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Share Name | Share Symbol | Market | Type |
---|---|---|---|
PAR Technology Corp | NYSE:PAR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.72 | 4.00% | 44.69 | 45.12 | 44.29 | 44.33 | 222,679 | 01:00:00 |
|
Delaware
|
16-1434688
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
|
|
PAR Technology Park
8383 Seneca Turnpike
New Hartford, New York
|
13413-4991
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of Each Class
|
Name of Each Exchange on Which Registered
|
Common Stock, $.02 par value
|
New York Stock Exchange
|
Large Accelerated Filer ☐
|
Accelerated Filer
þ
|
Non Accelerated Filer ☐
|
Smaller reporting company
þ
|
Emerging growth company ☐
|
|
|
||
Item Number
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 1:
|
Business
.
|
Name
|
|
|
Age
|
|
|
Positions and Offices
|
Savneet Singh
|
|
|
36
|
|
|
Interim Chief Executive Officer, President, and Director of the Company and President of ParTech, Inc.
|
Bryan A. Menar
|
|
|
43
|
|
|
Chief Financial Officer and Vice President of the Company
|
Matthew R. Cicchinelli
|
|
|
56
|
|
|
President of PAR Government Systems Corporation and Rome Research Corporation
|
Item 1A
|
Risk Factors
.
|
•
|
actual or anticipated fluctuations in our operating results and financial condition;
|
•
|
the performance and prospects of our major customers;
|
•
|
fluctuations in the trading volume of our common stock;
|
•
|
the concentrated beneficial ownership of our common stock by our founder and director, Dr. John W. Sammon;
|
•
|
shareholder activism;
|
•
|
actual or anticipated regulatory action against us;
|
•
|
the lack of earnings guidance and minimal securities analysts following us;
|
•
|
investor perception of us and the industries in which we operate;
|
•
|
uncertainty regarding domestic and international political conditions, including tax policies; and
|
•
|
uncertainty regarding the prospects of domestic and foreign economies.
|
•
|
compliance with foreign laws and regulations, including the FCPA, the U.K. Bribery Act of 2010, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on our ability to sell our software and hardware in certain foreign markets, and the risks and costs of non-compliance with such laws and regulations, including fines, penalties, criminal sanctions against us, our officers or employees, prohibitions on the conduct of our business and damage to our reputation;
|
•
|
increased risks of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of financial statements and irregularities in financial statements;
|
•
|
reduced protection of our intellectual property rights in certain countries and practical difficulties and costs of enforcing rights abroad;
|
•
|
compliance with the laws of numerous foreign taxing jurisdictions and overlapping of different tax regimes;
|
•
|
uncertainty around a potential reverse or renegotiation of international trade agreements and partnerships under President Donald J. Trump’s administration;
|
•
|
sales and customer service challenges associated with operating in different countries;
|
•
|
difficulties in receiving payments from different geographies, including difficulties associated with currency fluctuations, payment cycles, transfer of funds or collecting accounts receivable, especially in emerging markets;
|
•
|
variations in economic or political conditions between each country or region; and
|
•
|
increased infrastructure and legal compliance costs.
|
•
|
the Federal Acquisition Regulation (FAR) and agency regulations supplemental to the FAR, which comprehensively regulate the formation, administration, and performance of U.S. Government contracts;
|
•
|
the Truth in Negotiations Act, which requires certification and disclosure of all cost and pricing data in connection with contract negotiations;
|
•
|
the Cost Accounting Standards and Cost Principles, which impose accounting requirements that govern our right to reimbursement under certain cost-based U.S. Government contracts;
|
•
|
compliance with the U.S. Foreign Corrupt Practices Act or U.S. export control regulations which apply when we engage in international work; and
|
•
|
laws, regulations, and executive orders restricting the use and dissemination of information classified for national security purposes and the export of certain products and technical data.
|
Item 1B
.
|
Unresolved Staff Comments
.
|
Item 2
.
|
Properties
.
|
Item 3
.
|
Legal Proceedings
.
|
Item 4:
|
Mine Safety Disclosures
|
Item 5
.
|
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
.
|
Item 6.
|
Selected Financial Data
.
|
Item 7
.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
.
