|
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
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol
|
Name of exchange on which registered
|
Common Stock
|
PAR
|
New York Stock Exchange
|
Large Accelerated Filer ☐
|
Accelerated Filer
þ
|
Non Accelerated Filer ☐
|
Smaller Reporting Company
þ
|
|
Emerging Growth Company ☐
|
Item
Number
|
|
Page
|
|
|
|
Item 1.
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
4
|
|
|
|
|
|
5
|
|
|
|
|
|
6
|
|
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
PART II
|
||
OTHER INFORMATION
|
||
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 6.
|
24
|
|
|
|
|
|
Item 1.
|
Financial Statements
|
|
(unaudited)
|
|
(note 1)
|
||||
Assets
|
June 30, 2019
|
|
December 31, 2018
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
58,661
|
|
|
$
|
3,485
|
|
Accounts receivable – net
|
25,886
|
|
|
26,219
|
|
||
Inventories – net
|
20,433
|
|
|
22,737
|
|
||
Asset held for sale
|
2,477
|
|
|
—
|
|
||
Other current assets
|
6,657
|
|
|
3,251
|
|
||
Total current assets
|
114,114
|
|
|
55,692
|
|
||
Property, plant and equipment – net
|
13,641
|
|
|
12,575
|
|
||
Goodwill
|
11,051
|
|
|
11,051
|
|
||
Intangible assets – net
|
8,555
|
|
|
10,859
|
|
||
Operating lease right-of-use assets
|
3,323
|
|
|
—
|
|
||
Other assets
|
4,388
|
|
|
4,504
|
|
||
Total Assets
|
$
|
155,072
|
|
|
$
|
94,681
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Borrowings on line of credit
|
$
|
—
|
|
|
$
|
7,819
|
|
Accounts payable
|
10,434
|
|
|
12,644
|
|
||
Accrued salaries and benefits
|
5,700
|
|
|
5,940
|
|
||
Accrued expenses
|
2,257
|
|
|
2,113
|
|
||
Operating lease liabilities - current portion
|
1,206
|
|
|
—
|
|
||
Customer deposits and deferred service revenue
|
10,736
|
|
|
9,851
|
|
||
Other current liabilities
|
—
|
|
|
2,550
|
|
||
Total current liabilities
|
30,333
|
|
|
40,917
|
|
||
Operating lease liabilities - net of current portion
|
2,153
|
|
|
—
|
|
||
Deferred service revenue
|
4,343
|
|
|
4,407
|
|
||
Long-term debt
|
59,255
|
|
|
—
|
|
||
Other long-term liabilities
|
3,201
|
|
|
3,411
|
|
||
Total liabilities
|
99,285
|
|
|
48,735
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Shareholders’ Equity:
|
|
|
|
|
|
||
Preferred stock, $.02 par value, 1,000,000 shares authorized
|
—
|
|
|
—
|
|
||
Common stock, $.02 par value, 29,000,000 shares authorized; 18,005,285 and 17,879,761 shares issued, 16,297,176 and 16,171,652 outstanding at June 30, 2019 and December 31, 2018, respectively
|
360
|
|
|
357
|
|
||
Capital in excess of par value
|
63,806
|
|
|
50,251
|
|
||
Retained earnings
|
1,589
|
|
|
5,427
|
|
||
Accumulated other comprehensive loss
|
(4,132
|
)
|
|
(4,253
|
)
|
||
Treasury stock, at cost, 1,708,109 shares
|
(5,836
|
)
|
|
(5,836
|
)
|
||
Total shareholders’ equity
|
55,787
|
|
|
45,946
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
155,072
|
|
|
$
|
94,681
|
|
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
2019
|
|
2018
|
||||||||
Net revenues:
|
|
|
|
|
|
|
||||||||
Product
|
$
|
14,728
|
|
|
$
|
20,883
|
|
$
|
30,245
|
|
|
$
|
47,207
|
|
Service
|
13,534
|
|
|
13,944
|
|
27,577
|
|
|
27,140
|
|
||||
Contract
|
15,985
|
|
|
17,744
|
|
31,107
|
