EX-99.1 2 aex991earningsreleasexq320.htm EX-99.1
Exhibit 99.1

FOR RELEASE: CONTACT: | New Hartford, NY, November 9, 2023 Christopher R. Byrnes (315) 738-0600 ext. 6226 cbyrnes@partech.com, www.partech.com

PAR TECHNOLOGY CORPORATION ANNOUNCES THIRD QUARTER 2023 RESULTS
•Total quarterly revenues increased 15.5% year-over-year from Q3 '22
•Subscription service revenues increased 24.6% year-over-year from Q3 '22
•Annual Recurring Revenue (ARR)(1) grew to $128.3 million - a 20.4% year-over-year increase from Q3 '22
New Hartford, NY - November 9, 2023 -- PAR Technology Corporation (NYSE: PAR) (“PAR Technology” or the “Company”) today announced its financial results for the third quarter ended September 30, 2023.
Summary of Fiscal 2023 Third Quarter
•Revenues were reported at $107.1 million for the three months ended September 30, 2023, a 15.5% increase compared to $92.8 million for the same period in 2022.
•Net loss for the three months ended September 30, 2023 was $15.5 million, or $0.56 net loss per share, compared to a net loss of $21.3 million, or $0.79 net loss per share reported for the same period in 2022.
•EBITDA(1) for the three months ended September 30, 2023 was a loss of $6.9 million compared to a loss of $12.2 million for the same period in 2022.
•Adjusted EBITDA(1) for the three months ended September 30, 2023 was a loss of $2.6 million compared to an Adjusted EBITDA loss of $8.0 million for the same period in 2022.
•Adjusted net loss(1) for the three months ended September 30, 2023 was $5.8 million, or $0.21 adjusted diluted net loss per share(1), compared to an adjusted net loss of $11.9 million, or $0.44 adjusted diluted net loss per share, for the same period in 2022.
Summary of Year-to-Date Financial Results
•Revenues were reported at $308.1 million for the nine months ended September 30, 2023, a 19.4% increase compared to $258.1 million for the same period in 2022.
•Net loss for the nine months ended September 30, 2023 was $51.1 million, or $1.86 net loss per share, compared to a net loss of $55.8 million, or $2.06 net loss per share reported for the same period in 2022.
•EBITDA for the nine months ended September 30, 2023 was a loss of $24.6 million compared to a loss of $28.6 million for the same period in 2022.
•Adjusted EBITDA for the nine months ended September 30, 2023 was a loss of $21.3 million compared to an Adjusted EBITDA loss of $16.0 million for the same period in 2022.
•Adjusted net loss for the nine months ended September 30, 2023 was $32.7 million, or $1.19 adjusted diluted net loss per share, compared to an adjusted net loss of $28.9 million, or $1.06 adjusted diluted net loss per share, for the same period in 2022.
Reconciliations and descriptions 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.
1

