|
Delaware
|
16-1434688
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
|
|
PAR Technology Park
8383 Seneca Turnpike
New Hartford, New York
|
13413-4991
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(Address of principal executive offices)
|
(Zip Code)
|
Title of Each Class
|
Name of Each Exchange on Which Registered
|
Common Stock, $.02 par value
|
New York Stock Exchange
|
Large Accelerated Filer ☐
|
Accelerated Filer
þ
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Non Accelerated Filer ☐
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Smaller reporting company
þ
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Emerging growth company ☐
|
|
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(Do not check if a smaller reporting company)
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||
Item Number
|
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Page
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Item 1:
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Business
.
|
•
|
Brink POS (“Brink”) - a cloud-based POS software solution that scales for use by single and multi-unit operators with traditional and/or mobile platforms. Brink is a leading solution for restaurants, particularly in the quick serve/fast casual restaurant categories. A cloud POS platform, Brink eliminates the need for an in-store back-office server and simplifies software version control and organizational updates. Brink provides and integrates into mobile/online ordering, loyalty, kitchen video systems, guest surveys, enterprise reporting, and mobile dashboards. Brink is sold as a cloud software-as-a-Service (“SaaS”).
|
•
|
PixelPoint - an on-premise integrated software solution, that includes a POS software application, a self-service ordering function, back-office management, and an enterprise level loyalty and gift card information sharing application. The PixelPoint solution is primarily sold to independent table service and quick serve restaurants through channel partners.
|
•
|
SureCheck -a mobile automated solution that provides checklist management for Hazard Analysis & Critical Control Points (HACCP), food safety programs, and employee-assigned tasks. The SureCheck platform is comprised of three integrated technologies that are easy to use and quick to deploy: the SureCheck mobile application, a multi-mode wireless temperature-measuring device (“TMD”) with optional remote temperatures sensors, and a cloud-based enterprise configuration and reporting server application.
|
•
|
EverServ 550 Series - is built with the rugged durability PAR is known for and is a value platform for operators that require fewer features/functions. Its small ergonomic footprint is ideal for installations where space is at a premium. The EverServ 550’s solid design is quiet, offers low power consumption, and minimizes maintenance.
|
•
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EverServ 8000 Series - is designed and developed based on the latest technology processors from Intel Corporation. The EverServ 8000 boasts a modern design and, while it is one of the smallest footprints available in the market, it is built to operate in harsh environments and endure high customer traffic and transaction activities.
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•
|
EverServ tablets - PAR Tablet 8 and PAR Tablet 10 - are the latest in PAR’s series of enterprise-class mobile devices built for our customers. Consistent with our EverServ family, the EverServ tablets are designed to operate
|
Item 1A
|
Risk Factors
.
|
•
|
actual or anticipated fluctuations in our operating results and financial condition;
|
•
|
the performance and prospects of our major customers;
|
•
|
fluctuations in the trading volume of our common stock;
|
•
|
the concentrated beneficial ownership of our common stock by our founder and director, Dr. John W. Sammon;
|
•
|
actual or anticipated regulatory action against us;
|
•
|
the lack of earnings guidance and securities analysts following us;
|
•
|
investor perception of us and the industries in which we operate;
|
•
|
uncertainty regarding domestic and international political conditions, including tax policies; and
|
•
|
uncertainty regarding the prospects of domestic and foreign economies.
|
•
|
compliance with foreign laws and regulations, including the FCPA, the U.K. Bribery Act of 2010, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on our ability to sell our software and hardware in certain foreign markets, and the risks and costs of non-compliance with such laws and regulations, including fines, penalties, criminal sanctions against us, our officers or employees, prohibitions on the conduct of our business and damage to our reputation;
|
•
|
increased risks of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of financial statements and irregularities in financial statements;
|
•
|
reduced protection of our intellectual property rights in certain countries and practical difficulties and costs of enforcing rights abroad;
|
•
|
compliance with the laws of numerous foreign taxing jurisdictions and overlapping of different tax regimes;
|
•
|
uncertainty around a potential reverse or renegotiation of international trade agreements and partnerships under President Donald J. Trump’s administration;
|
•
|
sales and customer service challenges associated with operating in different countries;
|
•
|
difficulties in receiving payments from different geographies, including difficulties associated with currency fluctuations, payment cycles, transfer of funds or collecting accounts receivable, especially in emerging markets;
|
•
|
variations in economic or political conditions between each country or region;
|
•
|
economic uncertainty around the world and adverse effects arising from economic interdependencies across countries and regions; and
|
•
|
increased infrastructure and legal compliance costs.
|
Item 1B
.
|
Unresolved Staff Comments
.
|
Item 2
.
|
Properties
.
|
Item 3
.
|
Legal Proceedings
.
|
Item 4:
|
Mine Safety Disclosures
|
Item 5
.
|
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
.
|
|
2017
|
|
2016
|
||||
|
High
|
|
Low
|
|
High
|
|
Low
|
First Quarter
|
$7.34
|
|
$5.48
|
|
$6.63
|
|
$5.04
|
Second Quarter
|
9.19
|
|
7.08
|
|
6.86
|
|
4.35
|
Third Quarter
|
11.09
|
|
8.30
|
|
5.52
|
|
4.83
|
Fourth Quarter
|
11.79
|
|
7.31
|
|
5.58
|
|
4.71
|
Item 6.
|
Selected Financial Data
.
|
Item 7
.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
.
|
|
Total
|
|
Less
Than
1 Year
|
|
1-3 Years
|
|
3 - 5
Years
|
|
More than 5
Years
|
||||||||||||||
Debt obligations
|
$
|
380
|
|
|
$
|
195
|
|
|
$
|
185
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||||
Operating leases
|
14,690
|
|
|
2,936
|
|
|
4,943
|
|
|
4,124
|
|
|
2,687
|
|
|||||||||
Total
|
15,070
|
|
—
|
|
3,131
|
|
—
|
|
5,128
|
|
—
|
|
4,124
|
|
—
|
|
2,687
|
|
Item 7A
.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 8
.
