PAR TECHNOLOGY CORPORATION

Transcription

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended March 31, 2021OR TRANSITION REPORT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the Transition Period From toCommission File Number: 1-09720PAR TECHNOLOGY CORPORATION(Exact name of registrant as specified in its charter)Delaware(State or other jurisdiction of incorporation or organization)16-1434688(I.R.S. Employer Identification No.)PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991(Address of principal executive offices, including zip code)(315) 738-0600(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classCommon Stock, 0.02 par valueTrading SymbolPARName of each exchange on which registeredNew York Stock ExchangeIndicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes þ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). Yes þ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growthcompany” in Rule 12b-2 of the Exchange Act.Large Accelerated Filer Accelerated Filer þSmaller Reporting Company Emerging Growth Company Non-Accelerated Filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No þAs of May 3, 2021, 25,979,138 shares of the registrant’s common stock, 0.02 par value, were outstanding.

PAR TECHNOLOGY CORPORATIONTABLE OF CONTENTSPART IFINANCIAL INFORMATIONPageItemNumberForward-Looking StatementsItem 1.Financial Statements (unaudited)2Condensed Consolidated Balance Sheets at March 31. 2021 and December 31, 2020 (unaudited)2Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2021and March 31, 2020 (unaudited)3Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March31, 2021 and March 31, 2020 (unaudited))4Condensed Consolidated Statements of Changes in Shareholders' Equity for the Three MonthsEnded March 31, 2021 and March 31, 2020 (unaudited)5Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021and March 31, 2020 (unaudited)6Notes to Condensed Consolidated Financial Statements (unaudited)7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations20Item 3.Quantitative and Qualitative Disclosures About Market Risk24Item 4.Controls and Procedures24PART IIOTHER INFORMATIONItem 1.Legal Proceedings25Item 1A.Risk Factors25Item 2.Unregistered Sales of Equity Securities and Use Of Proceeds26Item 6.Exhibits33Signatures28“PAR,” “Brink POS ,” “PixelPoint ,” “PAR EverServ ,” “Restaurant Magic ”, “Data Central ”, and “Punchh ” aretrademarks of PAR Technology Corporation. This report may also contain trade names and trademarks of other companies. Our

use of or reference to such other companies' trade names or trademarks is not intended to imply any endorsement or sponsorshipby these companies of PAR Technology Corporation or its products or services.Forward-Looking StatementsThis Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (“Quarterly Report”) contains “forward-lookingstatements” within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”),Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and the Private Securities Litigation Reform Actof 1995. Forward-looking statements are not historical in nature, but rather are predictive of our future operations, financialcondition, financial results, business strategies and prospects. Forward-looking statements are generally identified by wordssuch as “anticipate,” “believe,” “belief,” “continue,” “could,” “expect,” “estimate,” “intend,” “may,” “opportunity,” “plan,”“should,” “will,” “would,” “will likely result,” and similar expressions. Forward-looking statements are based on management'scurrent expectations and assumptions that are subject to risks and uncertainties, many of which are beyond our control, whichcould cause our actual results to differ materially from those expressed in or implied by forward-looking statements, includingforward-looking statements relating to our expectations regarding the impact of the COVID-19 pandemic on our business,operations, and financial results. While we have taken precautionary measures intended to minimize the impact of COVID-19to our employees and to our business, there can be no assurances that these actions are sufficient and that additional actions willnot be required. Factors that have and may continue to adversely affect, and that could subsequently adversely impact, ourbusiness, operations and financial results due to the COVID-19 pandemic include: customer store closures; significantreductions or volatility in demand for our products and services; delayed or canceled store implementations, decreased productadoptions and bookings; reduced or delayed software or hardware deployments and a reprioritization of investments intechnology or point-of-sale infrastructure; delayed or payment defaults by customers; our ability to be agile in the execution ofour business and strategies and our management of business continuity risks, including increased exposure to potentialcybersecurity breaches and attacks, disruptions or delays in product assembly and fulfillment and limitations on our selling andmarketing efforts; our ability to successfully attract, hire and retain necessary qualified employees to develop and expand ourbusiness; and the possible impairment of goodwill and other intangible assets in the event of a significant decline in ourfinancial performance. The extent to which the COVID-19 pandemic will continue to impact our business, operations, andfinancial results is uncertain and cannot be predicted, and there can be no assurance that the COVID-19 pandemic will not havea material and adverse effect on our business, operations and financial results during any quarter or year in which we areaffected. Other factors, risks, trends and uncertainties that could cause our actual results to differ materially from thoseexpressed in or implied by forward-looking statements are described under Part I, Item 2. “Management's Discussion andAnalysis of Financial Condition and Results of Operations”, Part II, Item 1A. “Risk Factors” and elsewhere in this QuarterlyReport, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the Securities andExchange Commission (“SEC”) on March 16, 2021, and in our other filings with the SEC. We undertake no obligation toupdate or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise,except as may be required under applicable securities law.