The Company's key performance indicators ARR and Active Sites(1) are organized into three subscription service product lines: 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 2023(1):
•ARR at end of Q3 '23 totaled $62.2 million
•New store Activations in Q3 '23 totaled approximately 1,000 sites
•Active Sites as of September 30, 2023 totaled 68.1 thousand restaurants
Highlights of Operator Solutions - Third Quarter 2023(1):
•ARR at end of Q3 '23 totaled $53.8 million
•New store Activations in Q3 '23 totaled approximately 1,200 sites
•Bookings in Q3 '23 totaled approximately 1,100 sites
•Active Sites as of September 30, 2023 totaled 22.5 thousand restaurants
Highlights of Back Office - Third Quarter 2023(1):
•ARR at end of Q3 '23 totaled $12.4 million
•New store Activations in Q3 '23 totaled approximately 400 sites
•Active Sites as of September 30, 2023 totaled 7.5 thousand restaurants
PAR Technology CEO, Savneet Singh, commented on the results, “As our results for the quarter demonstrated, we continue to build momentum as we scale our business. In the quarter we delivered subscription services revenue growth of 24.6% and ARR growth of 20.4%. With the year-over-year growth in our ARR, a rebound in our subscription services gross margin and our focus on holding operating expenses, we improved and reduced our adjusted EBITDA loss by over 65% from Q3 2022. This quarter also marked a seminal moment in PAR’s history as we announced the exclusive selection of Brink POS and MENU Link by Burger King for their North American traditional restaurants. Already possessing the most comprehensive cloud offering, PAR will continue to deliver a roadmap of innovation to strengthen our offerings while enhancing the customer experience."
Earnings Conference Call.
There will be a conference call at 4:30 p.m. (Eastern) on November 9, 2023, during which management will discuss the Company's financial results for the third quarter ended September 30, 2023. To participate on the conference call, please register in advance via the link provided at https://www.partech.com/investor-relations/. After registering, a confirmation email will be sent including dial-in details and unique conference call codes for entry. Registration is open thr oughout 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 https://www.partech.com/investor-relations/; 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 70,000 restaurants in more than 110 countries use PAR’s restaurant point-of-sale, customer loyalty and engagement, payments, omnichannel digital ordering and delivery, 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. T he Company's Environmental, Social, and Governance report can be fou nd at https://www.partech.com/company/ESG.
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(1) See “Key Performance Indicators and Non-GAAP Financial Measures” below.
2

Key Performance Indicators and Non-GAAP Financial Measures.
We monitor certain key performance indicators and non-GAAP financial measures in the evaluation and management of our business; certain key performance indicators and non-GAAP financial measures are provided in this press release because we believe they are useful in facilitating period-to-period comparisons of our business performance. Key performance indicators and non-GAAP financial measures do not reflect and should be viewed independently of our financial performance determined in accordance with GAAP. Key performance indicators 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 “Non-GAAP Financial Measures”.
Unless otherwise indicated, financial and operating data included in this press release is as of September 30, 2023.
As used in this press release,
“Annual Recurring Revenue” or “ARR” is the annualized revenue from subscription services, including subscription fees for our SaaS solutions, related software support, and transaction-based payment processing services. We calculate ARR by annualizing the monthly subscription service revenue for all Active Sites as of the last day of each month for the respective reporting period.
“Active Sites” represent locations active on PAR’s subscription services 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 customers that have initiated use of our subscription services. Once “activated”, PAR begins to invoice/bill the customer. In specific cases with Punchh, invoicing takes place before activation take place.
“Bookings” are customer purchase orders for subscription services; upon PAR's acceptance, the customer is obligated to purchase the subscription service and pay PAR for the subscription services. In specific cases with Punchh, bookings are added at the time of execution of the relevant master services agreement.
Trademarks.
“PAR®,” “Brink POS®,” “Punchh®,” “MENU TM,” “Data Central®,” "PAR® Pay”, “PAR® Payment Services” and other trademarks appearing in this press release belong to us.
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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 about 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, among others, a resurgence of COVID-19 cases and the responses of governments, businesses, customers and consumers; unfavorable macroeconomic conditions, such as recession or slowed economic growth, bank failures or other banking industry disruptions, increased interest rates, inflation, and changes in consumer confidence and discretionary spending; geopolitical events, such as the Russia-Ukraine war and escalating tensions between China and Taiwan; the competitive marketplace for talent and its impact on employee recruitment and retention; component shortages, inventory management, and/or manufacturing disruptions and logistics challenges; risks associated with our international operations; our ability to maintain proper and effective internal control over financial reporting; changes in estimates and assumptions we make in connection with the preparation of our financial statements, in building our business and operational plans, and in executing our strategies; and the other factors, risks, trends and uncertainties discussed in our most recent Annual Report on Form 10-K/A and other filings with the Securities and Exchange Commission. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on the information available to us on the date hereof. 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, except share amounts)

