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): August 6, 2015

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))
 
Item 2.02 Results of Operations and Financial Condition.

(a) The information, including Exhibits attached hereto, in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

(b) On August 6, 2015, PAR Technology Corporation issued a press release announcing its results of operations for the quarterly period ending June 30, 2015. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

99.1 Press Release dated August 6, 2015.
 
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 thereunto duly authorized.

 
PAR TECHNOLOGY CORPORATION
 
(Registrant)
   
Date:  August 6, 2015
/s/Matthew J. Trinkaus
 
Matthew J. Trinkaus
 
Chief Accounting Officer & Corporate Controller
 
 
FOR RELEASE:
 
CONTACT:
  
New Hartford, NY, August 6, 2015
 
Christopher R. Byrnes (315) 738-0600 ext. 6226
cbyrnes@partech.com,  www.partech.com
 
PAR TECHNOLOGY CORPORATION ANNOUNCES

2015 SECOND QUARTER RESULTS

· Revenues Grow 10.3% in the Quarter – 7.9% in the First Six Months of 2015

New Hartford, NY- August 6, 2015 -- PAR Technology Corporation (NYSE: PAR) today announced results for the second quarter ended June 30, 2015.
 
Summary of Fiscal 2015 Second Quarter and Year-to-Date Financial Results
 
· Revenue increased 10.3% to $63.3 million in the second quarter of fiscal 2015, compared to $57.4 million in the same period in 2014.
· Non-GAAP net income in the second quarter of fiscal 2015 was $0.6 million, or $0.04 per diluted share, compared to a non-GAAP net loss of $0.3 million, or $0.02 loss per share, in the same period in 2014.
· GAAP net income in the second quarter of fiscal 2015 was $0.1 million, or $0.01 per diluted share, compared to a GAAP net loss of $0.5 million, or $0.03 loss per share, in the same period in 2014.

· Revenue increased 7.9% to $122.9 million in the first six months of fiscal 2015, compared to $113.9 million in the same period in 2014.
· Non-GAAP net income in the first six months of fiscal 2015 was $0.6 million, or $0.04 per diluted share, compared to a non-GAAP net loss of $1.0 million or $0.06 loss per share, in the same period in 2014.
· GAAP net loss in the first six months of fiscal 2015 was $0.3 million or $0.02 loss per share, compared to a GAAP net loss of $1.5 million, or $0.10 loss per share, in the same period in 2014.
 
Commenting on the second quarter results, Ronald J. Casciano, Chief Executive Officer & President, stated, “We are pleased with the quarterly performance and the progress being made in both of our business segments as they delivered revenue and income growth in the quarter.  We are seeing strong interest in our new hospitality technology products, specifically our Brink POS™ software, and are encouraged by the recent new customer wins in this segment. Our Government segment also had a strong second quarter and delivered double digit revenue growth and improved profits for the quarter when compared to the same period in 2015.  Going forward we fully expect to build upon our recent progress by focusing on alignment, innovation and execution to compete and succeed in the markets we serve.”
 
The Company previously stated its intention to make strategic and operational improvements involving its hospitality segment, primarily in its international operations to focus on global delivery of its software solutions.  This restructuring realigns sales and support functions with US-based operations, increases efficiencies and reduces operating costs.  In connection with this restructuring, the Company’s GAAP results include a one-time pre-tax charge in the second quarter of $416,000.

A reconciliation and description of non-GAAP financial measures to their comparable GAAP financial measures are included in the tables following this news release.
 
Certain Company information in this release or statements made by its spokespersons from time to time may contain forward-looking statements.  Any statements in this document that do and not describe historical facts are forward-looking statements.  Forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Investors are cautioned that all forward-looking statements involve risks and uncertainties, including without limitation, delays in new product introduction, risks in technology development and commercialization, risks in product development and market acceptance of and demand for the Company’s products, risks of downturns in economic conditions generally, and in the quick service sector of the restaurant market specifically, risks of intellectual property rights associated with competition and competitive pricing pressures, risks associated with foreign sales and high customer concentration, and other risks detailed in the Company’s filings with the Securities and Exchange Commission.

About PAR Technology Corporation
 
PAR Technology Corporation's stock is traded on the New York Stock Exchange under the symbol PAR.  PAR’s Hospitality segment has been a leading provider of restaurant and retail technology for more than 30 years.  PAR offers technology solutions for the full spectrum of restaurant operations, from large chain and independent table service restaurants to international quick service chains.  PAR’s Hospitality business also provides hotel management systems with a complete suite of powerful tools for guest management, recreation management, and timeshare/condo management.  In addition, PAR offers the spa industry a leading management application specifically designed to support the unique needs of the resort spa and day spa markets, a rapidly growing hospitality segment.  Products from PAR also can be found in retailers, cinemas, cruise lines, stadiums and food service companies. PAR’s Government Business is a leader in providing computer-based system design, engineering and technical services to the Department of Defense and various federal agencies. Visit www.partech.com for more information.
 
