PAR Technology Corporation

closing on March 11, 2024, and therefore our reported first quarter results include 20 days of Stuzo results as well. At times during this call, we may discuss organic or standalone results, which excludes Stuzo, to help listeners understand our organic performance. Now I'll turn the call over to Sabneet for the formal remarks portion of the call, followed by Q&A. Thank you, Chris.

We had a strong start to 24, achieving 25% growth in ARR while closing one M&A transaction and announcing a second. Our subscription services business is clicking, and we feel confident we'll be able to continue to drive growth while turning EBITDA positive in Q3. Crucially, our products continue to be validated as standalone best-in-class while working better together, helping prove the value of our unified solution, and demonstrating to our customers that buying more from PAR does not sacrifice functionality but rather generates better outcomes. This is a point that I really wish to underscore again. Each of our products generates better experiences on other PAR products, thereby enhancing total stickiness and expanding sales opportunities beyond what a single product sale could generate. The flywheel at PAR is real. For the first quarter, subscription services ARR organically grew by 25% when compared to Q1 23. When we asked to do those contributions, ARR now stands at $185.7 million, a 60% increase from the first quarter last year. Additionally, once TAS closes, our current ARR would be over $225 million on a pro-former basis. In Q1 24, all of our products grew and par-achieved 25% organic year-over-year expansion without material contribution from large developers we've signed the past few months, notably Burger King and Wendy's. As I mentioned last call, we're going to be reporting in two segments, Operator Cloud, which includes Brink, Data Central, and Payments, and Engagement Cloud, which includes Menu, Punch, and SUSO. Simply put, we are reporting in the same manner as we are organized internally. Our Operator Cloud solutions predominantly work with IT and operations teams, while our Engagement Cloud solutions work with marketing and digital teams. Operator Cloud ARR grew 39% to $78.5 million in Q1 when compared to the same period last year. Operator cloud growth is being driven by increased win rates at Brink and continued ARPU improvement. Operator cloud ARPU increased by 22% from the same period last year due to higher value deals, API monetization, price increases, and PAR payment services go live. We expect the growth in ARPU to continue given current white space and existing high value accounts, as well as a robust pipeline. Brink is our most strategic product, and when selected by an enterprise, it presents an opportunity to cross-sell additional PAR products. POS remains the heartbeat of the restaurant, where scalability, stability, and extensibility are central tenants of successful operations. This is demonstrated by the fact that Brink receives almost 1 billion API pings per month across a relatively small number of stores. The mission-critical nature of POS for in-store, above the store, and kitchen is where we feel the true mission criticality of our solution lies. We've ramped up our teams for the BK project, where we expect rapid and solid velocity to start as of Q2. PAYMENTS CONTINUES TO ACCELERATE ITS GROWTH AND MORE THAN DOUBLED YEAR-OVER-YEAR. WHILE Q1 IS A SEASONALLY SLOW PERIOD WITH LOWER PROCESSING VALUE, PARP PAYMENTS MANAGED TO ACHIEVE ITS HIGHEST ANNUALIZED GROWTH PROCESSING VOLUME RUN RATE OF $2.4 BILLION. WE ACHIEVE THIS VIA THE FULL ROLLOUT OF AN 1100 STORE CHAIN AND FOUR ADDITIONAL RESTAURANT CONCEPTS. EACH OF THESE ENTERPRISES BENEFIT FROM OPERATIONAL EFFICIENCIES, COST SAVINGS, AND INCREASED CUSTOMER ENGAGEMENT BY LEVERAGING PARP RATE ACROSS MULTIPLE PARP PRODUCTS. LOOKING FORWARD Parpay is becoming a native infrastructure across all of our products, which has led to very high growth and the strongest pipeline we have ever had. With the recently announced acquisition of Stuzo and Task, the team is fully engaged in expanding Parpay into new verticals, which will continue to drive deal volume, customer adoption, and materially or higher margins. Data Central delivered a strong Q1. The quarter includes the go-lives of Love's Travel Center. We continue to build out a robust pipeline of business opportunities for Data Central through the attachment to Brink and Parpayment deals. with multiple Tier 1 concepts in the funnel. We feel very bullish about our ability to drive cross-sell, especially as Brink works through its very large pipeline of deals this year. Our operator cloud offerings provide less complexity, lower total cost of ownership, enhanced security, and reliable payment processing. Operator cloud products remain highly sticky, which we expect only to be strengthened in difficult macroeconomic times. Our engagement cloud, which includes Punch, Menu, and now Suzo, continues its momentum with a stronger-than-expected quarter. Deals closed in the second half of last year are starting to go live, and our year-over-year ARR growth, excluding Stuzo, was 11%. Meanwhile, our platform and tech debt investments are helping lower customer return, improve customer satisfaction, and expand hosting margins. We also continue solid sales momentum in Q1 with some strong brand winners, including Wendy's and a leading national chicken chain. Looking ahead, we expect Punch to be a strong profit contributor to Parve and the engagement cloud solution to drive stable growth. At the same time, we're announcing the launch of exciting new functionality in our Punch Wallet. This solution will help enable seamless payment and redemption flows and drive material cross-sell opportunities, further increasing the value and implied stickiness of the par product suite. Menu, our digital ordering application, also delivered an improved Q1 by going live in more than 1,200 sites across five new logos, including major chains like Beefo Brady's, Burger King, and a 700-store coffee chain. The newest part of Engagement Cloud is our recent acquisition of Stuzos. Just as a refresher, Suzo is a leading digital engagement