|
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
|
|
|
|
|
|
7
|
|
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
PART II
|
||
OTHER INFORMATION
|
||
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 6.
|
26
|
|
|
|
|
|
27
|
Item 1.
|
Financial Statements
|
|
(unaudited)
|
|
(note 1)
|
||||
Assets
|
September 30, 2019
|
|
December 31, 2018
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
46,947
|
|
|
$
|
3,485
|
|
Accounts receivable – net
|
28,563
|
|
|
26,219
|
|
||
Inventories – net
|
19,081
|
|
|
22,737
|
|
||
Asset held for sale
|
3,350
|
|
|
—
|
|
||
Other current assets
|
5,185
|
|
|
3,251
|
|
||
Total current assets
|
103,126
|
|
|
55,692
|
|
||
Property, plant and equipment – net
|
14,736
|
|
|
12,575
|
|
||
Goodwill
|
13,418
|
|
|
11,051
|
|
||
Intangible assets – net
|
13,895
|
|
|
10,859
|
|
||
Lease right-of-use assets
|
2,999
|
|
|
—
|
|
||
Other assets
|
4,395
|
|
|
4,504
|
|
||
Total Assets
|
$
|
152,569
|
|
|
$
|
94,681
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Borrowings of line of credit
|
$
|
—
|
|
|
$
|
7,819
|
|
Accounts payable
|
8,929
|
|
|
12,644
|
|
||
Accrued salaries and benefits
|
7,419
|
|
|
5,940
|
|
||
Accrued expenses
|
3,095
|
|
|
2,113
|
|
||
Lease liabilities - current portion
|
1,182
|
|
|
—
|
|
||
Customer deposits and deferred service revenue
|
10,823
|
|
|
9,851
|
|
||
Liability held for sale
|
511
|
|
|
—
|
|
||
Other current liabilities
|
—
|
|
|
2,550
|
|
||
Total current liabilities
|
31,959
|
|
|
40,917
|
|
||
Lease liabilities - net of current portion
|
1,866
|
|
|
—
|
|
||
Deferred revenue – noncurrent
|
4,148
|
|
|
4,407
|
|
||
Long-term debt
|
60,137
|
|
|
—
|
|
||
Other long-term liabilities
|
3,903
|
|
|
3,411
|
|
||
Total liabilities
|
102,013
|
|
|
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; 18,053,477 and 17,879,761 shares issued, 16,345,368 and 16,171,652 outstanding at September 30, 2019 and December 31, 2018, respectively
|
362
|
|
|
357
|
|
||
Capital in excess of par value
|
64,832
|
|
|
50,251
|
|
||
(Accumulated deficit) retained earnings
|
(4,313
|
)
|
|
5,427
|
|
||
Accumulated other comprehensive loss
|
(4,489
|
)
|
|
(4,253
|
)
|
||
Treasury stock, at cost, 1,708,109 shares
|
(5,836
|
)
|
|
(5,836
|
)
|
||
Total shareholders’ equity
|
50,556
|
|
|
45,946
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
152,569
|
|
|
$
|
94,681
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net revenues:
|
|
|
|
|
|
|
|
||||||||
Product
|
$
|
15,904
|
|
|
$
|
15,451
|
|
|
$
|
46,149
|
|
|
$
|
62,658
|
|
Service
|
13,937
|
|
|
13,475
|
|
|
41,514
|
|
|
40,615
|
|
||||
Contract
|
15,539
|
|
|
17,436
|
|
|
46,646
|
|
|
51,321
|
|
||||
|
45,380
|
|
|
46,362
|
|
|
134,309
|
|
|
154,594
|
|
||||
Costs of sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product
|
12,259
|
|
|
12,065
|
|
|
34,912
|
|
|
46,844
|
|
||||
Service
|
9,241
|
|
|
10,248
|
|
|
29,144
|
|
|
30,000
|
|
||||
Contract
|
14,643
|
|
|
15,511
|
|
|
42,679
|
|
|
46,005
|
|
||||
|
36,143
|
|
|
37,824
|
|
|
106,735
|
|
|
122,849
|
|
||||
Gross margin
|
9,237
|
|
|
8,538
|
|
|
27,574
|
|
|
31,745