|
Financial Statements and Supplementary Data
.
|
|
|
|
December 31,
|
||||||
Assets
|
2017
|
|
2016
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
6,600
|
|
|
$
|
9,055
|
|
Accounts receivable-net
|
30,077
|
|
|
30,705
|
|
||
Inventories-net
|
21,746
|
|
|
26,237
|
|
||
Note receivable
|
—
|
|
|
3,510
|
|
||
Income taxes receivable
|
—
|
|
|
261
|
|
||
Deferred income taxes
|
—
|
|
|
7,767
|
|
||
Other current assets
|
4,209
|
|
|
4,027
|
|
||
Assets of discontinued operations
|
—
|
|
|
462
|
|
||
Total current assets
|
62,632
|
|
|
82,024
|
|
||
Property, plant and equipment - net
|
10,755
|
|
|
7,035
|
|
||
Deferred income taxes
|
13,809
|
|
|
9,650
|
|
||
Goodwill
|
11,051
|
|
|
11,051
|
|
||
Intangible assets - net
|
12,070
|
|
|
10,966
|
|
||
Other assets
|
4,307
|
|
|
3,785
|
|
||
Total Assets
|
$
|
114,624
|
|
|
$
|
124,511
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
195
|
|
|
$
|
187
|
|
Borrowings on line of credit
|
950
|
|
|
—
|
|
||
Accounts payable
|
14,332
|
|
|
16,687
|
|
||
Accrued salaries and benefits
|
6,275
|
|
|
5,470
|
|
||
Accrued expenses
|
3,926
|
|
|
4,682
|
|
||
Customer deposits and deferred service revenue
|
12,909
|
|
|
19,814
|
|
||
Total current liabilities
|
38,587
|
|
|
46,840
|
|
||
Long-term debt
|
185
|
|
|
379
|
|
||
Other long-term liabilities
|
6,866
|
|
|
7,712
|
|
||
Total liabilities
|
45,638
|
|
|
54,931
|
|
||
Shareholders’ Equity:
|
|
|
|
|
|
||
Preferred stock, $.02 par value, 1,000,000 shares authorized
|
—
|
|
|
—
|
|
||
Common stock, $.02 par value, 29,000,000 shares authorized; 17,677,161 and 17,479,454 shares issued; 15,969,052 and 15,771,345 outstanding at December 31, 2017 and December 31, 2016, respectively
|
354
|
|
|
350
|
|
||
Capital in excess of par value
|
48,349
|
|
|
46,203
|
|
||
Retained earnings
|
29,549
|
|
|
32,357
|
|
||
Accumulated other comprehensive loss
|
(3,430
|
)
|
|
(3,494
|
)
|
||
Treasury stock, at cost, 1,708,109 shares
|
(5,836
|
)
|
|
(5,836
|
)
|
||
Total shareholders’ equity
|
68,986
|
|
|
69,580
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
114,624
|
|
|
$
|
124,511
|
|
|
Year ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Net revenues:
|
|
|
|
||||
Product
|
$
|
115,126
|
|
|
$
|
100,271
|
|
Service
|
56,467
|
|
|
49,070
|
|
||
Contract
|
61,012
|
|
|
80,312
|
|
||
Total net revenues
|
232,605
|
|
|
229,653
|
|
||
Costs of sales:
|
|
|
|
||||
Product
|
85,850
|
|
|
73,976
|
|
||
Service
|
39,626
|
|
|
35,647
|
|
||
Contract
|
54,299
|
|
|
73,830
|
|
||
Total costs of sales
|
179,775
|
|
|
183,453
|
|
||
Gross margin
|
52,830
|
|
|
46,200
|
|
||
Operating expenses:
|
|
|
|
||||
Selling, general and administrative
|
38,171
|
|
|
31,440
|
|
||
Research and development
|
13,814
|
|
|
11,581
|
|
||
Amortization of identifiable intangible assets
|
966
|
|
|
966
|
|
||
Total operating expenses
|
52,951
|
|
|
43,987
|
|
||
|
|
|
|
||||
Operating (loss) income from continuing operations
|
(121
|
)
|
|
2,213
|
|
||
Other income, net
|
629
|
|
|
1,316
|
|
||
Interest (expense) income, net
|
(121
|
)
|
|
121
|
|
||
Income from continuing operations before provision for income taxes
|
387
|
|
|
3,650
|
|
||
Provision for income taxes
|
(3,997
|
)
|
|
(1,147
|
)
|
||
(Loss) income from continuing operations
|
(3,610
|
)
|
|
2,503
|
|
||
Discontinued operations
|
|
|
|
||||
Income (loss) on discontinued operations (net of tax)
|
224
|
|
|
(720
|
)
|
||
Net (loss) income
|
$
|
(3,386
|
)
|
|
$
|
1,783
|
|
Basic Earnings per Share:
|
|
|
|
||||
(Loss) income from continuing operations
|
(0.23
|
)
|
|
0.16
|
|
||
Income (loss) from discontinued operations
|
0.01
|
|
|
(0.05
|
)
|
||
Net (loss) income
|
$
|
(0.22
|
)
|
|
$
|
0.11
|
|
Diluted Earnings per Share:
|
|
|
|
||||
(Loss) income from continuing operations
|
(0.23
|
)
|
|
0.16
|
|
||
Income (loss) from discontinued operations
|
0.01
|
|
|
(0.05
|
)
|
||
Net (loss) income
|
$
|
(0.22
|
)
|
|
$
|
0.11
|
|
Weighted average shares outstanding
|
|
|
|
||||
Basic
|
15,949
|
|
|
15,675
|
|
||
Diluted
|
15,949
|
|
|
15,738
|
|
|
Year ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Net (loss) income