|
|
Total
|
|
Less
Than
1 Year
|
|
1-3 Years
|
|
3 - 5
Years
|
|
More than 5
Years
|
||||||||||||||
Operating leases
|
$
|
4,961
|
|
|
$
|
1,652
|
|
|
$
|
1,908
|
|
|
$
|
1,326
|
|
|
$
|
75
|
|
||||
Total
|
$
|
4,961
|
|
—
|
|
$
|
1,652
|
|
—
|
|
$
|
1,908
|
|
—
|
|
$
|
1,326
|
|
—
|
|
$
|
75
|
|
Item 7A
.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 8
.
|
Financial Statements and Supplementary Data
.
|
|
December 31,
|
||||||
Assets
|
2018
|
|
2017
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,485
|
|
|
$
|
6,600
|
|
Accounts receivable-net
|
26,219
|
|
|
30,077
|
|
||
Inventories-net
|
22,737
|
|
|
21,746
|
|
||
Other current assets
|
3,251
|
|
|
4,209
|
|
||
Total current assets
|
55,692
|
|
|
62,632
|
|
||
Property, plant and equipment - net
|
12,575
|
|
|
10,755
|
|
||
Deferred income taxes
|
—
|
|
|
13,809
|
|
||
Goodwill
|
11,051
|
|
|
11,051
|
|
||
Intangible assets - net
|
10,859
|
|
|
12,070
|
|
||
Other assets
|
4,504
|
|
|
4,307
|
|
||
Total Assets
|
$
|
94,681
|
|
|
$
|
114,624
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
195
|
|
Borrowings on line of credit
|
7,819
|
|
|
950
|
|
||
Accounts payable
|
12,644
|
|
|
14,332
|
|
||
Accrued salaries and benefits
|
5,940
|
|
|
6,275
|
|
||
Accrued expenses
|
2,113
|
|
|
3,926
|
|
||
Customer deposits and deferred service revenue
|
9,851
|
|
|
10,241
|
|
||
Other current liabilities
|
2,550
|
|
|
—
|
|
||
Total current liabilities
|
40,917
|
|
|
35,919
|
|
||
Long-term debt
|
—
|
|
|
185
|
|
||
Deferred service revenue
|
4,407
|
|
|
2,668
|
|
||
Other long-term liabilities
|
3,411
|
|
|
6,866
|
|
||
Total liabilities
|
48,735
|
|
|
45,638
|
|
||
Shareholders’ Equity:
|
|
|
|
|
|
||
Preferred stock, $.02 par value, 1,000,000 shares authorized
|
—
|
|
|
—
|
|
||
Common stock, $.02 par value, 29,000,000 shares authorized; 17,879,761 and 17,677,161 shares issued, 16,171,652 and 15,969,052 outstanding at December 31, 2018 and December 31, 2017, respectively
|
357
|
|
|
354
|
|
||
Capital in excess of par value
|
50,251
|
|
|
48,349
|
|
||
Retained earnings
|
5,427
|
|
|
29,549
|
|
||
Accumulated other comprehensive loss
|
(4,253
|
)
|
|
(3,430
|
)
|
||
Treasury stock, at cost, 1,708,109 shares
|
(5,836
|
)
|
|
(5,836
|
)
|
||
Total shareholders’ equity
|
45,946
|
|
|
68,986
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
94,681
|
|
|
$
|
114,624
|
|
|
Year ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Net revenues:
|
|
|
|
||||
Product
|
$
|
78,787
|
|
|
$
|
115,126
|
|
Service
|
55,282
|
|
|
56,467
|
|
||
Contract
|
67,177
|
|
|
61,012
|
|
||
Total net revenues
|
201,246
|
|
|
232,605
|
|
||
Costs of sales:
|
|
|
|
||||
Product
|
60,694
|
|
|
85,850
|
|
||
Service
|
42,107
|
|
|
41,445
|
|
||
Contract
|
59,982
|
|
|
54,299
|
|
||
Total costs of sales
|
162,783
|
|
|
181,594
|
|
||
Gross margin
|
38,463
|
|
|
51,011
|
|
||
Operating expenses:
|
|
|
|
||||
Selling, general and administrative
|
34,983
|
|
|
38,171