Table of ContentsPART I – FINANCIAL INFORMATIONItem 1.Financial Statements (unaudited)PAR TECHNOLOGY CORPORATIONCONDENSED CONSOLIDATED BALANCE SHEETS(In thousands, except share and per share amounts)(Unaudited)AssetsCurrent assets:Cash and cash equivalentsAccounts receivable – netInventories – netOther current assetsTotal current assetsProperty, plant and equipment – netGoodwillIntangible assets – netLease right-of-use assetsOther assetsTotal assetsLiabilities and Shareholders’ EquityCurrent liabilities:Current portion of long-term debtAccounts payableAccrued salaries and benefitsAccrued expensesLease liabilities – current portionCustomer deposits and deferred service revenueTotal current liabilitiesLease liabilities – net of current portionDeferred service revenue – noncurrentLong-term debtOther long-term liabilitiesTotal liabilitiesCommitments and contingenciesShareholders’ equity:Preferred stock, .02 par value, 1,000,000 shares authorizedCommon stock, .02 par value, 58,000,000 shares authorized, 23,103,979 and22,982,955 shares issued, 21,961,788 and 21,917,357 outstanding at March 31,2021 and December 31, 2020, respectivelyAdditional paid in capitalAccumulated deficitAccumulated other comprehensive lossTreasury stock, at cost, 1,142,191 shares and 1,065,598 shares at March 31, 2021and December 31, 2020, respectivelyTotal shareholders’ equityTotal Liabilities and Shareholders’ EquityMarch 31, 2021 December 31, 6522,4233,665338,675 8514,584160,823 — 575(46,706)(3,936)(8,961)177,852338,675 (4,987)188,405343,749See accompanying notes to unaudited interim condensed consolidated financial ,21433,1212,5694,060343,749

Table of ContentsPAR TECHNOLOGY CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except per share amounts)(Unaudited)Three Months Ended March 31,20212020Net revenues:ProductServiceContract Costs of sales:ProductServiceContractGross marginOperating expenses:Selling, general and administrativeResearch and developmentAmortization of identifiable intangible assetsGain on insurance proceedsOperating lossOther expense – netLoss on extinguishment of debtInterest expense – netLoss before provision for income taxes(Provision for) benefit from income taxesNet lossNet loss per share (basic and diluted)Weighted average shares outstanding (basic and outstanding) 18,55618,02817,88354,467 �(2,160)(8,232)(39)(8,271) (0.38) 21,929See accompanying notes to unaudited interim condensed consolidated financial ,910)(0.61)17,941

Table of ContentsPAR TECHNOLOGY CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS(In thousands)(Unaudited)Three Months Ended March 31,20212020Net lossOther comprehensive income loss, net of applicable tax:Foreign currency translation adjustmentsComprehensive loss (8,271) (10,910) (302)(8,573) 201(10,709)See accompanying notes to unaudited interim condensed consolidated financial statements4

Table of ContentsPAR TECHNOLOGY CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY(In thousands)(Unaudited)Common StockSharesAmountBalances at December 31, 2020Issuance of common stock upon the exercise of stock optionsNet issuance of restricted stockTreasury stock acquired from employees upon vesting orforfeiture of restricted stockStock-based compensationForeign currency translation adjustmentsNet lossBalances at March 31, 2021Additional Paidin CapitalTreasury StockSharesAmountTotalShareholders’Equity22,983 3487459 12243,575 408263(46,706) ——(3,936)——1,066 (4,987) ————188,405409265————23,104 ————462 —1,320——245,566 ———(8,271)(54,977) 142 (8,961) (3,974)1,320(302)(8,271)177,852Common StockSharesAmountBalances at December 31, 2019Issuance of common stock upon the exercise of stock optionsNet issuance of restricted stock awardsTreasury stock acquired from employees upon vesting orforfeiture of restricted stockIssuance of restricted stock for acquisitionEquity component of redeemed 2024 convertible notes (net ofdeferred taxes of 1.8 million)Equity component of issued 2026 convertible notes (net ofdeferred taxes of 6.2 million and issuance costs of 0.9million)Stock-based compensationForeign currency translation adjustmentsNet lossBalances at March 31, eLoss18,360 221—908Additional Paidin Capital367 ———19Accumulateddeficit94,372 4) 19,291 ————386 19,0971,089——106,600 ———(10,910)(21,054) ——201—(5,167)TotalShareholders’Equity1,731 (6,380) ——38—(722)See accompanying notes to unaudited interim condensed consolidated financial statements5Treasury �—1,047 (4,469) 296

