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
|
Name of Each Exchange on Which Registered
|
|
Common Stock, $.02 par value
|
New York Stock Exchange
|
Large Accelerated Filer ☐
|
Accelerated Filer ☐
|
Non Accelerated Filer ☐
|
Smaller reporting company ☒
|
(Do not check if a smaller reporting company)
|
Item Number
|
Page
|
|
PART I | ||
Item1.
|
2
|
|
Item 1A.
|
18
|
|
Item 1B.
|
24
|
|
Item 2.
|
24
|
|
Item 3.
|
26
|
|
Item 4.
|
26
|
|
PART II | ||
Item 5.
|
27
|
|
Item 6.
|
27
|
|
Item 7.
|
28
|
|
Item 7A.
|
45
|
|
Item 8.
|
46
|
|
Item 9.
|
46
|
|
Item 9A.
|
46
|
|
PART III
|
||
Item 10.
|
49
|
|
Item 11.
|
49
|
|
Item 12.
|
49
|
|
Item 13.
|
49
|
|
Item 14.
|
49
|
|
PART IV
|
||
Item 15.
|
50
|
|
|
89
|
· | the effects of adverse macroeconomic conditions in the United States and international markets, especially in light of the continued challenges in global credit and financial markets; |
· | changes in customer demand for our products; |
· | the timing of our new product announcements or introductions, as well as those by our competitors; |
· | the ability to timely produce the products our customers seek to satisfy their technology requirements; |
· | the level of demand and purchase orders from our customers, and our ability to adjust to changes in demand and purchase order patterns; |
· | the ability of our third party suppliers, subcontractors and manufactures to supply us with sufficient quantities of high quality products or components, on a timely basis; |
· | the effectiveness of our efforts to reduce product costs and manage operating expenses; |
· | the ability to hire, retain and motivate qualified employees to meet the demands of our business; |
· | intellectual property disputes; |
· | potential significant litigation-related costs; |
· | costs related to compliance with increasing worldwide environmental and other regulations; and |
· | the effects of public health emergencies, natural disasters, security risk, terrorist activities, international conflicts and other events beyond our control. |
· | the dependency on business from major accounts which can, at will, reduce or eliminate on-going business |
· | the volatility of the financial markets; |
· | uncertainty regarding the prospects of domestic and foreign economies; |
· | uncertainty regarding domestic and international political conditions, including tax policies; |
· | our performance and prospects; |
· | the performance and prospects of our major customers; |
· | investor perception of our company and the industry in which we operate; |
· | the limited availability of earnings estimates and supporting research by investment analysts; |
· | the liquidity of the market for our common stock; and |
· | the concentration of beneficial ownership of our common stock by Dr. John W. Sammon, Director and Chairman Emeritus of PAR’s Board of Directors. |
Location
|
Industry Segment
|
Floor Area Principal Operations
|
Number of Sq. Ft.
|
New Hartford, NY
|
Hospitality
Government
|
Principal executive offices,
manufacturing, research and
development laboratories,
computing facilities
|
174,450
|
Rome, NY
|
Government
|
Research and development
|
30,800
|
Stowe, VT
|
Hospitality
|
Sales, service and research and development
|
21,300
|
Sydney, Australia
|
Hospitality
|
Sales and service
|
14,400
|
Las Vegas, NV
|
Hospitality
|
Service
|
12,000
|
Boca Raton, FL
|
Hospitality
|
Research and development
|
11,470
|
Markham, Ontario
|
Hospitality
|
Research and development
|
11,100
|
Boulder, CO
|
Hospitality
|
Service
|
10,700
|
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
2014
|
2013
|
|||||||||||||||
Period
|
Low
|
High
|
Low
|
High
|
||||||||||||
First Quarter
|
$
|
4.65
|
$
|
5.50
|
$
|
4.11
|
$
|
5.10
|
||||||||
Second Quarter
|
$
|
4.12
|
$
|
4.99
|
$
|
3.85
|
$
|
4.89
|
||||||||
Third Quarter
|
$
|
3.78
|
$
|
5.24
|
$
|
4.01
|
$
|
5.27
|
||||||||
Fourth Quarter
|
$
|
4.28
|
$
|
6.18
|
$
|
4.83
|
$
|
5.92
|
Total
|
Less
Than
1 Year
|
1-3
Years
|
3 - 5
Years
|
More than 5
Years
|
||||||||||||||||
Debt obligations
|
$
|
5,739
|
$
|
3,173
|
$
|
2,188
|
$
|
378
|
$
|
-
|
||||||||||
Operating lease
|
7,035
|
1,821
|
2,487
|
1,507
|
1,220
|
|||||||||||||||
Total
|
$
|
12,774
|
$
|
4,994
|
$
|
4,675
|
$
|
1,885
|
$
|
1,220
|
1. | Evaluation of Disclosure Controls and Procedures. |
2. | Management’s Report on Internal Control over Financial Reporting. |
3. | Changes in Internal Controls over Financial Reporting. |
Item 12: | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
|
Form 10-K Page