software provider to the convenience and fuel retailer industry, including its open commerce platform, which empowers C-Stores to gain more share of customer wallet and drive customer lifetime value. The combination of Punch and Suzo allows us to offer best-in-class loyalty and digital engagement products across two food service markets, restaurant and C-Store. Additionally, with Suzo, Par is now the leading technology provider for convenience stores with over 25,000 customer sites, and substantial opportunities for innovation in the C-store industry, with a TAM of 150,000 stores domestically. Stuzo also provides the opportunity for additional cross-sell opportunities for other par products into a new customer base with material-stronger unit economics. Engagement Cloud AR now totals more than $107 million with Stuzo's contribution at the end of Q1. Also, as we previously reported, Stuzo's trailing 12-month adjusted EBITDA was $14 million. Although Q1 only had revenue contributions from Stuzo for around three weeks, the positive impact for the full Q2 and full year 24 will certainly be meaningful. We continue to see PARs uniquely positioned in the food service technology sector with best-in-class software across key operational and engagement pillars. Our ability to guarantee better together experiences across our products while separately enabling a robust integration infrastructure keeps us ahead of single product competitors that only control one part of the better together equation and are dependent on third-party integrations for customer experiences. Moving to hardware. We had a softer-than-normal Q1 due to increased seasonality issues and a shifting demand environment in our legacy restaurant, non-brink-based. Hardware sales are always hard to predict given their sensitivity to the macro environment, and as such, we'll continue to forecast conservative numbers to protect us from getting ahead of ourselves. We are focusing our efforts to make up this shortfall and believe there are opportunities to drive sales in hardware, namely increased McDonald's sales during their convention year and with the recent favorable industry response to our newly released terminal, the ParWave. Additionally, we're focusing on selling hardware to the few concepts who use Brink who have not historically used our hardware, as well as current Brink customers that will benefit from an updated equipment. Additionally, with a near 100% attachment rate of hardware to upcoming Brink projects, hardware will be able to tap into new large-cap customers in the near future. Hardware white space will only continue to grow, and this is truly an issue of when, not if. Moving to expenses. Our non-GAAP operating expenses grew 7% when compared to Q1 last year and excluding Stuzo. Almost the entire OpEx increase is associated with the Burger King and Wendy's rollout that will have significant return on investment, and that cost will then rationalize downward. In addition, earlier this year, we right-sized our go-to-market team, giving us additional expense tailwinds, and we expect to end 2024 at a lower quarterly OpEx than we started, excluding our acquisitions. So similar to last year, where we expect ARR to grow meaningfully without adding operating expense. This rigid expense management combined with consistent organic ARR growth will allow our company, as we sit today, to be EBITDA positive by the third quarter of this year. What I'm most proud about, though, as I just mentioned, is that we also expect par FX, excluding SUZO, to actually come down through 24. Said differently, I expect us to grow at the rates we're growing without additional operating expenses. And of course, Any accretive M&A only accelerates profitability. To provide more detail, I want to walk through the underlying margin for our subscription services business, which will provide clarity on how healthy our unit economics are becoming. These numbers exclude tasks which, if added, would only help prove the point. At the very top, our adjusted subscription services gross margin this quarter was 66%, flat quarter over quarter. As we get scale, we want to drive this to 70% plus. We feel confident we can get this done and think we'll see improvements this year. We estimate our sales and marketing expense as a percentage of ARR this quarter, when including the annualized contribution from STUSO, would be around 21%. This number will continue to improve as we get the benefit of the cost cuts I mentioned earlier this year. As I flagged last call, we want this number to get to 15% or lower. We estimate our R&D expense as a percentage of ARR, again, including the annualized contribution from STUSO, was around 35%. This number continues to get better and we have our sights on our target of 25%. As I hope investors can see, we're focused on driving towards our long-term goals, and the intense focus on keeping our OpEx flat has led to a strong acceleration in margin. What's more, as we bring TASK into PAR, we'll be adding another $6 to $8 million to EBITDA and a large pipeline of deals and a strong base of customers to cross-sell PAR products, creating the same flywheel internationally. To recap, We're executing a strategy that we established several years ago, and we're seeing the benefits of that strategy. We have a business model with strong organic fundamentals that positions us well to drive shareholder value while continuing to acquire new products to cross-sell into our base. We partner with some of the largest and most innovative restaurant companies in the world and have established ourselves as a trusted technology partner at these companies as they undertake their digital journey. We've executed a disciplined M&A strategy that is accretive to our journey towards profitability and rule of 40 while crucially expanding our TAM into the markets into markets with greater margin and cross-sell potential. And finally, we have a talented and dedicated employee base across the globe who are committed to helping our customers and our company win the industry. Brian will review the numbers in more detail, and then I'll come back to offer some guidance for the rest of the year. Brian? Thank you, Stephanie.

