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
☐
(Do not check if a smaller reporting company)
|
Smaller Reporting Company
☒
|
Emerging Growth Company
☐
|
Item
Number
|
Page
|
|
Item 1.
|
||
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
Item 2.
|
14
|
|
Item 3.
|
22
|
|
Item 4.
|
22
|
|
PART II | ||
OTHER INFORMATION | ||
Item 1.
|
23
|
|
Item 1A.
|
23
|
|
Item 2.
|
24
|
|
Item 5.
|
24
|
|
Item 6.
|
25
|
|
26
|
||
27
|
|
For the three
months ended
June 30,
|
For the three
months ended
June 30,
|
For the six
months ended
June 30,
|
For the six
months ended
June 30,
|
||||||||||||
|
2017
|
2016
|
2017
|
2016
|
||||||||||||
Net revenues:
|
||||||||||||||||
Product
|
$
|
32,682
|
$
|
21,444
|
$
|
69,888
|
$
|
43,528
|
||||||||
Service
|
15,034
|
11,804
|
29,377
|
23,508
|
||||||||||||
Contract
|
14,545
|
19,410
|
28,861
|
40,927
|
||||||||||||
|
62,261
|
52,658
|
128,126
|
107,963
|
||||||||||||
Costs of sales:
|
||||||||||||||||
Product
|
24,389
|
16,137
|
51,961
|
32,579
|
||||||||||||
Service
|
9,766
|
8,219
|
19,651
|
16,818
|
||||||||||||
Contract
|
12,909
|
17,857
|
25,656
|
37,512
|
||||||||||||
|
47,064
|
42,213
|
97,268
|
86,909
|
||||||||||||
Gross margin
|
15,197
|
10,445
|
30,858
|
21,054
|
||||||||||||
Operating expenses:
|
||||||||||||||||
Selling, general and administrative
|
8,917
|
7,058
|
18,527
|
14,600
|
||||||||||||
Research and development
|
3,284
|
2,793
|
6,853
|
5,555
|
||||||||||||
Amortization of identifiable intangible assets
|
242
|
242
|
483
|
483
|
||||||||||||
|
12,443
|
10,093
|
25,863
|
20,638
|
||||||||||||
Operating income from continuing operations
|
2,754
|
352
|
4,995
|
416
|
||||||||||||
Other income (expense), net
|
54
|
(210
|
)
|
(194
|
)
|
(280
|
)
|
|||||||||
Interest (expense) income, net
|
(13
|
)
|
3
|
(45
|
)
|
32
|
||||||||||
Income from continuing operations before provision for income taxes
|
2,795
|
145
|
4,756
|
168
|
||||||||||||
Provision for income taxes
|
(818
|
)
|
(45
|
)
|
(1,515
|
)
|
(53
|
)
|
||||||||
Net income from continuing operations
|
1,977
|
100
|
3,241
|
115
|
||||||||||||
Discontinued operations
|
||||||||||||||||
(Loss on) income from discontinued operations (net of tax)
|
-
|
(26
|
)
|
183
|
(26
|
)
|
||||||||||
Net income
|
$
|
1,977
|
$
|
74
|
$
|
3,424
|
$
|
89
|
||||||||
Basic Earnings per Share:
|
||||||||||||||||
Income from continuing operations
|
0.12
|
0.01
|
0.20
|
0.01
|
||||||||||||
(Loss on) income from discontinued operations, net of tax
|
(0.00
|
)
|
(0.00
|
)
|
0.01
|
(0.00
|
)
|
|||||||||
Net income
|
$
|
0.12
|
$
|
0.01
|
$
|
0.21
|
$
|
0.01
|
||||||||
Diluted Earnings per Share:
|
||||||||||||||||
Income from continuing operations
|
0.12
|
0.01
|
0.20
|
0.01
|
||||||||||||
(Loss on) income from discontinued operations, net of tax
|
(0.00
|
)
|
(0.00
|
)
|
0.01
|
(0.00
|
)
|
|||||||||
Net income
|
$
|
0.12
|
$
|
0.01
|
$
|
0.21
|
$
|
0.01
|
||||||||
Weighted average shares outstanding
|
||||||||||||||||
Basic
|
15,919
|
15,615
|
15,893
|
15,651
|
||||||||||||
Diluted
|
16,179
|
15,670
|
16,146
|
15,717
|
For the three months
ended June 30,
|
For the six months
ended June 30,
|
|||||||||||||||
2017
|
2016
|
2017
|
2016
|
|||||||||||||
Net income
|
$
|
1,977
|
$
|
74
|
$
|
3,424
|
$
|
89
|
||||||||
Other comprehensive loss, net of applicable tax:
|
||||||||||||||||
Foreign currency translation adjustments
|
(197
|
)
|
(28
|
)
|
(156
|
)
|
(150
|
)
|
||||||||
Comprehensive income (loss)
|
$
|
1,780
|
$
|
46
|
$
|
3,268
|
$
|
(61
|
)
|
Assets
|
June 30,
2017
|
December 31,
2016
|