|
(a) | Documents filed as a part of the Form 10-K |
Financial Statements:
|
|
Report of Independent Registered Public Accounting Firm
|
51
|
Consolidated Balance Sheets at December 31, 2014 and 2013
|
52
|
Consolidated Statements of Operations for the years ended December 31, 2014 and 2013
|
53
|
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2014 and 2013
|
54
|
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2014 and 2013
|
55
|
Consolidated Statements of Cash Flows for the years ended December 31, 2014 and 2013
|
56
|
Notes to Consolidated Financial Statements
|
57
|
(b) | Exhibits |
December 31,
|
||||||||
Assets
|
2014
|
2013
|
||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
10,167
|
$
|
10,015
|
||||
Accounts receivable-net
|
31,445
|
30,688
|
||||||
Inventories-net
|
25,922
|
24,465
|
||||||
Deferred income taxes
|
4,512
|
3,747
|
||||||
Other current assets
|
4,597
|
3,418
|
||||||
Total current assets
|
76,643
|
72,333
|
||||||
Property, plant and equipment - net
|
6,137
|
5,494
|
||||||
Deferred income taxes
|
11,357
|
15,083
|
||||||
Goodwill
|
17,167
|
6,852
|
||||||
Intangible assets - net
|
22,952
|
15,071
|
||||||
Other assets
|
3,043
|
2,675
|
||||||
Total Assets
|
$
|
137,297
|
$
|
117,508
|
||||
Liabilities and Shareholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Current portion of long-term debt
|
$
|
3,173
|
$
|
166
|
||||
Borrowings under line of credit
|
5,000
|
-
|
||||||
Accounts payable
|
19,676
|
17,200
|
||||||
Accrued salaries and benefits
|
6,429
|
6,663
|
||||||
Accrued expenses
|
6,578
|
2,701
|
||||||
Customer deposits
|
2,345
|
1,071
|
||||||
Deferred service revenue
|
12,695
|
12,170
|
||||||
Income taxes payable
|
475
|
185
|
||||||
Total current liabilities
|
56,371
|
40,156
|
||||||
Long-term debt
|
2,566
|
918
|
||||||
Other long-term liabilities
|
8,847
|
3,714
|
||||||
Total liabilities
|
67,784
|
44,788
|
||||||
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; 17,274,708 and 17,301,925 shares issued, 15,566,599 and 15,593,816 outstanding at December 31, 2014 and 2013, respectively
|
346
|
344
|
||||||
Capital in excess of par value
|
44,854
|
43,635
|
||||||
Retained earnings
|
31,465
|
35,116
|
||||||
Accumulated other comprehensive loss
|
(1,316
|
)
|
(539
|
)
|
||||
Treasury stock, at cost, 1,708,109 shares
|
(5,836
|
)
|
(5,836
|
)
|
||||
Total shareholders’ equity
|
69,513
|
72,720
|
||||||
Total Liabilities and Shareholders’ Equity
|
$
|
137,297
|
$
|
117,508
|
Year ended December 31,
|
||||||||
2014
|
2013
|
|||||||
Net revenues:
|
||||||||
Product
|
$
|
87,246
|
$
|
90,847
|
||||
Service
|
58,675
|
61,529
|
||||||
Contract
|
87,689
|
89,018
|
||||||
233,610
|
241,394
|
|||||||
Costs of sales:
|
||||||||
Product
|
59,520
|
62,317
|
||||||
Service
|
40,421
|
43,659
|
||||||
Contract
|
82,347
|
82,583
|
||||||
182,288
|
188,559
|
|||||||
Gross margin
|
51,322
|
52,835
|
||||||
Operating expenses:
|
||||||||
Selling, general and administrative
|
37,297
|
37,925
|
||||||
Research and development
|
15,965
|
15,567
|
||||||
Amortization of identifiable intangible assets
|
279
|
-
|
||||||
53,541
|
53,492
|
|||||||
Operating loss from continuing operations
|
(2,219
|
)
|
(657
|
)
|
||||
Other income, net
|
304
|
506
|
||||||
Interest expense
|
(136
|
)
|
(60
|
)
|
||||
Loss from continuing operations before (provision for) benefit from income taxes
|
(2,051
|
)
|
(211
|
)
|
||||
(Provision for) benefit from income taxes
|
(1,600
|
)
|
780
|
|||||
(Loss) income from continuing operations
|
(3,651
|
)
|
569
|
|||||
Discontinued operations
|
||||||||
Loss on discontinued operations (net of tax)
|
-
|
(211
|
)
|
|||||
Net (loss) income
|
$
|
(3,651
|
)
|
$
|
358
|
|||
Basic Earnings per Share:
|
||||||||
(Loss) income from continuing operations
|
(0.24
|
)
|
0.04
|
|||||
Loss from discontinued operations
|
-
|
(0.01
|
)
|
|||||
Net (loss) income
|
$
|
(0.24
|
)
|
$
|
0.02
|
|||
Diluted Earnings per Share:
|
||||||||
(Loss) income from continuing operations
|
(0.24
|
)
|
0.04
|
|||||
Loss from discontinued operations
|
-
|
(0.01
|
)
|
|||||
Net (loss) income
|
$
|
(0.24
|
)
|
$
|
0.02
|
|||
Weighted average shares outstanding
|
||||||||
Basic
|
15,501
|
15,240
|
||||||
Diluted
|
15,501
|
15,273
|
Year ended December 31,
|
||||||||
2014
|
2013
|
|||||||
Net (loss) income
|
$
|
(3,651
|
)
|
$
|
358
|
|||
Other comprehensive loss net of applicable tax:
|
||||||||
Foreign currency translation adjustments
|
(777
|
)
|
(435
|
)
|
||||
Comprehensive loss
|
$
|
(4,428
|
)
|
$
|
(77
|
)
|
Common Stock