|
|
33,885
|
|
||||
|
44,247
|
|
|
52,571
|
|
88,929
|
|
|
108,232
|
|
||||
Costs of sales:
|
|
|
|
|
|
|
|
|
|
|
||||
Product
|
11,412
|
|
|
15,339
|
|
22,653
|
|
|
34,779
|
|
||||
Service
|
9,876
|
|
|
10,205
|
|
19,903
|
|
|
19,752
|
|
||||
Contract
|
14,386
|
|
|
15,667
|
|
28,036
|
|
|
30,494
|
|
||||
|
35,674
|
|
|
41,211
|
|
70,592
|
|
|
85,025
|
|
||||
Gross margin
|
8,573
|
|
|
11,360
|
|
18,337
|
|
|
23,207
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative
|
9,059
|
|
|
9,020
|
|
17,623
|
|
|
17,620
|
|
||||
Research and development
|
2,725
|
|
|
3,222
|
|
5,785
|
|
|
6,090
|
|
||||
Amortization of identifiable intangible assets
|
242
|
|
|
242
|
|
483
|
|
|
483
|
|
||||
|
12,026
|
|
|
12,484
|
|
23,891
|
|
|
24,193
|
|
||||
Operating loss
|
(3,453
|
)
|
|
(1,124
|
)
|
(5,554
|
)
|
|
(986
|
)
|
||||
Other expense, net
|
(374
|
)
|
|
(384
|
)
|
(804
|
)
|
|
(335
|
)
|
||||
Interest expense, net
|
(1,244
|
)
|
|
(78
|
)
|
(1,390
|
)
|
|
(119
|
)
|
||||
Loss before benefit from income taxes
|
(5,071
|
)
|
|
(1,586
|
)
|
(7,748
|
)
|
|
(1,440
|
)
|
||||
Benefit from income taxes
|
3,962
|
|
|
263
|
|
3,910
|
|
|
185
|
|
||||
Net loss
|
$
|
(1,109
|
)
|
|
$
|
(1,323
|
)
|
$
|
(3,838
|
)
|
|
$
|
(1,255
|
)
|
Basic Loss per Share:
|
|
|
|
|
|
|
|
|
||||||
Net loss
|
$
|
(0.07
|
)
|
|
$
|
(0.08
|
)
|
$
|
(0.24
|
)
|
|
$
|
(0.08
|
)
|
Diluted Loss per Share:
|
|
|
|
|
|
|
|
|
||||||
Net loss
|
$
|
(0.07
|
)
|
|
$
|
(0.08
|
)
|
$
|
(0.24
|
)
|
|
$
|
(0.08
|
)
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
||||||
Basic
|
16,290
|
|
|
16,330
|
|
16,085
|
|
|
15,993
|
|
||||
Diluted
|
16,290
|
|
|
16,330
|
|
16,085
|
|
|
15,993
|
|
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
2019
|
|
2018
|
||||||||
Net loss
|
$
|
(1,109
|
)
|
|
$
|
(1,323
|
)
|
$
|
(3,838
|
)
|
|
$
|
(1,255
|
)
|
Other comprehensive income (loss), net of applicable tax:
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
131
|
|
|
(625
|
)
|
121
|
|
|
(202
|
)
|
||||
Comprehensive loss
|
$
|
(978
|
)
|
|
$
|
(1,948
|
)
|
$
|
(3,717
|
)
|
|
$
|
(1,457
|
)
|
(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, 2017
|
17,677
|
|
$
|
354
|
|
$
|
48,349
|
|
$
|
29,549
|
|
$
|
(3,430
|
)
|
(1,708
|
)
|
$
|
(5,836
|
)
|
$
|
68,986
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
68
|
|
—
|
|
—
|
|
—
|
|
68
|
|
||||||
Equity based compensation
|
—
|
|
—
|
|
181
|
|
—
|
|
—
|
|
—
|
|
—
|
|
181
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
423
|
|
—
|
|
—
|
|
423
|
|
||||||
Balances at March 31, 2018
|
17,677
|
|
$
|
354
|
|
$
|
48,530
|
|
$
|
29,617
|
|
$
|
(3,007
|
)
|
(1,708
|
)
|
$
|
(5,836
|
)
|
$
|
69,658
|
|
Net loss
|
—
|
|
—
|
|
—
|
|
(1,323
|
)
|
—
|
|
—
|
|
—
|
|
(1,323
|
)
|
||||||
Issuance of common stock upon the exercise of stock options
|
208
|
|
3
|
|
728
|
|
—
|
|
—
|
|
—
|
|
—
|
|
731
|
|
||||||
Equity based compensation
|
—
|
|
—
|
|
250
|
|
—
|
|
—
|
|
—
|
|
—
|
|
250
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
(625
|
)
|
—
|
|
—
|
|
(625
|
)
|
||||||
Balances at June 30, 2018
|
17,885
|
|
$
|
357
|
|
$
|
49,508
|
|
$
|
28,294
|
|
$
|
(3,632
|
)
|
(1,708
|
)
|
$
|
(5,836
|
)
|
$
|
68,691
