|
Delaware
|
16-1434688
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
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 ☐
|
|
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.
|
26
|
|
|
|
|
|
27
|
Item 1.
|
Financial Statements
|
|
|
|
|
||||
Assets
|
March 31, 2020
|
|
December 31, 2019
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
60,089
|
|
|
$
|
28,036
|
|
Accounts receivable – net
|
42,819
|
|
|
41,774
|
|
||
Inventories – net
|
23,339
|
|
|
19,326
|
|
||
Other current assets
|
7,191
|
|
|
4,427
|
|
||
Total current assets
|
133,438
|
|
|
93,563
|
|
||
Property, plant and equipment – net
|
14,052
|
|
|
14,351
|
|
||
Goodwill
|
41,386
|
|
|
41,386
|
|
||
Intangible assets – net
|
33,103
|
|
|
32,948
|
|
||
Lease right-of-use assets
|
2,729
|
|
|
3,017
|
|
||
Other assets
|
4,274
|
|
|
4,347
|
|
||
Total Assets
|
$
|
228,982
|
|
|
$
|
189,612
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
639
|
|
|
$
|
630
|
|
Accounts payable
|
16,603
|
|
|
16,385
|
|
||
Accrued salaries and benefits
|
6,495
|
|
|
7,769
|
|
||
Accrued expenses
|
2,893
|
|
|
3,176
|
|
||
Lease liabilities - current portion
|
2,000
|
|
|
2,060
|
|
||
Customer deposits and deferred service revenue
|
9,732
|
|
|
12,084
|
|
||
Total current liabilities
|
38,362
|
|
|
42,104
|
|
||
Lease liabilities - net of current portion
|
805
|
|
|
1,021
|
|
||
Deferred service revenue – non current
|
4,535
|
|
|
3,916
|
|
||
Long-term debt
|
101,916
|
|
|
62,414
|
|
||
Other long-term liabilities
|
7,068
|
|
|
7,310
|
|
||
Total liabilities
|
152,686
|
|
|
116,765
|
|
||
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; 19,291,289 and 18,360,205 shares issued, 18,244,350 and 16,629,177 outstanding at March 31, 2020 and December 31, 2019, respectively
|
386
|
|
|
367
|
|
||
Additional paid in capital
|
106,600
|
|
|
94,372
|
|
||
Accumulated deficit
|
(21,054
|
)
|
|
(10,144
|
)
|
||
Accumulated other comprehensive loss
|
(5,167
|
)
|
|
(5,368
|
)
|
||
Treasury stock, at cost, 1,046,939 shares and 1,731,028 shares at March 31, 2020 and December 31, 2019, respectively
|
(4,469
|
)
|
|
(6,380
|
)
|
||
Total shareholders’ equity
|
76,296
|
|
|
72,847
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
228,982
|
|
|
$
|
189,612
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net revenues:
|
|
|
|
||||
Product
|
$
|
18,634
|
|
|
$
|
15,517
|
|
Service
|
18,775
|
|
|
14,043
|
|
||
Contract
|
17,323
|
|
|
15,122
|
|
||
|
54,732
|
|
|
44,682
|
|
||
Costs of sales:
|
|
|
|
|
|
||
Product
|
14,905
|
|
|
11,241
|
|
||
Service
|
12,646
|
|
|
10,268
|
|
||
Contract
|
16,134
|
|
|
13,650
|
|
||
|
43,685
|
|
|
35,159
|
|
||
Gross margin
|
11,047
|
|
|
9,523
|
|
||
Operating expenses:
|
|
|
|
|
|
||
Selling, general and administrative
|
11,427
|
|
|
8,564
|
|
||
Research and development
|
4,865
|
|
|
3,060
|
|
||
Amortization of identifiable intangible assets
|
210
|
|
|
—
|
|
||
|
16,502
|
|
|
11,624
|
|
||
Operating loss
|
(5,455
|
)
|
|
(2,101
|
)
|
||
Other expense, net
|
(625
|
)
|
|
(430
|
)
|
||
Interest expense, net
|
(1,972
|
)
|
|
(146
|
)
|
||
Loss on extinguishment of debt
|
(8,123
|
)
|
|
—
|