Good morning, everyone. Total revenues were $105.5 million for the three months ended March 31, 2024. an increase of 5% compared to the three months ended March 31st, 2023, with growth coming from increases in sufficient services and contract revenue, partially offset by decreases in hardware and professional service revenue. Net loss for the quarter of 2024 was $18.3 million, or a $0.62 loss per share, compared to a net loss of $15.9 million, or a $0.58 loss per share reported for the same period in 2023. Adjusted net loss for the first quarter of 2024 was $10.8 million, or $0.36 loss per share, compared to an adjusted net loss of $12.7 million, or $0.46 loss per share, for the same period in 2023. Adjusted EBITDA for the first quarter of 2024 was a loss of $7.2 million, compared to an adjusted EBITDA loss of $8.8 million for the same period in 2023. driven by increased margin contribution from subscription services, partially offset by reduction in hardware revenue and margin. Now for more details on revenue. Subscription service revenue was reported at $38.4 million, an increase of $10.4 million, or 37.2% from the $28 million reported in the prior year. The increase was substantially driven by increased subscription service revenues from operator cloud services of $5.9 million, driven by a 20.7% increase in active sites and a 22.2% increase in average revenue per site, and from our engagement cloud services of $4.5 million, primarily driven by $2.7 million of post-acquisition STUSO revenues. The residual increase of $1.8 million from our engagement cloud services was driven by a 5.8% increase in active sites and a 7.5% increase in average revenue per site, Excluding STUSO, organic substitution service revenue grew a meaningful 27% compared to prior year. The annual recurring revenue exiting the quarter was $185.7 million, an increase of 60.2% from last year's Q1, with engagement cloud up 80.5% and operator cloud up 38.8%. The acquisition of STUSO contributed $41 million to ARR, included within Engagement Cloud as of March 31st. Excluding Stuzo, total organic annual recurring revenue was up 24.8% year-over-year. Hardware revenue in the quarter was $18.2 million, a decrease of $8.6 million, or 31.9%, from the $26.8 million recorded in the prior year. The decrease was substantially driven by timing of enterprise customer hardware refreshes and timing of next-generation PAR terminal and headset rollouts. We continue to be optimistic of our hardware business as we address the growing demands from both legacy hardware customers as well as attached hardware sales within our expanding software customer base. Professional service revenue was reported at $13.5 million, a decrease of $0.4 million, or 2.7%, from the $13.8 million reported in the prior year. 7.7 million of the professional service revenue in the quarter consisted of recurring revenue primarily from our hardware support contracts. Contract revenue from our government business was 35.4 million, an increase of 3.6 million, or 11.2%, from the 31.9 million reported in the first quarter of 2023. The increase in contract revenue was driven by a 4.5 million increase in government's ISR solution product line. Contract backlog associated with our government business continues to be strong and appropriately funded. As of March 2024, backlog was 315.4 million, a decrease of 3% compared to 326 million as of December 2023. Total funded backlog as of March 2024 was 72 million. Now turning to margins. Gross profit was 28.6 million, an increase of 5.4 million for 23%. from the 23.2 million reported in the prior year. The increase was driven by subscription services with gross profit of 19.8 million, an increase of 5.7 million, or 41%, from the 14 million reported in the prior year. Subscription service margin for the quarter was 51.6% compared to 50.2% reported in the first quarter of 2023. The increase in margin is driven by a continued focus on efficiency improvements with a hosting and customer support cost for operator cloud services, as well as improved margins stemming from Stuzo's post-acquisition operations. Excluding the amortization of intangible assets, total adjusted subscription service margin for the three months ended March 31st was 66% compared to 71% in the first quarter of 2023. Sequentially, Q1 2024 adjusted subscription service margin is consistent with Q4 2023. Hardware margin for the quarter was 22.3% versus 16.4% in Q1 2023. The improvement in margin year over year was substantially driven by improved inventory management and price increases. Our focus of demonstrating value for our price with improved operational efficiency has allowed us to continue to improve hardware margins year over year. Professional service margin for the quarter was 16.5% compared to 17.9% reported. in the first quarter of 2023. The decrease in margin is driven by a decrease in margin for hardware-related services. We expect professional service margins to remain in the upper teens for the remainder of 2024. Government contract margins remained essentially flat at 7.1% as compared to 7.2% for Q1 2023. In regard to operating expenses, GAAP sales and marketing was $10.9 million an increase of $1.5 million from the $9.4 million reported in Q1 2023. As Stephanie mentioned, during the quarter we made changes to the Sales and Marketing Organization to enable more efficient growth. GAAP G&A was $25.6 million, an increase of $7.5 million from the $18.1 million reported in Q1 2023. The increase was driven by an increase in M&A transaction fees as well as stock-based compensation, severance costs, and post-acquisition STUZO. GAAP R&D was $15.8 million, an increase of $1.5 million from the $14.3 million recorded in Q1 2023. The increase was primarily driven by post-STUZO acquisition costs. Q1 2024 operating expense excluding non-GAAP adjustments was $42.3 million, an increase of $3.7 million or 10% versus prior year Excluding STUSO costs, the increase was 7%. As Stephanie explained earlier, we expect organic operating expenses to be flat for the remainder of the year as we continue to drive ARR and revenue growth, consistent with how we managed operating expenses last year. Now to provide information on the company's cash flow and balance requisition. With the three months ended March 31st, cash used in operating activities was $23.6 million versus $16.7 million for the prior year. Cash used for the three months ended March 31st was essentially driven by a net loss from operations and additional net working capital requirements due to an increase in accounts receivable resulting from revenue growth. Cash used in investing activities was $151.9 million for the three months ended March 31st versus $1.8 million for the prior year. Investing activities during the three months ended March 31st included $166.3 million of net cash consideration in connection with the STUSO acquisition and capital expenditures of $1.4 million for developed technology costs associated with our restaurant retail software platforms. This is all partially offset by $15.9 million of proceeds from net sales and short-term investments. Cash provided by financing activities was $190.8 million for the three-month end of March 31st, compared to cash used in financing activities of $2.4 million for the prior year. Financing activities during the three months ended March 31st was substantially driven by a private placement of common stock. I will now turn the call back over to Stephanie for closing remarks prior to moving to Q&A.