|
|
||
Research and development
|
12,412
|
|
|
11,995
|
|
||
Amortization of identifiable intangible assets
|
966
|
|
|
966
|
|
||
Total operating expenses
|
48,361
|
|
|
51,132
|
|
||
|
|
|
|
||||
Operating loss from continuing operations
|
(9,898
|
)
|
|
(121
|
)
|
||
Other income, net
|
306
|
|
|
629
|
|
||
Interest expense, net
|
(387
|
)
|
|
(121
|
)
|
||
(Loss) income from continuing operations before provision for income taxes
|
(9,979
|
)
|
|
387
|
|
||
Provision for income taxes
|
(14,143
|
)
|
|
(3,997
|
)
|
||
Loss from continuing operations
|
(24,122
|
)
|
|
(3,610
|
)
|
||
Discontinued operations
|
|
|
|
||||
Income on discontinued operations (net of tax)
|
—
|
|
|
224
|
|
||
Net loss
|
$
|
(24,122
|
)
|
|
$
|
(3,386
|
)
|
Basic (Loss) Income per Share:
|
|
|
|
||||
Loss from continuing operations
|
(1.50
|
)
|
|
(0.23
|
)
|
||
Income from discontinued operations
|
—
|
|
|
0.01
|
|
||
Net loss
|
$
|
(1.50
|
)
|
|
$
|
(0.22
|
)
|
Diluted (Loss) Income per Share:
|
|
|
|
||||
Loss from continuing operations
|
(1.50
|
)
|
|
(0.23
|
)
|
||
Income from discontinued operations
|
—
|
|
|
0.01
|
|
||
Net loss
|
$
|
(1.50
|
)
|
|
$
|
(0.22
|
)
|
Weighted average shares outstanding
|
|
|
|
||||
Basic
|
16,041
|
|
|
15,949
|
|
||
Diluted
|
16,041
|
|
|
15,949
|
|
|
Year ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Net loss
|
$
|
(24,122
|
)
|
|
$
|
(3,386
|
)
|
Other comprehensive (loss) income, net of applicable tax:
|
|
|
|
||||
Foreign currency translation adjustments
|
(823
|
)
|
|
64
|
|
||
Comprehensive loss
|
$
|
(24,945
|
)
|
|
$
|
(3,322
|
)
|
(in thousands)
|
Common Stock
|
Capital in
excess of
Par Value
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Loss
|
Treasury Stock
|
Total
Shareholders’
Equity
|
||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances at December 31, 2016
|
17,479
|
|
$
|
350
|
|
$
|
46,203
|
|
$
|
32,357
|
|
$
|
(3,494
|
)
|
(1,708
|
)
|
$
|
(5,836
|
)
|
$
|
69,580
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adoption of accounting standard
|
|
|
|
578
|
|
|
|
|
578
|
|
||||||||||||
Net loss
|
|
|
|
(3,386
|
)
|
|
|
|
(3,386
|
)
|
||||||||||||
Issuance of common stock upon the exercise of stock options
|
271
|
|
5
|
|
1,495
|
|
|
|
|
|
1,500
|
|
||||||||||
Repurchase of common stock
|
(54
|
)
|
(1
|
)
|
|
|
|
|
|
(1
|
)
|
|||||||||||
Equity based compensation
|
|
|
|
|
651
|
|
|
|
|
|
651
|
|
||||||||||
Net issuance of restricted stock awards
|
(19
|
)
|
|
|
|
|
|
|
—
|
|
||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
64
|
|
|
|
64
|
|
||||||||||||
Balances at December 31, 2017
|
17,677
|
|
$
|
354
|
|
$
|
48,349
|
|
$
|
29,549
|
|
$
|
(3,430
|
)
|
(1,708
|
)
|
$
|
(5,836
|
)
|
$
|
68,986
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Net loss
|
|
|
|
|
|
|
(24,122
|
)
|
|
|
|
|
|
|
(24,122
|
)
|
||||||
Issuance of common stock upon the exercise of stock options
|
168
|
|
3
|
|
863
|
|
|
|
|
|
|
|
|
|
866
|
|
||||||