|
Capital in
excess of
|
Retained
|
Accumulated
Other
|
Treasury Stock
|
Total
Shareholders’
|
|||||||||||||||||||||||||||
(in thousands)
|
Shares
|
Amount
|
Par Value
|
Earnings
|
Loss
|
Shares
|
Amount
|
Equity
|
||||||||||||||||||||||||
Balances at December 31, 2012
|
17,038
|
$
|
341
|
$
|
43,661
|
$
|
34,758
|
$
|
(104
|
)
|
(1,708
|
)
|
$
|
(5,834
|
)
|
$
|
72,822
|
|||||||||||||||
Net income
|
358
|
358
|
||||||||||||||||||||||||||||||
Issuance of common stock upon the exercise of stock options
|
16
|
1
|
51
|
0
|
(2
|
)
|
50
|
|||||||||||||||||||||||||
Net issuance of restricted stock awards
|
248
|
2
|
-
|
2
|
||||||||||||||||||||||||||||
Equity based compensation
|
187
|
187
|
||||||||||||||||||||||||||||||
Stock options and awards tax benefits
|
(264
|
)
|
(264
|
)
|
||||||||||||||||||||||||||||
Translation adjustments, net of tax of $114
|
(435
|
)
|
(435
|
)
|
||||||||||||||||||||||||||||
Balances at December 31, 2013
|
17,302
|
344
|
43,635
|
35,116
|
(539
|
)
|
(1,708
|
)
|
(5,836
|
)
|
72,720
|
|||||||||||||||||||||
Net loss
|
(3,651
|
)
|
(3,651
|
)
|
||||||||||||||||||||||||||||
Net issuance of restricted stock awards
|
(27
|
)
|
2
|
2
|
||||||||||||||||||||||||||||
Equity based compensation
|
1,185
|
1,185
|
||||||||||||||||||||||||||||||
Stock options and awards tax benefits
|
34
|
34
|
||||||||||||||||||||||||||||||
Translation adjustments, net of tax of $476
|
(777
|
)
|
(777
|
)
|
||||||||||||||||||||||||||||
Balances at December 31, 2014
|
17,275
|
$
|
346
|
$
|
44,854
|
$
|
31,465
|
$
|
(1,316
|
)
|
(1,708
|
)
|
$
|
(5,836
|
)
|
$
|
69,513
|
Year ended December 31,
|
||||||||
2014
|
2013
|
|||||||
Cash flows from operating activities:
|
||||||||
Net (loss) income
|
$
|
(3,651
|
)
|
$
|
358
|
|||
Loss from discontinued operations
|
-
|
211
|
||||||
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
|
||||||||
Depreciation and amortization
|
3,670
|
2,830
|
||||||
Provision for bad debts
|
412
|
716
|
||||||
Provision for obsolete inventory
|
2,232
|
2,564
|
||||||
Equity based compensation
|
1,185
|
187
|
||||||
Deferred income tax
|
516
|
(1,878
|
)
|
|||||
Changes in operating assets and liabilities, net of acquisitions:
|
||||||||
Accounts receivable
|
(1,169
|
)
|
(1,514
|
)
|
||||
Inventories
|
(3,689
|
)
|
(857
|
)
|
||||
Income tax receivable/(payable)
|
290
|
(361
|
)
|
|||||
Other current assets
|
(1,179
|
)
|
(221
|
)
|
||||
Other assets
|
(368
|
)
|
543
|
|||||
Accounts payable
|
2,477
|
(3,930
|
)
|
|||||
Accrued salaries and benefits
|
(234
|
)
|
265
|
|||||
Accrued expenses
|
3,877
|
(1,770
|
)
|
|||||
Customer deposits
|
1,274
|
(309
|
)
|
|||||
Deferred service revenue
|
525
|
(352
|
)
|
|||||
Other long-term liabilities
|
93
|
684
|
||||||
Net cash provided by (used in) operating activities-continuing operations
|
6,261
|
(2,834
|
)
|
|||||
Net cash used in operating activities-discontinued operations
|
-
|
(396
|
)
|
|||||
Net cash provided by (used in) operating activities
|
6,261
|
(3,230
|
)
|
|||||
Cash flows from investing activities:
|
||||||||
Capital expenditures
|
(2,108
|
)
|
(1,136
|
)
|
||||
Capitalization of software costs
|
(2,894
|
)
|
(4,652
|
)
|
||||
Payments for acquisition, net of cash acquired
|
(5,000
|
)
|
-
|
|||||
Net cash used in investing activities
|
(10,002
|
)
|
(5,788
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Payments of long-term debt
|
(165
|
)
|
(159
|
)
|
||||
Proceeds from other borrowings
|
5,000
|
-
|
||||||
Proceeds from stock awards
|
2
|
52
|
||||||
Net cash provided by (used in) financing activities
|
4,837
|
(107
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
(944
|
)
|
(335
|
)
|
||||
Net increase (decrease) in cash and cash equivalents |
152
|
(9,460
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
10,015
|
19,475
|
|
|||||
Cash and cash equivalents at end of period
|
10,167
|
10,015
|
||||||
Cash and cash equivalents of continuing operations at end of period
|
$
|
10,167
|
$
|
10,015
|
||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
$
|
129
|
$
|
60
|
||||
Income taxes, net of refunds
|
$
|
722
|
$
|
1,373
|
||||
Supplemental disclosures of non-cash information:
|
||||||||
Acquisition through notes payable
|
$
|
4,820
|
$
|
-
|
||||
Contingent consideration payable in connection with acquisition
|
$
|
5,040
|
$
|
-
|
Year ended December 31
(in thousands)
|
||||||||
2014
|
2013
|
|||||||
Foreign currency gains / (loss)
|
$
|
(154
|
)
|
$
|
146
|
|||
Rental income-net
|
359
|
448
|
||||||
Other
|
99
|
(88
|
)
|
|||||
$
|
304
|
$
|
506
|
December 31,