Thank you, Brian. Let me wrap up with a few key messages before we open up the call for Q&A. In regard to the initial phase of the Burger King implementation program, early indications are that new orders are being submitted at a healthy pace. While it's hard to perfectly predict where we will sit at the end of the year, We're executing well on our end and feel confident we can give Burger King every reason to only accelerate our two-year rollout plan. The BK rollout has a strong impact on our year-over-year growth and profitability, and to provide clarity, I'll share what I shared internally with our team. In the event we have a very low install base from BK, our growth will be around 20%. In the event we have a very fast rollout, our growth will approach 30% or higher. As a mid-case, we're assuming mid-20s growth, and I feel confident we can hit that. As we mentioned on the last call, whatever we don't install this year will get quickly rolled out in 2025 and the early parts of 2026. BK and PAR are in sync in the desire for fast progress, and high-quality rollouts give every indication of a strong 2024. With new customers, Burger King and Wendy's, and then including our acquisitions, we certainly feel we are at an inflection point for PAR. As I said earlier, we intend to be EBITDA positive in Q3 and then continue a fast acceleration to meaningful profits. This holds true even with the momentary challenges we see in the hardware business today. Our business flywheel will lead to a cash flow flywheel, rewarding our shareholders for their investment and transitioning our focus to free cash flow per share. As we've highlighted in the past, our ARR per share number at par has grown substantially, and ARR for us is a proxy for future cash flow. As we look to the future, it's exciting not to have to use a proxy for free cash flow, but actually focus on free cash flow. This focus on cash flow will not take our attention off of our products and customer flywheel. The two will work in balance, living our core value of winning together, where customers, employees, and shareholders must all win together. With that, I'll open the call for Q&A. Operator?

