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)
|
Large Accelerated Filer
☐
|
Accelerated Filer
☐
|
Non Accelerated Filer
☐
|
Smaller Reporting Company
☒
|
Item Number
|
Page
|
|
Item 1.
|
||
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
Item 2.
|
17
|
|
Item 3.
|
27
|
|
Item 4.
|
28
|
|
PART II
|
||
OTHER INFORMATION
|
||
Item 1A.
|
30
|
|
Item 5.
|
30
|
|
Item 6.
|
30
|
|
31
|
||
32
|
For the three months
ended June 30,
|
For the six months ended
June 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Net revenues:
|
||||||||||||||||
Product
|
$
|
21,444
|
$
|
25,267
|
$
|
43,528
|
$
|
46,275
|
||||||||
Service
|
11,804
|
12,100
|
23,508
|
22,474
|
||||||||||||
Contract
|
19,410
|
21,561
|
40,927
|
45,397
|
||||||||||||
52,658
|
58,928
|
107,963
|
114,146
|
|||||||||||||
Costs of sales:
|
||||||||||||||||
Product
|
16,137
|
18,292
|
32,579
|
33,200
|
||||||||||||
Service
|
8,219
|
8,754
|
16,818
|
16,592
|
||||||||||||
Contract
|
17,857
|
20,189
|
37,512
|
42,663
|
||||||||||||
42,213
|
47,235
|
86,909
|
92,455
|
|||||||||||||
Gross margin
|
10,445
|
11,693
|
21,054
|
21,691
|
||||||||||||
Operating expenses:
|
||||||||||||||||
Selling, general and administrative
|
7,058
|
6,845
|
14,600
|
13,505
|
||||||||||||
Research and development
|
2,793
|
2,661
|
5,555
|
5,095
|
||||||||||||
Amortization of identifiable intangible assets
|
242
|
249
|
483
|
498
|
||||||||||||
10,093
|
9,755
|
20,638
|
19,098
|
|||||||||||||
Operating income from continuing operations
|
352
|
1,938
|
416
|
2,593
|
||||||||||||
Other (expense) income, net
|
(210
|
)
|
20
|
(280
|
)
|
(186
|
)
|
|||||||||
Interest income (expense), net
|
3
|
(85
|
)
|
32
|
(171
|
)
|
||||||||||
Income from continuing operations before provision for income taxes
|
145
|
1,873
|
168
|
2,236
|
||||||||||||
Provision for income taxes
|
(45
|
)
|
(629
|
)
|
(53
|
)
|
(800
|
)
|
||||||||
Income from continuing operations
|
100
|
1,244
|
115
|
1,436
|
||||||||||||
Discontinued operations
|
||||||||||||||||
Loss on discontinued operations (net of tax)
|
(26
|
)
|
(1,143
|
)
|
(26
|
)
|
(1,720
|
)
|
||||||||
Net income (loss)
|
$
|
74
|
$
|
101
|
$
|
89
|
$
|
(284
|
)
|
|||||||
Basic Earnings per Share:
|
||||||||||||||||
Income from continuing operations
|
0.01
|
0.08
|
0.01
|
0.09
|
||||||||||||
Loss from discontinued operations
|
(0.00
|
)
|
(0.07
|
)
|
(0.00
|
)
|
(0.11
|
)
|
||||||||
Net income (loss)
|
$
|
0.00
|
$
|
0.01
|
$
|
0.01
|
$
|
(0.02
|
)
|
|||||||
Diluted Earnings per Share:
|
||||||||||||||||
Income from continuing operations
|
0.01
|
0.08
|
0.01
|
0.09
|
||||||||||||
Loss from discontinued operations
|
(0.00
|
)
|
(0.07
|
)
|
(0.00
|
)
|
(0.11
|
)
|
||||||||
Net income (loss)
|
$
|
0.00
|
$
|
0.01
|
$
|
0.01
|
$
|
(0.02
|
)
|
|||||||
Weighted average shares outstanding
|
||||||||||||||||
Basic
|
15,615
|
15,584
|
15,651
|
15,541
|
||||||||||||
Diluted
|
15,670
|
15,671
|
15,717
|
15,658
|
For the three months
ended June 30,
|
For the six months
ended June 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Net income (loss)
|
$
|
74
|
$
|
101
|
$
|
89
|
$
|
(284
|
)
|
|||||||
Other comprehensive loss, net of applicable tax:
|
||||||||||||||||
Foreign currency translation adjustments
|
(28
|
)
|