||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
3,282
|
$
|
9,055
|
||||
Accounts receivable-net
|
33,807
|
30,705
|
||||||
Inventories-net
|
28,845
|
26,237
|
||||||
Note receivable
|
-
|
3,510
|
||||||
Income taxes receivable
|
-
|
261
|
||||||
Other current assets
|
4,246
|
4,027
|
||||||
Assets of discontinued operations
|
-
|
462
|
||||||
Total current assets
|
70,180
|
74,257
|
||||||
Property, plant and equipment - net
|
9,854
|
7,035
|
||||||
Deferred income taxes
|
16,403
|
17,417
|
||||||
Goodwill
|
11,051
|
11,051
|
||||||
Intangible assets - net
|
11,886
|
10,966
|
||||||
Other assets
|
3,833
|
3,785
|
||||||
Total Assets
|
$
|
123,207
|
$
|
124,511
|
||||
Liabilities and Shareholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Current portion of long-term debt
|
$
|
191
|
$
|
187
|
||||
Borrowings on line of credit
|
1,000
|
-
|
||||||
Accounts payable
|
14,163
|
16,687
|
||||||
Accrued salaries and benefits
|
6,411
|
5,470
|
||||||
Accrued expenses
|
4,752
|
4,682
|
||||||
Customer deposits and deferred service revenue
|
14,513
|
19,814
|
||||||
Total current liabilities
|
41,030
|
46,840
|
||||||
Long-term debt
|
283
|
379
|
||||||
Other long-term liabilities | 7,764 | 7,712 | ||||||
Total liabilities
|
49,077
|
54,931
|
||||||
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; 17,615,390 and 17,479,454 shares issued, 15,907,281 and 15,771,345 outstanding at June 30, 2017 and December 31, 2016, respectively
|
352
|
350
|
||||||
Capital in excess of par value
|
47,354
|
46,203
|
||||||
Retained earnings
|
35,598
|
32,357
|
||||||
Accumulated other comprehensive loss
|
(3,338
|
)
|
(3,494
|
)
|
||||
Treasury stock, at cost, 1,708,109 shares
|
(5,836
|
)
|
(5,836
|
)
|
||||
Total shareholders’ equity
|
74,130
|
69,580
|
||||||
Total Liabilities and Shareholders’ Equity
|
$
|
123,207
|
$
|
124,511
|
For the six months ended
June 30,
|
||||||||
2017
|
2016
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$
|
3,424
|
$
|
89
|
||||
(Income) loss from discontinued operations
|
(183 | ) |
26
|
|||||
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
||||||||
Depreciation, amortization and accretion
|
1,852
|
1,606
|
||||||
Provision for bad debts
|
315
|
397
|
||||||
Provision for obsolete inventory
|
1,528
|
970
|
||||||
Equity based compensation
|
238
|
207
|
||||||
Deferred income tax
|
1,014
|
52
|
||||||
Changes in operating assets and liabilities, net of acquisitions:
|
||||||||
Accounts receivable
|
(3,417
|
) |
(329
|
)
|
||||
Inventories
|
(4,136
|
)
|
(4,863
|
)
|
||||
Income tax receivable/(payable)
|
261
|
(490
|
)
|
|||||
Other current assets
|
(219
|
) |
(751
|
)
|
||||
Other assets
|
(48
|
)
|
(105
|
)
|
||||
Accounts payable
|
(2,524
|
)
|
4,802
|
|||||
Accrued salaries and benefits
|
941
|
137
|
||||||
Accrued expenses
|
70
|
(1,488
|
)
|
|||||
Customer deposits and deferred service revenue
|
(5,301
|
)
|
913
|
|||||
Other long-term liabilities
|
52
|
(124
|
)
|
|||||
Deferred tax equity based compensation
|
-
|
(9
|
)
|
|||||
Net cash (used in) provided by operating activities-continuing operations
|
(6,133
|
)
|
1,040
|
|||||
Net cash provided by (used in) operating activities-discontinued operations
|
462
|
(299
|
)
|
|||||
Net cash (used in) provided by operating activities
|
(5,671
|
)
|
741
|
|||||
Cash flows from investing activities:
|
||||||||
Capital expenditures
|
(3,497
|
)
|
(984
|
)
|
||||
Capitalization of software costs
|
(2,148
|
)
|
(1,220
|
)
|
||||
Acquisition related consideration paid
|
- |
(977
|
)
|
|||||
