par-20210315
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 15, 2021

PAR Technology Corporation
(Exact name of registrant as specified in its charter)
Delaware
1-09720
16-1434688
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code: (315) 738-0600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common StockPARNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

                             Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨











Item 2.02    Results of Operations and Financial Condition.

On March 15, 2021, PAR Technology Corporation (“PAR Technology”) issued a press release to report its financial results for the quarter and year ended December 31, 2020. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1.*

Item 7.01    Regulation FD Disclosure.

There will be a conference call at 4:30 p.m. (Eastern) on March 15, 2021, during which the Company’s management will discuss the financial results for the fourth quarter and year ended December 31, 2020. To participate in the call, please call 844-419-5412, approximately 10 minutes in advance. No passcode is required to participate in the live call or to listen to the replay version. Investors will have the opportunity to listen to the conference call/event over the internet by visiting the Company’s website at https://www.partech.com/about-us/investor-relations/. Alternatively, listeners may access an archived version of the presentation call after 7:30 p.m. on March 15, 2021 through March 22, 2021 by dialing 855-859-2056 and using conference ID 2996764.

PAR Technology's presentation containing additional information for the quarter and year ended December 31, 2020 is attached to this current report on Form 8-K as Exhibit 99.2.*

Item 9.01    Financial Statements and Exhibits.

(d)     Exhibits.
Exhibit No.Exhibit Description
99.1
99.2
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

*The information in Item 2.02, Item 7.01, Exhibit 99.1 and 99.2 of this current report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PAR TECHNOLOGY CORPORATION
(Registrant)
Date:
March 15, 2021
/s/ Bryan A. Menar
Bryan A. Menar
Chief Financial and Accounting Officer
(Principal Financial Officer)


parlogo_blue1.jpg
FOR RELEASE:
CONTACT:
 New Hartford, NY, March 15, 2021
Christopher R. Byrnes (315) 738-0600 ext. 6226
[email protected], www.partech.com

PAR TECHNOLOGY CORPORATION ANNOUNCES FOURTH QUARTER AND FULL YEAR 2020 RESULTS
•New Brink Bookings in Q4 = 1,525 a 67% YoY increase from Q4 ‘19
•Total Company Revenues increased 10.6% vs. Q4 ‘19
New Hartford, NY- March 15, 2021 -- PAR Technology Corporation (NYSE: PAR) (“PAR Technology” or the “Company”) today announced its results for its fourth quarter and for the year ended December 31, 2020.

Summary of Fiscal 2020 Fourth Quarter
•Revenues were $58.5 million for the fourth quarter of 2020, compared to $52.9 million for the same period in 2019, a 10.6% increase.
•GAAP net loss for the fourth quarter of 2020 was $13.0 million, or $0.60 loss per share, compared to a GAAP net loss of $5.8 million, or $0.35 loss per share reported for the same period in 2019.
•Non-GAAP net loss for the fourth quarter of 2020 was $8.0 million, or $0.37 loss per share, compared to non-GAAP net loss of $3.8 million, or $0.23 loss per share, for the same period in 2019.

Summary of Year-to-Date Financial Results
•Revenues were $213.8 million for the year ended December 31, 2020, compared to $187.2 million for the same period in 2019, a 14.2% increase.
•GAAP net loss for the year ended December 31, 2020 was $36.6 million, or $1.92 loss per share, compared to a GAAP net loss of $15.6 million, or $0.96 loss per share, reported for the same period in 2019.
•Non-GAAP net loss for the year ended December 31, 2020 was $20.0 million, or $1.05 loss per share, compared to non-GAAP net loss of $10.8 million, or $0.67 loss per share, for the same period in 2019.

A reconciliation and description of non-GAAP financial measures to corresponding GAAP financial measures is included in the tables at the end of this press release.

Savneet Singh, PAR Technology CEO & President commented on the quarter, “Q4 was the strongest bookings quarter in Brink history, continuing the acceleration we saw in Q3 and totaling 1,525. The strong pace of bookings were ahead of our internal expectations, and we installed 885 new Brink sites in Q4 '20, a 42% increase from Q4 ’19. Strategically, our pipeline of newly signed customers is higher than it has ever been and I am looking forward to sharing additional details on these wins with you when appropriate.”