Net issuance of restricted stock awards
|
16
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||
Equity based compensation
|
|
|
|
|
1,039
|
|
|
|
|
|
|
|
|
|
1,039
|
|
||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
(823
|
)
|
|
|
|
|
(823
|
)
|
||||||
Balances at December 31, 2018
|
17,861
|
|
$
|
357
|
|
$
|
50,251
|
|
$
|
5,427
|
|
$
|
(4,253
|
)
|
(1,708
|
)
|
$
|
(5,836
|
)
|
$
|
45,946
|
|
|
Year ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(24,122
|
)
|
|
$
|
(3,386
|
)
|
(Income) from discontinued operations
|
—
|
|
|
(224
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||
Depreciation, amortization, and accretion
|
4,730
|
|
|
4,033
|
|
||
Impairment loss
|
1,585
|
|
|
—
|
|
||
Provision for bad debts
|
805
|
|
|
303
|
|
||
Provision for obsolete inventory
|
(176
|
)
|
|
1,543
|
|
||
Equity based compensation
|
1,039
|
|
|
651
|
|
||
Change in fair value of contingent consideration
|
(450
|
)
|
|
(1,000
|
)
|
||
Deferred income tax
|
13,809
|
|
|
4,159
|
|
||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||
Accounts receivable
|
3,053
|
|
|
325
|
|
||
Inventories
|
(815
|
)
|
|
2,948
|
|
||
Income tax receivable/(payable)
|
—
|
|
|
261
|
|
||
Other current assets
|
958
|
|
|
(182
|
)
|
||
Other assets
|
(197
|
)
|
|
(522
|
)
|
||
Accounts payable
|
(1,688
|
)
|
|
(2,355
|
)
|
||
Accrued expenses
|
(3,274
|
)
|
|
49
|
|
||
Customer deposits and deferred service revenue
|
1,349
|
|
|
(6,905
|
)
|
||
Other long-term liabilities
|
(455
|
)
|
|
154
|
|
||
Net cash used in operating activities-continuing operations
|
(3,849
|
)
|
|
(148
|
)
|
||
Net cash provided by operating activities-discontinued operations
|
—
|
|
|
462
|
|
||
Net cash (used in) provided by operating activities
|
(3,849
|
)
|
|
314
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
(3,948
|
)
|
|
(5,071
|
)
|
||
Capitalization of software costs
|
(3,892
|
)
|
|
(3,786
|
)
|
||
Proceeds from sale of real estate
|
1,126
|
|
|
—
|
|
||
Net cash used in investing activities
|
(6,714
|
)
|
|
(8,857
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payments of long-term debt
|
(380
|
)
|
|
(187
|
)
|
||
Payments of other borrowings
|
(50,470
|
)
|
|
(22,200
|
)
|
||
Proceeds from other borrowings
|
57,339
|
|
|
23,150
|
|
||
Proceeds from note receivable
|
—
|
|
|
3,794
|
|
||
Proceeds from exercise of stock awards
|
860
|
|
|
1,500
|
|
||
Net cash provided by financing activities
|
7,349
|
|
|
6,057
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
99
|
|
|
31
|
|
||
Net decrease in cash and cash equivalents
|
(3,115
|
)
|
|
(2,455
|
)
|
||
Cash and cash equivalents at beginning of period
|
6,600
|
|
|
9,055
|
|
||
Cash and cash equivalents at end of period
|
3,485
|
|
|
6,600
|
|
||
|
|
|
|
||||
|
|
|
|
|
Year ended December 31
(in thousands)
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Foreign currency (loss) / gain
|
$
|
(258
|
)
|
|
$
|
39
|
|
Rental loss-net
|
(865
|
)
|
|
(683
|
)
|