Net cash used in investing activities
|
(5,645
|
)
|
(3,181
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Payments of long-term debt
|
(92
|
)
|
(89
|
)
|
||||
Payments of other borrowings
|
(14,150
|
)
|
(107,907
|
)
|
||||
Proceeds from other borrowings
|
15,150
|
107,907
|
||||||
Proceeds from stock awards
|
915
|
29
|
||||||
Proceeds from note receivable | 3,794 | - | ||||||
Net cash provided by (used in) financing activities
|
5,617
|
(60
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
(74
|
) |
(150
|
)
|
||||
Net decrease in cash and cash equivalents
|
(5,773
|
)
|
(2,650
|
)
|
||||
Cash and cash equivalents at beginning of period
|
9,055
|
8,024
|
||||||
Cash and equivalents at end of period
|
3,282
|
5,374
|
||||||
Less cash and cash equivalents of discontinued operations at end of period
|
-
|
-
|
||||||
Cash and cash equivalents of continuing operations at end of period
|
$
|
3,282
|
$
|
5,374
|
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
60
|
21
|
||||||
Income taxes, net of refunds
|
56
|
551
|
(in thousands)
|
||||||||
June 30,
2017
|
December, 31
2016
|
|||||||
Assets
|
||||||||
Other current assets
|
$ |
-
|
$
|
462
|
||||
Assets of discontinued operations
|
$ |
-
|
$
|
462
|
For the three months
ended June 30,
|
For the six months
ended June 30,
|
|||||||||||||||
2017
|
2016
|
2017
|
|
2016
|
||||||||||||
Operations
|
||||||||||||||||
Total revenues
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
(Loss) income from discontinued operations before income taxes
|
$
|
-
|
$ |
(38
|
) |
$
|
284
|
$
|
(38
|
)
|
||||||
Benefit from (provision for) income taxes
|
-
|
12 |
(101
|
) |
12
|
|||||||||||
(Loss) income from discontinued operations, net of taxes
|
$
|
-
|
$ |
(26
|
) |
$
|
183
|
$
|
(26
|
)
|
(in thousands)
|
||||||||
June 30,
2017
|
December 31,
2016
|
|||||||
Government segment:
|
||||||||
Billed
|
$
|
7,778
|
$
|
6,779
|
||||
Advanced billings
|
(1,662
|
)
|
(1,599
|
)
|
||||
6,116
|
5,180
|
|||||||
Restaurant/Retail segment:
|
||||||||
Accounts receivable - net
|
27,691
|
25,525
|
||||||
$
|
33,807
|
$
|
30,705
|
(in thousands)
|
||||||||
June 30,
2017
|
December 31,
2016
|
|||||||
Finished goods
|
$
|
10,912
|
$
|
9,423
|
||||
Work in process
|
701
|
443
|
||||||
Component parts
|
10,623
|
10,386
|
||||||
Service parts
|
6,609
|
5,985
|
||||||
$
|
28,845
|
$
|
26,237
|
(in thousands)
|
||||||||||||
June 30,
2017
|
December 31,
2016
|
Estimated
Useful Life
|
||||||||||
Acquired and internally developed software costs
|
$
|
18,032
|
$
|
15,884
|
3 - 7 years
|
|||||||
Customer relationships
|
160
|
160
|
7 years
|
|||||||||
Non-competition agreements
|
30
|
30
|
1 year
|
|||||||||
18,222
|
16,074
|
|||||||||||
Less accumulated amortization
|
(6,736
|
)
|
(5,508
|
)
|
||||||||
$
|
11,486
|
$
|
10,566
|
|||||||||
Trademarks, trade names (non-amortizable)
|
400
|
400
|
N/A
|
|||||||||
$
|
11,886
|
$
|
10,966
|
2017
|
$
|
1,168
|
||
2018
|
2,196
|
|||
2019
|
1,722
|
|||
2020
|
1,396
|
|||
2021
|
1,028
|
|||
Thereafter
|
3,976
|
|||
Total
|
$
|
11,486
|
For the three months
ended June 30,
|
||||||||
2017
|
2016
|
|||||||
Net income from continuing operations
|
$
|
1,977
|
$
|
100
|
||||
Basic:
|
||||||||
Shares outstanding at beginning of period
|
15,811
|
15,607
|
||||||
Weighted average shares issued during the period, net
|
108
|
8
|
||||||
Weighted average common shares, basic
|
15,919
|
15,615
|
||||||
Net income from continuing operations per common share, basic
|
$
|
0.12
|
$
|
0.01
|
||||
Diluted:
|
||||||||
Weighted average common shares, basic
|
15,919