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative
|
9,539
|
|
|
7,967
|
|
|
27,162
|
|
|
25,587
|
|
||||
Research and development
|
3,448
|
|
|
2,992
|
|
|
9,233
|
|
|
9,082
|
|
||||
Amortization of identifiable intangible assets
|
241
|
|
|
241
|
|
|
724
|
|
|
724
|
|
||||
|
13,228
|
|
|
11,200
|
|
|
37,119
|
|
|
35,393
|
|
||||
Operating loss
|
(3,991
|
)
|
|
(2,662
|
)
|
|
(9,545
|
)
|
|
(3,648
|
)
|
||||
Other (expense), net
|
(401
|
)
|
|
455
|
|
|
(1,205
|
)
|
|
120
|
|
||||
Interest expense, net
|
(1,588
|
)
|
|
(142
|
)
|
|
(2,978
|
)
|
|
(261
|
)
|
||||
Loss before benefit from (provision for) income taxes
|
(5,980
|
)
|
|
(2,349
|
)
|
|
(13,728
|
)
|
|
(3,789
|
)
|
||||
Benefit from (provision for) income taxes
|
78
|
|
|
(14,355
|
)
|
|
3,988
|
|
|
(14,170
|
)
|
||||
Net loss
|
$
|
(5,902
|
)
|
|
$
|
(16,704
|
)
|
|
$
|
(9,740
|
)
|
|
$
|
(17,959
|
)
|
Basic Earnings per Share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss
|
$
|
(0.36
|
)
|
|
$
|
(1.04
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
(1.12
|
)
|
Diluted Earnings per Share:
|
|
|
|
|
|
|
|
|
|
|
|||||
Net loss
|
$
|
(0.36
|
)
|
|
$
|
(1.04
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
(1.12
|
)
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
16,300
|
|
|
16,071
|
|
|
16,086
|
|
|
16,033
|
|
||||
Diluted
|
16,300
|
|
|
16,071
|
|
|
16,086
|
|
|
16,033
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss
|
$
|
(5,902
|
)
|
|
$
|
(16,704
|
)
|
|
$
|
(9,740
|
)
|
|
$
|
(17,959
|
)
|
Other comprehensive loss, net of applicable tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
(357
|
)
|
|
(283
|
)
|
|
(236
|
)
|
|
(485
|
)
|
||||
Comprehensive loss
|
$
|
(6,259
|
)
|
|
$
|
(16,987
|
)
|
|
$
|
(9,976
|
)
|
|
$
|
(18,444
|
)
|
(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
|
|
||||||
Net loss
|
—
|
|
—
|
|
—
|
|
(16,704
|
)
|
—
|
|
—
|
|
—
|
|
(16,704
|
)
|
||||||
Issuance of common stock upon the exercise of stock options
|
(16
|
)
|
—
|
|
18
|
—
|
|
—
|
|
—
|
|
—
|
|
18
|
|
|||||||
Equity based compensation
|
—
|
|
—
|
|
323
|
|
—
|
|
—
|
|
—
|
|
—
|
|
323
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
(283
|
)
|
—
|
|
—
|
|
(283
|
)
|
||||||
Balances at September 30, 2018
|
17,869
|
|
$
|
357
|
|
$
|
49,849
|
|
$
|
11,590
|
|
$
|
(3,915
|
)
|
(1,708
|
)
|
$
|
(5,836
|
)
|
$
|
52,045
|
|
(in thousands)
|
Common Stock
|
Capital in
excess of
Par Value
|
Retained
Earnings (accumulated deficit)
|
Accumulated
Other
Comprehensive
Loss
|
Treasury Stock
|
Total
Shareholders’
Equity
|
||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
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
|
|
||||||
Net loss
|
—
|
|
—
|
|
—
|
|
(5,902
|
)
|
—
|
|
—
|
|
—
|
|
(5,902
|
)
|
||||||
Issuance of common stock upon the exercise of stock options
|
18
|
|
2
|
|
38
|
|
—
|
|
—
|
|
—
|
|
—
|
|
40
|
|
||||||
Equity based compensation
|
—
|
|
—
|
|
988
|
|
—
|
|
—
|
|
—
|
|
—
|
|
988
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
(357
|
)
|
—
|
|
—
|
|
(357
|
)
|
||||||
Balances at September 30, 2019
|
18,053
|
|
$
|
362
|
|
$
|
64,832
|
|
$
|
(4,313
|
)
|
$
|
(4,489
|
)
|
(1,708
|
)