(23
|
)
|
(150
|
)
|
(278
|
)
|
||||||||
Comprehensive income (loss)
|
$
|
46
|
$
|
78
|
$
|
(61
|
)
|
$
|
(562
|
)
|
Assets
|
(Unaudited)
June 30,
2016
|
December 31,
2015
|
||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
5,374
|
$
|
8,024
|
||||
Accounts receivable-net
|
29,462
|
29,530
|
||||||
Inventories-net
|
25,392
|
21,499
|
||||||
Note receivable
|
4,366
|
-
|
||||||
Income taxes receivable
|
223
|
-
|
||||||
Deferred income taxes
|
6,689
|
6,741
|
||||||
Other current assets
|
4,559
|
3,808
|
||||||
Total current assets
|
76,065
|
69,602
|
||||||
Property, plant and equipment - net
|
6,055
|
5,716
|
||||||
Long term note receivable
|
-
|
4,259
|
||||||
Deferred income taxes
|
11,038
|
11,038
|
||||||
Goodwill
|
11,051
|
11,051
|
||||||
Intangible assets - net
|
11,102
|
10,898
|
||||||
Other assets
|
3,792
|
3,687
|
||||||
Total Assets
|
$
|
119,103
|
$
|
116,251
|
||||
Liabilities and Shareholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Current portion of long-term debt
|
$
|
2,156
|
$
|
2,103
|
||||
Accounts payable
|
16,531
|
11,729
|
||||||
Accrued salaries and benefits
|
5,864
|
5,727
|
||||||
Accrued expenses
|
5,217
|
7,644
|
||||||
Customer deposits and deferred service revenue
|
11,732
|
10,819
|
||||||
Income taxes payable
|
-
|
279
|
||||||
Liabilities of discontinued operations
|
142
|
441
|
||||||
Total current liabilities
|
41,642
|
38,742
|
||||||
Long-term debt
|
476
|
566
|
||||||
Other long-term liabilities
|
8,759
|
8,883
|
||||||
Total liabilities
|
50,877
|
48,191
|
||||||
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; 17,478,622 and 17,352,838 shares issued, 15,770,513 and 15,644,729 outstanding at June 30, 2016 and December 31, 2015,respectively
|
350
|
347
|
||||||
Capital in excess of par value
|
45,977
|
45,753
|
||||||
Retained earnings
|
30,663
|
30,574
|
||||||
Accumulated other comprehensive loss
|
(2,928
|
)
|
(2,778
|
)
|
||||
Treasury stock, at cost, 1,708,109 shares
|
(5,836
|
)
|
(5,836
|
)
|
||||
Total shareholders’ equity
|
68,226
|
68,060
|
||||||
Total Liabilities and Shareholders’ Equity
|
$
|
119,103
|
$
|
116,251
|
For the six months ended
June 30,
|
||||||||
2016
|
2015
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$
|
89
|
$
|
(284
|
)
|
|||
Loss from discontinued operations
|
26
|
1,720
|
||||||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
||||||||
Depreciation, amortization and accretion
|
1,606
|
1,464
|
||||||
Provision for bad debts
|
397
|
251
|
||||||
Provision for obsolete inventory
|
970
|
792
|
||||||
Equity based compensation
|
207
|
273
|
||||||
Deferred income tax
|
52
|
(662
|
)
|
|||||
Changes in operating assets and liabilities, net of acquisitions:
|
||||||||
Accounts receivable
|
(329
|
)
|
(2,092
|
)
|
||||
Inventories
|
(4,863
|
)
|
367
|
|||||
Income tax receivable/(payable)
|
(490
|
)
|
(102
|
)
|
||||
Other current assets
|
(751
|
)
|
273
|
|||||
Other assets
|
(105
|
)
|
(633
|
)
|
||||
Accounts payable
|
4,802
|
(4,064
|
)
|
|||||
Accrued salaries and benefits
|
137
|
145
|
||||||
Accrued expenses
|
(1,488
|
)
|
(375
|
)
|
||||
Customer deposits and deferred service revenue
|
913
|
2,535
|
||||||
Other long-term liabilities
|
(124
|
)
|
(82
|
)
|
||||