|
15,615
|
||||||
Dilutive impact of stock options and restricted stock awards
|
260
|
55
|
||||||
Weighted average common shares, diluted
|
16,179
|
15,670
|
||||||
Net income from continuing operations per common share, diluted
|
$
|
0.12
|
$
|
0.01
|
For the six months
ended June 30,
|
||||||||
2017
|
2016
|
|||||||
Net income from continuing operations
|
$
|
3,241
|
$
|
115
|
||||
Basic:
|
||||||||
Shares outstanding at beginning of period
|
15,771
|
15,645
|
||||||
Weighted average shares issued during the period, net
|
122
|
6
|
||||||
Weighted average common shares, basic
|
15,893
|
15,651
|
||||||
Net income from continuing operations per common share, basic
|
$
|
0.20
|
$
|
0.01
|
||||
Diluted:
|
||||||||
Weighted average common shares, basic
|
15,893
|
15,651
|
||||||
Dilutive impact of stock options and restricted stock awards
|
253
|
66
|
||||||
Weighted average common shares, diluted
|
16,146
|
15,717
|
||||||
Net income from continuing operations per common share, diluted
|
$
|
0.20
|
$
|
0.01
|
(in thousands)
For the three months
ended June 30,
|
(in thousands)
For the six months
ended June 30,
|
|||||||||||||||
2017
|
2016
|
2017
|
2016
|
|||||||||||||
Revenues:
|
||||||||||||||||
Restaurant/Retail
|
$
|
47,716
|
$
|
33,248
|
$
|
99,265
|
$
|
67,036
|
||||||||
Government
|
14,545
|
19,410
|
28,861
|
40,927
|
||||||||||||
Total
|
$
|
62,261
|
$
|
52,658
|
$
|
128,126
|
$
|
107,963
|
||||||||
Operating income:
|
||||||||||||||||
Restaurant/Retail
|
$
|
1,795
|
$
|
(800
|
)
|
$
|
4,161
|
$
|
(1,300
|
)
|
||||||
Government
|
1,587
|
1,496
|
3,098
|
3,303
|
||||||||||||
Other
|
(628
|
)
|
(344
|
)
|
(2,264
|
)
|
(1,587
|
)
|
||||||||
2,754
|
352
|
4,995
|
416
|
|||||||||||||
Other income (loss), net
|
54
|
(210
|
)
|
(194
|
)
|
(280
|
)
|
|||||||||
Interest (expense) income, net
|
(13
|
)
|
3
|
(45
|
)
|
32
|
||||||||||
Income before provision for income taxes
|
$
|
2,795
|
$
|
145
|
$
|
4,756
|
$
|
168
|
||||||||
Depreciation, amortization and accretion:
|
||||||||||||||||
Restaurant/Retail
|
$
|
821
|
$
|
756
|
$
|
1,595
|
$
|
1,488
|
||||||||
Government
|
4
|
10
|
11
|
19
|
||||||||||||
Other
|
129
|
63
|
246
|
99
|
||||||||||||
Total
|
$
|
954
|
$
|
829
|
$
|
1,852
|
$
|
1,606
|
||||||||
Capital expenditures including software costs:
|
||||||||||||||||
Restaurant/Retail
|
$
|
1,256
|
$
|
702
|
$
|
2,331
|
$
|
1,650
|
||||||||
Government
|
7
|
32
|
7
|
39
|
||||||||||||
Other
|
1,033
|
489
|
3,307
|
515
|
||||||||||||
Total
|
$
|
2,296
|
$
|
1,223
|
$
|
5,645
|
$
|
2,204
|
||||||||
Revenues by country:
|
||||||||||||||||
United States
|
$
|
57,621
|
$
|
47,571
|
$
|
119,188
|
$
|
97,790
|
||||||||
Other Countries
|
4,640
|
5,087
|
8,938
|
10,173
|
||||||||||||
Total
|
$
|
62,261
|
$
|
52,658
|
$
|
128,126
|
$
|
107,963
|
(in thousands)
|
||||||||
June 30,
2017
|
December 31,
2016
|
|||||||
Restaurant/Retail
|
$
|
87,553
|
$
|
87,672
|
||||
Government
|
7,613
|
6,504
|
||||||
Other
|
28,041
|
29,873
|
||||||
Total
|
$
|
123,207
|
$
|
124,049
|
(in thousands)
|
||||||||
June 30,
2017
|
December 31,
2016
|
|||||||
United States
|
$
|
107,293
|
$
|
110,369
|
||||
Other Countries
|
15,914
|
13,680
|
||||||
Total
|
$
|
123,207
|
$
|
124,049
|
(in thousands)
|
||||||||
June 30,
2017
|
December 31,
2016
|
|||||||
Restaurant/Retail
|
$
|
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 ,
|
|||||||||||||||
2017
|
2016
|
2017
|
2016
|
|||||||||||||
Hospitality segment
:
|
||||||||||||||||
McDonald’s Corporation
|
36
|
%
|
24
|
%
|
40
|
%
|
21
|
%
|
||||||||
Yum! Brands, Inc.