||
Gain on sale of real estate
|
649
|
|
|
—
|
|
||
Fair value adjustment contingent consideration
|
450
|
|
|
1,000
|
|
||
Other
|
330
|
|
|
273
|
|
||
Other income, net
|
$
|
306
|
|
|
$
|
629
|
|
|
December 31,
(in thousands)
|
|
||||||
|
2018
|
|
2017
|
Estimated Useful Life
|
||||
Acquired and internally developed software costs
|
$
|
21,977
|
|
|
$
|
19,670
|
|
3 - 7 years
|
Customer relationships
|
160
|
|
|
160
|
|
7 years
|
||
Non-compete agreements
|
30
|
|
|
30
|
|
1 year
|
||
|
22,167
|
|
|
19,860
|
|
|
||
Less accumulated amortization
|
(11,708
|
)
|
|
(8,190
|
)
|
|
||
|
$
|
10,459
|
|
|
$
|
11,670
|
|
|
Trademarks, trade names (non-amortizable)
|
400
|
|
|
400
|
|
N/A
|
||
|
$
|
10,859
|
|
|
$
|
12,070
|
|
|
2019
|
$
|
3,198
|
|
2020
|
2,698
|
|
|
2021
|
1,856
|
|
|
2022
|
879
|
|
|
2023
|
497
|
|
|
Thereafter
|
1,331
|
|
|
Total
|
$
|
10,459
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Loss from continuing operations
|
$
|
(24,122
|
)
|
|
$
|
(3,610
|
)
|
|
|
|
|
||||
Basic:
|
|
|
|
||||
Weighted average shares outstanding at beginning of year
|
15,949
|
|
|
15,675
|
|
||
Weighted average shares issued during the year, net
|
92
|
|
|
274
|
|
||
Weighted average common shares, basic
|
16,041
|
|
|
15,949
|
|
||
Loss from continuing operations per common share, basic
|
$
|
(1.50
|
)
|
|
$
|
(0.23
|
)
|
|
|
|
|
||||
Diluted:
|
|
|
|
||||
Weighted average common shares, basic
|
16,041
|
|
|
15,949
|
|
||
Dilutive impact of stock options and restricted stock awards
|
—
|
|
|
—
|
|
||
Weighted average common shares, diluted
|
16,041
|
|
|
15,949
|
|
||
Loss from continuing operations per common share, diluted
|
$
|
(1.50
|
)
|
|
$
|
(0.23
|
)
|
|
December 31,
(in thousands)
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Income from discontinued operations before income taxes
|
$
|
—
|
|
|
$
|
284
|
|
Provision for income taxes
|
—
|
|
|
(60
|
)
|
||
Income from discontinued operations, net of taxes
|
$
|
—
|
|
|
$
|
224
|
|
|
As of December 31, 2018
|
|||||
|
Current - under one year
|
Non-current - over one year
|
||||
Restaurant
|
$
|
9,320
|
|
$
|
4,407
|
|
Government
|
325
|
|
—
|
|
||
TOTAL
|
$
|
9,645
|
|
$
|
4,407
|
|
|
As of December 31, 2017
|
|||
|
Current - under one year
|
Non-current - over one year
|
||
Restaurant
|
6,199
|
|
2,668
|
|
Government
|
585
|
|
—
|
|
TOTAL
|
6,784
|
|
2,668
|
|
|
Twelve months ended December 31, 2018
|
|||||
|
Restaurant/Retail - Point in Time
|
Restaurant/Retail - Over Time
|
Government - Over Time
|
|||
Restaurant
|
98,353
|
|
29,713
|
|
—
|
|
Grocery
|
2,907
|
|
3,096
|
|
—
|
|
Mission Systems
|
—
|
|
—
|
|
34,796
|
|
ISR Solutions
|
—
|
|
—
|
|
32,381
|
|
TOTAL
|
101,260
|
|
32,809
|
|
67,177
|
|
|
December 31,
(in thousands)
|
||||||
|
2018
|
|
2017
|
||||
Government segment:
|
|
|
|
||||
Billed
|
$
|
9,100
|
|
|
$
|
9,028
|
|
Advanced billings
|
(563
|
)
|
|
(1,977
|
)
|
||
|
8,537
|
|
|
7,051
|
|
||
Restaurant/Retail segment:
|