Deferred tax equity based compensation
|
(9
|
)
|
(61
|
)
|
||||
Net cash provided by (used in) operating activities-continuing operations
|
1,040
|
(535
|
)
|
|||||
Net cash (used in) provided by operating activities-discontinued operations
|
(299
|
)
|
(19
|
)
|
||||
Net cash provided by (used in) operating activities
|
741
|
(554
|
)
|
|||||
Cash flows from investing activities:
|
||||||||
Capital expenditures
|
(984
|
)
|
(864
|
)
|
||||
Capitalization of software costs
|
(1,220
|
)
|
(968
|
)
|
||||
Acquisition related consideration paid
|
(977
|
)
|
-
|
|||||
Net cash used in investing activities-continuing operations
|
(3,181
|
)
|
(1,832
|
)
|
||||
Net cash used in investing activities-discontinued operations
|
-
|
(556
|
)
|
|||||
Net cash used in investing activities
|
(3,181
|
)
|
(2,388
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Payments of long-term debt
|
(89
|
)
|
(86
|
)
|
||||
Payments of other borrowings
|
(107,907
|
)
|
(101,749
|
)
|
||||
Proceeds from other borrowings
|
107,907
|
100,025
|
||||||
Proceeds (repurchase) of stock awards
|
29
|
(1
|
)
|
|||||
Net cash used in financing activities
|
(60
|
)
|
(1,811
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
(150
|
)
|
(278
|
)
|
||||
Net decrease in cash and cash equivalents
|
(2,650
|
)
|
(5,031
|
)
|
||||
Cash and cash equivalents at beginning of period
|
8,024
|
10,167
|
||||||
Cash and equivalents at end of period
|
5,374
|
5,136
|
||||||
Less cash and cash equivalents of discontinued operations at end of period
|
-
|
(300
|
)
|
|||||
Cash and cash equivalents of continuing operations at end of period
|
$
|
5,374
|
$
|
4,836
|
||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
21
|
111
|
||||||
Income taxes, net of refunds
|
551
|
102
|
For the three months
ended June 30, |
For the six months
ended June 30, |
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Operations
|
||||||||||||||||
Total revenues
|
$
|
-
|
$
|
4,364
|
$
|
-
|
$
|
8,770
|
||||||||
Loss from discontinued operations before income taxes
|
$
|
(38
|
)
|
$
|
(1,363
|
)
|
$
|
(38
|
)
|
$
|
(2,710
|
)
|
||||
Benefit from income taxes
|
12
|
220
|
12
|
990
|
||||||||||||
Loss from discontinued operations, net of taxes
|
$
|
(26
|
)
|
$
|
(1,143
|
)
|
$
|
(26
|
)
|
$
|
(1,720
|
)
|
(in thousands)
|
||||||||
June 30,
2016
|
December 31,
2015
|
|||||||
Government segment:
|
||||||||
Billed
|
$
|
11,783
|
$
|
9,400
|
||||
Advanced billings
|
(1,106
|
)
|
(1,266
|
)
|
||||
10,677
|
8,134
|
|||||||
Hospitality segment:
|
||||||||
Accounts receivable - net
|
18,785
|
21,396
|
||||||
$
|
29,462
|
$
|
29,530
|
(in thousands)
|
||||||||
June 30,
2016
|
December 31,
2015
|
|||||||
Finished goods
|
$
|
10,642
|
$
|
8,914
|
||||
Work in process
|
411
|
263
|
||||||
Component parts
|
7,901
|
5,068
|
||||||
Service parts
|
6,438
|
7,254
|
||||||
$
|
25,392
|
$
|
21,499
|
2016
|
$
|
1,043
|
||
2017
|
1,988
|
|||
2018
|
1,823
|
|||
2019
|
1,386
|
|||
2020
|
1,181
|
|||
Thereafter
|
3,281
|
|||
Total
|
$
|
10,702
|
For the three months
ended June 30,
|
||||||||
2016
|
2015
|
|||||||
Income from continuing operations
|
$
|
100
|
$
|
1,244
|
||||
Basic:
|
||||||||
Shares outstanding at beginning of period
|
15,607
|
15,585
|
||||||