|
$
|
(5,836
|
)
|
$
|
50,556
|
|
|
Nine Months Ended
September 30, |
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(9,740
|
)
|
|
$
|
(17,959
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||
Depreciation, amortization and accretion
|
4,993
|
|
|
3,491
|
|
||
Provision for bad debts
|
693
|
|
|
493
|
|
||
Provision for obsolete inventory
|
1,240
|
|
|
965
|
|
||
Equity based compensation
|
1,838
|
|
|
754
|
|
||
Deferred income tax
|
(4,065
|
)
|
|
13,809
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(3,318
|
)
|
|
2,434
|
|
||
Inventories
|
1,466
|
|
|
(3,564
|
)
|
||
Other current assets
|
(1,934
|
)
|
|
(277
|
)
|
||
Other assets
|
158
|
|
|
(239
|
)
|
||
Accounts payable
|
(3,715
|
)
|
|
(1,453
|
)
|
||
Accrued salaries and benefits
|
1,479
|
|
|
(253
|
)
|
||
Accrued expenses
|
2,936
|
|
|
(1,270
|
)
|
||
Customer deposits and deferred service revenue
|
1,107
|
|
|
1,967
|
|
||
Other long-term liabilities
|
(2,758
|
)
|
|
(874
|
)
|
||
Net cash used in operating activities
|
(9,620
|
)
|
|
(1,976
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Acquisition
|
(7,000
|
)
|
|
—
|
|
||
Capital expenditures
|
(2,352
|
)
|
|
(3,001
|
)
|
||
Capitalization of software costs
|
(2,283
|
)
|
|
(3,066
|
)
|
||
Proceeds from real estate
|
—
|
|
|
1,126
|
|
||
Net cash used in investing activities
|
(11,635
|
)
|
|
(4,941
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payments of long-term debt
|
—
|
|
|
(145
|
)
|
||
Payment of contingent consideration for Brink Earn Out
|
(2,550
|
)
|
|
—
|
|
||
Payments of bank borrowings
|
(17,459
|
)
|
|
(28,921
|
)
|
||
Proceeds from bank borrowings
|
9,640
|
|
|
34,936
|
|
||
Proceeds from notes payable, net of issuance costs
|
75,039
|
|
|
—
|
|
||
Proceeds from exercise of stock options
|
283
|
|
|
749
|
|
||
Net cash provided by financing activities
|
64,953
|
|
|
6,619
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(236
|
)
|
|
(485
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
43,462
|
|
|
(783
|
)
|
||
Cash and cash equivalents at beginning of period
|
3,485
|
|
|
6,600
|
|
||
Cash and equivalents at end of period
|
$
|
46,947
|
|
|
$
|
5,817
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest
|
$
|
153
|
|
|
$
|
206
|
|
Income taxes, net of refunds
|
125
|
|
|
142
|
|
||
Additions to right-of-use assets and deferred rent obtained from operating lease liabilities
|
3,048
|
|
|
—
|
|
(in thousands)
|
Balance at September 30, 2019
|
|||||
|
Current - under one year
|
Non-current - over one year
|
||||
Restaurant/Retail
|
$
|
10,814
|
|
$
|
4,148
|
|
Government
|
—
|
|
—
|
|
||
TOTAL
|
$
|
10,814
|
|
$
|
4,148
|
|
(in thousands)
|
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
|
|
(in thousands)
|
Three months ended September 30, 2019
|
||||||||
|
Restaurant/Retail - Point in Time
|
Restaurant/Retail - Over Time
|
Government - Over Time
|
||||||
Restaurant/Retail
|
$
|
23,599
|
|
$
|
5,508
|
|
$
|
—
|
|
Grocery
|
335
|
|
399
|
|
—
|
|
|||
Mission Systems
|
—
|
|
—
|
|
8,420
|
|
|||
ISR Solutions
|
—
|
|
—
|
|
7,119
|
|
|||
TOTAL
|
$
|
23,934
|
|
$
|
5,907
|
|
$
|
15,539
|
|
(in thousands)