Assets | September 30, 2023 |  | December 31, 2022
Current assets: |  |  |
Cash and cash equivalents | $ | 43,136 |  |  | $ | 70,328 |
Cash held on behalf of customers | 8,758 |  |  | 7,205 |
Short-term investments | 36,717 |  |  | 40,290 |
Accounts receivable – net | 66,441 |  |  | 59,960 |
Inventories | 24,193 |  |  | 37,594 |
Other current assets | 9,516 |  |  | 8,572 |
Total current assets | 188,761 |  |  | 223,949 |
Property, plant and equipment – net | 16,110 |  |  | 12,961 |
Goodwill | 487,073 |  |  | 486,762 |
Intangible assets – net | 96,562 |  |  | 111,097 |
Lease right-of-use assets | 4,303 |  |  | 4,061 |
Other assets | 16,400 |  |  | 16,028 |
Total assets | $ | 809,209 |  |  | $ | 854,858 |
Liabilities and Shareholders’ Equity |  |  |
Current liabilities: |  |  |
Current portion of long-term debt | $ | 13,638 |  |  | $ | — |
Accounts payable | 27,229 |  |  | 23,283 |
Accrued salaries and benefits | 15,652 |  |  | 18,936 |
Accrued expenses | 10,578 |  |  | 6,531 |
Customers payable | 8,758 |  |  | 7,205 |
Lease liabilities – current portion | 1,327 |  |  | 1,307 |
Customer deposits and deferred service revenue | 10,066 |  |  | 10,562 |
Total current liabilities | 87,248 |  |  | 67,824 |
Lease liabilities – net of current portion | 3,075 |  |  | 2,868 |
Deferred service revenue – noncurrent | 4,329 |  |  | 5,125 |
Long-term debt | 377,148 |  |  | 389,192 |
Other long-term liabilities | 4,669 |  |  | 14,655 |
Total liabilities | 476,469 |  |  | 479,664 |
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, 28,877,896 and 28,589,567 shares issued, 27,520,284 and 27,319,045 outstanding at September 30, 2023 and December 31, 2022, respectively | 574 |  |  | 570 |
Additional paid in capital | 606,836 |  |  | 595,286 |
Accumulated deficit | (256,327) |  |  | (205,204) |
Accumulated other comprehensive loss | (1,507) |  |  | (1,365) |
Treasury stock, at cost, 1,357,612 shares and 1,270,522 shares at September 30, 2023 and December 31, 2022, respectively | (16,836) |  |  | (14,093) |
Total shareholders’ equity | 332,740 |  |  | 375,194 |
Total Liabilities and Shareholders’ Equity | $ | 809,209 |  |  | $ | 854,858 |

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, 2023 (the “Quarterly Report”).
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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,
| 2023 |  | 2022 |  | 2023 |  | 2022
Revenues, net: |  |  |  |  |  |  |
Hardware | $ | 25,824 |  |  | $ | 31,343 |  |  | $ | 78,991 |  |  | $ | 84,820 |
Subscription service | 31,363 |  |  | 25,170 |  |  | 89,700 |  |  | 69,591 |
Professional service | 11,514 |  |  | 11,840 |  |  | 38,123 |  |  | 36,959 |
Contract | 38,433 |  |  | 24,414 |  |  | 101,301 |  |  | 66,775 |
Total revenues, net | 107,134 |  |  | 92,767 |  |  | 308,115 |  |  | 258,145 |
Costs of sales: |  |  |  |  |  |  |
Hardware | 19,295 |  |  | 25,458 |  |  | 63,002 |  |  | 69,666 |
Subscription service | 15,497 |  |  | 13,054 |  |  | 46,655 |  |  | 34,332 |
Professional service | 8,775 |  |  | 10,967 |  |  | 31,925 |  |  | 30,649 |
Contract | 35,381 |  |  | 21,880 |  |  | 94,624 |  |  | 60,356 |
Total cost of sales | 78,948 |  |  | 71,359 |  |  | 236,206 |  |  | 195,003 |
Gross margin | 28,186 |  |  | 21,408 |  |  | 71,909 |  |  | 63,142 |
Operating expenses: |  |  |  |  |  |  |
Selling, general and administrative | 26,249 |  |  | 26,543 |  |  | 79,357 |  |  | 75,309 |
Research and development | 14,660 |  |  | 12,843 |  |  | 43,863 |  |  | 33,785 |
Amortization of identifiable intangible assets | 464 |  |  | 465 |  |  | 1,393 |  |  | 1,399 |
Adjustment to contingent consideration liability | — |  |  | — |  |  | (7,500) |  |  | — |
Gain on insurance proceeds | — |  |  | — |  |  | (500) |  |  | — |
Total operating expenses | 41,373 |  |  | 39,851 |  |  | 116,613 |  |  | 110,493 |
Operating loss | (13,187) |  |  | (18,443) |  |  | (44,704) |  |  | (47,351) |
Other expense, net | (373) |  |  | (179) |  |  | (337) |  |  | (804) |
Interest expense, net | (1,750) |  |  | (2,140) |  |  | (5,152) |  |  | (7,054) |
Loss before provision for income taxes | (15,310) |  |  | (20,762) |  |  | (50,193) |  |  | (55,209) |
Provision for income taxes | (206) |  |  | (578) |  |  | (930) |  |  | (629) |
Net loss | $ | (15,516) |  |  | $ | (21,340) |  |  | $ | (51,123) |  |  | $ | (55,838) |
Net loss per share (basic and diluted) | $ | (0.56) |  |  | $ | (0.79) |  |  | $ | (1.86) |  |  | $ | (2.06) |
Weighted average shares outstanding (basic and diluted) | 27,472 |  | 27,110 |  | 27,412 |  | 27,150