|
|
|
||||
Accounts receivable - net
|
17,682
|
|
|
23,026
|
|
||
|
$
|
26,219
|
|
|
$
|
30,077
|
|
|
December 31,
(in thousands)
|
||||||
|
2018
|
|
2017
|
||||
Finished Goods
|
$
|
12,472
|
|
|
$
|
9,535
|
|
Work in process
|
67
|
|
|
766
|
|
||
Component parts
|
4,716
|
|
|
5,480
|
|
||
Service parts
|
5,482
|
|
|
5,965
|
|
||
|
$
|
22,737
|
|
|
$
|
21,746
|
|
|
December 31,
(in thousands)
|
||||||
|
2018
|
|
2017
|
||||
Land
|
$
|
199
|
|
|
$
|
253
|
|
Building and improvements
|
6,444
|
|
|
6,205
|
|
||
Rental property
|
2,749
|
|
|
5,650
|
|
||
Furniture and equipment
|
21,558
|
|
|
18,196
|
|
||
|
30,950
|
|
|
30,304
|
|
||
Less accumulated depreciation
|
(18,375
|
)
|
|
(19,549
|
)
|
||
|
$
|
12,575
|
|
|
$
|
10,755
|
|
2019
|
1,652
|
|
|
2020
|
1,006
|
|
|
2021
|
902
|
|
|
2022
|
752
|
|
|
2023
|
574
|
|
|
Thereafter
|
75
|
|
|
|
$
|
4,961
|
|
|
No. of Shares
(in thousands)
|
|
Weighted
Average
Exercise Price
|
|
Aggregate
Intrinsic Value (in
thousands)
|
|||||
Outstanding at December 31, 2017
|
761
|
|
|
$
|
5.80
|
|
|
$
|
2,748
|
|
Options granted
|
101
|
|
|
19.36
|
|
|
|
|||
Options exercised
|
(168
|
)
|
|
5.19
|
|
|
|
|||
Forfeited and canceled
|
(16
|
)
|
|
13.93
|
|
|
|
|||
Expired
|
—
|
|
|
—
|
|
|
|
|||
Outstanding at December 31, 2018
|
678
|
|
|
$
|
7.89
|
|
|
|
|
|
Vested and expected to vest at December 31, 2018
|
674
|
|
|
$
|
7.71
|
|
|
|
|
|
Total shares exercisable as of December 31, 2018
|
497
|
|
|
$
|
5.62
|
|
|
|
|
|
Shares remaining available for grant
|
583
|
|
|
|
|
|
|
|
|
2018
|
2017
|
||
Expected option life
|
3.7 years
|
|
3.7 years
|
|
Weighted average risk-free interest rate
|
2.2
|
%
|
2.2
|
%
|
Weighted average expected volatility
|
36
|
%
|
36
|
%
|
Expected dividend yield
|
0
|
%
|
0
|
%
|
Range of
Exercise Prices
|
|
Number
Outstanding
(in thousands)
|
|
Weighted
Average
Remaining Life
|
|
Weighted
Average
Exercise
Price
|
|||
|
|
|
|
|
|
|
|||
$4.72 - $22.18
|
|
678
|
|
|
6.96 years
|
|
$
|
7.89
|
|
Non-vested restricted stock awards (in thousands)
|
Shares
|
|
Weighted
Average grant-
date fair value
|
|||
Balance at January 1, 2018
|
158
|
|
|
$
|
6.49
|
|
Granted
|
79
|
|
|
17.08
|
|
|
Vested
|
(31
|
)
|
|
10.81
|
|
|
Forfeited and canceled
|
(13
|
)
|
|
10.21
|
|
|
Balance at December 31, 2018
|
193
|
|
|
$
|
9.88
|
|
|
Year ended December 31,
(in thousands)
|
||||||
|
2018
|
|
2017
|
||||
Current income tax:
|
|
|
|
||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
State
|
293
|
|
|
122
|
|
||
Foreign
|
41
|
|
|
227
|
|
||
|
334
|
|
|
349
|
|
||
Deferred income tax:
|
|
|
|
||||
Federal
|
12,004
|
|
|
4,029
|
|
||
State
|
1,805
|
|
|
(381
|
)
|
||
|
13,809
|
|
|
3,648
|
|
||
Provision for income taxes
|
$
|
14,143
|
|
|
$
|
3,997
|
|
|
December 31,
(in thousands)
|
||||||
|
2018
|
|
2017
|
||||
Deferred tax (liabilities) assets:
|
|
|
|
||||
Software development costs
|
$
|
(1,954
|
)
|
|
$
|
(2,119
|
)
|
Acquired intangible assets
|
(676
|
)
|