|
$
|
(3,386
|
)
|
|
$
|
1,783
|
|
Other comprehensive income (loss) net of applicable tax:
|
|
|
|
||||
Foreign currency translation adjustments
|
64
|
|
|
(716
|
)
|
||
Comprehensive (loss) income
|
$
|
(3,322
|
)
|
|
$
|
1,067
|
|
(in thousands)
|
Common Stock
|
Capital in
excess of
Par Value
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Loss
|
Treasury Stock
|
Total
Shareholders’
Equity
|
||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances at December 31, 2015
|
17,352
|
|
$
|
347
|
|
$
|
45,753
|
|
$
|
30,574
|
|
$
|
(2,778
|
)
|
(1,708
|
)
|
$
|
(5,836
|
)
|
$
|
68,060
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
|
|
|
1,783
|
|
|
|
|
1,783
|
|
||||||||||||
Issuance of common stock upon the exercise of stock options
|
5
|
|
1
|
|
26
|
|
|
|
|
|
27
|
|
||||||||||
Net issuance of restricted stock awards
|
122
|
|
2
|
|
|
|
|
|
|
2
|
|
|||||||||||
Equity based compensation
|
|
|
|
|
469
|
|
|
|
|
|
469
|
|
||||||||||
Stock options and awards tax benefits
|
|
|
(45
|
)
|
|
|
|
|
(45
|
)
|
||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
(716
|
)
|
|
|
(716
|
)
|
||||||||||||
Balances at December 31, 2016
|
17,479
|
|
$
|
350
|
|
$
|
46,203
|
|
$
|
32,357
|
|
$
|
(3,494
|
)
|
(1,708
|
)
|
$
|
(5,836
|
)
|
$
|
69,580
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adoption of accounting standard
|
|
|
|
|
|
|
578
|
|
|
|
|
|
|
|
578
|
|
||||||
Net loss
|
|
|
|
|
|
|
(3,386
|
)
|
|
|
|
|
|
|
(3,386
|
)
|
||||||
Issuance of common stock upon the exercise of stock options
|
271
|
|
5
|
|
1,495
|
|
|
|
|
|
|
|
|
|
1,500
|
|
||||||
Repurchase of common stock
|
(54
|
)
|
(1
|
)
|
|
|
|
|
|
(1
|
)
|
|||||||||||
Net issuance of restricted stock awards
|
(19
|
)
|
—
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||
Equity based compensation
|
|
|
|
|
651
|
|
|
|
|
|
|
|
|
|
651
|
|
||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
64
|
|
|
|
|
|
64
|
|
||||||
Balances at December 31, 2017
|
17,677
|
|
$
|
354
|
|
$
|
48,349
|
|
$
|
29,549
|
|
$
|
(3,430
|
)
|
(1,708
|
)
|
$
|
(5,836
|
)
|
$
|
68,986
|
|
|
Year ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net (loss) income
|
$
|
(3,386
|
)
|
|
$
|
1,783
|
|
(Income) loss from discontinued operations
|
(224
|
)
|
|
720
|
|
||
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||
Insurance recovery of investment
|
—
|
|
|
(771
|
)
|
||
Depreciation, amortization, and accretion
|
4,033
|
|
|
4,624
|
|
||
Provision for bad debts
|
303
|
|
|
401
|
|
||
Provision for obsolete inventory
|
1,543
|
|
|
1,249
|
|
||
Equity based compensation
|
651
|
|
|
469
|
|
||
Change in fair value of contingent consideration
|
(1,000
|
)
|
|
(1,130
|
)
|
||
Deferred income tax
|
4,159
|
|
|
708
|
|
||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||
Accounts receivable
|
325
|
|
|
(1,576
|
)
|
||
Inventories
|
2,948
|
|
|
(5,987
|
)
|
||
Income tax receivable/(payable)
|
261
|
|
|
(540
|
)
|
||
Other current assets
|
(182
|
)
|
|
(248
|
)
|
||
Other assets
|
(522
|
)
|
|
(194
|
)
|
||
Accounts payable
|
(2,355
|
)
|
|
4,958
|
|
||
Accrued expenses
|
49
|
|
|
(2,023
|
)
|
||
Customer deposits and deferred service revenue
|
(6,905
|
)
|
|
8,995
|
|
||
Other long-term liabilities
|
154
|
|
|
(41
|
)
|
||
Deferred tax equity based compensation
|
—
|
|
|
(45
|
)
|
||
Net cash (used in) provided by operating activities-continuing operations
|
(148
|
)
|
|
11,352
|
|
||
Net cash provided by (used in) operating activities-discontinued operations
|
462
|
|
|
(356
|
)
|
||
Net cash provided by operating activities
|
314
|
|
|
10,996
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
(5,071
|
)
|
|
(3,433
|
)
|
||
Capitalization of software costs
|
(3,786
|
)
|
|
(2,685
|
)
|
||
Working capital adjustment paid
|
—
|
|
|
(977
|
)
|
||
Net cash used in investing activities
|
(8,857
|
)
|
|
(7,095
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payments of long-term debt
|
(187
|
)
|
|
(181
|
)
|
||
Payments of other borrowings
|
(22,200
|
)
|
|
(214,980
|
)
|
||
Proceeds from other borrowings
|
23,150
|
|
|
214,980
|
|
||
Payments for deferred acquisition obligations