|
||
Loss before benefit from (provision for) income taxes
|
(16,175
|
)
|
|
(2,677
|
)
|
||
Benefit from (provision for) income taxes
|
5,265
|
|
|
(52
|
)
|
||
Net loss
|
$
|
(10,910
|
)
|
|
$
|
(2,729
|
)
|
Basic Earnings per Share:
|
|
|
|
|
|
||
Net loss
|
$
|
(0.61
|
)
|
|
$
|
(0.17
|
)
|
Diluted Earnings per Share:
|
|
|
|
|
|
||
Net loss
|
$
|
(0.61
|
)
|
|
$
|
(0.17
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
||
Basic
|
17,941
|
|
|
16,044
|
|
||
Diluted
|
17,941
|
|
|
16,044
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net loss
|
$
|
(10,910
|
)
|
|
$
|
(2,729
|
)
|
Other comprehensive income (loss), net of applicable tax:
|
|
|
|
|
|
||
Foreign currency translation adjustments
|
201
|
|
|
(10
|
)
|
||
Comprehensive loss
|
$
|
(10,709
|
)
|
|
$
|
(2,739
|
)
|
|
Common Stock
|
Additional Paid in Capital
|
Accumulated deficit
|
Accumulated
Other
Comprehensive
Loss
|
Treasury Stock
|
Total
Shareholders’
Equity
|
||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances at December 31, 2019
|
18,360
|
|
$
|
367
|
|
$
|
94,372
|
|
$
|
(10,144
|
)
|
$
|
(5,368
|
)
|
1,731
|
|
$
|
(6,380
|
)
|
$
|
72,847
|
|
Net loss
|
—
|
|
—
|
|
—
|
|
(10,910
|
)
|
—
|
|
—
|
|
—
|
|
(10,910
|
)
|
||||||
Issuance of common stock upon the exercise of stock options
|
2
|
|
—
|
|
30
|
|
—
|
|
—
|
|
|
|
—
|
|
30
|
|
||||||
Net issuance of restricted stock awards
|
21
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
||||||
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
38
|
|
(524
|
)
|
(524
|
)
|
||||||
Issuance of restricted stock for acquisition
|
908
|
|
19
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
19
|
|
||||||
Equity component of redeemed 2024 convertible notes, net of deferred taxes and issuance costs
|
—
|
|
—
|
|
(7,988
|
)
|
—
|
|
—
|
|
(722
|
)
|
2,435
|
|
(5,553
|
)
|
||||||
Equity component of issued 2026 convertible notes, net of deferred taxes and issuance costs
|
—
|
|
—
|
|
19,097
|
|
—
|
|
—
|
|
—
|
|
—
|
|
19,097
|
|
||||||
Stock-based compensation
|
—
|
|
—
|
|
1,089
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,089
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
201
|
|
—
|
|
—
|
|
201
|
|
||||||
Balances at March 31, 2020
|
19,291
|
|
$
|
386
|
|
$
|
106,600
|
|
$
|
(21,054
|
)
|
$
|
(5,167
|
)
|
1,047
|
|
$
|
(4,469
|
)
|
$
|
76,296
|
|
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
|
|
||||||
Stock-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
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(10,910
|
)
|
|
$
|
(2,729
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||
Depreciation, amortization and accretion
|
3,142
|
|
|
1,012
|
|
||
Current expected credit losses
|
244
|
|
|
107
|
|
||
Provision for obsolete inventory
|
1,188
|
|
|
588
|
|
||
Stock-based compensation
|
1,089
|
|
|
248
|
|
||
Loss on debt extinguishment
|
8,123
|
|
|
—
|
|
||
Deferred income tax
|
(5,386
|
)
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(1,289
|
)
|
|
(3,199
|
)
|
||
Inventories
|
(5,201
|
)
|
|
(490
|
)
|
||
Other current assets
|
(2,764
|
)
|
|
(1,848
|
)
|
||
Other assets
|
85
|
|
|
(240
|
)
|
||
Accounts payable