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances at December 31, 2018
|
17,878
|
|
$
|
357
|
|
$
|
50,251
|
|
$
|
5,427
|
|
$
|
(4,253
|
)
|
(1,708
|
)
|
$
|
(5,836
|
)
|
$
|
45,946
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net loss
|
—
|
|
—
|
|
—
|
|
(2,729
|
)
|
—
|
|
—
|
|
—
|
|
(2,729
|
)
|
||||||
Issuance of common stock upon the exercise of stock options
|
78
|
|
—
|
|
30
|
|
—
|
|
—
|
|
—
|
|
—
|
|
30
|
|
||||||
Equity based compensation
|
—
|
|
—
|
|
248
|
|
—
|
|
—
|
|
—
|
|
—
|
|
248
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
(10
|
)
|
—
|
|
—
|
|
(10
|
)
|
||||||
Balances at March 31, 2019
|
17,956
|
|
$
|
357
|
|
$
|
50,529
|
|
$
|
2,698
|
|
$
|
(4,263
|
)
|
(1,708
|
)
|
$
|
(5,836
|
)
|
$
|
43,485
|
|
Net loss
|
—
|
|
—
|
|
—
|
|
(1,109
|
)
|
—
|
|
—
|
|
—
|
|
(1,109
|
)
|
||||||
Issuance of common stock upon the exercise of stock options
|
79
|
|
3
|
|
210
|
|
—
|
|
—
|
|
—
|
|
—
|
|
213
|
|
||||||
Equity based compensation
|
—
|
|
—
|
|
602
|
|
—
|
|
—
|
|
—
|
|
—
|
|
602
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
131
|
|
—
|
|
—
|
|
131
|
|
||||||
Convertible notes conversion discount (net of taxes $4.1 million and issuance costs of $1.1 million)
|
—
|
|
—
|
|
12,465
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12,465
|
|
||||||
Balances at June 30, 2019
|
18,035
|
|
$
|
360
|
|
$
|
63,806
|
|
$
|
1,589
|
|
$
|
(4,132
|
)
|
(1,708
|
)
|
$
|
(5,836
|
)
|
$
|
55,787
|
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(3,838
|
)
|
|
$
|
(1,255
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
|
|
||
Depreciation, amortization and accretion
|
3,121
|
|
|
2,279
|
|
||
Provision for bad debts
|
397
|
|
|
314
|
|
||
Provision for obsolete inventory
|
(522
|
)
|
|
974
|
|
||
Equity based compensation
|
850
|
|
|
431
|
|
||
Deferred income tax
|
(4,065
|
)
|
|
(361
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(284
|
)
|
|
(3,655
|
)
|
||
Inventories
|
1,876
|
|
|
(5,976
|
)
|
||
Other current assets
|
(3,406
|
)
|
|
30
|
|
||
Other assets
|
150
|
|
|
(283
|
)
|
||
Accounts payable
|
(2,208
|
)
|
|
6,740
|
|
||
Accrued salaries and benefits
|
(240
|
)
|
|
(122
|
)
|
||
Accrued expenses
|
2,840
|
|
|
(1,151
|
)
|
||
Customer deposits and deferred service revenue
|
1,548
|
|
|
3,110
|
|
||
Other long-term liabilities
|
(2,760
|
)
|
|
(486
|
)
|
||
Net cash (used in) provided by operating activities
|
(6,541
|
)
|
|
589
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
(1,693
|
)
|
|
(1,737
|
)
|
||
Capitalization of software costs
|
(1,624
|
)
|
|
(2,098
|
)
|
||
Net cash used in investing activities
|
(3,317
|
)
|
|
(3,835
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payments of long-term debt
|
—
|
|
|
(96
|
)
|
||
Payment of contingent consideration for Brink Earn Out
|
(2,550
|
)
|
|
(10,059
|
)
|
||
Payments of bank borrowings
|
(17,459
|
)
|
|
14,950
|
|
||
Proceeds from bank borrowings
|
9,640
|
|
|
—
|
|
||
Proceeds from notes payable, net of issuance costs
|
75,039
|
|
|
—
|
|
||
Proceeds from stock options
|
243
|
|
|
731
|
|
||
Net cash provided by financing activities
|
64,913
|
|
|
5,526
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
121
|
|
|
(202