|
Three months ended September 30, 2018
|
||||||||
|
Restaurant/Retail - Point in Time
|
Restaurant/Retail - Over Time
|
Government - Over Time
|
||||||
Restaurant/Retail
|
$
|
21,761
|
|
$
|
5,727
|
|
$
|
—
|
|
Grocery
|
691
|
|
747
|
|
—
|
|
|||
Mission Systems
|
—
|
|
—
|
|
8,283
|
|
|||
ISR Solutions
|
—
|
|
—
|
|
9,153
|
|
|||
TOTAL
|
$
|
22,452
|
|
$
|
6,474
|
|
$
|
17,436
|
|
(in thousands)
|
Nine months ended September 30, 2019
|
||||||||
|
Restaurant/Retail - Point in Time
|
Restaurant/Retail - Over Time
|
Government - Over Time
|
||||||
Restaurant/Retail
|
$
|
65,849
|
|
$
|
18,718
|
|
$
|
—
|
|
Grocery
|
1,067
|
|
2,029
|
|
—
|
|
|||
Mission Systems
|
—
|
|
—
|
|
25,161
|
|
|||
ISR Solutions
|
—
|
|
—
|
|
21,485
|
|
|||
TOTAL
|
$
|
66,916
|
|
$
|
20,747
|
|
$
|
46,646
|
|
(in thousands)
|
Nine months ended September 30, 2018
|
||||||||
|
Restaurant/Retail - Point in Time
|
Restaurant/Retail - Over Time
|
Government - Over Time
|
||||||
Restaurant/Retail
|
$
|
81,422
|
|
$
|
17,258
|
|
$
|
—
|
|
Grocery
|
2,251
|
|
2,342
|
|
—
|
|
|||
Mission Systems
|
—
|
|
—
|
|
25,324
|
|
|||
ISR Solutions
|
—
|
|
—
|
|
25,997
|
|
|||
TOTAL
|
$
|
83,673
|
|
$
|
19,600
|
|
$
|
51,321
|
|
(in thousands)
|
Purchase price allocation
|
||
Developed technology
|
$
|
1,200
|
|
Customer relationships
|
3,600
|
|
|
Trademarks
|
510
|
|
|
Goodwill
|
2,367
|
|
|
Property, plant and equipment – net
|
735
|
|
|
Total assets
|
8,412
|
|
|
Warranty liability
|
1,412
|
|
|
Cash consideration
|
$
|
7,000
|
|
(in thousands)
|
September 30, 2019
|
||
Accounts receivable - net
|
$
|
282
|
|
Intangible assets
|
2,118
|
|
|
Inventories - net
|
950
|
|
|
Total assets
|
$
|
3,350
|
|
|
|
||
Deferred revenue
|
$
|
393
|
|
Other liabilities
|
118
|
|
|
Total liabilities
|
$
|
511
|
|
(in thousands)
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||
|
2019
|
2018
|
|
2019
|
2018
|
||||||||
Total lease expense
|
$
|
424
|
|
$
|
579
|
|
|
$
|
1,272
|
|
$
|
1,359
|
|
(in thousands)
|
Three months ended September 30, 2019
|
Nine months ended September 30, 2019
|
||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||||
Operating cash flows from leases
|
$
|
433
|
|
$
|
1,548
|
|
(in thousands)
|
September 30, 2019
|
||
Operating and finance leases
|
|
||
Total lease right-of-use assets
|
$
|
2,999
|
|
Total lease liabilities - current portion
|
1,182
|
|
|
Total lease liabilities - net of current portion
|
1,866
|
|
|
Total lease liabilities
|
$
|
3,048
|
|
Weighted-average remaining lease term
|
|
||
Operating and finance leases
|
3.2 years
|
|
|
Weighted-average discount rate
|
|
||
Operating and finance leases
|
4
|
%
|
(in thousands)
|
Operating and finance Leases
|
||
2019, remaining
|
$
|
401
|
|
2020
|
1,034
|
|
|
2021
|
762
|
|
|
2022
|
582
|
|
|
2023
|
578
|
|
|
Thereafter
|
75
|
|
|
Total lease payments
|
3,432
|
|
|
Less: interest
|
(384
|
)
|
|
Total
|
$
|
3,048
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Government reporting segment:
|
|
|
|
||||
Billed
|
$
|
10,221
|
|
|
$
|
9,100
|
|
Advanced billings
|
(751
|
)
|
|
(563
|
)
|
||
|
9,470
|
|
|
8,537
|
|
||
|
|
|
|
||||