There will be a conference call at 4:45 p.m. (Eastern) on August 6, 2015, during which the Company’s management will discuss the financial results for the second quarter of 2015.  To participate in the call, please call 866-868-9502, approximately 10 minutes in advance.  No passcode is required to participate in the live call or to listen to the replay version.  Individual & Institutional Investors will have the opportunity to listen to the conference call/event over the internet by visiting PAR’s website at www.partech.com.  Alternatively, listeners may access an archived version of the presentation call through August 13, 2015 by dialing 855-859-2056.

###
 
PAR TECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
(Unaudited)

Assets
  
June 30,
2015
    
December 31,
2014
  
Current assets:
        
Cash and cash equivalents
  
$
5,136
    
$
10,167
  
Accounts receivable-net
    
34,467
      
31,445
  
Inventories-net
    
24,936
      
25,922
  
Deferred income taxes
    
5,583
      
4,512
  
Other current assets
    
4,352
      
4,597
  
Total current assets
    
74,474
      
76,643
  
Property, plant and equipment - net
    
6,353
      
6,135
  
Deferred income taxes
    
10,948
      
11,357
  
Goodwill
    
17,167
      
17,167
  
Intangible assets - net
    
22,863
      
22,952
  
Other assets
    
3,676
      
3,043
  
Total Assets
  
$
135,481
    
$
137,297
  
Liabilities and Shareholders’ Equity
                
Current liabilities:
                
Current portion of long-term debt
  
$
3,176
    
$
3,173
  
Borrowings under line of credit
    
3,276
      
5,000
  
Accounts payable
    
15,422
      
19,676
  
Accrued salaries and benefits
    
6,376
      
6,429
  
Accrued expenses
    
6,150
      
6,578
  
Customer deposits
    
4,078
      
2,345
  
Deferred service revenue
    
16,175
      
12,695
  
Income taxes payable
    
373
      
475
  
Total current liabilities
    
55,026
      
56,371
  
Long-term debt
    
2,528
      
2,566
  
Other long-term liabilities
    
8,765
      
8,847
  
Total liabilities
    
66,319
      
67,784
  
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; 17,250,209 and 17,274,708 shares issued; 15,542,100 and 15,566,599 outstanding
    
345
      
346
  
Capital in excess of par value
    
45,066
      
44,854
  
Retained earnings
    
31,181
      
31,465
  
Accumulated other comprehensive loss
    
(1,594
)
    
(1,316
)
Treasury stock, at cost, 1,708,109 shares
    
(5,836
)
    
(5,836
)
Total shareholders’ equity
    
69,162
      
69,513
  
Total Liabilities and Shareholders’ Equity
  
$
135,481
    
$
137,297
  
 
PAR TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except per share amounts)
(Unaudited)
 
   
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,
  
   
2015
    
2014
    
2015
    
2014
  
Net revenues:
                
Product
  
$
25,802
    
$
22,953
    
$
47,488
    
$
41,545
  
Service
    
15,929
      
14,920
      
30,031
      
29,170
  
Contract
    
21,561
      
19,529
      
45,397
      
43,228
  
     
63,292
      
57,402
      
122,916
      
113,943
  
Costs of sales:
                                
Product
    
18,172
      
15,815
      
33,013
      
28,718
  
Service
    
10,404
      
10,831
      
19,724
      
20,384
  
Contract
    
20,189
      
18,495
      
42,663
      
40,567
  
     
48,765
      
45,141
      
95,400
      
89,669
  
Gross margin
    
14,527
      
12,261
      
27,516
      
24,274
  
Operating expenses:
                                
Selling, general and administrative
    
9,253
      
9,513
      
18,317
      
18,776
  
Research and development
    
4,420
      
3,761
      
8,765
      
7,625
  
Acquisition amortization
    
249
      
-
      
498
      
-
  
     
13,922
      
13,274
      
27,580
      
26,401
  
Operating income (loss):
    
605
      
(1,013
)
    
(64
)
    
(2,127
)
Other (expense) income, net
    
(10
)
    
406
      
(239
)
    
328
  
Interest expense
    
(85
)
    
(25
)
    
(171
)
    