(in thousands)
|
||||||||
2014
|
2013
|
|||||||
Acquired and internally developed software costs
|
$
|
26,134
|
$
|
16,640
|
||||
Customer relationships
|
160
|
-
|
||||||
Non-competition agreements
|
30
|
-
|
||||||
Trademarks, trade names (non-amortizable)
|
2,200
|
1,800
|
||||||
28,524
|
18,440
|
|||||||
Less accumulated amortization
|
(5,572
|
)
|
(3,369
|
)
|
||||
$
|
22,952
|
$
|
15,071
|
2015
|
$
|
3,068
|
||
2016
|
3,465
|
|||
2017
|
3,364
|
|||
2018
|
3,262
|
|||
2019
|
2,985
|
|||
Thereafter
|
4,608
|
|||
Total
|
$
|
20,752
|
December 31,
|
||||||||
2014
|
2013
|
|||||||
Income (loss) from continuing operations
|
$
|
(3,651
|
)
|
$
|
569
|
|||
Basic:
|
||||||||
Shares outstanding at beginning of year
|
15,473
|
15,210
|
||||||
Weighted average shares issued during the year
|
28
|
30
|
||||||
Weighted average common shares, basic
|
15,501
|
15,240
|
||||||
Income (loss) from continuing operations per common share, basic
|
$
|
(0.24
|
)
|
$
|
0.04
|
|||
Diluted:
|
||||||||
Weighted average common shares, basic
|
15,501
|
15,240
|
||||||
Weighted average shares issued during the year
|
-
|
1
|
||||||
Dilutive impact of stock options and restricted stock awards
|
-
|
32
|
||||||
Weighted average common shares, diluted
|
15,501
|
15,273
|
||||||
Income (loss) from continuing operations per common share, diluted
|
$
|
(0.24
|
)
|
$
|
0.04
|
Restaurants
|
Hotel/Resort/
Spa
|
Government
|
Total
|
|||||||||||||
Net Balances at December 31, 2012
|
$
|
-
|
$
|
6,116
|
$
|
736
|
$
|
6,852
|
||||||||
Goodwill
|
12,433
|
13,946
|
736
|
27,115
|
||||||||||||
Accumulated Impairment charge
|
(12,433
|
)
|
(7,830
|
)
|
-
|
(20,263
|
)
|
|||||||||
Net Balances at December 31, 2013
|
-
|
6,116
|
736
|
6,852
|
||||||||||||
Goodwill
|
12,433
|
13,946
|
736
|
27,115
|
||||||||||||
Accumulated Impairment charge
|
(12,433
|
)
|
(7,830
|
)
|
-
|
(20,263
|
)
|
|||||||||
Acquisition
|
10,315
|
-
|
-
|
10,315
|
||||||||||||
Net balance at December 31, 2014
|
$
|
10,315
|
$
|
6,116
|
$
|
736
|
$
|
17,167
|
Accounts receivable
|
$
|
83
|
||
Inventories
|
116
|
|||
Intangible assets
|
7,190
|
|||
Goodwill
|
10,315
|
|||
Other assets
|
90
|
|||
Total assets acquired
|
$
|
17,794
|
||
Accounts payable
|
$
|
124
|
||
Other current liabilites
|
365
|
|||
Deferred tax liabilities | 2,445 | |||
Total liabilities assumed
|
$
|
2,934
|
||
Purchase price
|
$
|
14,860
|
Fair Value
|
Estimated
Useful Life
|
||||
Trade Name
|
$
|
400
|
Indefinite
|
||
Developed Technology
|
6,600
|
7 Years
|
|||
Customer Relationships
|
160
|
7 Years
|
|||
Non-Competition Agreements
|
30
|
7 Years
|
|||
$
|
7,190
|
|
Year ended December 31,
|
||||||||
2014
|
2013
|
|||||||
Revenues
|
$
|
235,075
|
$
|
242,476
|
||||
Net loss
|
$
|
(4,281
|
)
|
$
|
(779
|
)
|
||
Earnings per share:
|
||||||||
Basic
|
$
|
(0.28
|
)
|
$
|
(0.05
|
)
|
||
Diluted
|
$
|
(0.28
|
)
|
$
|
(0.05
|
)
|
December 31,
(in thousands)
|
||||||||
2014
|
2013
|
|||||||
Government segment:
|
||||||||
Billed
|
$
|
9,340
|
$
|
16,932
|
||||
Advanced billings
|
(450
|
)
|
(4,335
|
)
|
||||
8,890
|
12,597
|
|||||||
Hospitality segment:
|
||||||||
Accounts receivable - net
|
22,555
|
18,091
|
||||||
$
|
31,445
|
$
|
30,688
|
December 31,
(in thousands)
|
||||||||
2014
|
2013
|
|||||||
Finished Goods
|
$
|
13,609
|
$
|
12,033
|
||||
Work in process
|
457
|
297
|
||||||
Component parts
|
3,748
|
3,558
|
||||||
Service parts
|
8,108
|
8,577
|
||||||
$
|
25,922
|
$
|
24,465
|
December 31,
(in thousands)
|
||||||||
2014
|
2013
|
|||||||
Land
|
$
|
253
|
$
|
253
|
||||
Building and improvements
|
6,467
|
6,540
|
||||||
Rental property
|
5,308
|
5,311
|
||||||
Furniture and equipment
|
13,177
|
25,431
|
||||||
25,205
|
37,535
|
|||||||
Less accumulated depreciation
|
(19,070
|
)
|
(32,041
|
)
|
||||
$
|
6,135
|
$
|
5,494
|
2015
|
1,821
|
|||
2016
|
1,456
|
|||
2017
|
1,031
|
|||
2018
|
786
|
|||
2019
|
721
|
|||
Thereafter
|
1,220
|
|||
$
|
7,035
|
2015
|
$
|
3,173
|
||
2016
|
2,000
|
|||
2017
|
188
|
|||
2018
|
195
|
|||
2019
|
183
|
|||
$
|
5,739
|
No. of Shares
(in thousands)
|
Weighted
Average
Exercise Price
|
Aggregate
Intrinsic Value (in
thousands)
|
||||||||||
Outstanding at December 31, 2013
|
1,048
|
$
|
5.45
|
$
|
270
|
|||||||
Options granted
|
417
|
5.15
|
||||||||||
Forfeited and cancelled
|
(225
|
)
|
5.16
|
|||||||||
Outstanding at December 31, 2014
|
1,240
|
$
|
5.28
|
$
|
1,264
|
|||||||
Vested and expected to vest at December 31, 2014
|
1,192
|
$
|
5.28
|
$
|
1,215
|
|||||||
Total shares exercisable as of December 31, 2014
|
344
|
$
|
5.60