Mr. Singh continued, “Throughout 2020, we sustained our revenue growth, while maintaining a strong focus on investment, all the while managing the impact of the pandemic. We accelerated our investments in people, internal product development, customer service and more recently, sales. These important investments are necessary to build upon our compelling competitive advantages in enterprise restaurants. These initiatives reflect our commitment to aggressively pursue the substantial market opportunities ahead for our Company and the strong desire we have to ensure we are positioned to win. I am proud of our team’s execution and I am energized by the opportunities in front of us as a Company.”

Highlights of Brink Product Line – Fourth Quarter 2020:
-- Brink ARR at end of Q4 '20 totaled $24.7 million - an increase of $5.5 million, 29% from end of Q4 '19
-- New store activations in Q4 '20 totaled 885 sites
-- Brink bookings in Q4 ‘20 totaled 1,525 sites
-- Brink backlog totaled 2,546 sites at the end of Q4 '20
-- Active Brink sites as of December 31st total 11,722 restaurants

Highlights of Restaurant Magic Product Line – Fourth Quarter 2020:
--Restaurant Magic ARR at end of Q4 ’20 totaled $8.8 million
--New store activations in Q4 '20 totaled 406 sites
--Restaurant Magic bookings in Q4 ’20 totaled 146 sites
--Active Restaurant Magic sites as of December 31st total 5,892 restaurants

Conference Call.

There will be a conference call at 4:30 p.m. (Eastern) on March 15, 2021, during which the Company’s management will discuss the financial results for the fourth quarter and year ended December 31, 2020. To participate in the call, please call 844-419-5412, approximately 10 minutes in advance. No passcode is required to participate in the live call or to listen to the replay version. Investors will have the opportunity to listen to the conference call/event over the internet by visiting the Company’s website at https://www.partech.com/about-us/investor-relations/. Alternatively, listeners may access an archived version of the presentation call after 7:30 p.m. on March 15, 2021 through March 22, 2021 by dialing 855-859-2056 and using conference ID 2996764.

About PAR Technology Corporation.

PAR Technology Corporation through its wholly owned subsidiary ParTech, Inc., is a customer success-driven, global restaurant and retail technology company with over 100,000 restaurants in more than 110 countries using its point of sale hardware and software. ParTech’s Brink POS® integration ecosystem enables quick service, fast casual and table service restaurants to improve their operational efficiency by combining its cloud-based POS software with the world’s leading restaurant technology platforms. PAR Technology’s Government segment is a leader in providing computer-based system design, engineering and technical services to the Department of Defense and various other federal agencies. PAR Technology’s stock is traded on the New York Stock Exchange under the symbol PAR. For more information, visit www.partech.com or connect with PAR Technology on Facebook or Twitter.




Forward-Looking Statements.

This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, Section 27A of the Securities Act of 1933, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical in nature, but rather are predictive of our future operations, financial condition, business strategies and prospects. Forward-looking statements are generally identified by words such 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 current expectations and assumptions that are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause our actual results to differ materially from those expressed in or implied by forward-looking statements contained in this press release, including forward-looking statements relating to our expectations regarding the impact of the COVID-19 pandemic on our business, operations, financial condition, and financial results. Factors that could cause our actual results to differ materially from those expressed in or implied by forward-looking statements contained in this press release, include but are not limited to, those described in our filings with the Securities and Exchange Commission.