Restaurant/Retail reporting segment:
|
19,093
|
|
|
17,682
|
|
||
Accounts receivable - net
|
$
|
28,563
|
|
|
$
|
26,219
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Finished goods
|
$
|
5,198
|
|
|
$
|
12,472
|
|
Work in process
|
66
|
|
|
67
|
|
||
Component parts
|
8,410
|
|
|
4,716
|
|
||
Service parts
|
5,407
|
|
|
5,482
|
|
||
|
$
|
19,081
|
|
|
$
|
22,737
|
|
|
September 30, 2019
|
|
December 31, 2018
|
|
Estimated
Useful Life
|
||||
Acquired and internally developed software costs
|
$
|
15,103
|
|
|
$
|
18,972
|
|
|
3 - 5 years
|
Customer relationships
|
3,760
|
|
|
160
|
|
|
7 years
|
||
Non-competition agreements
|
30
|
|
|
30
|
|
|
1 year
|
||
|
18,893
|
|
|
19,162
|
|
|
|
||
Less accumulated amortization
|
(9,755
|
)
|
|
(11,708
|
)
|
|
|
||
|
$
|
9,138
|
|
|
$
|
7,454
|
|
|
|
Internally developed software costs not meeting general release threshold
|
3,847
|
|
|
3,005
|
|
|
|
||
Trademarks, trade names (non-amortizable)
|
910
|
|
|
400
|
|
|
N/A
|
||
|
$
|
13,895
|
|
|
$
|
10,859
|
|
|
|
2019, remaining
|
$
|
830
|
|
2020
|
2,889
|
|
|
2021
|
2,068
|
|
|
2022
|
1,002
|
|
|
2023
|
754
|
|
|
Thereafter
|
1,595
|
|
|
Total
|
$
|
9,138
|
|
(in thousands)
|
|
Goodwill
|
||
December 31, 2018
|
|
$
|
11,051
|
|
Additions
|
|
|
2,367
|
|
September 30, 2019
|
|
$
|
13,418
|
|
|
September 30, 2019
|
||
Principal amount of 2024 Notes outstanding
|
$
|
80,000
|
|
Unamortized discount (including unamortized debt issuance cost)
|
(19,863
|
)
|
|
Total long-term portion of notes payable
|
$
|
60,137
|
|
|
|
||
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 September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss
|
$
|
(5,902
|
)
|
|
$
|
(16,704
|
)
|
|
$
|
(9,740
|
)
|
|
$
|
(17,959
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares outstanding at beginning of period
|
16,290
|
|
|
15,993
|
|
|
16,085
|
|
|
15,949
|
|
||||
Weighted average shares issued/(repurchased) during the period, net
|
10
|
|
|
78
|
|
|
1
|
|
|
84
|
|
||||
Weighted average common shares, basic
|
16,300
|
|
|
16,071
|
|
|
16,086
|
|
|
16,033
|
|
||||
Net loss per common share, basic
|
$
|
(0.36
|
)
|
|
$
|
(1.04
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
(1.12
|
)
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares, basic
|
16,300
|
|
|
16,071
|
|
|
16,086
|
|
|
16,033
|
|
||||
Dilutive impact of stock options and restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted average common shares, diluted
|
16,300
|
|
|
16,071
|
|
|
16,086
|
|
|
16,033
|
|
||||
Net loss per common share, diluted
|
$
|
(0.36
|
)
|
|
$
|
(1.04
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
(1.12
|
)
|
|
Three Months
Ended September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Restaurant/Retail
|
$
|
29,841
|
|
|
$
|
28,926
|
|
|
$
|
87,663
|
|
|
$
|
103,273
|
|
Government
|
15,539
|
|
|
17,436
|
|
|
46,646
|
|
|
51,321
|
|
||||
Total
|
$
|
45,380
|
|
|
$
|
46,362
|
|
|
$
|
134,309
|
|
|
$
|
154,594
|
|
|
|
|
|
|
|
|
|
||||||||
Operating loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restaurant/Retail
|
$
|
(4,432
|
)
|
|
$
|
(3,836
|
)
|
|
$
|
(12,029
|
)
|
|
$
|
(7,244
|
)
|