|
$
|
344
|
|||||||
Shares remaining available for grant
|
332
|
2014
|
2013
|
|||||||
Expected option life
|
5.9 years
|
4.6 years
|
||||||
Weighted average risk-free interest rate
|
1.7
|
%
|
1.3
|
%
|
||||
Weighted average expected volatility
|
31
|
%
|
33
|
%
|
||||
Expected dividend yield
|
0
|
%
|
0
|
%
|
Range of
Exercise Prices
|
Number
Outstanding
(in thousands)
|
Weighted
Average
Remaining Life
|
Weighted
Average
Exercise
Price
|
||||||||
$
|
4.06 - $6.25
|
1,203
|
8.62 years
|
$
|
5.07
|
||||||
$
|
6.26 - $11.40
|
37
|
1.37 years
|
$
|
10.04
|
||||||
$
|
4.06 - $11.40
|
1,240
|
8.41 years
|
$
|
5.28
|
Non-vested shares (in thousands)
|
Shares
|
Weighted
Average grant-
date fair value
|
||||||
Balance at January 1, 2014
|
277
|
$
|
4.65
|
|||||
Granted
|
170
|
5.24
|
||||||
Vested
|
(112
|
)
|
4.23
|
|||||
Forfeited and cancelled
|
(62
|
)
|
3.46
|
|||||
Balance at December 31, 2014
|
273
|
$
|
4.68
|
Year ended December 31,
(in thousands)
|
||||||||
2014
|
2013
|
|||||||
Current income tax:
|
||||||||
Federal
|
$
|
115
|
$
|
(16
|
)
|
|||
State
|
212
|
27
|
||||||
Foreign
|
757
|
1,087
|
||||||
1,084
|
1,098
|
|||||||
Deferred income tax:
|
||||||||
Federal
|
370
|
(1,813
|
)
|
|||||
State
|
146
|
(65
|
)
|
|||||
516
|
(1,878
|
)
|
||||||
Provision for (benefit from) income taxes
|
$
|
1,600
|
$
|
(780
|
)
|
December 31,
(in thousands)
|
||||||||
2014
|
2013
|
|||||||
Deferred tax liabilities:
|
||||||||
Software development costs
|
$
|
4,984
|
$
|
5,042
|
||||
Acquired intangible assets | 2,350 |
-
|
||||||
Gross deferred tax liabilities
|
7,334
|
5,042
|
||||||
Allowances for bad debts and inventory
|
(4,524
|
)
|
(3,819
|
)
|
||||
Capitalized inventory costs
|
(114
|
)
|
(122
|
)
|
||||
Intangible assets
|
(2,100
|
)
|
(3,223
|
)
|
||||
Employee benefit accruals
|
(1,715
|
)
|
(1,764
|
)
|
||||
Federal net operating loss carryforward
|
(9,249
|
)
|
(10,524
|
)
|
||||
State net operating loss carryforward
|
(1,104
|
)
|
(1,200
|
)
|
||||
Tax credit carryforwards
|
(7,809
|
)
|
(4,979
|
)
|
||||
Foreign currency
|
(33
|
)
|
(33
|
)
|
||||
Other
|
(502
|
)
|
(585
|
)
|
||||
Gross deferred tax assets
|
(27,150
|
)
|
(26,249
|
)
|
||||
Less valuation allowance
|
3,947
|
2,377
|
||||||
Net deferred tax assets
|
$
|
(15,869
|
)
|
$
|
(18,830
|
)
|
Year ended December 31,
|
||||||||
2014
|
2013
|
|||||||
Federal statutory tax rate
|
(34.0
|
)%
|
(34.0
|
)%
|
||||
State taxes
|
13.8
|
1.7
|
||||||
Non deductible expenses
|
10.1
|
61.3
|
||||||
Tax credits
|
(21.5
|
)
|
(378.2
|
)
|
||||
Repatriation of foreign earnings
|
109.8
|
0.0
|
||||||
Foreign income tax rate differential
|
(79.3
|
)
|
(103.0
|
)
|
||||
Valuation allowance
|
76.6
|
84.8
|
||||||
Other
|
2.5
|
(2.4
|
)
|
|||||
78.0
|
%
|
(369.8
|
)%
|
Year ended December 31,
(in thousands)
|
||||||||
2014
|
2013
|
|||||||
Revenues:
|
||||||||
Hospitality
|
$
|
145,921
|
$
|
152,376
|
||||
Government
|
87,689
|
89,018
|
||||||
Total
|
$
|
233,610
|
$
|
241,394
|
||||
Operating income (loss) :
|
||||||||
Hospitality
|
$
|
(5,312
|
)
|
$
|
(5,005
|
)
|
||
Government
|
4,883
|
5,949
|
||||||
Other
|
(1,790
|
)
|
(1,601
|
)
|
||||
(2,219
|
)
|
(657
|
)
|
|||||
Other income, net
|
304
|
506
|
||||||
Interest expense
|
(136
|
)
|
(60
|
)
|
||||
Income from continuing operations before provision for income taxes
|
$
|
(2,051
|
)
|
$
|
(211
|
)
|
||
Identifiable assets:
|
||||||||
Hospitality
|
$
|
104,027
|
$
|
81,386
|
||||
Government
|
11,221
|
16,936
|
||||||
Other
|
22,049
|
19,186
|
||||||
Total
|
$
|
137,297
|
$
|
117,508
|
||||
Goodwill:
|
||||||||
Hospitality
|
$
|
16,431
|
$
|
6,116
|
||||
Government
|
736
|
736
|
||||||
Total
|
$
|
17,167
|
$
|
6,852
|
||||
Depreciation and amortization:
|
||||||||
Hospitality
|
$
|
3,341
|
$
|
2,454
|
||||
Government
|
50
|
46
|
||||||
Other
|
279
|
330
|
||||||
Total
|
$
|
3,670
|
$
|
2,830
|
||||
Capital expenditures including software costs:
|
||||||||
Hospitality
|
$
|
3,997
|
$
|
5,523
|
||||
Government
|
36
|
63
|
||||||
Other
|
969
|
202
|
||||||
Total
|
$
|
5,002
|
$
|
5,788
|
December 31,
|
||||||||
2014
|
2013
|
|||||||
United States
|
$
|
202,573
|
$
|
201,815
|
||||
Other Countries
|
31,037
|
39,579
|
||||||
Total
|
$
|
233,610
|
$
|
241,394
|
December 31,
|
||||||||
2014
|
2013
|
|||||||
United States
|
$
|
116,155
|
$
|
99,937
|
||||
Other Countries
|
21,142
|
17,571
|
||||||
Total
|
$
|
137,297
|
$
|
117,508
|
December 31,
|
||||||||
2014
|
2013
|
|||||||
Hospitality segment
:
|
||||||||
McDonald’s Corporation
|
16
|
%
|
19
|
%
|
||||
Yum! Brands, Inc.