|
)
|
||
Net increase in cash and cash equivalents
|
55,176
|
|
|
2,078
|
|
||
Cash and cash equivalents at beginning of period
|
3,485
|
|
|
6,600
|
|
||
Cash and equivalents at end of period
|
$
|
58,661
|
|
|
$
|
8,678
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest
|
$
|
153
|
|
|
$
|
78
|
|
Income taxes, net of refunds
|
125
|
|
|
83
|
|
||
Additions to right-of-use assets and deferred rent obtained from operating lease liabilities
|
3,359
|
|
|
—
|
|
|
Balance at June 30, 2019
|
|||||
|
Current - under one year
|
Non-current - over one year
|
||||
Restaurant/Retail
|
$
|
10,657
|
|
$
|
4,343
|
|
Government
|
79
|
|
—
|
|
||
TOTAL
|
$
|
10,736
|
|
$
|
4,343
|
|
|
Balance at December 31, 2018
|
|||||
|
Current - under one year
|
Non-current - over one year
|
||||
Restaurant/Retail
|
$
|
9,320
|
|
$
|
4,407
|
|
Government
|
325
|
|
—
|
|
||
TOTAL
|
$
|
9,645
|
|
$
|
4,407
|
|
|
Three months ended June 30, 2019
|
||||||||
|
Restaurant/Retail - Point in Time
|
Restaurant/Retail - Over Time
|
Government - Over Time
|
||||||
Restaurant/Retail
|
$
|
21,503
|
|
$
|
5,829
|
|
$
|
—
|
|
Grocery
|
283
|
|
647
|
|
—
|
|
|||
Mission Systems
|
—
|
|
—
|
|
8,192
|
|
|||
ISR Solutions
|
—
|
|
—
|
|
7,793
|
|
|||
TOTAL
|
$
|
21,786
|
|
$
|
6,476
|
|
$
|
15,985
|
|
|
Three months ended June 30, 2018
|
||||||||
|
Restaurant/Retail - Point in Time
|
Restaurant/Retail - Over Time
|
Government - Over Time
|
||||||
Restaurant/Retail
|
$
|
27,430
|
|
$
|
5,742
|
|
$
|
—
|
|
Grocery
|
873
|
|
782
|
|
—
|
|
|||
Mission Systems
|
—
|
|
—
|
|
8,707
|
|
|||
ISR Solutions
|
—
|
|
—
|
|
9,037
|
|
|||
TOTAL
|
$
|
28,303
|
|
$
|
6,524
|
|
$
|
17,744
|
|
|
Six months ended June 30, 2019
|
||||||||
|
Restaurant/Retail - Point in Time
|
Restaurant/Retail - Over Time
|
Government - Over Time
|
||||||
Restaurant/Retail
|
$
|
43,880
|
|
$
|
11,579
|
|
$
|
—
|
|
Grocery
|
732
|
|
1,631
|
|
—
|
|
|||
Mission Systems
|
—
|
|
—
|
|
16,738
|
|
|||
ISR Solutions
|
—
|
|
—
|
|
14,369
|
|
|||
TOTAL
|
$
|
44,612
|
|
$
|
13,210
|
|
$
|
31,107
|
|
|
Six months ended June 30, 2018
|
||||||||
|
Restaurant/Retail - Point in Time
|
Restaurant/Retail - Over Time
|
Government - Over Time
|
||||||
Restaurant/Retail
|
$
|
59,594
|
|
$
|
11,599
|
|
$
|
—
|
|
Grocery
|
1,626
|
|
1,528
|
|
—
|
|
|||
Mission Systems
|
—
|
|
—
|
|
17,041
|
|
|||
ISR Solutions
|
—
|
|
—
|
|
16,844
|
|
|||
TOTAL
|
$
|
61,220
|
|
$
|
13,127
|
|
$
|
33,885
|
|
|
June 30, 2019
|
||
Accounts receivable - net
|
$
|
220
|
|
Intangible assets
|
2,180
|
|
|
Inventories - net
|
950
|
|
|
Total assets
|
3,350
|
|
|
Deferred revenue
|
726
|
|
|
Other liabilities
|
147
|
|
|
Total liabilities
|
873
|
|
|
Total net assets
|
$
|
2,477
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||
|
2019
|
2018
|
2019
|
2018
|
||||||||
Operating lease cost
|
$
|
302
|
|
$
|
251
|
|
$
|
848
|
|
$
|
708
|
|
Total lease cost
|
$
|
302
|
|
$
|
251
|
|
$
|
848
|
|
$
|
708
|
|
|
Three Months Ended
June 30, 2019 |
Six Months Ended
June 30, 2019 |
||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||||
Operating cash flows from operating leases
|
$
|
569
|
|
$
|
1,115
|
|
|
June 30, 2019
|
||
Operating leases
|
|
||