|
—
|
|
|
(2,000
|
)
|
||
Proceeds from note receivable
|
3,794
|
|
|
—
|
|
||
Proceeds from stock awards
|
1,500
|
|
|
27
|
|
||
Net cash provided by (used in) financing activities
|
6,057
|
|
|
(2,154
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
31
|
|
|
(716
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(2,455
|
)
|
|
1,031
|
|
||
Cash and cash equivalents at beginning of period
|
9,055
|
|
|
8,024
|
|
||
Cash and cash equivalents at end of period
|
6,600
|
|
|
9,055
|
|
|
Year ended December 31
(in thousands)
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Foreign currency loss
|
$
|
39
|
|
|
$
|
(24
|
)
|
Rental (loss) income-net
|
(683
|
)
|
|
(662
|
)
|
||
Insurance recovery / investment write off
|
—
|
|
|
771
|
|
||
Fair value adjustment contingent consideration
|
1,000
|
|
|
1,130
|
|
||
Other
|
273
|
|
|
101
|
|
||
Other income
|
$
|
629
|
|
|
$
|
1,316
|
|
|
December 31,
(in thousands)
|
|
||||||
|
2017
|
|
2016
|
Estimated Useful Life
|
||||
Acquired and internally developed software costs
|
$
|
19,670
|
|
|
$
|
15,884
|
|
3 - 7 years
|
Customer relationships
|
160
|
|
|
160
|
|
7 years
|
||
Non-compete agreements
|
30
|
|
|
30
|
|
1 year
|
||
|
19,860
|
|
|
16,074
|
|
|
||
Less accumulated amortization
|
(8,190
|
)
|
|
(5,508
|
)
|
|
||
|
$
|
11,670
|
|
|
$
|
10,566
|
|
|
Trademarks, trade names (non-amortizable)
|
400
|
|
|
400
|
|
N/A
|
||
|
$
|
12,070
|
|
|
$
|
10,966
|
|
|
2018
|
$
|
2,773
|
|
2019
|
2,300
|
|
|
2020
|
1,800
|
|
|
2021
|
1,534
|
|
|
2022
|
507
|
|
|
Thereafter
|
2,756
|
|
|
Total
|
$
|
11,670
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
(Loss) income from continuing operations
|
$
|
(3,610
|
)
|
|
$
|
2,503
|
|
|
|
|
|
||||
Basic:
|
|
|
|
||||
Weighted average shares outstanding at beginning of year
|
15,675
|
|
|
15,645
|
|
||
Weighted average shares issued during the year, net
|
274
|
|
|
30
|
|
||
Weighted average common shares, basic
|
15,949
|
|
|
15,675
|
|
||
(Loss) income from continuing operations per common share, basic
|
$
|
(0.23
|
)
|
|
$
|
0.16
|
|
|
|
|
|
||||
Diluted:
|
|
|
|
||||
Weighted average common shares, basic
|
15,949
|
|
|
15,675
|
|
||
Dilutive impact of stock options and restricted stock awards
|
—
|
|
|
63
|
|
||
Weighted average common shares, diluted
|
15,949
|
|
|
15,738
|
|
||
(Loss) income from continuing operations per common share, diluted
|
$
|
(0.23
|
)
|
|
$
|
0.16
|
|
•
|
Excess tax benefits and deficiencies will no longer be recognized as a change in additional paid-in-capital in the equity section of the balance sheet, instead they are to be recognized in the income statement as a tax expense or benefit. In the statement of cash flows, excess tax benefits and deficiencies will no longer be classified as a financing activity, instead they will be classified as an operating activity. The Company recognized a
$578,000
adjustment to Retained Earnings for excess tax benefits not previously recognized. This adjustment is included in the statements of changes in shareholders' equity.
|
•
|
Entities will have the option to continue to reduce share-based compensation expense during the vesting period of outstanding awards for estimated future employee forfeitures or they may elect to recognize the impact of forfeitures as they actually occur. The Company will continue to reduce the share-based compensation expense during the vesting period of outstanding awards for estimated future forfeitures.
|
•
|
The ASU also provides new guidance to other areas of the standard including minimum statutory tax withholding rules and the calculation of diluted common shares outstanding.
|
|
December 31,
(in thousands)
|
||||||
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Other current assets
|
$
|
—
|
|
|
$
|
462
|
|
Assets of discontinued operations
|
$
|
—
|
|
|
$
|
462
|
|
|
|
|
|
|
December 31,
(in thousands)
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Income (loss) from discontinued operations before income taxes
|
$
|
284
|
|
|
$
|
(1,131
|
)
|
(Provision for) benefit from income taxes
|
(60
|
)
|
|
411
|
|
||