|
12
|
%
|
13
|
%
|
||||
Government segment
:
|
||||||||
U.S. Department of Defense
|
38
|
%
|
37
|
%
|
||||
All Others
|
34
|
%
|
31
|
%
|
||||
100
|
%
|
100
|
%
|
Level 3 Inputs
|
||||
Liabilities
|
||||
Balance at December 31, 2013
|
$
|
-
|
||
New level 3 liability (contingent consideration liability)
|
5,040
|
|||
Total gains (losses) reported in earnings
|
-
|
|||
Transfers into or out of Level 3
|
-
|
|||
Balance at December 31, 2014
|
$
|
5,040
|
PAR TECHNOLOGY CORPORATION
|
||
March 31, 2015
|
/s/ Ronald J. Casciano
|
|
Ronald J. Casciano
|
||
Chief Executive Officer & President
|
Signatures |
Title
|
Date
|
||
/s/ Ronald J. Casciano
|
||||
Ronald J. Casciano
|
Chief Executive Officer &
President
|
March 31, 2015
|
||
/s/ John S. Barsanti
|
||||
John S. Barsanti
|
Director
|
March 31, 2015
|
||
/s/ Paul D. Eurek
|
||||
Paul D. Eurek
|
Director
|
March 31, 2015
|
||
/s/ Todd E. Tyler
|
||||
Todd E. Tyler
|
Director
|
March 31, 2015
|
||
/s/ John W. Sammon
|
||||
John W. Sammon
|
Director
|
March 31, 2015
|
||
/s/ Steven M. Malone
|
||||
Steven M. Malone
|
Vice President, Controller andChief Accounting Officer(Principal Financial Officer)
|
March 31, 2015
|
Exhibit No.
|
Description of Instrument
|
||
3.(i)
|
Certificate of Incorporation, as amended May 22, 2014.
|
Filed as Exhibit 3(i) to Form 8-K filed May 29, 2014 of PAR Technology Corporation and incorporated herein by reference.
|
|
3.(ii)
|
By-laws, as amended May 22, 2014.
|
Filed as Exhibit 3.(ii) to Form 8-K filed May 29, 2014 of PAR Technology Corporation incorporated herein by reference.
|
|
3.3
|
By-laws, as amended.
|
Filed as Exhibit 3(ii) to Form 8-K filed March 25, 2013 of PAR Technology Corporation and incorporated herein by reference.
|
|
3.4
|
By-laws, as amended July 29, 2013
|
Filed as Exhibit 3(ii) to Form 8-K filed August 2, 2013 of PAR Technology Corporation and incorporated herein by reference.
|
|
4
|
Specimen Certificate representing the Common Stock.
|
Filed as Exhibit 4 to Registration Statement on Form S-2 (Registration No. 333-04077) of PAR Technology Corporation incorporated herein by reference.
|
|
10.1
|
Letter of Agreement with Sanmina– SCI Corporation
|
Filed as Exhibit 10.1 to Form S-3/A (Registration No. 333-102197) of PAR Technology Corporation incorporated herein by reference.
|
|
10.2
|
JP Morgan term loan.
|
Filed as Exhibit 10.3 to Form 10-K for the year ended December 31, 2006 and incorporated herein by reference.
|
|
10.3
|
2005 Equity Incentive Plan of PAR Technology Corporation
|
Filed as Exhibit 4.2 to Form S-8 (Registration No. 333-137647) of PAR Technology Corporation and incorporated herein by reference.
|
|
10.4
|
2005 Equity Incentive Plan, as amended
|
Filed as Exhibit 4.1 to Registration Statement on Form S-8 (Registration No. 333-187246) of PAR Technology Corporation incorporated herein by reference.
|
Exhibit No. |
Description of Instrument
|
||
10.6
|
Form of Restricted Stock Award Agreement Pursuant to the 2005 Equity Incentive Plan
|
Filed as Exhibit 10.1 to Form 10-Q as for the quarter ended June 30, 2013 and incorporated by reference.
|
|
10.7
|
Pledge and Security Agreement with JP Morgan Chase
|
Filed as Exhibit 10.2 to Form 8-K dated June 16, 2008 of PAR Technology Corporation and incorporated herein by reference.