|
218
|
|
|
2,150
|
|
||
Accrued salaries and benefits
|
(1,646
|
)
|
|
(795
|
)
|
||
Accrued expenses
|
(283
|
)
|
|
110
|
|
||
Customer deposits and deferred service revenue
|
(1,733
|
)
|
|
2,089
|
|
||
Other long-term liabilities
|
—
|
|
|
(213
|
)
|
||
Net cash used in operating activities
|
(15,123
|
)
|
|
(3,210
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
(188
|
)
|
|
(887
|
)
|
||
Capitalization of software costs
|
(1,852
|
)
|
|
(1,036
|
)
|
||
Net cash used in investing activities
|
(2,040
|
)
|
|
(1,923
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payments of long-term debt
|
(154
|
)
|
|
—
|
|
||
Payment of contingent consideration
|
—
|
|
|
(2,550
|
)
|
||
Payments of bank borrowings
|
—
|
|
|
(16,777
|
)
|
||
Proceeds from bank borrowings
|
—
|
|
|
25,097
|
|
||
Payments for the extinguishment of notes payable
|
(66,250
|
)
|
|
—
|
|
||
Proceeds from notes payable, net of issuance costs
|
115,916
|
|
|
—
|
|
||
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock
|
(153
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options
|
30
|
|
|
30
|
|
||
Net cash provided by financing activities
|
49,389
|
|
|
5,800
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(173
|
)
|
|
(10
|
)
|
||
Net increase in cash and cash equivalents
|
32,053
|
|
|
657
|
|
||
Cash and cash equivalents at beginning of period
|
28,036
|
|
|
3,485
|
|
||
Cash and equivalents at end of period
|
$
|
60,089
|
|
|
$
|
4,142
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest
|
$
|
953
|
|
|
$
|
115
|
|
Additions to right-of-use assets and operating lease liabilities
|
—
|
|
|
3,717
|
|
(in thousands)
|
2020
|
2019
|
||||
Beginning balance - January 1
|
$
|
16,000
|
|
$
|
14,134
|
|
Deferral of revenue
|
8,579
|
|
7,023
|
|
||
Recognition of revenue
|
(8,571
|
)
|
(6,047
|
)
|
||
Changes in customer deposits
|
(1,741
|
)
|
1,237
|
|
||
Ending balance - March 31
|
$
|
14,267
|
|
$
|
16,347
|
|
Next 12 Months
|
$
|
52,796
|
|
Months 13-24
|
35,110
|
|
|
Months 25-36
|
27,924
|
|
|
Thereafter
|
20,227
|
|
|
TOTAL
|
$
|
136,057
|
|
(in thousands)
|
Three months ended March 31, 2020
|
||||||||
|
Restaurant/Retail - Point in Time
|
Restaurant/Retail - Over Time
|
Government - Over Time
|
||||||
Restaurant/Retail
|
$
|
28,838
|
|
$
|
8,571
|
|
$
|
—
|
|
Mission Systems
|
—
|
|
—
|
|
8,448
|
|
|||
ISR Solutions
|
—
|
|
—
|
|
8,875
|
|
|||
TOTAL
|
$
|
28,838
|
|
$
|
8,571
|
|
$
|
17,323
|
|
(in thousands)
|
Three months ended March 31, 2019
|
||||||||
|
Restaurant/Retail - Point in Time
|
Restaurant/Retail - Over Time
|
Government - Over Time
|
||||||
Restaurant/Retail
|
$
|
23,023
|
|
$
|
5,103
|
|
$
|
—
|
|
Grocery
|
490
|
|
944
|
|
—
|
|
|||
Mission Systems
|
—
|
|
—
|
|
8,546
|
|
|||
ISR Solutions
|
—
|
|
—
|
|
6,576
|
|
|||
TOTAL
|
$
|
23,513
|
|
$
|
6,047
|
|
$
|
15,122
|
|
(in thousands)
|
Purchase price allocation
|
||
Developed technology
|
$
|
16,400
|
|
Customer relationships
|
1,100
|
|
|
Trade name
|
900
|
|
|
Tangible assets
|
1,344
|
|
|
Goodwill
|
27,945
|
|
|
Total assets
|
47,689
|
|
|
Accounts payable and accrued expenses
|
629
|
|
|
Deferred revenue
|
715