See notes to unaudited interim condensed consolidated financial statements included in the Quarterly Report.
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PAR TECHNOLOGY CORPORATION
SUPPLEMENTAL INFORMATION
(unaudited)
The following table sets forth certain unaudited supplemental financial data for the seven trailing quarters indicated:
Segment Revenue by Product Line:

| 2023 |  | 2022
in thousands | Q3 |  | Q2 |  | Q1 |  | Q4 |  | Q3 |  | Q2 |  | Q1
Restaurant/Retail |  |  |  |  |  |  |  |  |  |  |  |  |
Hardware | $ | 25,824 |  |  | $ | 26,390 |  |  | $ | 26,777 |  |  | $ | 29,590 |  |  | $ | 31,343 |  |  | $ | 28,390 |  |  | $ | 25,073 |
Subscription service | 31,363 |  |  | 30,372 |  |  | 27,965 |  |  | 27,908 |  |  | 25,170 |  |  | 23,150 |  |  | 21,285 |
Professional service | 11,514 |  |  | 12,767 |  |  | 13,842 |  |  | 13,479 |  |  | 11,840 |  |  | 12,631 |  |  | 12,488 |
Total Restaurant/Retail | $ | 68,701 |  |  | $ | 69,529 |  |  | $ | 68,584 |  |  | $ | 70,977 |  |  | $ | 68,353 |  |  | $ | 64,171 |  |  | $ | 58,846 |
Government |  |  |  |  |  |  |  |  |  |  |  |  |
Mission systems | $ | 8,808 |  |  | $ | 9,218 |  |  | $ | 9,383 |  |  | $ | 8,678 |  |  | $ | 8,982 |  |  | $ | 8,883 |  |  | $ | 8,915 |
Intelligence, surveillance, and reconnaissance solutions | 29,275 |  |  | 21,510 |  |  | 22,216 |  |  | 17,394 |  |  | 14,710 |  |  | 11,747 |  |  | 12,290 |
Commercial software | 350 |  |  | 287 |  |  | 254 |  |  | 601 |  |  | 722 |  |  | 292 |  |  | 234 |
Total Government | $ | 38,433 |  |  | $ | 31,015 |  |  | $ | 31,853 |  |  | $ | 26,673 |  |  | $ | 24,414 |  |  | $ | 20,922 |  |  | $ | 21,439 |
Total Revenue | $ | 107,134 |  |  | $ | 100,544 |  |  | $ | 100,437 |  |  | $ | 97,650 |  |  | $ | 92,767 |  |  | $ | 85,093 |  |  | $ | 80,285 |