Operating lease right-of-use assets
|
$
|
3,323
|
|
Operating lease liabilities - current portion
|
1,206
|
|
|
Operating lease liabilities - net of current portion
|
2,153
|
|
|
Total operating lease liabilities
|
$
|
3,359
|
|
Weighted-average remaining lease term
|
|
||
Operating leases
|
3.9 years
|
|
|
Weighted-average discount rate
|
|
||
Operating leases
|
4
|
%
|
|
Operating Leases
|
||
2019
|
$
|
833
|
|
2020
|
1,034
|
|
|
2021
|
762
|
|
|
2022
|
582
|
|
|
2023
|
578
|
|
|
Thereafter
|
75
|
|
|
Total lease payments
|
3,864
|
|
|
Less: interest
|
(505
|
)
|
|
Total
|
$
|
3,359
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Government reporting segment:
|
|
|
|
||||
Billed
|
$
|
7,782
|
|
|
$
|
9,100
|
|
Advanced billings
|
(214
|
)
|
|
(563
|
)
|
||
|
7,568
|
|
|
8,537
|
|
||
|
|
|
|
||||
Restaurant/Retail reporting segment:
|
18,318
|
|
|
17,682
|
|
||
Accounts receivable - net
|
$
|
25,886
|
|
|
$
|
26,219
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Finished goods
|
$
|
7,533
|
|
|
$
|
12,472
|
|
Work in process
|
466
|
|
|
67
|
|
||
Component parts
|
6,903
|
|
|
4,716
|
|
||
Service parts
|
5,531
|
|
|
5,482
|
|
||
|
$
|
20,433
|
|
|
$
|
22,737
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|
Estimated
Useful Life
|
||||
Acquired and internally developed software costs
|
$
|
13,902
|
|
|
$
|
18,972
|
|
|
3 - 5 years
|
Customer relationships
|
160
|
|
|
160
|
|
|
7 years
|
||
Non-competition agreements
|
30
|
|
|
30
|
|
|
1 year
|
||
|
14,092
|
|
|
19,162
|
|
|
|
||
Less accumulated amortization
|
(9,059
|
)
|
|
(11,708
|
)
|
|
|
||
|
$
|
5,033
|
|
|
$
|
7,454
|
|
|
|
Internally developed software costs not meeting general release threshold
|
3,122
|
|
|
3,005
|
|
|
|
||
Trademarks, trade names (non-amortizable)
|
400
|
|
|
400
|
|
|
N/A
|
||
|
$
|
8,555
|
|
|
$
|
10,859
|
|
|
|
2019, remaining
|
$
|
1,337
|
|
2020
|
2,132
|
|
|
2021
|
1,286
|
|
|
2022
|
278
|
|
|
2023
|
—
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
5,033
|
|
|
June 30, 2019
|
|
||||||||
Principal amount of 2024 Notes outstanding
|
$
|
80,000
|
|
|
||||||
Unamortized discount (including unamortized debt issuance cost)
|
(20,745
|
)
|
|
|||||||
Total long-term portion of notes payable
|
$
|
59,255
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||
Equity component of notes
|
|
$
|
17,624
|
|
|
|
|
|
||
Less: Deferred tax liability
|
|
|
(4,065
|
)
|
|
|
|
|
||
Less: Issuance costs
|
|
|
(1,094
|
)
|
|
|
|
|
||
Capital in excess of Par Value
|
|
$
|
12,465
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss
|
$
|
(1,109
|
)
|
|
$
|
(1,323
|
)
|
|
$
|
(3,838
|
)
|
|
$
|
(1,255
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares outstanding at beginning of period
|
16,044
|
|
|
16,286
|
|
|
16,041
|
|
|
15,969
|
|
||||
Weighted average shares issued/(repurchased) during the period, net
|
246
|
|
|
44
|
|
|
44
|
|
|
24
|
|
||||
Weighted average common shares, basic
|
16,290
|
|
|
16,330
|
|
|
16,085
|
|
|
15,993
|
|
||||
Net loss per common share, basic
|
$
|
(0.07
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.08
|
)
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares, basic
|
16,290
|
|
|
16,330
|
|
|
16,085
|