Thank you. We will now begin the question and answer session. If you have dialed in and would like to ask a question, please press star 1 on your telephone keypad to raise your hand and join the queue. If you would like to withdraw a question, simply press star 1 again. If you are called upon to ask your question or listening via loudspeaker on your device, please pick up your handset and ensure that your phone is not on mute and asking questions. Again, press star one to join the queue, and our first question comes from the line of George Sutton from Greg Hallam. Please go ahead.

Thank you. Sabneet, I wanted to better understand, as you were talking about working through your pipeline of opportunities, given that you've got a pretty massive Burger King rollout business and on the loyalty side of Wendy's rollout, are you getting any pushback from some of those folks in your pipeline, or are they even more encouraged that you're able to roll these out as they're looking at you versus other options?

I think it's the latter. We obviously have to sort of give transparency of what we're rolling out, what we think we can roll out for potential new deals, but it's very validating. And, you know, as I said a couple calls ago, we've never had so much deal flow on the brink data central and payment side before. And, you know, we're looking forward to, you know, sharing more details on that as we win those deals, put out press releases. And so I think it's reflective in that as you win a large customer and then another, it helps other brands feel comfortable that you can handle that scale. And as I mentioned, you know, we feel we're doing a great job on the rollout of that first big customer. I think they would say the same. And, you know, that customer reference will only help new customers.

Now, Knowing that you have in the past been unable to take on international opportunities for some of these larger chains, I'm just curious how those discussions go, particularly with those in your pipeline as you're bringing on TASC later this year.

Historically, it's been a challenge, as you said, and I'd say a mark against us in our fee. But I think obviously we've been public that we've signed an agreement to acquire TASC and we think TASC will be a good solution. I would say categorically the response to that has been positive from customers and future customers because it's really a pain point for them. And if we can execute on an international strategy under the PAR umbrella, I think it gives the customers a lot of comfort that will execute just like we have for them in the U.S. And so we're really excited to rapidly integrate the task into the PAR family. But I also think we'll see a lot of acceleration within the task business because it allows us the ability to cross-sell things like payments, hardware, an additional module. So it'll work both ways.

Okay. And then just lastly for me, Brian, could you, when you look at SG&A spend in the quarter, was there anything one time in nature that wouldn't necessarily recur just so I'm being clear?