|
|
10.8
|
Separation Letter Agreement dated March 25, 2013 between Registrant and Paul B. Domorski.
|
Filed as an Exhibit 10.4 to Form 10-Q for the quarter ended March 31, 2013 and incorporated herein by reference.
|
|
10.9
|
June 2011 – Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A; NBT Bank, N.A.; Alliance Bank, N.A.
|
Filed as an Exhibit 10.1 to Form 8-K dated June 6, 2011 of PAR Technology Corporation and incorporated herein by reference.
|
|
10.10
|
June 2011 - Amendment No. 1 to Pledge and Security Agreement with JPMorgan Chase Bank, N.A.
|
Filed as an Exhibit 10.2 to Form 8-K dated June 6, 2011 of PAR Technology Corporation and incorporated herein by reference.
|
|
10.11 ***
|
December 2011 - Asset Purchase and Sale Agreement by and between PAR Technology Corporation , PAR Government Systems Corporation, PAR Logistics Management Systems Corporation and ORBCOMM Inc. and PLMS Acquisition, LLC.
|
Filed as an Exhibit 10.13 to Form 10-K dated April 4, 2012 of PAR Technology Corporation and incorporated herein by reference.
|
|
10.12
|
February 2013 - Amendment No. 2 to Pledge and Security Agreement with JPMorgan Chase Bank, N.A.
|
Filed as an Exhibit 10.14 to Form 10-K dated March 13, 2013 of PAR Technology Corporation and incorporated herein by reference.
|
|
10.13
|
Employment Offer Letter dated March 21, 2013 between Registrant and Ronald J. Casciano
|
Filed as an Exhibit 10.1*+ to Form 10-Q for the quarter ended March 31, 2013 and incorporated herein by reference.
|
|
10.14
|
Employment Offer Letter dated March 21, 2013 between Registrant and Robert P. Jerabeck
|
Filed as an Exhibit 10.2*+ to Form 10-Q for the quarter ended March 31, 2013 and incorporated herein by reference.
|
|
10.15
|
Employment Offer Letter dated March 21, 2013 between Registrant and Karen E. Sammon
|
Filed as an Exhibit 10.3*+ to Form 10-Q for the quarter ended March 31, 2013 and incorporated herein by reference.
|
Exhibit No. |
Description of Instrument
|
||
10.16
|
Form of Notice of Equity Award and Agreement Pursuant to the 2005 Equity Incentive Plan
|
Filed as an Exhibit 10.17 to Form 10-K dated March 14, 2014 of Par Technology Corporation and incorporated herein by reference
|
|
10.17
|
June 2014 – Amendment No. 3 to Pledge and Security Agreement with JPMorgan Chase Bank, N.A.
|
Filed as an Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2014 and incorporated herein by reference
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10.18 ***
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Credit Agreement with JPMorgan Chase Bank, N.A. dated as of September 9, 2014
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Filed as an Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2014 and incorporated herein by reference
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10.19
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Pledge and Security Agreement with JPMorgan Chase Bank, N.A. dated as of September 9, 2014
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Filed as an Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2014 and incorporated herein by reference
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10.20 ***
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Stock Purchase Agreement by and among Brink Software, Inc., the Shareholders, ParTech, Inc., and Par Technology Corporation dated as of September 18, 2014
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Filed as an Exhibit 10.3 to Form 10-Q for the quarter ended September 30, 2014 and incorporated herein by reference
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Form of Outside Director Notice of Restricted Stock Award and Agreement Pursuant to the 2005 Equity Incentive Plan
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Form of Notice of Award and Agreement Pursuant to the 2005 Equity Incentive Plan
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Second Amendment to Credit Agreement and Other Loan Documents with JPMorgan Chase Bank, N.A. dated as of March 19, 2014
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Subsidiaries of the registrant
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Consent of Independent Registered Public Accounting Firm
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Certification of Chief Executive Officer & President Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification of Vice President, Controller and Chief Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification of Chief Executive Officer & President and Vice President, Controller and Chief Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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***
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Portions of this Exhibit were omitted pursuant to a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.
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Date of Grant by the Board of Directors:
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Participant
(the
“Participant”
):
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Name:
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Address:
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Business Relationship
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Outside Director
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☐ | Change of Control |
☐ | Other |
Participant
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PAR Technology Corporation
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By:
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By:
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Printed Name:
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Printed Name:
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Title:
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Title:
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Date:
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Date
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4. | Forfeiture and Claw-Back . |
(c) | Exercise of Repurchase Right and Closing . |
12. | Withholding Taxes . |
Dated:
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(x)
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PERSON EXECUTING THIS POWER SIGN HERE
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IMPORTANT - READ CAREFULLY
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The signature(s) to this Power must correspond with the name(s) as written upon the face of the certificate(s) in every particular without alternation or enlargement or any change whatever.
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IMPRINT SIGNATURE MEDALLION HERE
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1.
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The Taxpayer’s name, address and taxpayer identification number are as follows:
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2.
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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”).
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3.
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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____.
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4. | The nature of the restrictions to which the Shares are subject is as follows: |
5.
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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.
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6.
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The amount paid for the Shares is $0.02 per share.
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7.
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A copy of this election has been furnished by personal delivery to the Company.