###



PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share and per share amounts)
AssetsDecember 31, 2020December 31, 2019
Current assets:  
Cash and cash equivalents$180,686 $28,036 
Accounts receivable – net42,980 41,774 
Inventories – net21,638 19,326 
Other current assets3,625 4,427 
Total current assets248,929 93,563 
Property, plant and equipment – net13,856 14,351 
Goodwill41,214 41,386 
Intangible assets – net33,121 32,948 
Lease right-of-use assets2,569 3,017 
Other assets4,060 4,347 
Total Assets$343,749 $189,612 
Liabilities and Shareholders’ Equity  
Current liabilities:  
Current portion of long-term debt$666 $630 
Accounts payable12,791 16,385 
Accrued salaries and benefits13,190 7,769 
Accrued expenses2,606 3,176 
Lease liabilities – current portion1,200 2,060 
Customer deposits and deferred service revenue9,506 12,084 
Total current liabilities39,959 42,104 
Lease liabilities – net of current portion1,462 1,021 
Deferred revenue – noncurrent3,082 3,916 
Long-term debt105,844 62,414 
Other long-term liabilities4,997 7,310 
Total liabilities155,344 116,765 
Commitments and contingencies
Shareholders’ Equity:  
Preferred stock, $.02 par value, 1,000,000 shares authorized— — 
Common stock, $.02 par value, 58,000,000 and 29,000,000 shares authorized; 22,982,955 and 18,360,205 shares issued, 21,917,357 and 16,629,177 outstanding at December 31, 2020 and December 31, 2019, respectively
459 367 
Additional paid in capital 243,575 94,372 
Accumulated deficit(46,706)(10,144)
Accumulated other comprehensive loss(3,936)(5,368)
Treasury stock, at cost, 1,065,598 and 1,731,028 shares at December 31, 2020 and December 31, 2019, respectively(4,987)(6,380)
Total shareholders’ equity188,405 72,847 
Total Liabilities and Shareholders’ Equity$343,749 $189,612 












PAR TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except share and per share amounts)
 Three Months Ended December 31,Year Ended
December 31,
 2020201920202019
Net revenues:    
Product$21,791 $20,180 $73,228 $66,329 
Service18,332 15,464 69,284 56,978 
Contract18,393 17,279 71,274 63,925 
 58,516 52,923 213,786 187,232 
Costs of sales:    
Product18,005 16,235 58,887 51,189 
Service15,966 10,563 49,933 40,389 
Contract16,860 15,564 65,641 58,243 
 50,831 42,362 174,461 149,821 
Gross margin7,685 10,561 39,325 37,411 
Operating expenses:    
Selling, general and administrative13,607 10,061 46,196 38,068 
Research and development5,639 4,139 19,252 13,372 
Amortization of identifiable intangible assets643 156 1,163 156 
Adjustment to contingent consideration liability(1,030)— (3,340)— 
 18,859 14,356 63,271 51,596 
Operating loss(11,174)(3,795)(23,946)(14,185)
Other income (expense) – net1,457 (89)808 (449)
Interest expense, net(1,969)(1,593)(8,287)(4,571)
Loss on extinguishment debt— — (8,123)— 
Loss before benefit from income taxes(11,686)(5,477)(39,548)(19,205)
Benefit from (provision for) income taxes(1,279)(354)2,986 3,634 
Net loss$(12,965)$(5,831)$(36,562)$(15,571)
Earnings per share (basic and diluted)$(0.60)$(0.35)$(1.92)$(0.96)
Weighted average shares outstanding (basic and diluted)21,610 16,570 19,014 16,223 