Yeah, there was, there are large amounts related, obviously for the M&A transactions, the transactions that were sitting in G&A. We did have some reorg take place during the quarter too, which you can see in the severance. Most of what you see in the non-GAAP adjustment in the AK is all related to kind of what happened within OPEX. And so when we look at what we did from the standpoint of organic non-GAAP, there's about a 7% increase in total OPEX year-over-year. Perfect. Thank you.

Our next question comes from a line of Eric Martinozzi from Lake Street. Please go ahead.

Yeah, I wanted to better understand the product roadmap post-STUSO acquisition. Are we going to be running two product lines, essentially, with Punch pointed towards the enterprise restaurant brands and STUSO aimed at the C-stores?

Great question. So, we are aggressively consolidating and working towards consolidating into one application. You know, I think we feel really excited. It's going to be a multi-year process, but I would tell you, having spoken to our large customers, the SUSO large customers, we feel that they're very excited about combining those sets at such a functionality. And so the short answer is we're going to get down to one product for the market, and it'll be a multi-year process. But as an example, we're focusing on new deals on the SUSO product so that we don't complicate the merging of the two products so we feel really good about the opportunity so far the customer feedback has been excellent and you know i would tell you what you know has changed from when we first announced is that i think we think we'll see faster cross-sell of additional products into this market than we had expected when we acquired the business okay and then on the hardware side you you talked about kind of some i guess it was two reasons for that you know we had some issues with uh

season lumpiness and enterprise customer orders, and then you talked about next-gen part terminal and headset rollout. Historically, I've thought of the hardware business as kind of a $100 million annual business. Do we get back to that, and do we recover in Q2, or is this kind of a smaller business than that?

So, yeah, the weakness is in our non-brink base. So our brink customers are attaching, they continue to attach, and we've got optimism, as I mentioned, given how strong the brink pipeline is and, you know, the deals that we've won, you know, recently that we believe will attach hardware. There's an incredible amount of opportunity for hardware to get back to that 100 and then grow well beyond it. You know, will we get there this year? I think that will be harder for us. It's certainly in the cars, but I don't want to tell you we're guaranteed. But this to me, again, it's a matter of if not when. The hardware attachment on Brink is going to be the driver of that business going forward. And given how large these Brink deals are that we're winning or in final stages of winning and their attachment of Brink hardware, we think we'll make it up. It's just the roll-ups will sort of depend when that comes in. So will we get back to the $100 million? Absolutely. Will it be this year? I'm not counting on that, but I think there are people at par that said absolutely. Absolutely.

Thank you for taking my questions.

Our next question comes from the line of Steven Sheldon from William Blair. Please go ahead.

Hey, thanks. And I appreciate all the additional detail this quarter. Maybe just on the Burger King rollout, you know, can you maybe talk about, I think you maybe started to come go live in April. I mean, just generally, how are things progressing relative to your own expectations And what's your level of confidence that you have the right headcount now to complete the implementation successfully?

Steven, thanks for the question. And, you know, short answer is, you know, yes and yes. I feel great about what we're delivering. You know, we check in weekly with leadership. They're really happy with us. They communicate that to us. The coordination is very tight. Our general manager of that, you know, our brink business will tell you there's only room for optimism here given our execution and their execution. So, We feel very good. Now, we're one month into it. So, you know, could things change? Yes. I'm not expecting it, given how much prep work each side has done to get to where we are today. We feel appropriately staffed. As I mentioned on the call, you know, we're not expecting OpEx to grow from here. In fact, I think it'll come down. And so we've ramped up. You know, we're rolling out. I think that ramp up is why the rollout is going so well. And we don't expect to add more to support it.

Great to hear. And then just on the adjusted gross margins, can you maybe help frame where adjusted gross margins fit for the different products you have? Are most products currently in that 70% plus range that I think you've mandated every kind of product to get to? And just remind us where the drag is coming from and whether the areas of drag are moderated at all, such as with menu, which I think menu is one that you've called out before as being a drag product.

Yeah, so all the products are between low 60s and mid 70s, punch being, you know, punch and data central at the high end of that and menu at the very bottom of that. Menu is definitely a drag, but as you saw, you know, menu added, you know, 1,200 sites this quarter, which is, you know, a very, very large amount in this category. So as the revenue gets alive there, you'll have a good headline there. Payments has got to get to that margin too, but again, as the payments is growing so fast, So that's who will get there. And so, you know, at the very bottom in its menu, at the top end, it's data central and punch, and Brink is kind of in the middle. Great. Thank you.