Weighted average shares issued (cancelled) during the period, net
|
8
|
(1
|
)
|
|||||
Weighted average common shares, basic
|
15,615
|
15,584
|
||||||
Income from continuing operations per common share, basic
|
$
|
0.01
|
$
|
0.08
|
||||
Diluted:
|
||||||||
Weighted average common shares, basic
|
15,615
|
15,584
|
||||||
Dilutive impact of stock options and restricted stock awards
|
55
|
87
|
||||||
Weighted average common shares, diluted
|
15,670
|
15,671
|
||||||
Income from continuing operations per common share, diluted
|
$
|
0.01
|
$
|
0.08
|
For the six months
ended June 30,
|
||||||||
2016
|
2015
|
|||||||
Income from continuing operations
|
$
|
115
|
$
|
1,436
|
||||
Basic:
|
||||||||
Shares outstanding at beginning of period
|
15,645
|
15,592
|
||||||
Weighted average shares issued (cancelled) during the period, net
|
6
|
(51
|
)
|
|||||
Weighted average common shares, basic
|
15,651
|
15,541
|
||||||
Income from continuing operations per common share, basic
|
$
|
0.01
|
$
|
0.09
|
||||
Diluted:
|
||||||||
Weighted average common shares, basic
|
15,651
|
15,541
|
||||||
Dilutive impact of stock options and restricted stock awards
|
66
|
117
|
||||||
Weighted average common shares, diluted
|
15,717
|
15,658
|
||||||
Income from continuing operations per common share, diluted
|
$
|
0.01
|
$
|
0.09
|
(in thousands)
For the three months
ended June 30,
|
(in thousands)
For the six months
ended June 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Revenues:
|
||||||||||||||||
Hospitality
|
$
|
33,248
|
$
|
37,367
|
$
|
67,036
|
$
|
68,749
|
||||||||
Government
|
19,410
|
21,561
|
40,927
|
45,397
|
||||||||||||
Total
|
$
|
52,658
|
$
|
58,928
|
$
|
107,963
|
$
|
114,146
|
||||||||
Operating (loss) income:
|
||||||||||||||||
Hospitality
|
$
|
(800
|
)
|
$
|
699
|
$
|
(1,300
|
)
|
$
|
382
|
||||||
Government
|
1,496
|
1,288
|
3,303
|
2,533
|
||||||||||||
Other
|
(344
|
)
|
(49
|
)
|
(1,587
|
)
|
(322
|
)
|
||||||||
352
|
1,938
|
416
|
2,593
|
|||||||||||||
Other (loss) income, net
|
(210
|
)
|
20
|
(280
|
)
|
(186
|
)
|
|||||||||
Interest income (expense)
|
3
|
(85
|
)
|
32
|
(171
|
)
|
||||||||||
Income before provision for income taxes
|
$
|
145
|
$
|
1,873
|
$
|
168
|
$
|
2,236
|
||||||||
Depreciation, amortization and accretion:
|
||||||||||||||||
Hospitality
|
$
|
756
|
$
|
667
|
$
|
1,488
|
$
|
1,304
|
||||||||
Government
|
10
|
13
|
19
|
25
|
||||||||||||
Other
|
63
|
66
|
99
|
135
|
||||||||||||
Total
|
$
|
829
|
$
|
746
|
$
|
1,606
|
$
|
1,464
|
||||||||
Capital expenditures including software costs:
|
||||||||||||||||
Hospitality
|
$
|
702
|
$
|
1,107
|
$
|
1,650
|
$
|
1,735
|
||||||||
Government
|
32
|
-
|
39
|
-
|
||||||||||||
Other
|
489
|
37
|
515
|
97
|
||||||||||||
Total
|
$
|
1,223
|
$
|
1,144
|
$
|
2,204
|
$
|
1,832
|
||||||||
Revenues by country:
|
||||||||||||||||
United States
|
$
|
47,571
|
$
|
50,547
|
$
|
97,790
|
$
|
100,324
|
||||||||
Other Countries
|
5,087
|
8,381
|
10,173
|
13,822
|
||||||||||||
Total
|
$
|
52,658
|
$
|
58,928
|
$
|
107,963
|
$
|
114,146
|
(in thousands)
|
||||||||
June 30,
2016
|
December 31,
2015
|
|||||||
Hospitality
|
$
|
78,746
|
$
|
72,948
|
||||
Government
|
12,105
|
10,052
|
||||||
Other
|
28,252
|
33,251
|
||||||
Total
|
$
|
119,103