|
14
|
%
|
10
|
%
|
13
|
%
|
11
|
%
|
||||||||
Government segment
:
|
||||||||||||||||
U.S. Department of Defense
|
23
|
%
|
37
|
%
|
23
|
%
|
38
|
%
|
||||||||
All Others
|
27
|
%
|
29
|
%
|
24
|
%
|
30
|
%
|
||||||||
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
Level 3 Inputs
|
||||
Liabilities
|
||||
Balance at December 31, 2016
|
$
|
4,000
|
||
New level 3 liability
|
-
|
|||
Total gains (losses) reported in earnings
|
-
|
|||
Transfers into or out of Level 3
|
-
|
|||
Balance at June 30, 2017
|
$
|
4,000
|
• |
Excess tax benefits and deficiencies no longer are recognized as a change in additional paid-in-capital in the equity section of the balance sheet, instead they are recognized in the income statement as a tax expense or benefit. In the statement of cash flows, excess tax benefits and deficiencies are no longer classified as a financing activity, instead they are classified as an operating activity.
|
• |
Entities have the option to continue to reduce share-based compensation expense during the vesting period of outstanding awards for estimated future employee forfeitures or they may elect to recognize the impact of forfeitures as they actually occur. The Company will continue to reduce the share based compensation expense during the vesting period of outstanding rewards for estimated future forfeitures.
|
• |
The ASU also provides new guidance to other areas of the standard including minimum statutory tax withholding rules and the calculation of diluted common shares outstanding. The adoption of this provision will be reflected prospectively in the financial statements and did not have a material impact.
|
· |
we did not maintain a control environment that effectively promoted, maintained, and/or supported the control consciousness of employees or a culture of adequate and prompt reporting of information internally;
|
· |
we failed to maintain sufficient monitoring activities to ensure compliant and consistent global practices and procedures and timely detection of deviations, allowing for timely corrective action; and
|
· |
our policies, procedures, and training were insufficient as to procurement and sales activities, including insufficient documentation involving arrangements with third parties, knowledge of, and compliance with, import/export, customs and similar laws and regulations of international jurisdictions and the FCPA, including deficiencies in our training.
|
(i)
|
Amendment to Material Agreement.
|
Exhibit
Number
|
Exhibit Description
|
Filed or Furnished Herewith
|
|
10.1††
|
Employment Offer Letter, dated April 12, 2017, between Donald H. Foley and PAR Technology Corporation
|
Filed
|
|
10.2††
|
Restricted Stock Award Agreement, dated May 17, 2017, between PAR Technology Corporation and Donald H. Foley
|
Filed
|
|
10.3††
|
Amendment to Restricted Stock Award Agreement, dated May 31, 2017, between PAR Technology Corporation and Donald H. Foley
|
Filed
|
|
10.4
|
Omnibus Amendment Number 1 to Loan Documents dated August 10, 2017 among PAR Technology Corporation, ParTech, Inc., Ausable Solutions, Inc., PAR Government Systems Corporation, Rome Research Corporation, Brink Software, Inc and JPMorgan Chase Bank, N.A.