Income (loss) from discontinued operations, net of taxes
|
$
|
224
|
|
|
$
|
(720
|
)
|
|
December 31,
(in thousands)
|
||||||
|
2017
|
|
2016
|
||||
Government segment:
|
|
|
|
||||
Billed
|
$
|
9,028
|
|
|
$
|
6,779
|
|
Advanced billings
|
(1,977
|
)
|
|
(1,599
|
)
|
||
|
7,051
|
|
|
5,180
|
|
||
Restaurant/Retail segment:
|
|
|
|
||||
Accounts receivable - net
|
23,026
|
|
|
25,525
|
|
||
|
$
|
30,077
|
|
|
$
|
30,705
|
|
|
December 31,
(in thousands)
|
||||||
|
2017
|
|
2016
|
||||
Land
|
$
|
253
|
|
|
$
|
253
|
|
Building and improvements
|
6,205
|
|
|
5,816
|
|
||
Rental property
|
5,650
|
|
|
5,345
|
|
||
Furniture and equipment
|
18,196
|
|
|
13,890
|
|
||
|
30,304
|
|
|
25,304
|
|
||
Less accumulated depreciation
|
(19,549
|
)
|
|
(18,269
|
)
|
||
|
$
|
10,755
|
|
|
$
|
7,035
|
|
2018
|
2,936
|
|
|
2019
|
2,726
|
|
|
2020
|
2,217
|
|
|
2021
|
2,062
|
|
|
2022
|
2,062
|
|
|
Thereafter
|
2,687
|
|
|
|
$
|
14,690
|
|
|
Total
|
|
Less
Than
1 Year
|
|
1-3 Years
|
|
3 - 5
Years
|
|
More than 5
Years
|
||||||||||
Debt obligations
|
$
|
380
|
|
|
$
|
195
|
|
|
$
|
185
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
No. of Shares
(in thousands)
|
|
Weighted
Average
Exercise Price
|
|
Aggregate
Intrinsic Value (in
thousands)
|
|||||
Outstanding at December 31, 2016
|
949
|
|
|
$
|
5.22
|
|
|
$
|
264
|
|
Options granted
|
149
|
|
|
8.82
|
|
|
|
|||
Options exercised
|
(271
|
)
|
|
9.06
|
|
|
|
|||
Forfeited and canceled
|
(31
|
)
|
|
5.64
|
|
|
|
|||
Expired
|
(35
|
)
|
|
5.17
|
|
|
|
|||
Outstanding at December 31, 2017
|
761
|
|
|
$
|
5.80
|
|
|
$
|
2,748
|
|
Vested and expected to vest at December 31, 2017
|
272
|
|
|
$
|
7.30
|
|
|
$
|
558
|
|
Total shares exercisable as of December 31, 2017
|
41
|
|
|
$
|
5.46
|
|
|
$
|
159
|
|
Shares remaining available for grant
|
687
|
|
|
|
|
|
|
|
|
2017
|
2016
|
||
Expected option life
|
3.7 years
|
|
5.7 years
|
|
Weighted average risk-free interest rate
|
2.2
|
%
|
1.3
|
%
|
Weighted average expected volatility
|
36
|
%
|
33
|
%
|
Expected dividend yield
|
0
|
%
|
0
|
%
|
Range of
Exercise Prices
|
|
Number
Outstanding
(in thousands)
|
|
Weighted
Average
Remaining Life
|
|
Weighted
Average
Exercise
Price
|
|||
|
|
|
|
|
|
|
|||
$7.15 - $11.01
|
|
761
|
|
|
7.41 years
|
|
$
|
5.80
|
|
Non-vested restricted stock awards (in thousands)
|
Shares
|
|
Weighted
Average grant-
date fair value
|
|||
Balance at January 1, 2017
|
163
|
|
|
$
|
5.22
|
|
Granted
|
92
|
|
|
8.61
|
|
|
Vested
|
(75
|
)
|
|
8.42
|
|
|
Forfeited and canceled
|
(22
|
)
|
|
8.34
|
|
|
Balance at December 31, 2017
|
158
|
|
|
$
|
6.49
|
|
|
Year ended December 31,
(in thousands)
|
||||||
|
2017
|
|
2016
|
||||
Current income tax:
|
|
|
|
||||
Federal
|
$
|
—
|
|
|
$
|
61
|
|
State
|
122
|
|
|
167
|
|
||
Foreign
|
227
|
|
|
211
|
|
||
|
349
|
|
|
439
|
|
||
Deferred income tax:
|
|
|
|
||||
Federal
|
4,029
|
|
|
768
|
|
||
State
|
(381
|
)
|
|
(60
|
)
|
||
|
3,648
|
|
|
708
|
|
||
Provision for income taxes
|
$
|
3,997
|
|
|
$
|
1,147
|
|
|
December 31,
(in thousands)
|
||||||
|
2017
|
|
2016
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Software development costs
|
$
|
2,119
|
|
|
$
|
2,223
|
|
Acquired intangible assets
|
913
|
|
|
1,731
|
|
||
Gross deferred tax liabilities
|
3,032
|
|
|
3,954
|
|
||
|
|
|
|
||||
Allowances for bad debts and inventory
|
(2,958
|
)
|
|
(4,505
|
)
|
||
Capitalized inventory costs
|
(109
|
)
|
|
(104
|
)
|
||
Intangible assets
|
(672
|
)
|
|
(1,388
|
)
|
||
Employee benefit accruals
|
(1,282
|
)
|
|
(2,089
|
)
|
||
Federal net operating loss carryforward
|
(4,941
|
)
|
|
(5,820
|
)
|
||
State net operating loss carryforward
|
(1,540
|
)
|
|
(1,085
|
)
|
||
Tax credit carryforwards
|
(6,064
|
)
|
|
(6,888
|
)
|
||
Foreign currency
|
(33
|
)
|
|
(33
|
)
|
||
Other
|
(895
|
)
|
|
(1,333
|
)
|
||
Gross deferred tax assets
|
(18,494
|
)
|
|
(23,245
|
)
|
||
|
|
|
|
||||
Less valuation allowance
|
1,653
|
|
|
1,874
|
|
||
|
|
|
|
||||
Net deferred tax assets
|
$
|
(13,809
|
)
|
|
$
|
(17,417
|
)
|
|
Year ended December 31,
|
||||
|
2017
|
|
2016
|
||
Federal statutory tax rate
|
34.0
|
%
|
|
34.0