|
|
|
Earn out liability
|
3,340
|
|
|
Consideration paid
|
$
|
43,005
|
|
(in thousands)
|
Three months ended March 31, 2019
|
||
Total revenue
|
$
|
51,352
|
|
Net loss
|
$
|
(263
|
)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Government reporting segment:
|
|
|
|
||||
Billed
|
$
|
9,895
|
|
|
$
|
11,608
|
|
Advanced billings
|
(754
|
)
|
|
(608
|
)
|
||
|
9,141
|
|
|
11,000
|
|
||
|
|
|
|
||||
Restaurant/Retail reporting segment:
|
33,678
|
|
|
30,774
|
|
||
Accounts receivable - net
|
$
|
42,819
|
|
|
$
|
41,774
|
|
(in thousands)
|
2020
|
||
Beginning balance - January 1
|
$
|
1,849
|
|
Provisions
|
380
|
|
|
Write-offs
|
(156
|
)
|
|
Recoveries
|
—
|
|
|
Ending balance - March 31
|
$
|
2,073
|
|
(in thousands)
|
March 31, 2020
|
|
December 31, 2019
|
||||
Finished goods
|
$
|
11,630
|
|
|
$
|
8,320
|
|
Component parts
|
7,370
|
|
|
6,768
|
|
||
Service parts
|
4,339
|
|
|
4,238
|
|
||
|
$
|
23,339
|
|
|
$
|
19,326
|
|
(in thousands)
|
March 31, 2020
|
|
December 31, 2019
|
|
Estimated
Useful Life
|
||||
Acquired and internally developed software costs
|
$
|
36,137
|
|
|
$
|
36,137
|
|
|
3 - 5 years
|
Customer relationships
|
4,860
|
|
|
4,860
|
|
|
7 years
|
||
Non-competition agreements
|
30
|
|
|
30
|
|
|
1 year
|
||
|
41,027
|
|
|
41,027
|
|
|
|
||
Less accumulated amortization
|
(14,087
|
)
|
|
(12,389
|
)
|
|
|
||
|
$
|
26,940
|
|
|
$
|
28,638
|
|
|
|
Internally developed software costs not meeting general release threshold
|
4,353
|
|
|
2,500
|
|
|
|
||
Trademarks, trade names (non-amortizable)
|
1,810
|
|
|
1,810
|
|
|
Indefinite
|
||
|
$
|
33,103
|
|
|
$
|
32,948
|
|
|
|
2020, remaining
|
$
|
3,837
|
|
2021
|
4,112
|
|
|
2022
|
5,311
|
|
|
2023
|
4,182
|
|
|
2024
|
4,182
|
|
|
Thereafter
|
5,316
|
|
|
Total
|
$
|
26,940
|
|
(in thousands)
|
2024 Notes
|
2026 Notes
|
||||
Principal amount of 2024 Notes outstanding
|
$
|
13,750
|
|
$
|
120,000
|
|
Unamortized discount (including unamortized debt issuance cost)
|
(3,219
|
)
|
(29,804
|
)
|
||
Total long-term portion of notes payable
|
$
|
10,531
|
|
$
|
90,196
|
|
(in thousands)
|
Three Months Ended March 31, 2020
|
|||||
|
2020
|
2019
|
||||
Contractual interest expense
|
$
|
(1,014
|
)
|
$
|
(146
|
)
|
Amortization of debt issuance costs and discount
|
(958
|
)
|
—
|
|
||
Total interest expense
|
$
|
(1,972
|
)
|
$
|
(146
|
)
|
2020, remaining
|
$
|
—
|
|
2021
|
—
|
|
|
2022
|
—
|
|
|
2023
|
—
|
|
|
2024
|
13,750
|
|
|
Thereafter
|
120,000
|
|
|
|
$
|
133,750
|
|
|
March 31, 2020
|
||
Expected option life
|
4.4 years
|
|
|
Weighted average risk-free interest rate
|
0.4
|
%
|
|
Weighted average expected volatility
|
47
|
%
|
|
Expected dividend yield
|
0
|
%
|
|
Fair value of options granted
|
$
|
4.87
|
|
(in thousands)
|
Options Outstanding
|
|
Weighted
Average Exercise Price |
||
Outstanding at January 1, 2020
|
410
|
|
|
14.50
|
|
Granted
|
587
|
|
|
12.64
|
|
Exercised
|
(2
|
)
|
|
11.66
|
|
Canceled/forfeited
|
(44
|
)
|
|
—
|
|
Outstanding at March 31, 2020
|
951
|
|
|
13.40
|
|
(in thousands)
|
Restricted Stock Awards
|
|
Weighted
Average Award Value |
||
Outstanding at Balance at January 1, 2020
|
171
|
|