|
Filed | |
31.1
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
|
Filed
|
|
31.2
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
|
Filed
|
|
32.1
|
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
|
Furnished
|
|
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
|
Furnished
|
|
101.INS
|
XBRL Instance Document
|
Filed
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
Filed
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
Filed
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
Filed
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
Filed
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Filed
|
PAR TECHNOLOGY CORPORATION
|
|
(Registrant)
|
|
Date: August 14, 2017
|
/s/ Bryan A. Menar
|
Bryan A. Menar
|
|
Chief Financial Officer
|
|
(Principal Financial Officer) |
Exhibit
Number
|
Exhibit Description
|
Filed or Furnished Herewith
|
|
Employment Offer Letter, dated April 12, 2017, between Donald H. Foley and PAR Technology Corporation
|
Filed
|
||
Restricted Stock Award Agreement, dated May 17, 2017, between PAR Technology Corporation and Donald H. Foley
|
Filed
|
||
Amendment to Restricted Stock Award Agreement, dated May 31, 2017, between PAR Technology Corporation and Donald H. Foley
|
Filed
|
||
Omnibus Amendment Number 1 to Loan Documents dated August 10, 2017 among PAR Technology Corporation, ParTech, Inc., Ausable Solutions, Inc., PAR Government Systems Corporation, Rome Research Corporation, Brink Software, Inc and JPMorgan Chase Bank, N.A.
|
Filed
|
||
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
|
Filed
|
||
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
|
Filed
|
||
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
|
Furnished
|
||
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
|
Furnished
|
||
101.INS
|
XBRL Instance Document
|
Filed
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
Filed
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
Filed
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
Filed
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
Filed
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Filed
|
Sincerely,
|
|||||
/s/ Paul Eurek
|
|||||
Paul Eurek, Chairman, Compensation Committee
|
|||||
By Order of the Board of Directors
|
|||||
Accepted and Agreed to:
|
|||||
/s/ Donald H. Foley | |||||
Donald H. Foley
|
|||||
Dated:
|
4-12-2017 |
PAR Technology Corporation
|
|||
By:
|
/s/ Paul Eurek,
|
||
Paul Eurek, Chairman of the
|
|||
Compensation Committee
|
Date:
|
May 17, 2017 |
/s/ Donald H. Foley
|
||
Donald H. Foley
|
Date:
|
May 17, 2017 |
|
/s/ Icy Mariam Foley
|
|
Signature of Spouse
|
PAR Technology Corporation
|
|||
By:
|
/s/ Paul Eurek
|
||
Paul Eurek, Chairman of the Compensation Committee | |||
/s/ Donald H. Foley
|
|||
Donald H. Foley
|
Loan Parties
:
|
PAR TECHNOLOGY CORPORATION
|
||
By:
|
/s/ Cathy A. King
|
||
Name:
|
Cathy A. King
|
||
Title:
|
General Counsel & Secretary
|
PARTECH, INC.
|
|||
By:
|
/s/ Cathy A. King
|
||
Name:
|
Cathy A. King
|
||
Title:
|
Secretary
|
||
PAR GOVERNMENT SYSTEMS CORPORATION
|
|||
By:
|
/s/ Cathy A. King
|
||
Name:
|
Cathy A. King
|
||
Title:
|
Secretary
|
||
ROME RESEARCH CORPORATION
|
|||
By:
|
/s/ Cathy A. King
|
||
Name:
|
Cathy A. King
|
||
Title:
|
Secretary
|
||
AUSABLE SOLUTIONS, INC.
|
|||
By:
|
/s/ Cathy A. King
|
||
Name:
|
Cathy A. King
|
||
Title:
|
Secretary
|
||
BRINK SOFTWARE, INC.
|
|||
By:
|
/s/ Cathy A. King
|
||
Name:
|
Cathy A. King
|
||
Title:
|
Secretary
|
Lender
:
|
JPMORGAN CHASE BANK, N.A.
|
||
By:
|
/s/ Karen L. Mikols | ||
Name:
|
Karen L. Mikols | ||
Title:
|
Vice President |
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 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(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 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 14, 2017
|
/s/ Donald H. Foley
|
Donald H. Foley
|
|
Chief Executive Officer & President
|
|
(Principal Executive Officer)
|
1. |
I have reviewed this report on Form 10-Q of PAR Technology Corporation;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such 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(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 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 14, 2017
|
/s/ Bryan A. Menar
|
Bryan A. Menar
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
1. |
The Report fully complies with the requirements 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.
|
August 14, 2017
|
|
/s/ Donald H. Foley
|
|
Donald H. Foley
|
|
Chief Executive Officer & President
|
|
(Principal Executive Officer)
|
1. |
The Report fully complies with the requirements 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.
|
August 14, 2017
|
|
/s/ Bryan A. Menar
|
|
Bryan A. Menar
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|