|
$
|
116,251
|
(in thousands)
|
||||||||
June 30,
2016
|
December 31,
2015
|
|||||||
United States
|
$
|
106,364
|
$
|
100,960
|
||||
Other Countries
|
12,739
|
15,291
|
||||||
Total
|
$
|
119,103
|
$
|
116,251
|
(in thousands)
|
||||||||
June 30,
2016
|
December 31,
2015
|
|||||||
Hospitality
|
$
|
10,315
|
$
|
10,315
|
||||
Government
|
736
|
736
|
||||||
Total
|
$
|
11,051
|
$
|
11,051
|
For the three months
ended June 30,
|
For the six months
ended June 30 ,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Hospitality segment
:
|
||||||||||||||||
McDonald’s Corporation
|
24
|
%
|
24
|
%
|
21
|
%
|
21
|
%
|
||||||||
Yum! Brands, Inc.
|
10
|
%
|
14
|
%
|
11
|
%
|
11
|
%
|
||||||||
Government segment
:
|
||||||||||||||||
U.S. Department of Defense
|
37
|
%
|
37
|
%
|
38
|
%
|
40
|
%
|
||||||||
All Others
|
29
|
%
|
25
|
%
|
30
|
%
|
28
|
%
|
||||||||
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
Level 3 Inputs
|
||||
Liabilities
|
||||
Balance at December 31, 2015
|
$
|
5,130
|
||
New level 3 liability
|
-
|
|||
Total gains (losses) reported in earnings
|
-
|
|||
Transfers into or out of Level 3
|
-
|
|||
Balance at June 30, 2016
|
$
|
5,130
|
(a) | Evaluation of Disclosure Controls and Procedures. |
· | We have adopted and have implemented a new hiring policy that requires enhanced background checks, including a credit check, for accounting and IT personnel who have access to cash or information systems involving cash, and the retention of a private investigator to conduct background checks of executive officer candidates; and |
· | We have adopted and have implemented new treasury policies that, among other things, require the prior approval of the Board of Directors of all investments, and outline required review and approval procedures for anticipated wire transfers, prior to wire initiation. |
(b) | Changes in Internal Controls over Financial Reporting. |
· | The June 23, 2016 referendum by British voters to exit the European Union (“Brexit”) adversely impacted global markets, including currencies, and resulted in a decline in the value of the British pound, as compared to the U.S. dollar and other currencies. Volatility in exchange rates is expected to continue in the short term as the United Kingdom (U.K.) negotiates its exit from the European Union. In the longer term, any impact from Brexit on our business, financial condition, results of operations and cash flow, will depend, in part, on the future terms of the U.K.’s relationship with the E.U., and could create uncertainty surrounding PAR’s business, including our relationships with our existing and future customers, suppliers and employees. |
Exhibit No.
|
Exhibit Description
|
Filed or Furnished Herewith
|
10.1
|
Fifth Amendment to Credit Agreement, dated as of August 5, 2016 by and among PAR Technology Corporation, the other Loan Parties (as defined in the Credit Agreement dated September 9, 2014 (as amended)) and JPMorgan Chase Bank, N.A.
|
X
|
31.1
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
|
X
|
31.2
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
|
X
|
32.1
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350.
|
X
|
32.2
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350.