Our next question comes from a line of Samad Samana from Jefferies. Please go ahead.

Hey, guys. This is Jeremy on for Samad. Thanks for taking my questions. So I wanted to follow up on that question about the BK rollout. You know, it's great to see that color on, you know, the 20% to 30% revenue based on the rollout. I guess, what are some of the hurdles to get to that higher VK rollout in 2024? Or I guess, what would prevent it from moving faster or slower? What would give you more visibility?

So number one is our performance. And like I said, that's the part I feel really strongly about. Our whole team feels that way. And I think, you know, VK would tell you the same thing. We're executing as we promised, committed to, and probably even better. And the communication is excellent. So that's the number one reason for anything to go up or down is our own performance. And that's the variable we control. The variable we don't control is on the other side because these are incredibly choreographed rollouts and we sort of need to work alongside our corporate partners. And so the only reason we wouldn't be way above where the midpoint is if they need some time, they want to slow it down, the internal machinations are. As I mentioned, because we're both committed to a tier rollout, we're equally incentivized to make it go as fast as possible.

Gotcha. That's a really helpful color. And then I wanted to ask about the Wendy's win that you announced a few weeks back. You know, it's great to see another tier one customer. Some of the language in the press release, maybe it seemed a little bit different from other wins. You know, I mentioned the Punch Enterprise support. I guess, was this a full rip and replace for Wendy's or is it maybe something more complimentary? I guess, what was this deal like?

No, it's a full rip and replace. So it's a really big win. It's a big initiative. It's truly the full solution within Punch. Gotcha. Thanks for taking my questions.

Our next question comes to the line of Adam Wyden from ADW. Please go ahead.

Okay, guys. Can you hear me? Yep. All right. So just help me with some math here. It appears that you guys added about 8 million of AR organically. If I sort of look at your minus 7 of EBITDA in the period, obviously you have some Burger King implementation costs that will come down or obviously are non-recurring. Is there anything you can do to sort of give us some sort of, you know, parameters as to like, you know, how much of that is sort of implementation costs, whether it's Burger King or Wendy's that you expect, you know, to sort of go down? I mean, obviously there's one times sevens in transaction, but can you give us a little bit? And then I want to, you know, sort of move forward with the question. Well, how about this? Take the minus seven of Ubisoft. You have $8 million of organic in the period. If you hold that true and your OPEX is flat and you're adding Stuzo, which you got very little contribution, wouldn't that make you EBITDA break even in the second quarter? I mean, take $8 million of organic. If your OPEX is flat, again, take a 70% or 80% incremental gross margin. That gets you to 5.6%. and then you get a full quarter of Stooza, which is doing like four, wouldn't that take you into profitability in the second quarter if OpEx is coming down? Am I doing something wrong?

It certainly could. We're putting out guidance to make sure we can hit it. As I said, we're doing our guidance assuming the hardware business doesn't get better. So like I said, we feel really – I mean the software business is clicking fast. The margins are growing. You know, you can see how efficient we've gotten sales and marketing. R&D is working its way there. And so we feel really good about it. So could we, you know, I think it's possible, but I want to make sure we hit what we tell you. And specifically in Q1, Q1 is always a challenging quarter because there are what I would call one-time items that can't be adjusted out. Things like bonus accrual adjustments, Canadian pension, insurance payments that for some reason don't get amortized. We can spend an hour talking about that offline. And so You know, I would say the Q11 number is, you know, not apples to apples compared to Q4 as an example. So in summary, I think we feel really good about getting there in Q3. As I said, I think it's continued to be meaningful acceleration. The part, you know, the real part I was trying to push on the call was, you know, we're not adding any heads within the core products of Brink, Punch, Data Central, and Payments. It's, you know, really holding this expense slot. The only heads we added were Wendy's and Burger King. And as I said on the call, we expect the OPEX to actually come down organically, so excluding SUZO even. So it's the core business driving meaningful profitability. SUZO will add, and then obviously when we roll in tasks, that's another, call it six, seven, eight annualized.