|
23.53
|
|
Granted
|
21
|
|
|
29.19
|
|
Vested
|
(122
|
)
|
|
25.82
|
|
Forfeited and cancelled
|
(38
|
)
|
|
14.97
|
|
Outstanding at March 31, 2020
|
32
|
|
|
28.73
|
|
(in thousands)
|
RSU Awards
|
|
Weighted
Average Award Value |
||
Outstanding at Balance at January 1, 2020
|
—
|
|
|
—
|
|
Granted
|
360
|
|
|
12.64
|
|
Vested
|
—
|
|
|
—
|
|
Forfeited and cancelled
|
—
|
|
|
—
|
|
Outstanding at March 31, 2020
|
360
|
|
|
12.64
|
|
(in thousands, except per share data)
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net loss
|
$
|
(10,910
|
)
|
|
$
|
(2,729
|
)
|
|
|
|
|
||||
Basic:
|
|
|
|
|
|
||
Shares outstanding at beginning of period
|
16,629
|
|
|
16,041
|
|
||
Weighted average shares issued during the period, net
|
1,312
|
|
|
3
|
|
||
Weighted average common shares, basic
|
17,941
|
|
|
16,044
|
|
||
Net loss per common share, basic
|
$
|
(0.61
|
)
|
|
$
|
(0.17
|
)
|
Diluted:
|
|
|
|
|
|
||
Weighted average common shares, basic
|
17,941
|
|
|
16,044
|
|
||
Weighted average common shares, diluted
|
17,941
|
|
|
16,044
|
|
||
Net loss per common share, diluted
|
$
|
(0.61
|
)
|
|
$
|
(0.17
|
)
|
|
Three Months
Ended March 31, |
||||||
|
2020
|
|
2019
|
||||
Revenues:
|
|
|
|
||||
Restaurant/Retail
|
$
|
37,409
|
|
|
$
|
29,560
|
|
Government
|
17,323
|
|
|
15,122
|
|
||
Total
|
$
|
54,732
|
|
|
$
|
44,682
|
|
|
|
|
|
||||
Operating loss:
|
|
|
|
|
|
||
Restaurant/Retail
|
$
|
(6,070
|
)
|
|
$
|
(2,982
|
)
|
Government
|
1,179
|
|
|
1,363
|
|
||
Other
|
(564
|
)
|
|
(482
|
)
|
||
Total
|
(5,455
|
)
|
|
(2,101
|
)
|
||
Other expense
|
(625
|
)
|
|
(430
|
)
|
||
Interest expense, net
|
(1,972
|
)
|
|
(146
|
)
|
||
Loss on extinguishment of debt
|
(8,123
|
)
|
|
—
|
|
||
Loss before provision for income taxes
|
$
|
(16,175
|
)
|
|
$
|
(2,677
|
)
|
|
|
|
|
||||
Depreciation, amortization and accretion:
|
|
|
|
|
|
||
Restaurant/Retail
|
$
|
1,855
|
|
|
$
|
868
|
|
Government
|
16
|
|
|
19
|
|
||
Other
|
1,271
|
|
|
125
|
|
||
Total
|
$
|
3,142
|
|
|
$
|
1,012
|
|
|
|
|
|
||||
Capital expenditures including software costs:
|
|
|
|
|
|
||
Restaurant/Retail
|
$
|
1,707
|
|
|
$
|
1,063
|
|
Government
|
211
|
|
|
176
|
|
||
Other
|
122
|
|
|
684
|
|
||
Total
|
$
|
2,040
|
|
|
$
|
1,923
|
|
|
|
|
|
||||
Revenues by country:
|
|
|
|
|
|
||
United States
|
$
|
52,631
|
|
|
$
|
41,925
|
|
Other Countries
|
2,101
|
|
|
2,757
|
|
||
Total
|
$
|
54,732
|
|
|
$
|
44,682
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Restaurant/Retail
|
$
|
1,974
|
|
|
$
|
1,987
|
|
Government
|
257
|
|
|
272
|
|
||
Other
|
11,821
|
|
|
12,093
|
|
||
Total
|
$
|
14,052
|
|
|
$
|
14,352
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
United States
|
$
|
13,760
|
|
|
$
|
14,260
|
|
Other Countries
|
292
|
|
|
92
|
|
||
Total
|
$
|
14,052
|
|
|
$
|
14,352
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Restaurant/Retail
|
$
|
40,650
|
|
|
$
|
40,650
|
|
Government
|
736
|
|
|
736
|
|
||
Total
|
$
|
41,386
|
|
|
$
|
41,386
|
|
|
Three months ended March 31,
|
||||
|
2020
|
|
2019
|
||
Restaurant/Retail reporting segment:
|
|
|
|
||
McDonald’s Corporation
|
9
|
%
|
|
10
|
%
|
Yum! Brands, Inc.