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 and 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.
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The Company is presenting adjusted EBITDA and adjusted net loss because we believe that these financial measures provide supplemental information that may be useful to investors in evaluating the Company's core business operating results and comparing such results to 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 the most directly comparable GAAP measures provided 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 also believes that adjusted EBITDA provides investors with insight into factors and trends that could affect the Company's 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.
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:

| Three Months Ended September 30,
in thousands | 2023 |  | 2022
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA |  |  |
Net loss | $ | (15,516) |  |  | $ | (21,340) |
Provision for income taxes | 206 |  |  | 578 |
Interest expense | 1,750 |  |  | 2,140 |
Depreciation and amortization | 6,665 |  |  | 6,441 |
EBITDA | $ | (6,895) |  |  | $ | (12,181) |
Stock-based compensation expense (1) | 3,972 |  |  | 3,490 |
Regulatory matter (2) | — |  |  | 415 |
Acquisition costs (3) | — |  |  | 134 |
Other expense – net (4) | 373 |  |  | 179 |
Adjusted EBITDA | $ | (2,550) |  |  | $ | (7,963) |

1 | Adjustments reflect stock-based compensation expense of $4.0 million and $3.5 million for the three months ended September 30, 2023 and 2022, respectively.
2 | Adjustment reflects a non-recurring expense accrued related to our efforts to resolve a regulatory matter.
3 | Adjustment reflects the acquisition expenses incurred in the acquisition of MENU Technologies AG in July 2022 (the "MENU Acquisition").
4 | 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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in thousands, except per share amounts | Three Months Ended September 30,
Reconciliation of Net Loss/Diluted Net Loss per Share to Adjusted Net Loss/Adjusted Diluted Net Loss per Share: | 2023 |  | 2022
Net loss/diluted loss per share | $ | (15,516) |  |  | $ | (0.56) |  |  | $ | (21,340) |  |  | $ | (0.79) |
Non-cash interest expense (1) | 541 |  |  | 0.02 |  |  | 504 |  |  | 0.02 |
Acquired intangible assets amortization (2) | 4,828 |  |  | 0.18 |  |  | 4,712 |  |  | 0.17 |
Stock-based compensation expense (3) | 3,972 |  |  | 0.14 |  |  | 3,490 |  |  | 0.13 |
Regulatory matter (4) | — |  |  | — |  |  | 415 |  |  | 0.02 |
Acquisition costs (5) | — |  |  | — |  |  | 134 |  |  | — |
Other expense – net (6) | 373 |  |  | 0.01 |  |  | 179 |  |  | 0.01 |
Adjusted net loss/adjusted diluted net loss per share | $ | (5,802) |  |  | $ | (0.21) |  |  | $ | (11,906) |  |  | $ | (0.44) |
Adjusted weighted average common shares outstanding | 27,472 |  |  |  |  | 27,110 |  |  |

1 | 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 (the "2024 Notes"), 2.875% Convertible Senior Notes due 2026 (the "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 $0.5 million and $0.5 million for the three months ended September 30, 2023 and 2022, respectively.
2 | Adjustment amortization expense of acquired developed technology included within cost of sales of $4.3 million and $4.3 million for the three months ended September 30, 2023 and 2022, respectively; and amortization expense of acquired intangible assets of $0.5 million and $0.4 million for the three months ended September 30, 2023 and 2022, respectively.
3 | Adjustment reflects stock-based compensation expense of $4.0 million and $3.5 million for the three months ended September 30, 2023 and 2022, respectively.
4 | Adjustment reflects a non-recurring expense accrued related to our efforts to resolve a regulatory matter.
5 | Adjustment reflects the acquisition expenses incurred in the MENU Acquisition.
6 | 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 | 2023 |  | 2022
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA |  |  |
Net loss | $ | (51,123) |  |  | $ | (55,838) |
Provision for income taxes | 930 |  |  | 629 |
Interest expense | 5,152 |  |  | 7,054 |
Depreciation and amortization | 20,480 |  |  | 19,593 |
EBITDA | $ | (24,561) |  |  | $ | (28,562) |
Stock-based compensation expense (1) | 10,642 |  |  | 10,257 |
Regulatory matter (2) | — |  |  | 415 |
Contingent consideration (3) | (7,500) |  |  | — |
Acquisition costs (4) | — |  |  | 1,085 |
Gain on insurance proceeds (5) | (500) |  |  | — |
Severance (6) | 253 |  |  | — |
Other expense – net (7) | 337 |  |  | 804 |
Adjusted EBITDA | $ | (21,329) |  |  | $ | (16,001) |