But would you expect – I mean, obviously, in the quarter, you had about a – I think I calculated about a $3.5 million gross margin headwind, which probably a lot of it's EBITDA. I mean, would you – I'm just basically taking the point from the first quarter. Are you expecting additional headwinds in hardware sequentially? Because it was a pretty big decline year over year. I mean – you wouldn't, I mean, that sort of is already in the cake. So, I mean, you're not expecting additional declines in hardware, you know, sort of from the level where you are in Q1. Is that right?

I'm not, I'm not. And as I said, I think the second half with, when we announced some of these wins that we've had that we haven't, you know, you know, when we, when they get public, I think we'll cross them back, but I'm not expecting Q1, sorry, Q2 over Q1 to be meaningfully worse by any means. And in fact, I think we are only expecting a little bit better.

Right, so again, going back to sort of the analysis I'm doing, if you expect similar organic revenue in the second quarter and you're holding OPEX flat, if anything, down, right, and you get – I mean, what was the contribution of Stuzo in the quarter on EBITDA? It must have been only like a couple weeks, right? I mean, you didn't get very much of it, right?

We got a little bit less than three weeks of Stuzo in the quarter, so not really in there. And we get the benefit of that full in Q2.

Right. So you get a full quarter of Stuzo. You get hopefully some declines in OpEx in the second quarter because there was obviously some layoffs that were online and whatnot. And obviously, hopefully, some of the implementation comes down. And if you add organic – now, how do – last question. How do you think about adding organic revenue? So when you say OpEx is flat – how should we think about the incremental dollars of revenue against a statement of OPEX flat, right? Are you talking about a hundred percent flow through, or are you talking about a flow through at your gross margin rate?

A flow through at our gross margin rate obviously depends on the product, right? So when we, like one of the things I, you know, we've seen is that we are really getting much, much better at stapling data central onto brink deals. Data central is an incredibly high gross margin product. And so that gross margin flow through is higher versus menu, which today is lower. So it depends on the product. So I, I budget internally, uh, Let's assume gross margins just stay flat. That's what drops down. As you know, and we've talked about, we expect that number, the gross margins to grow as well.

Wouldn't your gross margins go up in your lower margin products as you drive better utilization? I mean, I guess if you're at a 60% gross margin menu, wouldn't the incremental margin on a dollar of revenue be higher on menu than a brink? I mean, is that –

Once we clear the cost, yeah. And so remember, even when you add a menu customer as an example, we're still firing up an Amazon instance. We're still launching a product. So there's still incremental costs. But yes, over time, menus should get to the same gross margins. I mean, I want many to get to punch gross margins, which are really exciting and growing a ton. And so over time, yeah, it will get there. But the actual revenue dollars have to come in. So we launched these six or seven customers this quarter. In Q2, we get the full quarter of that revenue. And that's, again, going to boost up those gross margins. So I think what your point is, what is incremental gross margin of a customer? On menu, it's a little bit hard because we're so early, right? We're a million, two million bucks into this thing. And so we're still not where I can say, oh, it's 90% drop. But it should be no different than any other SaaS product because every incremental instance, as an example, is higher margin than the last.

Right. So it's a fair assumption that at minimum, our incremental gross margin should be around 70, and hopefully they should be higher as we drive utilization in our lower margin products, right? So if I take sort of 70 where we are, at 8 million, that's 5.6, plus a full quarter of Stuzo, plus lower OPEX. I mean, assuming hardware doesn't get worse, I mean, I'm seeing profitability in the second quarter. I guess you guys are just sort of being conservative with your guidance. Is that a fair way to to walk away from this?

On those assumptions, it is. And, you know, I think your math is generally pretty, you know, directionally accurate on everything.

Okay. All right. That's it. Thank you.

And there are no further questions at this time. I'll hand the conference back to management for any further remarks.

Thanks, everybody, for joining our call. We look forward to updating you in the future and giving you more updates on our progress towards free cash flow profitability, but also some of these large great wins. Thanks.

Thank you all for joining the call today. You may now disconnect.