Table of ContentsPAR TECHNOLOGY CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)(Unaudited)Three Months Ended March 31,20212020Cash flows from operating activities:Net lossAdjustments to reconcile net income to net cash (used in) provided by operating activities:Depreciation, amortization and accretionCurrent expected credit lossesProvision for obsolete inventoryStock-based compensationLoss on debt extinguishmentDeferred income taxChanges in operating assets and liabilities:Accounts receivableInventoriesOther current assetsOther assetsAccounts payableAccrued salaries and benefitsAccrued expensesCustomer deposits and deferred service revenueOther long-term liabilitiesNet cash used in operating activitiesCash flows from investing activities:Capital expendituresCapitalization of software costsNet cash used in investing activitiesCash flows from financing activities:Payments of long-term debtPayments for the extinguishment of notes payableProceeds from notes payable, net of issuance costsTreasury stock acquired from employees upon vesting or forfeiture of restricted stockProceeds from exercise of stock optionsNet cash (used in) provided by financing activitiesEffect of exchange rate changes on cash and cash equivalentsNet (decrease) increase in operating activitiesCash and cash equivalents at beginning of periodCash and equivalents at end of periodSupplemental non-cash investing and financing flow information:Cash paid for interestIncome taxes, net of refundsCapitalized software recorded in accounts payableCapital expenditures in accounts payable (8,271) 122 195317122See accompanying notes to unaudited interim condensed consolidated financial statement6(10,910) 60,089953———

Table of ContentsPAR TECHNOLOGY CORPORATIONNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)Note 1 — Basis of PresentationThe accompanying unaudited condensed consolidated financial statements (“financial statement”) of PAR TechnologyCorporation through its consolidated subsidiaries (collectively, the “Company”, “PAR”, “we”, “us” or “our Company”) havebeen prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) forinterim financial statements and the instructions to Form 10-Q and Regulation S-X pertaining to interim financial statements aspromulgated by the Securities and Exchange Commission (“SEC”). In the opinion of management, the Company's financialstatements include all normal and recurring adjustments necessary in order to make the financial statements not misleading andto provide a fair presentation of the Company's financial results for the interim period included in this Quarterly Report onForm 10-Q (this “Quarterly Report”). Interim results are not necessarily indicative of results for the full year or any futureperiods. The information included in this Quarterly Report should be read in conjunction with the Company's auditedconsolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal yearended December 31, 2020 filed with the SEC on March 16, 2021 (“2020 Annual Report”).The preparation of the financial statements requires management of the Company to make a number of estimates andassumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at thedate of the financial statements and the reported amounts of revenues and expenses during the period. Significant items subjectto such estimates and assumptions include revenue recognition, stock-based compensation, the recognition and measurement ofassets acquired and liabilities assumed in business combinations at fair value, the carrying amount of property, plant andequipment including right-to-use assets and liabilities, identifiable intangible assets and goodwill, the measurement of liabilitiesand equity recognized for outstanding convertible notes, valuation allowances for receivables, inventories, and measurement ofcontingent consideration at fair value. Actual results could differ from those estimates. The Company's estimates are subject touncertainties associated with the ongoing COVID-19 pandemic; the extent to which the COVID-19 pandemic will impact theseestimates is uncertain and cannot be predicted, and there can be no assurance that the COVID-19 pandemic will not have amaterial and adverse effect on these estimates.The Company operates in two distinct reporting segments, Restaurant/Retail and Government. The Company’s chief operatingdecision maker is the Company’s Chief Executive Officer. The Restaurant/Retail segment provides point-of-sale (“POS”)software and hardware, back-office software, and integrated technical solutions to the restaurant and retail industries. TheGovernment segment provides intelligence, surveillance, and reconnaissance solutions and mission systems support to theUnited States Department of Defense and other Federal agencies. In addition, the financial statements include corporateoperations, which are comprised of enterprise-wide functional departments.Cash and Cash EquivalentsThe Company considers all highly liquid investments, purchased with a remaining maturity of three months or less, to be cashequivalents including money market funds.The Company maintained bank balances that, at times, exceeded the federally insured limit during the three months endedMarch 31, 2021. The Company has not experienced losses relating to these deposits and management does not believe thatthe Company is exposed to any significant credit risk with respect to these amounts.Cash and cash equivalents consist of the following (in thousands):March 31, 2021Cash and cash equivalentsCashMoney market fundsTotal cash and cash equivalents 63,580109,542173,122December 31, 2020 59,700120,986180,686Gain on Insurance ProceedsDuring the three months ended March 31, 2021, the Company received 4.4 million of insurance proceeds in connection withthe settlement of a legacy claim.7

Table of ContentsOther Long-Term liabilitiesOther long-term liabilities represent amounts owed to employees that participate in the Company’s deferred compensationplan, and the long-term portion of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) deferred payrolltaxes. The amount owed to employees participating in the deferred compensation plan was 2.8 million at March 31, 2021 andDecember 31, 2020.Under the CARES Act employers can

PAR TECHNOLOGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 16-1434688 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991 (Address of