Government
|
809
|
|
|
1,854
|
|
|
3,690
|
|
|
5,132
|
|
||||
Other
|
(368
|
)
|
|
(680
|
)
|
|
(1,206
|
)
|
|
(1,536
|
)
|
||||
|
(3,991
|
)
|
|
(2,662
|
)
|
|
(9,545
|
)
|
|
(3,648
|
)
|
||||
Other (expense) income, net
|
(401
|
)
|
|
455
|
|
|
(1,205
|
)
|
|
120
|
|
||||
Interest expense, net
|
(1,588
|
)
|
|
(142
|
)
|
|
(2,978
|
)
|
|
(261
|
)
|
||||
Loss before provision for income taxes
|
$
|
(5,980
|
)
|
|
$
|
(2,349
|
)
|
|
$
|
(13,728
|
)
|
|
$
|
(3,789
|
)
|
|
|
|
|
|
|
|
|
||||||||
Depreciation, amortization and accretion:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restaurant/Retail
|
$
|
824
|
|
|
$
|
1,215
|
|
|
$
|
2,893
|
|
|
$
|
3,014
|
|
Government
|
17
|
|
|
6
|
|
|
54
|
|
|
17
|
|
||||
Other
|
1,031
|
|
|
157
|
|
|
2,046
|
|
|
460
|
|
||||
Total
|
$
|
1,872
|
|
|
$
|
1,378
|
|
|
$
|
4,993
|
|
|
$
|
3,491
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures including software costs:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restaurant/Retail
|
$
|
838
|
|
|
$
|
1,098
|
|
|
$
|
2,679
|
|
|
$
|
3,363
|
|
Government
|
—
|
|
|
67
|
|
|
176
|
|
|
104
|
|
||||
Other
|
480
|
|
|
1,067
|
|
|
1,780
|
|
|
2,600
|
|
||||
Total
|
$
|
1,318
|
|
|
$
|
2,232
|
|
|
$
|
4,635
|
|
|
$
|
6,067
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues by country:
|
|
|
|
|
|
|
|
|
|
|
|
||||
United States
|
$
|
44,380
|
|
|
$
|
43,183
|
|
|
$
|
127,962
|
|
|
$
|
144,706
|
|
Other Countries
|
1,000
|
|
|
3,179
|
|
|
6,347
|
|
|
9,888
|
|
||||
Total
|
$
|
45,380
|
|
|
$
|
46,362
|
|
|
$
|
134,309
|
|
|
$
|
154,594
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Restaurant/Retail
|
$
|
79,585
|
|
|
$
|
68,004
|
|
Government
|
12,866
|
|
|
9,867
|
|
||
Other
|
60,118
|
|
|
16,810
|
|
||
Total
|
$
|
152,569
|
|
|
$
|
94,681
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
United States
|
$
|
143,021
|
|
|
$
|
84,652
|
|
Other Countries
|
9,548
|
|
|
10,029
|
|
||
Total
|
$
|
152,569
|
|
|
$
|
94,681
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Restaurant/Retail
|
$
|
12,682
|
|
|
$
|
10,315
|
|
Government
|
736
|
|
|
736
|
|
||
Total
|
$
|
13,418
|
|
|
$
|
11,051
|
|
|
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 September 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 6.
|
Exhibits
|
Exhibit
Number
|
|
Incorporated by reference into
this Quarterly Report on Form 10-Q
|
Date
Filed or
Furnished
|
|
Exhibit Description
|
Form
|
Exhibit No.
|
||
|
|
|
|
|
2.1
|
8-K
|
2.1
|
9/30/2019
|
|
|
|
|
|
|
10.1††
|
S-8 (File No. 333-232589)
|
99.1
|
7/9/2019
|
|
|
|
|
|
|
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:
|
11/8/2019
|
/s/ Bryan A. Menar
|
|
|
Bryan A. Menar
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting 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.
|
|
|
|
|
November 8, 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.
|
|
|
|
|
November 8, 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.
|
|
November 8, 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.
|
|
November 8, 2019
|
|
|
/s/ Bryan A. Menar
|
Bryan A. Menar
|
Chief Financial and Accounting Officer
|
(Principal Financial Officer)
|