1 | Adjustments reflect stock-based compensation expense of $10.6 million and $10.3 million for the nine months ended September 30, 2023 and 2022, respectively.
2 | Adjustment reflects a non-recurring expense accrued related to our efforts to resolve a regulatory matter.
3 | Adjustment reflects non-cash changes to the fair market value of the contingent consideration liability related to the MENU Acquisition.
4 | Adjustment reflects the acquisition expenses incurred in the MENU Acquisition.
5 | Adjustment reflects the gain on insurance proceeds due to the settlement of a legacy claim.
6 | Adjustment reflects severance included in SG&A and R&D expense.
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.

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in thousands, except per share amounts | Nine Months Ended September 30,
Reconciliation of Net Loss/Diluted Net Loss per Share to Adjusted Net Loss/Adjusted Diluted Net Loss per Share: | 2023 |  | 2022
Net loss/diluted loss per share | $ | (51,123) |  |  | $ | (1.86) |  |  | $ | (55,838) |  |  | $ | (2.06) |
Non-cash interest expense (1) | 1,594 |  |  | 0.06 |  |  | 1,484 |  |  | 0.05 |
Acquired intangible assets amortization (2) | 13,555 |  |  | 0.49 |  |  | 12,941 |  |  | 0.48 |
Stock-based compensation expense (3) | 10,642 |  |  | 0.39 |  |  | 10,257 |  |  | 0.38 |
Regulatory matter (4) | — |  |  | — |  |  | 415 |  |  | 0.02 |
Contingent consideration (5) | (7,500) |  |  | (0.27) |  |  | — |  |  | — |
Acquisition costs (6) | — |  |  | — |  |  | 1,085 |  |  | 0.04 |
Gain on insurance proceeds (7) | (500) |  |  | (0.02) |  |  | — |  |  | — |
Severance (8) | 253 |  |  | 0.01 |  |  | — |  |  | — |
Other expense – net (9) | 337 |  |  | 0.01 |  |  | 804 |  |  | 0.03 |
Adjusted net loss/adjusted diluted net loss per share | $ | (32,742) |  |  | $ | (1.19) |  |  | $ | (28,852) |  |  | $ | (1.06) |
Adjusted weighted average common shares outstanding | 27,412 |  |  |  |  | 27,150 |  |  |

1 | Adjustment reflects non-cash accretion of interest expense and amortization of issuance costs related to the Senior Notes of $1.6 million and $1.5 million for the nine months ended September 30, 2023 and 2022, respectively.
2 | Adjustment amortization expense of acquired developed technology included within cost of sales of $12.7 million and $11.5 million for the nine months ended September 30, 2023 and 2022, respectively; and amortization expense of acquired intangible assets of $0.9 million and $1.4 million for the nine months ended September 30, 2023 and 2022, respectively.
3 | Adjustment reflects stock-based compensation expense of $10.6 million and $10.3 million for the nine months ended September 30, 2023 and 2022, respectively.
4 | Adjustment reflects a non-recurring expense accrued related to our efforts to resolve a regulatory matter.
5 | Adjustment reflects non-cash changes to the fair market value of the contingent consideration liability related to the MENU Acquisition.
6 | Adjustment reflects the acquisition expenses incurred in the MENU Acquisition.
7 | Adjustment reflects the gain on insurance proceeds due to the settlement of a legacy claim.
8 | Adjustment reflects severance included in SG&A and R&D expense.
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.

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