|
11
|
%
|
|
13
|
%
|
Dairy Queen
|
16
|
%
|
|
7
|
%
|
Government reporting segment:
|
|
|
|
|
|
U.S. Department of Defense
|
32
|
%
|
|
34
|
%
|
All Others
|
32
|
%
|
|
36
|
%
|
|
100
|
%
|
|
100
|
%
|
(in thousands)
|
Level 3 Inputs
|
||
|
Liabilities
|
||
Balance at December 31, 2019
|
$
|
3,340
|
|
New level 3 liability
|
—
|
|
|
Total gains (losses) reported in earnings
|
—
|
|
|
Settlement of Level 3 liabilities
|
—
|
|
|
Balance at March 31, 2020
|
$
|
3,340
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
On February 10, 2020, the Company sold an aggregate principal amount of $120.0 million of 2.875% Convertible Senior Notes due 2026 (“2026 Notes”) and received net proceeds of approximately $115.9 million. Approximately $66.3 million (excluding cash payments relating to accrued interest and fractional shares) of the proceeds and 722,423 shares of the Company’s common stock were used to repurchase approximately $66.3 million in aggregate principal amount of the Company’s 2024 Notes through individually negotiated transactions.
|
•
|
The Impact of COVID-19
|
|
|
Three Months Ended March 31,
|
$
|
%
|
||||||||
(in thousands)
|
|
2020
|
2019
|
variance
|
variance
|
|||||||
Restaurant/Retail
|
|
|
|
|
||||||||
Core *
|
$
|
19,869
|
|
$
|
18,650
|
|
1,219
|
|
7
|
%
|
||
Brink **
|
17,540
|
|
9,477
|
|
8,063
|
|
85
|
%
|
||||
SureCheck
|
—
|
|
1,433
|
|
(1,433
|
)
|
(100
|
)%
|
||||
Total Restaurant Retail
|
$
|
37,409
|
|
$
|
29,560
|
|
$
|
7,849
|
|
27
|
%
|
|
|
|
|
|
|
|
|||||||
Government
|
|
|
|
|
||||||||
Intelligence, surveillance, and reconnaissance
|
$
|
8,772
|
|
$
|
6,290
|
|
2,482
|
|
39
|
%
|
||
Mission Systems
|
8,448
|
|
8,541
|
|
(93
|
)
|
(1
|
)%
|
||||
Product Sales
|
103
|
|
291
|
|
(188
|
)
|
(65
|
)%
|
||||
Total Government
|
$
|
17,323
|
|
$
|
15,122
|
|
$
|
2,201
|
|
15
|
%
|
(in thousands)
|
Payments Due by Period
|
||||||||||||||||||
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
4-5 Years
|
|
More Than 5 Years
|
|||||||||||
Operating lease obligations
|
$
|
3,106
|
|
|
$
|
919
|
|
|
$
|
2,112
|
|
|
$
|
75
|
|
|
$
|
—
|
|
Other purchase obligations
|
10,745
|
|
|
10,745
|
|
|
|
|
|
|
|
||||||||
Debt obligations
|
135,595
|
|
|
639
|
|
|
1,206
|
|
|
13,750
|
|
|
120,000
|
|
|||||
|
$
|
149,446
|
|
|
$
|
12,303
|
|
|
$
|
3,318
|
|
|
$
|
13,825
|
|
|
$
|
120,000
|
|
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.
|
||
|
|
|
|
|
3(ii)
|
|
|
Filed herewith
|
|
|
|
|
|
|
4.2
|
Form 8-K (File No. 001-09720)
|
4.1
|
2/10/2020
|
|
|
|
|
|
|
10.1 ††
|
|
Form 10-K (File No. 001-09720)
|
10.15
|
3/16/2020
|
|
|
|
|
|
10.2 ††
|
|
Form 10-K (File No. 001-09720)
|
10.20
|
3/16/2020
|
|
|
|
|
|
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:
|
May 11, 2020
|
/s/ Bryan A. Menar
|
|
|
Bryan A. Menar
|
|
|
Chief Financial and Accounting Officer
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
1.
|
I have reviewed this quarterly 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
|
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5.
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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):
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a.
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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
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b.
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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.
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May 11, 2020
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/s/ Savneet Singh
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Savneet Singh
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Chief Executive Officer & President
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(Principal Executive Officer)
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1.
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I have reviewed this quarterly report on Form 10-Q of PAR Technology Corporation;
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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May 11, 2020
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/s/ Bryan A. Menar
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Bryan A. Menar
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Chief Financial and Accounting Officer
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(Principal Financial Officer)
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(i)
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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
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(ii)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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May 11, 2020
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/s/ Savneet Singh
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Savneet Singh
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Chief Executive Officer & President
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(Principal Executive Officer)
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(i)
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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
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(ii)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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May 11, 2020
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/s/ Bryan A. Menar
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Bryan A. Menar
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Chief Financial and Accounting Officer
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(Principal Financial Officer)
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