|
|
15,993
|
|
||||
Dilutive impact of stock options and restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted average common shares, diluted
|
16,290
|
|
|
16,330
|
|
|
16,085
|
|
|
15,993
|
|
||||
Net loss per common share, diluted
|
$
|
(0.07
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.08
|
)
|
|
Three Months
Ended June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Restaurant/Retail
|
$
|
28,262
|
|
|
$
|
34,827
|
|
|
$
|
57,822
|
|
|
$
|
74,347
|
|
Government
|
15,985
|
|
|
17,744
|
|
|
31,107
|
|
|
33,885
|
|
||||
Total
|
$
|
44,247
|
|
|
$
|
52,571
|
|
|
$
|
88,929
|
|
|
$
|
108,232
|
|
|
|
|
|
|
|
|
|
||||||||
Operating loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restaurant/Retail
|
$
|
(4,615
|
)
|
|
$
|
(2,800
|
)
|
|
$
|
(7,597
|
)
|
|
$
|
(3,408
|
)
|
Government
|
1,518
|
|
|
2,012
|
|
|
2,881
|
|
|
3,278
|
|
||||
Other
|
(356
|
)
|
|
(336
|
)
|
|
(838
|
)
|
|
(856
|
)
|
||||
|
(3,453
|
)
|
|
(1,124
|
)
|
|
(5,554
|
)
|
|
(986
|
)
|
||||
Other expense, net
|
(374
|
)
|
|
(384
|
)
|
|
(804
|
)
|
|
(335
|
)
|
||||
Interest expense, net
|
(1,244
|
)
|
|
(78
|
)
|
|
(1,390
|
)
|
|
(119
|
)
|
||||
Loss before provision for income taxes
|
$
|
(5,071
|
)
|
|
$
|
(1,586
|
)
|
|
$
|
(7,748
|
)
|
|
$
|
(1,440
|
)
|
|
|
|
|
|
|
|
|
||||||||
Depreciation, amortization and accretion:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restaurant/Retail
|
$
|
1,201
|
|
|
$
|
1,057
|
|
|
$
|
2,069
|
|
|
$
|
1,965
|
|
Government
|
18
|
|
|
6
|
|
|
37
|
|
|
11
|
|
||||
Other
|
890
|
|
|
154
|
|
|
1,015
|
|
|
303
|
|
||||
Total
|
$
|
2,109
|
|
|
$
|
1,217
|
|
|
$
|
3,121
|
|
|
$
|
2,279
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures including software costs:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restaurant/Retail
|
$
|
778
|
|
|
$
|
1,126
|
|
|
$
|
1,841
|
|
|
$
|
2,265
|
|
Government
|
—
|
|
|
37
|
|
|
176
|
|
|
37
|
|
||||
Other
|
616
|
|
|
1,002
|
|
|
1,300
|
|
|
1,533
|
|
||||
Total
|
$
|
1,394
|
|
|
$
|
2,165
|
|
|
$
|
3,317
|
|
|
$
|
3,835
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues by country:
|
|
|
|
|
|
|
|
|
|
|
|
||||
United States
|
$
|
41,657
|
|
|
$
|
48,845
|
|
|
$
|
83,582
|
|
|
$
|
101,523
|
|
Other Countries
|
2,590
|
|
|
3,726
|
|
|
5,347
|
|
|
6,709
|
|
||||
Total
|
$
|
44,247
|
|
|
$
|
52,571
|
|
|
$
|
88,929
|
|
|
$
|
108,232
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Restaurant/Retail
|
$
|
70,275
|
|
|
$
|
68,004
|
|
Government
|
11,214
|
|
|
9,867
|
|
||
Other
|
73,583
|
|
|
16,810
|
|
||
Total
|
$
|
155,072
|
|
|
$
|
94,681
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
United States
|
$
|
145,430
|
|
|
$
|
84,652
|
|
Other Countries
|
9,642
|
|
|
10,029
|
|
||
Total
|
$
|
155,072
|
|
|
$
|
94,681
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Restaurant/Retail
|
$
|
10,315
|
|
|
$
|
10,315
|
|
Government
|
736
|
|
|
736
|
|
||
Total
|
$
|
11,051
|
|
|
$
|
11,051
|
|
|
Three Months
Ended June 30, |
|
Six Months
Ended June 30, |
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Restaurant/Retail reporting segment:
|
|
|
|
|
|
|
|
||||
McDonald’s Corporation
|
10
|
%
|
|
22
|
%
|
|
10
|
%
|
|
25
|
%
|
Yum! Brands, Inc.