PAR TECHNOLOGY CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL RESULTS
(Unaudited, in thousands, except per share and footnote amounts)
For the Three Months EndedFor the Three Months Ended
December 31, 2020December 31, 2019
Reported basis (GAAP)
Adjustments
Comparable basis (Non-GAAP)
Reported basis (GAAP)
Adjustments
Comparable basis (Non-GAAP)
Net revenues
$58,516 — $58,516 $52,923 — $52,923 
Operating loss
(11,174)2,803 1(8,371)(3,795)1,160 4(2,635)
Loss before benefit from (provision for) income taxes
(11,686)3,869 1, 2(7,817)(5,477)2,061 4, 5(3,416)
Net loss
(12,965)5,012 1, 2, 3(7,953)(5,831)2,061 4, 5, 6(3,770)
Loss per diluted share
$(0.60)$(0.37)$(0.35)$(0.23)
1
Adjustment reflects stock-based compensation expense of $1.0 million; amortization expense of acquired identifiable intangible assets of $1.5 million; inventory disposal of $1.3 million related to the acquisition of assets of 3M Company's Drive-Thru Communications Systems business (the "3M Acquisition"); and adjustment to the fair value of contingent consideration related to the acquisition of AccSys LLC (the “Restaurant Magic Acquisition”) of $1.0 million.
2
Adjustment reflects non-cash accretion of interest expense and amortization of issuance costs related to the Company's 4.5% Convertible Senior Notes due 2024 (the “2024 Notes”) and 2.875% Convertible Senior Notes due 2026 (the “2026 Notes”) of $1.1 million.
3
Adjustment reflects the removal of Q4 income tax expense of $1.1 million that resulted from a change to the valuation allowance on our net deferred tax assets as a result of the partial retirement of the 2024 Notes. The above adjustments are not tax-effected for income tax expense (benefit) due to the full valuation allowance on all of our net deferred tax assets.
4
Adjustments reflect stock-based compensation expense of $0.9 million; adjustments related to the SureCheck divestiture of $0.4 million; amortization expense of acquired identifiable intangible assets of $0.5 million; and, expenses related to the Company's continued cooperation with the Singapore authorities in connection with the findings of the completed internal investigation undertaken by the Company related to conduct at its China and Singapore offices (the “China/Singapore Investigation”) of $0.2 million.
5
Adjustment reflects non-cash accretion of interest expense and amortization of issuance costs related to the 2024 Notes of $0.9 million.
6
The above adjustments are not tax-effected for income tax due to the Company's full valuation allowance on all of our net deferred tax assets.
For the Year EndedFor the Year Ended
December 31, 2020December 31, 2019
Reported basis (GAAP)
Adjustments
Comparable basis (Non-GAAP)
Reported basis (GAAP)
Adjustments
Comparable basis (Non-GAAP)
Net revenues
$213,786 $— $213,786 $187,232 $— $187,232 
Operating loss
(23,946)7,307 1(16,639)(14,185)6,260 4(7,925)
Loss before benefit from (provision for) income taxes
(39,548)19,785 1, 2(19,763)(19,205)8,788 4, 5(10,417)
Net loss
(36,562)16,520 1, 2, 3(20,042)(15,571)4,723 4, 5, 6(10,848)
Loss per diluted share
$(1.92)$(1.05)$(0.96)$(0.67)
1
Adjustment reflects stock-based compensation expense of $4.3 million; amortization expense of acquired identifiable intangible assets of $4.6 million; inventory disposal of $1.3 million related to the 3M Acquisition; severance expense of $0.3 million; expenses related to the China/Singapore Investigation of $0.1 million; and, gain on reduction to the fair value of contingent consideration related to the Restaurant Magic Acquisition of $3.3 million.
2Adjustment reflects loss on extinguishment of debt related to the repurchase of approximately $66.3 million of the 2024 Notes of $8.1 million; and, non-cash accretion of interest expense and amortization of issuance costs related to the 2024 Notes and the 2026 Notes of $4.4 million.
3
Adjustment reflects reduction to benefit from income tax of $3.3 million to reflect the deferred tax benefit impact of the 2026 Notes issuance and 2024 Notes partial retirement. The above adjustments are not tax-effected for income tax expense (benefit) due to the full valuation allowance on all of our net deferred tax assets.
4Adjustments reflect stock-based compensation expense of $2.7 million; expenses related to the SureCheck divestiture of $1.3 million; amortization expense of identifiable intangible assets of $1.2 million; severance expense of $0.5 million; and, expenses related to the China/Singapore Investigation of $0.6 million.
5Adjustment reflects non-cash accretion of interest expense and amortization of issuance costs related to the 2024 Notes of $2.5 million.
6
Adjustment reflects reduction to benefit from income tax of $4.1 million to reflect the deferred tax benefit impact of the 2024 Notes issuance. The above adjustments are not tax-effected for income tax due to the Company's full valuation allowance on all of our net deferred tax assets.



About Non-GAAP Financial Measures

The Company reports its financial results in accordance with GAAP. However, non-GAAP adjusted financial measures, as set forth in the reconciliation table above, are provided because management uses these non-GAAP financial measures in evaluating the results of the Company's continuing operations and believes this information provides investors supplemental insight into underlying business trends and operating results. These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP. In addition, these non-GAAP financial measures should be read in conjunction with the Company’s financial statements prepared in accordance with GAAP.