|
%
|
State taxes
|
(0.9
|
)
|
|
1.4
|
|
Non deductible expenses
|
19.4
|
|
|
2.7
|
|
Tax credits
|
(90.6
|
)
|
|
(6.7
|
)
|
Stock based compensation
|
(69.6
|
)
|
|
—
|
|
Foreign income tax rate differential
|
(14.0
|
)
|
|
(2.1
|
)
|
Repatriation Tax
|
110.5
|
|
|
—
|
|
Impact of Tax Cuts and Jobs Act enactment
|
1,241.0
|
|
|
—
|
|
Valuation allowance
|
—
|
|
|
0.1
|
|
Tax return and audit adjustments
|
(107.3
|
)
|
|
—
|
|
Contingent purchase revaluation
|
(88.0
|
)
|
|
—
|
|
Other
|
(1.7
|
)
|
|
2.0
|
|
|
1,032.8
|
%
|
|
31.4
|
%
|
|
Year ended December 31,
(in thousands)
|
||||||
|
2017
|
|
2016
|
||||
Revenues:
|
|
|
|
||||
Restaurant/Retail
|
$
|
171,593
|
|
|
$
|
149,341
|
|
Government
|
61,012
|
|
|
80,312
|
|
||
Total
|
$
|
232,605
|
|
|
$
|
229,653
|
|
|
|
|
|
||||
Operating (loss) income :
|
|
|
|
||||
Restaurant/Retail
|
$
|
(2,761
|
)
|
|
$
|
825
|
|
Government
|
6,523
|
|
|
6,160
|
|
||
Other
|
(3,883
|
)
|
|
(4,772
|
)
|
||
|
(121
|
)
|
|
2,213
|
|
||
Other income, net
|
629
|
|
|
1,316
|
|
||
Interest (expense) income
|
(121
|
)
|
|
121
|
|
||
Income from continuing operations before provision for income taxes
|
$
|
387
|
|
|
$
|
3,650
|
|
|
|
|
|
||||
Identifiable assets:
|
|
|
|
||||
Restaurant/Retail
|
$
|
74,257
|
|
|
$
|
87,672
|
|
Government
|
8,714
|
|
|
6,504
|
|
||
Other
|
31,653
|
|
|
29,873
|
|
||
Total
|
$
|
114,624
|
|
|
$
|
124,049
|
|
|
|
|
|
||||
Goodwill:
|
|
|
|
||||
Restaurant/Retail
|
$
|
10,315
|
|
|
$
|
10,315
|
|
Government
|
736
|
|
|
736
|
|
||
Total
|
$
|
11,051
|
|
|
$
|
11,051
|
|
|
|
|
|
||||
Depreciation, amortization and accretion:
|
|
|
|
||||
Restaurant/Retail
|
$
|
3,469
|
|
|
$
|
3,479
|
|
Government
|
21
|
|
|
38
|
|
||
Other
|
543
|
|
|
1,107
|
|
||
Total
|
$
|
4,033
|
|
|
$
|
4,624
|
|
|
|
|
|
||||
Capital expenditures including software costs:
|
|
|
|
||||
Restaurant/Retail
|
$
|
3,994
|
|
|
$
|
3,285
|
|
Government
|
7
|
|
|
41
|
|
||
Other
|
4,856
|
|
|
2,792
|
|
||
Total
|
$
|
8,857
|
|
|
$
|
6,118
|
|
|
Level 3 Inputs
|
||
|
Liabilities
|
||
Balance at December 31, 2016
|
$
|
4,000
|
|
New level 3 liability
|
—
|
|
|
Change in fair value of contingent consideration liability
|
(1,000
|
)
|
|
Transfers into or out of Level 3
|
—
|
|
|
Balance at December 31, 2017
|
$
|
3,000
|
|
Item 9
.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
.
|
Item 10
.
|
Directors, Executive Officers and Corporate Governance
.
|
Item 11
.
|
Executive Compensation
.
|
Item 12
.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
.
|
Item 13
.
|
Certain Relationships and Related Transactions, and Director Independence
.
|
Item 14
.
|
Principal Accounting Fees and Services
.
|
Item 15
.
|
Exhibits and Financial Statement Schedules
|
|
|
Incorporated by reference into this Annual
Report on Form 10-K
|
||
Exhibit
Number
|
Exhibit Description |
Form (File No.)
|
Exhibit
|
Date Filed
|
|
|
|
|
|
10.2 ††
|
Form S-8 (File No. 333-187246)
|
4.1
|
3/14/2013
|
|
|
|
|
|
|
10.3 ††
|
|
Form 10-Q (File No. 001-09720)
|
10.1
|
8/8/2013
|
|
|
|
|
|
10.4 ††
|
Form 10-K (File No. 001-09720)
|
10.17
|
3/14/2014
|
|
|
|
|
|
|
10.5 ††
|
Form 10-K (File No. 001-09720)
|
10.21
|
3/31/2015
|
|
|
|
|
|
|
10.6 ††
|
Form 10-K (File No. 001-09720)
|
10.23
|
3/31/2015
|
|
|
|
|
|
|
10.7 ***
|
Form 10-Q (File No. 001-09720)
|
10.1
|
11/14/2014
|
|
|
|
|
|
|
10.8
|
Form 10-Q (File No. 001-09720)
|
10.2
|
11/14/2014
|
|
|
Incorporated by reference into this Annual
Report on Form 10-K
|
||
Exhibit
Number
|
Exhibit Description |
Form (File No.)
|
Exhibit
|
Date Filed
|
|
|
|
|
|
10.9 ***
|
Form 10-K (File No. 001-09720)
|
10.24
|
3/31/2015
|
|
|
|
|
|
|
10.10
|
Form 10-K (File No. 001-09720)
|
10.29
|
3/30/2016
|
|
|
|
|
|
|
10.11
|
Form 10-Q (File No. 001-09720)
|
10.1
|
8/8/2016
|
|
|
|
|
|
|
10.12
|
Form 10-Q (File No. 001-09720)
|
10.1
|
11/14/2016
|
|
|
|
|
|
|
10.13 ††
|
Form S-8 (File No. 333-208063)
|
4.2
|
11/16/2015
|
|
|
|
|
|
|
10.14 ††
|
Form S-8 (File No. 333-208063)
|
4.3
|
11/16/2015
|
|
|
Incorporated by reference into this Annual
Report on Form 10-K
|
||
Exhibit
Number
|
Exhibit Description |
Form (File No.)