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Date of Grant by the Board of Directors:
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Participant
(the
“Participant”
):
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Name:
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Address:
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“
Effective Date
” of Grant
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Total Exercise Price
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Exercise Price per Share
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Type of Option
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Total “
Option Shares
” Granted
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Option Expiration Date
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Months (or years) of Service Following Effective Date of Grant
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% of Grant (or # of Shares) Exercisable
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Months (or years) of Service Following Effective Date of Grant
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% of Grant (or # of Shares) Vested
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☐ | Change of Control |
Participant
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PAR Technology Corporation
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By:
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By:
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Printed Name:
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Printed Name:
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Title:
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Title:
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Date:
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Date:
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2. | Exercise of Option . |
1. | Exercise of Option . Effective as of today, ______________, 20__, the undersigned ("Participant") hereby elects to exercise Participant's option to purchase _________ shares of the Common Stock (the "Shares") of PAR Technology Corporation (the "Company") under and pursuant to the 2005 Equity Incentive Plan (the "Plan") and the Stock Option Award Agreement dated ____________, 20__ (the "Award Agreement"). |
2. | Delivery of Payment . Purchaser herewith delivers to the Company the full purchase price of the Shares, as set forth in the Award Agreement. |
3. | Representations of Participant . Participant acknowledges that Participant has received, read and understood the Plan and the Award Agreement and agrees to abide by and be bound by their terms and conditions. |
4. | Rights as Stockholder . Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares shall be issued to the Participant as soon as practicable after the Option is exercised. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 3(c) of the Plan. |
5. | Tax Consultation . Participant understands that Participant may suffer adverse tax consequences as a result of Participant's purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice. |
6. | Interpretation . Any dispute regarding the interpretation of this Notice, the Plan or the Award Agreement shall be submitted by Participant or by the Company forthwith to the Company’s Compensation Committee which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Committee shall be final and binding on all parties. |
7. | Governing Law; Severability . This Notice, the Plan and the Award Agreement shall be governed by the laws of the state of Delaware excluding its conflict of law provisions. |
Submitted by:
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Accepted by:
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PARTICIPANT
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PAR Technology Corporation
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Signature
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By
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Print Name
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Title
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Address:
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Address:
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8383 Seneca Turnpike
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New Hartford, NY 13413
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Date Received
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4. | Forfeiture and Claw-Back . |
(d) | Exercise of Repurchase Right and Closing . |
Dated:
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(x)
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PERSON EXECUTING THIS POWER SIGN HERE
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IMPORTANT - READ CAREFULLY
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The signature(s) to this Power must correspond with the name(s) as written upon the face of the certificate(s) in every particular without alternation or enlargement or any change whatever.
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IMPRINT SIGNATURE MEDALLION HERE
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1.
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The Taxpayer’s name, address and taxpayer identification number are as follows:
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2.
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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”).
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3.
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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____.
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4. | The nature of the restrictions to which the Shares are subject is as follows: |
5.
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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.
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6.
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The amount paid for the Shares is $0.02 per share.
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7.
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A copy of this election has been furnished by personal delivery to the Company.
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(b) | Non-Solicitation. |
6. | Withholding Taxes . |
Quarter Ending | EBITDA |
September 30, 2014 | **** |
December 31, 2014 | **** |
March 31, 2015 | **** |
June 30, 2015 | **** |
September 30, 2015 | **** |
December 31, 2015 | **** |
March 31, 2016 | **** |
(i) | beginning with the effective date of Amendment No. 2 and continuing until the close of business on April 3, 2015, Borrowers will not permit Availability (calculated as of the end of each Business Day) to be less than $2,500,000 for five (5) or more consecutive Business Days; and |
(ii) | beginning April 4, 2015 until the Initial FCCR Compliance Date, Borrowers will not permit Availability (calculated as of the end of each Business Day) to be less than: (A) $4,000,000 for three (3) or more consecutive Business Days, and (B) $2,000,000 at any time. |
5. | Provisions of General Application . |
PAR TECHNOLOGY CORPORATION
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By:
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/s/
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Name:
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Ronald J. Casciano
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Title:
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CEO & President
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AUSABLE SOLUTIONS, INC.
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By:
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/s/
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Name:
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Ronald J. Casciano
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Title:
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Treasurer
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PAR GOVERNMENT SYSTEMS CORPORATION
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By:
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/s/
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Name:
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Ronald J. Casciano
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Title:
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Treasurer
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PAR SPRINGER-MILLER SYSTEMS, INC.
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By:
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/s/
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Name:
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Ronald J. Casciano
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Title:
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Treasurer
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ROME RESEARCH CORPORATION
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By:
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/s/
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Name:
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Ronald J. Casciano
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Title:
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Treasurer
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SPRINGER-MILLER INTERNATIONAL, LLC
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By:
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/s/
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Name:
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Ronald J. Casciano
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Title:
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Treasurer
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PARTECH, INC.
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By:
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/s/
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Name:
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Ronald J. Casciano
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Title:
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Treasurer
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BRINK SOFTWARE, INC.
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By:
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/s/
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Name:
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Ronald J. Casciano
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Title:
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Treasurer
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JPMORGAN CHASE BANK, N.A.
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By:
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/s/
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Name:
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Marie C. Duhamel
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Title:
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Authorized Officer
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Name
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State of Incorporation
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ParTech, Inc.
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New York
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PAR Government Systems Corporation
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New York
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Ausable Solutions, Inc.
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Delaware
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1. | I have reviewed this report on Form 10-K of PAR Technology Corporation for the year ended December 31, 2014; |
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 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 evaluations; 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 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 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. |
Date: March 31, 2015
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/s/ Ronald J. Casciano
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Ronald J. Casciano
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Chief Executive Officer & President
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1. | I have reviewed this report on Form 10-K of PAR Technology Corporation for the year ended December 31, 2014; |
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 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 evaluations; 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 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 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. |
Date: March 31, 2015
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/s/Steven M. Malone
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Steven M. Malone
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Vice President, Controller and Chief Accounting Officer
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(1) | The Report fully complies with the requirement of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Ronald J. Casciano
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Ronald J. Casciano
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Chief Executive Officer & President
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March 31, 2015
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/s/ Steven M. Malone
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Steven M. Malone
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Vice President, Controller & Chief Accounting Officer
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March 31, 2015
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