|
13
|
%
|
|
12
|
%
|
|
13
|
%
|
|
12
|
%
|
Government reporting segment:
|
|
|
|
|
|
|
|
|
|||
U.S. Department of Defense
|
36
|
%
|
|
34
|
%
|
|
35
|
%
|
|
31
|
%
|
All Others
|
41
|
%
|
|
32
|
%
|
|
42
|
%
|
|
32
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Level 3 Inputs
|
||
|
Liabilities
|
||
Balance at December 31, 2018
|
$
|
2,550
|
|
New level 3 liability
|
—
|
|
|
Total gains (losses) reported in earnings
|
—
|
|
|
Settlement of Level 3 liabilities
|
(2,550
|
)
|
|
Balance at June 30, 2019
|
$
|
—
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4
.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use Of Proceeds
|
Item 5.
|
Other Information
|
Item 6
.
|
Exhibits
|
Exhibit
Number
|
|
Incorporated by reference into
this Quarterly Report on Form 10-Q
|
Date
Filed or
Furnished
|
|
Exhibit Description
|
Form
|
Exhibit No.
|
||
|
|
|
|
|
4.1
|
8-K
|
4.1
|
4/15/2019
|
|
|
|
|
|
|
4.2
|
8-K
|
4.1 (Exhibit A to the Indenture filed as Exhibit 4.1)
|
4/15/2019
|
|
|
|
|
|
|
10.1
|
S-8 (File No. 333-232589)
|
99.1
|
7/9/2019
|
|
|
|
|
|
|
10.2
|
|
|
Filed herewith
|
|
|
|
|
|
|
10.3
|
|
|
Filed herewith
|
|
|
|
|
|
|
10.4
|
|
|
Filed herewith
|
|
|
|
|
|
|
31.1
|
|
|
Filed herewith
|
|
|
|
|
|
|
31.2
|
|
|
Filed herewith
|
|
|
|
|
|
|
32.1
|
|
|
Furnished herewith
|
|
|
|
|
|
|
32.2
|
|
|
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
|
|
|
(Registrant)
|
|
|
|
Date:
|
August 7, 2019
|
/s/ Bryan A. Menar
|
|
|
Bryan A. Menar
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
Name of the Participant:
|
|
Grant Date:
|
|
Total number of Shares subject to the Option:
|
|
Exercise Price per Share:
|
|
Total Exercise Price:
|
|
Expiration Date:
|
|
Type of Option:
|
☐ Incentive Stock Option
☐ Non-qualified Stock Option
|
Vesting 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, the Option shall vest and become exercisable in accordance with the following schedule:
|
Change of Control (as defined in the Plan):
|
|
Submitted by:
|
|
Accepted by:
|
Participant
|
|
PAR Technology Corporation
|
|
|
|
|
|
|
Signature
|
|
By
|
|
|
|
|
|
|
Print Name
|
|
Title
|
|
|
|
|
|
|
Name of the Participant:
|
|
Grant Date:
|
|
Number of shares of Restricted Stock:
|
|
Vesting Schedule:
|
Time-vesting
. [●] shares of Restricted Stock shall vest in accordance with the following schedule, provided, the Participant is employed with or providing services to the Company or any of its subsidiaries or affiliates through the applicable Vesting Date:
Performance vesting
. [●] shares of Restricted Stock shall vest in accordance with the following schedule, provided, (a) the performance target(s)* set forth in
Schedule A
for the applicable performance year(s) is achieved and (b) the Participant is employed with or providing services to the Company or any of its subsidiaries or affiliates through the applicable Vesting Date:
[*performance targets selected by the Committee for a performance year(s) might include (without limitation) profits or net income before taxes, revenue or revenue growth, earnings before interest, tax, depreciation, and amortization, earnings per share, total shareholder return either alone or relative to one or more stock market or financial indices, budget objectives, working capital, market share, customer and market reputation, increases in customer base or construct, measures of customer satisfaction, cost reductions, mergers, acquisitions or divestitures, productivity measures, or operating efficiencies.]