|
Exhibit
|
Date Filed
|
10.26 ††
|
Form 10-Q (File No. 001-09720)
|
10.1
|
8/14/2017
|
|
|
|
|
|
|
10.27
|
|
|
Filed herewith
|
|
|
|
|
|
|
10.28
|
Form 10-Q (File No. 001-09720)
|
10.2
|
8/14/2017
|
|
|
|
|
|
|
10.29
|
Form 10-Q (File No. 001-09720)
|
10.3
|
8/14/2017
|
|
|
|
|
|
|
10.30 ††
|
|
|
Filed herewith
|
|
|
|
|
|
|
21
|
|
|
Filed herewith
|
|
|
|
|
|
|
23(ii)
|
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
Filed herewith
|
||
|
|
|
|
|
|
|
Filed herewith
|
|
|
Incorporated by reference into this Annual
Report on Form 10-K
|
||
Exhibit
Number
|
Exhibit Description |
Form (File No.)
|
Exhibit
|
Date Filed
|
|
|
|
|
|
|
|
Furnished herewith
|
||
|
|
|
|
|
|
|
Furnished herewith
|
||
|
|
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
Filed herewith
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
Filed herewith
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
Filed herewith
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
Filed herewith
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
Filed herewith
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
Filed herewith
|
|
PAR TECHNOLOGY CORPORATION
|
|
|
March 16, 2018
|
/s/ Donald H. Foley
|
|
Donald H. Foley
|
|
Chief Executive Officer & President
|
|
(Principal Executive Officer)
|
Signatures
|
|
Title
|
Date
|
|
|
|
|
/s/ Donald H. Foley
|
|
Chief Executive Officer, President & Director
|
|
Donald H. Foley
|
|
(Principal Executive Officer)
|
March 16, 2018
|
|
|
|
|
/s/ Bryan A. Menar
|
|
Chief Financial and Accounting Officer
|
|
Bryan A. Menar
|
|
(Principal Financial Officer)
|
March 16, 2018
|
|
|
|
|
/s/ Cynthia A. Russo
|
|
|
|
Cynthia A. Russo
|
|
Director
|
March 16, 2018
|
|
|
|
|
/s/ Doug Rauch
|
|
|
|
Doug Rauch
|
|
Director
|
March 16, 2018
|
|
|
|
|
/s/ James Stoffel
|
|
|
|
James Stoffel
|
|
Director
|
March 16, 2018
|
|
|
|
|
/s/ John W. Sammon
|
|
|
|
John W. Sammon
|
|
Director
|
March 16, 2018
|
Name of the Participant:
|
|
Grant Date:
|
|
Total number of Shares subject to the Option:
|
shares of Common Stock
|
Exercise Price per Share:
|
$
|
Total Exercise Price:
|
$
|
Expiration Date:
|
|
Type of Option:
|
☐ Incentive Stock Option
☐ Non-qualified Stock Option
|
Vesting Schedule
1
:
|
Subject to the Participant’s continued employment or service with the Company or any of its subsidiaries or affiliates through the applicable Vesting Date, the Option shall vest and become exercisable in accordance with the following schedule:
Vesting Date
Percentage Vested
[•] [•]% of the Shares
[•] [•]% of the Shares
[•] [•]% of the Shares
|
Change of Control (as defined in the Plan):
|
As an exception to the Vesting Schedule, all unvested Shares subject to the Option shall vest as of the effective date of a Change of Control.
|
PAR Technology Corporation
|
|
|
|
Participant Signature
|
|
By
|
|
|
Title:
|
|
|
□
|
Cash or check.
|
□
|
By surrender of shares of Common Stock of the Company having a Fair Market Value on the date of surrender equal to the aggregate Exercise Price (if permitted by the Committee).
|
□
|
By surrender of Shares issuable upon the exercise of the Option having a Fair Market Value on the date of exercise equal to the aggregate Exercise Price (if permitted by the Committee).
|
□
|
Through a third-party broker (if permitted by the Committee).
|
Name of the Participant:
|
|
Grant Date:
|
|
Number of shares of Restricted Stock:
|
|
Vesting Schedule
1
:
|
[
For employees
:
|
|
Subject to the Participant’s continued employment or service with the Company or any of its subsidiaries or affiliates through the applicable Vesting Date:
|
|
[
] shares of Restricted Stock (i.e., 50% of the shares of
|
|
Restricted Stock subject to the Award) shall vest in accordance
|
|
with the following schedule (
time-vesting
),
|
|
Vesting Date
Percentage Vested
|
|
[•] [•]% of Restricted Shares
|
|
[•] [•]% of Restricted Shares
|
|
[•] [•]% of Restricted Shares
|
|
[
] shares of Restricted Stock (i.e., 50% of the shares of
|
|
Restricted Stock subject to the Award) shall vest (
performance
|
|
vesting
): in [one-third] increments as soon as practicable
|
|
following the completion of the applicable “performance year”,
|
|
and subject to the determination by the Company’s Board of
|
|
Directors or Committee thereof (“Committee) of the
|
|
achievement of the applicable performance target for the
|
|
applicable performance year.
|
|
|
|
Vesting Date, Performance
|
|
Performance Year Ending
Target
|
|
[•] [•]
|
|
[•] [•]
|
|
[•] [•]
|
|
Notwithstanding the foregoing, if the performance target for an applicable performance year is not met, the Participant shall have the right to otherwise vest in the shares of Restricted Stock for such missed performance year at the end of the immediately subsequent performance year, if the cumulative actual performance for the missed performance year and the immediately subsequent performance year exceeds the cumulative performance targets for such performance years. The Participant shall only have the right to vest in shares of Restricted Stock for a missed performance year at the end of the immediately subsequent performance year based on the cumulative actual performance, as compared to the cumulative performance targets, for the missed performance year and the immediately subsequent performance year. However, in the case of the final performance year, if the performance target for that performance year is not met, the Participant shall vest in the otherwise unvested shares of Restricted Stock for such performance year if the cumulative actual performance for all three performance years exceeds the cumulative performance targets for all three performance years.