|
X
|
PAR TECHNOLOGY CORPORATION
|
|
(Registrant)
|
|
Date: August 8, 2016
|
|
/s/Matthew J. Trinkaus
|
|
Matthew J. Trinkaus
|
|
Vice President, Corporate Controller, Chief Accounting Officer & Treasurer
|
Exhibit No.
|
Exhibit Description
|
Filed or Furnished Herewith
|
Fifth Amendment to Credit Agreement, dated as of August 5, 2016 by and among PAR Technology Corporation, the other Loan Parties (as defined in the Credit Agreement dated September 9, 2014 (as amended)) and JPMorgan Chase Bank, N.A.
|
X
|
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
|
X
|
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
|
X
|
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350.
|
X
|
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350.
|
X
|
PAR TECHNOLOGY CORPORATION
|
||
By:
|
/s/ Karen E. Sammon
|
|
Name:
|
Karen E. Sammon
|
|
Title:
|
President & CEO
|
|
AUSABLE SOLUTIONS, INC.
|
||
By:
|
/s/ Karen E. Sammon
|
|
Name:
|
Karen E. Sammon
|
|
Title:
|
President
|
|
PAR GOVERNMENT SYSTEMS CORPORATION
|
||
By:
|
/s/ Matthew R. Cicchinelli
|
|
Name:
|
Matthew R. Cicchinelli
|
|
Title:
|
President
|
|
PAR SPRINGER-MILLER SYSTEMS, INC.
|
||
By:
|
/s/ Matthew J. Trinkaus
|
|
Name:
|
Matthew J. Trinkaus
|
|
Title:
|
Treasurer
|
|
ROME RESEARCH CORPORATION
|
||
By:
|
/s/ Matthew R. Cicchinelli
|
|
Name:
|
Matthew R. Cicchinelli
|
|
Title:
|
President
|
SPRINGER-MILLER INTERNATIONAL, LLC
|
||
By:
|
/s/ Matthew J. Trinkaus
|
|
Name:
|
Matthew J. Trinkaus
|
|
Title:
|
Treasurer
|
|
PARTECH, INC.
|
||
By:
|
/s/ Karen E. Sammon
|
|
Name:
|
Karen E. Sammon
|
|
Title:
|
President
|
|
BRINK SOFTWARE, INC.
|
||
By:
|
/s/ Karen E. Sammon
|
|
Name:
|
Karen E. Sammon
|
|
Title:
|
President
|
|
SPRINGER-MILLER CANADA, ULC
|
||
By:
|
/s/ Matthew J. Trinkaus
|
|
Name:
|
Matthew J. Trinkaus
|
|
Title:
|
Treasurer
|
|
PAR CANADA, ULC
|
||
By:
|
/s/ Matthew J. Trinkaus
|
|
Name:
|
Matthew J. Trinkaus
|
|
Title:
|
Treasurer
|
JPMORGAN CHASE BANK, N.A.
|
||
By:
|
/s/ Marie C. Duhamel
|
|
Name:
|
Marie C. Duhamel
|
|
Title:
|
Authorized Officer
|
I, Karen E. Sammon certify that:
|
1. | I have reviewed this report on Form 10-Q of PAR Technology Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) , for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
August 8, 2016
|
/s/Karen E. Sammon
|
|
Karen E. Sammon
|
||
Chief Executive Officer & President
|
||
(Principal Executive Officer)
|
I, Matthew J. Trinkaus, certify that:
|
1. | I have reviewed this report on Form 10-Q of PAR Technology Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) , for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
August 8, 2016
|
/s/Matthew J. Trinkaus
|
|
Matthew J. Trinkaus
|
||
Vice President, Corporate Controller, Chief Accounting Officer & Treasurer
|
||
(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. |
/s/ Karen E. Sammon | |
Karen E. Sammon
|
|
Chief Executive Officer & President
|
|
(Principal Executive Officer)
|
(iii) | 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 |
(iv) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Matthew J. Trinkaus | |
Matthew J. Trinkaus
|
|
Vice President, Corporate Controller,
|
|
Chief Accounting Officer & Treasurer)
|
|
(Principal Financial Officer)
|