|
Change of Control (as defined in the Plan):
|
|
Death:
|
[Except as otherwise set forth in the specific Award] 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.
|
1.
|
The Taxpayer’s name, address and taxpayer identification number are as follows:
|
1.
|
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”).
|
2.
|
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____.
|
3.
|
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.
|
4.
|
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.
|
5.
|
The amount paid for the Shares is $0 per share.
|
6.
|
A copy of this election has been furnished by personal delivery to the Company.
|
Change of Control (as defined in the Plan):
|
As exceptions to the Vesting and Distribution Schedules, the following provisions shall apply to this Award:
In the event of the occurrence of a Change of Control on or prior to March 31, 2020, the Participant’s achievement of the Performance Targets shall be evaluated as of immediately prior to the effective date of the Change of Control, and to the extent that any of the Performance Targets have been achieved, then the portion of the Award linked to the Performance Targets that have been achieved shall vest and be distributed to the Participant on the effective date of the Change of Control and the shares of Restricted Stock linked to Performance Targets that have not yet been satisfied solely due to the timing of the Change of Control shall be converted into a time-vesting award and shall (time) vest in equal installments on the Distribution Dates and be distributed to the Participant on such dates, so long as both (a) (i) the Participant remains employed as CEO or is otherwise providing services to the Company continuously through and including the applicable Distribution Date or (ii) the Participant’s employment ends other than on account of a “for cause” termination by the Company, and (b) the Participant has complied with the restrictive covenants set forth in the NDA and the Award Agreement through and including the applicable the Distribution Date(s) (or if earlier, the end of the Participant’s employment); provided, however, that if the Participant’s employment is terminated by the Company (or its successor) through an Involuntary Termination* or the Participant resigns his employment on account of a good reason*, in either case during the one year period beginning on the effective date of the Change of Control and ending on the first anniversary of the occurrence of the Change of Control, then the remaining undistributed portion of the Award shall become vested and be distributed to the Participant at such time. (*as each term is defined in the Letter)
If such Change of Control results in another entity becoming a direct or indirect parent of the Company (or if the Company does not survive, of its successor) (such entity being referred to as a “Subsequent Parent Entity”), then, with respect to the unearned portion of this Award, such Subsequent Parent Entity shall substitute its shares of common stock (the “Substitute Shares”) for the Restricted Stock; and provided further, that if on the applicable vesting date (x) such Subsequent Parent Entity’s common stock is not actively traded on a public securities market or (y) the Substitute Shares are not registered for trading on such public securities market in compliance with governing securities laws, the portion of the Award otherwise payable in Substitute Shares shall be paid in that amount of cash (in U.S. dollars) equal to the value of the vested Substitute Shares. Notwithstanding the foregoing, if the Substitute Shares are able to be sold into such public securities market immediately after their issuance without registration under the applicable governing securities laws (assuming that the Participant is not in possession of material nonpublic information or is otherwise unable to sell the Substitute Shares in compliance with applicable law at that time), then the Substitute Shares shall be issued to the Participant.
In the event of a Change of Control after March 31, 2020, then any earned Shares (as defined below in the Award Agreement) not yet distributed to the Participant shall be distributed to the Participant immediately prior to such Change of Control.
|
PAR Technology Corporation
|
/s/ Savneet Singh
|
|
|
Savneet Singh
Participant & Signature
|
|
By
|
/s/ Bryan A. Menar
|
|
Title:
|
CFO
|
|
1.
|
The Taxpayer’s name, address and taxpayer identification number are as follows:
|
1.
|
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”).
|
2.
|
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____.
|
3.
|
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.
|
4.
|
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.
|
5.
|
The amount paid for the Shares is $0 per share.
|
6.
|
A copy of this election has been furnished by personal delivery to the Company.
|
|
|
1.
|
I have reviewed this report on Form 10-Q 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.
|
|
|
|
|
August 7, 2019
|
/s/ Savneet Singh
|
|
Savneet Singh
|
|
Chief Executive Officer & President
|
|
(Principal Executive Officer)
|
|
|
1.
|
I have reviewed this report on Form 10-Q 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.
|
|
|
|
|
August 7, 2019
|
/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.
|
|
August 7, 2019
|
|
|
/s/ Savneet Singh
|
Savneet Singh
|
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.
|
|
August 7, 2019
|
|
|
/s/ Bryan A. Menar
|
Bryan A. Menar
|
Chief Financial and Accounting Officer
|
(Principal Financial Officer)
|