[
For directors:
The Award shall vest in full on [ ] (the “Vesting Date”), subject to the Participant’s continued service as a director through such Vesting Date.
|
Change of Control (as defined in the Plan):
|
[
For employees:
As an exception to the Vesting Schedule, as of the effective date of a Change of Control (a) all unvested time-vesting shares of Restricted Stock as of such date shall vest and (b) all unvested performance-vesting shares of Restricted Stock as of such date shall convert into time vesting shares of Restricted Stock and such shares shall (time) vest ratably on the remaining Vesting Dates, unless terminated without cause within 12-months of a Change of Control, in which case, all unvested shares of Restricted Stock shall vest as of the effective date of Participant’s termination of employment.
[
For directors:
As an exception to the Vesting Schedule, as of the effective date of a Change of Control all unvested shares of Restricted Stock as of such date shall vest.
|
Death:
|
As an exception to the Vesting Schedule, in the event the
Participant’s employment or service with the Company or any of its subsidiaries or affiliates is terminated due to the Participant’s death, all unvested [time vesting] shares of Restricted Stock shall immediately vest.
|
PAR Technology Corporation
|
|
|
|
Participant Signature
|
|
By
|
|
|
Title:
|
|
|
1.
|
The Taxpayer’s name, address and taxpayer identification number are as follows: Name:
|
2.
|
The property with respect to which this election is being made is:
shares of common stock of PAR Technology Corporation, a Delaware corporation (the “Company”), $0.02 par value per share (the “Shares”).
|
3.
|
The date of the transfer of the Shares is
, 20
. This election is made for the taxable year of the Taxpayer ending December 31, 20
.
|
4.
|
The nature of the restrictions to which the Shares are subject is as follows: The Shares may be forfeited if Taxpayer’s continuous service with the Company terminates.
|
5.
|
The Fair Market Value of such Shares at the time of transfer to the Taxpayer, determined without regard to any lapse restrictions as defined in Reg. § 1.83-3(i), is
per share.
|
6.
|
The amount paid for the Shares is $0 per share.
|
7.
|
A copy of this election has been furnished by personal delivery to the Company.
|
Name of the Participant:
|
Donald H. Foley
|
Grant Date:
|
January 31, 2018
|
Number of shares of Restricted Stock:
|
3,919
|
Vesting Schedule:
|
The shares of Restricted Stock shall vest in accordance with the following schedule, subject to the Participant’s continued employment or service with the Company or any of its subsidiaries or affiliates through the applicable Vesting Date:
Vesting Date
Number of shares of Restricted
Stock Vested
January 31, 2018 1,202 Restricted Shares
February 28, 2018 1,086 Restricted Shares
March 31, 2018 1,202 Restricted Shares
April 11, 2018 429 Restricted Shares
|
Change of Control (as defined in the Plan):
|
As an exception to the Vesting Schedule, as of the effective date of a Change of Control all unvested shares of Restricted Stock as of such date shall vest.
|
Death:
|
As an exception to the Vesting Schedule, in the event the Participant’s employment or service with the Company or any of its subsidiaries or affiliates is terminated due to the Participant’s death, all unvested shares of Restricted Stock shall immediately vest.
|
1.
|
The Taxpayer’s name, address and taxpayer identification number are as follows: Name:
|
2.
|
The property with respect to which this election is being made is:
shares of common stock of PAR Technology Corporation, a Delaware corporation (the “Company”), $0.02 par value per share (the “Shares”).
|
3.
|
The date of the transfer of the Shares is
, 20
. This election is made for the taxable year of the Taxpayer ending December 31, 20 .
|
4.
|
The nature of the restrictions to which the Shares are subject is as follows: The Shares may be forfeited if Taxpayer’s continuous service with the Company terminates.
|
5.
|
The Fair Market Value of such Shares at the time of transfer to the Taxpayer, determined without regard to any lapse restrictions as defined in Reg. § 1.83-3(i), is
per share.
|
6.
|
The amount paid for the Shares is $0 per share.
|
7.
|
A copy of this election has been furnished by personal delivery to the Company.
|
Name
|
State of Incorporation
|
|
|
ParTech, Inc.
|
New York
|
|
|
Brink Software Inc.
|
California
|
|
|
PAR Government Systems Corporation
|
New York
|
|
|
Ausable Solutions, Inc.
|
Delaware
|
|
1.
|
I have reviewed this report on Form 10-K of PAR Technology Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
March 16, 2018
|
/s/ Donald H. Foley
|
|
Donald H. Foley
|
|
Chief Executive Officer & President
|
|
(Principal Executive Officer)
|
|
|
1.
|
I have reviewed this report on Form 10-K of PAR Technology Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
March 16, 2018
|
/s/ Bryan A. Menar
|
|
Bryan A. Menar
|
|
Chief Financial and Accounting Officer
|
|
(Principal Financial Officer)
|
|
|
(i)
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
March 16, 2018
|
|
/s/ Donald H. Foley
|
Donald H. Foley
|
Chief Executive Officer & President
|
(Principal Executive Officer)
|
|
|
(i)
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
March 16, 2018
|
|
/s/ Bryan A. Menar
|
Bryan A. Menar
|
Chief Financial and Accounting Officer
|
(Principal Financial Officer)
|
|