|
(913
|
)
|
||
Gross deferred tax liabilities
|
(2,630
|
)
|
|
(3,032
|
)
|
||
|
|
|
|
||||
Allowances for bad debts and inventory
|
2,785
|
|
|
2,958
|
|
||
Capitalized inventory costs
|
116
|
|
|
109
|
|
||
Intangible assets
|
420
|
|
|
672
|
|
||
Employee benefit accruals
|
1,742
|
|
|
1,282
|
|
||
Federal net operating loss carryforward
|
6,512
|
|
|
4,941
|
|
||
State net operating loss carryforward
|
2,112
|
|
|
1,540
|
|
||
Tax credit carryforwards
|
6,176
|
|
|
6,064
|
|
||
Foreign currency
|
—
|
|
|
33
|
|
||
Depreciation on property, plant and equipment
|
373
|
|
|
168
|
|
||
Other
|
722
|
|
|
727
|
|
||
Gross deferred tax assets
|
20,958
|
|
|
18,494
|
|
||
|
|
|
|
||||
Less valuation allowance
|
(18,328
|
)
|
|
(1,653
|
)
|
||
|
|
|
|
||||
Net deferred tax assets
|
$
|
—
|
|
|
$
|
13,809
|
|
|
Year ended December 31,
(in thousands)
|
||||||
|
2018
|
|
2017
|
||||
Revenues:
|
|
|
|
||||
Restaurant/Retail
|
$
|
134,069
|
|
|
$
|
171,593
|
|
Government
|
67,177
|
|
|
61,012
|
|
||
Total
|
$
|
201,246
|
|
|
$
|
232,605
|
|
|
|
|
|
||||
Operating (loss) income :
|
|
|
|
||||
Restaurant/Retail
|
$
|
(14,399
|
)
|
|
$
|
(2,761
|
)
|
Government
|
6,886
|
|
|
6,523
|
|
||
Other
|
(2,385
|
)
|
|
(3,883
|
)
|
||
|
(9,898
|
)
|
|
(121
|
)
|
||
Other income, net
|
306
|
|
|
629
|
|
||
Interest expense, net
|
(387
|
)
|
|
(121
|
)
|
||
Income from continuing operations before provision for income taxes
|
$
|
(9,979
|
)
|
|
$
|
387
|
|
|
|
|
|
||||
Identifiable assets:
|
|
|
|
||||
Restaurant/Retail
|
$
|
68,004
|
|
|
$
|
74,257
|
|
Government
|
9,867
|
|
|
8,714
|
|
||
Other
|
16,810
|
|
|
31,653
|
|
||
Total
|
$
|
94,681
|
|
|
$
|
114,624
|
|
|
|
|
|
||||
Goodwill:
|
|
|
|
||||
Restaurant/Retail
|
$
|
10,315
|
|
|
$
|
10,315
|
|
Government
|
736
|
|
|
736
|
|
||
Total
|
$
|
11,051
|
|
|
$
|
11,051
|
|
|
|
|
|
||||
Depreciation, amortization and accretion:
|
|
|
|
||||
Restaurant/Retail
|
$
|
4,109
|
|
|
$
|
3,469
|
|
Government
|
32
|
|
|
21
|
|
||
Other
|
589
|
|
|
543
|
|
||
Total
|
$
|
4,730
|
|
|
$
|
4,033
|
|
|
|
|
|
||||
Capital expenditures including software costs:
|
|
|
|
||||
Restaurant/Retail
|
$
|
4,307
|
|
|
$
|
3,994
|
|
Government
|
124
|
|
|
7
|
|
||
Other
|
3,409
|
|
|
4,856
|
|
||
Total
|
$
|
7,840
|
|
|
$
|
8,857
|
|
|
Level 3 Inputs
|
||
|
Liabilities
|
||
Balance at December 31, 2017
|
$
|
3,000
|
|
New level 3 liability
|
—
|
|
|
Change in fair value of contingent consideration liability
|
(450
|
)
|
|
Transfers into or out of Level 3
|
—
|
|
|
Balance at December 31, 2018
|
$
|
2,550
|
|
Item 9
.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
.
|
Item 10
.
|
Directors, Executive Officers and Corporate Governance
.
|
Item 11
.
|
Executive Compensation
.
|
Item 12
.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
.
|
Item 13
.
|
Certain Relationships and Related Transactions, and Director Independence
.
|
Item 14
.
|
Principal Accounting Fees and Services
.
|
Item 15
.