The Company's results of operations are impacted by certain non-recurring charges, including stock-based compensation, acquisition and divestiture related expenditures, expense related to the China/Singapore Investigation, and other non-recurring charges that may not be indicative of the Company’s financial performance. Management believes that adjusting its costs of sales, operating expenses, operating loss, net loss and diluted loss per share to remove non-recurring charges, provides a useful perspective with respect to the Company's operating results and provides supplemental information to both management and investors by removing items that are difficult to predict and are often unanticipated. While we believe that these non-GAAP financial measures provide useful supplemental information to investors, there are limitations associated with the use of these non-GAAP financial measures. Non-GAAP net loss is not a measure of financial performance or liquidity under GAAP and, accordingly, should not be considered as an alternative to net loss from operations or cash flow from operating activities as indicators of operating performance or liquidity. Also, these measures may not be comparable to similarly titled captions of other companies. The above tables provide reconciliations between net loss and non-GAAP net loss.

Earnings Presentation March 15, 2021 NYSE: PAR


 
Forward-Looking Statements. This presentation contains "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, Section 27A of the Securities Act of 1933, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical in nature, but rather are predictive of our future operations, financial condition, business strategies and prospects. Forward- looking statements are generally identified by words such 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 current expectations and assumptions that are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause our actual results to differ materially from those expressed in or implied by forward-looking statements contained in this presentation, including forward-looking statements relating to our expectations regarding the impact of the COVID-19 pandemic on our business, operations, financial condition, and financial results. Factors that could cause our actual results to differ materially from those expressed in or implied by forward-looking statements contained in this press release are described in our filings with the Securities and Exchange Commission. Non-GAAP Financial Measures The Company reports its financial results in accordance with GAAP. However, non- GAAP adjusted financial measures are provided because management uses these non- GAAP financial measures in evaluating the results of the Company's continuing operations and believes this information provides investors supplemental insight into underlying business trends and operating results. These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP. In addition, these non-GAAP financial measures should be read in conjunction with the Company’s financial statements prepared in accordance with GAAP. 2


 
Brink Overview 3 Bo okings ( loc a t ions) 9 1 3 7 2 5 8 1 4 1 ,1 8 1 1 ,5 2 5 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 ARR (U$D ‘000,000) 1 9 .2 2 2 .2 2 1 .4 2 2 .8 2 4 .7 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 Q2-2020 includes sites temporarily closed due to COVID-19


 
Brink Site Count 4 9.8 10.3 10.3 11.0 11.7 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 Ba cklog of Si t es t o Ins t all ( loc a t ions ‘000) 1.4 1.2 1.5 2.0 2.5 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 Sit e Count ( loc a t ions ‘000)


 
Brink ARR 5 Annual Recur r ing Revenue (U$D ‘000) 1 7 .9 K 1 9 .2 K 2 2 .2 K 2 1 .4 K 2 2 .8 K 2 4 .7 K 1,675 3,502 1,068 1,238 2,306 417 491 512 382 514 1,324 543 50


 
COVID Unit Impact 6 Br ink Tempor ar ily Clos ed Res t aur ant s ( loc a t ions) 0 755 430 406 Q1'20 Q2'20 Q3'20 Q4'20


 
Restaurant Magic Overview 7 596 207 506 146 Q1'20 Q2'20 Q3'20 Q4'20 115 119 130 98 Q1'20 Q2'20 Q3'20 Q4'20 8.6 7.4 8.7 8.8 Q1'20 Q2'20 Q3'20 Q4'20 Q2 to Q4 are net of C19 waiver B o o k ings ( l o c a t ions) Avg M RR o f N e w Bo o k ings (U $ D ) AR R (U $ D ‘ 000 , 000 )


 
Restaurant Magic Site Count 8 5.4 5.1 5.7 5.9 Q1'20 Q2'20 Q3'20 Q4'20 Sit e Count ( loc a t ions ‘000)


 
Financials 9 5,295 6,721 3,783 6,658 6,757 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 Br ink rela t ed pr oduc t revenue (U$D ‘000)


 
Thank You!