|
Exhibits and Financial Statement Schedules
|
|
|
Incorporated by reference into this Annual
Report on Form 10-K
|
||
Exhibit
Number
|
Exhibit Description |
Form (File No.)
|
Exhibit
|
Date Filed
|
|
|
|
|
|
10.2 ††
|
Form S-8 (File No. 333-187246)
|
4.1
|
3/14/2013
|
|
|
|
|
|
|
10.3 ††
|
|
Form 10-Q (File No. 001-09720)
|
10.1
|
8/8/2013
|
|
|
|
|
|
10.4 ††
|
Form 10-K (File No. 001-09720)
|
10.17
|
3/14/2014
|
|
|
|
|
|
|
10.5 ††
|
Form 10-K (File No. 001-09720)
|
10.21
|
3/31/2015
|
|
|
|
|
|
|
10.6 ††
|
Form 10-K (File No. 001-09720)
|
10.23
|
3/31/2015
|
|
|
|
|
|
|
10.7 ***
|
Form 10-Q (File No. 001-09720)
|
10.1
|
11/14/2014
|
|
|
|
|
|
|
10.8
|
Form 10-Q (File No. 001-09720)
|
10.2
|
11/14/2014
|
|
|
Incorporated by reference into this Annual
Report on Form 10-K
|
||
Exhibit
Number
|
Exhibit Description |
Form (File No.)
|
Exhibit
|
Date Filed
|
|
|
|
|
|
10.9 ***
|
Form 10-K (File No. 001-09720)
|
10.24
|
3/31/2015
|
|
|
|
|
|
|
10.10
|
Form 10-K (File No. 001-09720)
|
10.29
|
3/30/2016
|
|
|
|
|
|
|
10.11
|
Form 10-Q (File No. 001-09720)
|
10.1
|
8/8/2016
|
|
|
|
|
|
|
10.12
|
Form 10-Q (File No. 001-09720)
|
10.1
|
11/14/2016
|
|
|
|
|
|
|
10.13 ††
|
Form S-8 (File No. 333-208063)
|
4.2
|
11/16/2015
|
|
|
|
|
|
|
10.14 ††
|
Form S-8 (File No. 333-208063)
|
4.3
|
11/16/2015
|
|
|
Incorporated by reference into this Annual
Report on Form 10-K
|
||
Exhibit
Number
|
Exhibit Description |
Form (File No.)
|
Exhibit
|
Date Filed
|
31.1
|
|
|
Filed herewith
|
|
|
|
|
|
|
31.2
|
|
|
Filed herewith
|
|
|
|
|
|
|
32.1
|
|
|
Furnished herewith
|
|
|
|
|
|
|
32.2
|
|
|
Furnished herewith
|
|
|
|
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
Filed herewith
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
Filed herewith
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
Filed herewith
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
Filed herewith
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
Filed herewith
|
|
|
|
|
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101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
Filed herewith
|
|
PAR TECHNOLOGY CORPORATION
|
|
|
March 18, 2019
|
/s/ Savneet Singh
|
|
Savneet Singh
|
|
Interim Chief Executive Officer & President
|
|
(Principal Executive Officer)
|
Signatures
|
|
Title
|
Date
|
|
|
|
|
/s/ Savneet Singh
|
|
Interim Chief Executive Officer, President & Director
|
|
Savneet Singh
|
|
(Principal Executive Officer)
|
March 18, 2019
|
|
|
|
|
/s/ Bryan A. Menar
|
|
Chief Financial and Accounting Officer
|
|
Bryan A. Menar
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
March 18, 2019
|
|
|
|
|
/s/ Cynthia A. Russo
|
|
|
|
Cynthia A. Russo
|
|
Director
|
March 18, 2019
|
|
|
|
|
/s/ Douglas G. Rauch
|
|
|
|
Douglas G. Rauch
|
|
Director
|
March 18, 2019
|
|
|
|
|
/s/ John W. Sammon
|
|
|
|
John W. Sammon
|
|
Director
|
March 18, 2019
|
|
|
|
|
/s/ James C. Stoffel
|
|
|
|
James C. Stoffel
|
|
Director
|
March 18, 2019
|
1 Year PAR Technology Chart |
1 Month PAR Technology Chart |
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