(42
)
Income (loss) before (provision for) benefit from income taxes
    
510
      
(632
)
    
(474
)
    
(1,841
)
(Provision for) benefit from income taxes
    
(409
)
    
113
      
190
      
333
  
Net income (loss)
  
$
101
    
$
(519
)
  
$
(284
)
  
$
(1,508
)
                                 
Earnings (loss) per Share:
                                
Basic
  
$
0.01
    
$
(0.03
)
  
$
(0.02
)
  
$
(0.10
)
Diluted
  
$
0.01
    
$
(0.03
)
  
$
(0.02
)
  
$
(0.10
)
                                 
Weighted average shares outstanding
                                
Basic
    
15,584
      
15,612
      
15,541
      
15,473
  
Diluted
    
15,671
      
15,612
      
15,541
      
15,473
  
 
PAR TECHNOLOGY CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL RESULTS
(in thousands, except per share data)
(Unaudited)

   
For the three months ended June 30, 2015
    
For the three months ended June 30, 2014
  
   
Reported basis (GAAP)
    
Adjustments
    
Comparable basis (Non-GAAP)
    
Reported basis (GAAP)
    
Adjustments
    
Comparable basis (Non-GAAP)
  
                         
Net revenues
  
$
63,292
      
-
      
63,292
    
$
57,402
      
-
      
57,402
  
Costs of sales
    
48,765
      
85
      
48,680
      
45,141
      
-
      
45,141
  
Gross Margin
    
14,527
      
85
      
14,612
      
12,261
      
-
      
12,261
  
                                                 
Operating Expenses
                                                
Selling, general and administrative
    
9,253
      
346
      
8,907
      
9,513
      
278
      
9,235
  
Research and development
    
4,420
      
13
      
4,407
      
3,761
      
-
      
3,761
  
Acquisition amortization
    
249
      
249
      
-
      
-
              
-
  
Total operating expenses
    
13,922
      
608
      
13,314
      
13,274
      
278
      
12,996
  
Operating income (loss)
    
605
      
693
      
1,298
      
(1,013
)
    
278
      
(735
)
Other (expense) income, net
    
(10
)
    
-
      
(10
)
    
406
      
-
      
406
  
Interest expense
    
(85
)
    
25
      
(60
)
    
(25
)
    
-
      
(25
)
Income (loss) before (provision for) benefit from income taxes
    
510
      
718
      
1,228
      
(632
)
    
278
      
(354
)
(Provision for) benefit from income taxes
    
(409
)
    
(266
)
    
(675
)
    
113
      
(95
)
    
18
  
Net income (loss)
  
$
101
    
$
452
    
$
553
    
$
(519
)
  
$
183
    
$
(336
)
Earnings (loss) per diluted share
  
$
0.01
            
$
0.04
    
$
(0.03
)
          
$
(0.02
)

The Company reports its financial results in accordance with GAAP, which refers financial information presented in accordance with generally accepted accounting principles in the United States.  However, non-GAAP adjusted financial measures, as defined in the reconciliation table above, are provided herein because management uses such measures in evaluating the results of the operations of the Company and believes this information provides investors better insight into underlying business trends and performance.  Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company's reported results prepared in accordance with GAAP.

During the second quarter of 2015, the Company recorded severance and other related charges of $416,000, of which $85,000 is included in cost of sales, $13,000 is included in research and development and $318,000 is included in selling, general and administrative.  Also included within selling, general and administrative is equity based compensation charges of $28,000.  Lastly, related to the acquisition of Brink, the Company recognized amortization of acquired intangible assets of $249,000 and accreted interest of $25,000.  During the second quarter of 2014, the Company recorded a charge of $278,000 for equity based compensation expense.  The aforementioned charges, along with an associated adjustment to the Company’s provision for income taxes have been excluded in the Company’s non-GAAP measures because they are considered non-recurring in nature and/or are quantitatively and qualitatively different from the Company’s core operations during any particular period.
 
PAR TECHNOLOGY CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL RESULTS
(in thousands, except per share data)
(Unaudited)

   
For the six months ended June 30, 2015
    
For the six months ended June 30, 2014
  
   
Reported basis (GAAP)
    
Adjustments
    
Comparable basis (Non-GAAP)
    
Reported basis (GAAP)
    
Adjustments
    
Comparable basis (Non-GAAP)
  
                         
Net revenues
  
$
122,916
      
-
    
$
122,916
    
$
113,943
      
-
    
$
113,943
  
Costs of sales
    
95,400
      
151
      
95,249
      
89,669
      
-
      
89,669
  
Gross Margin
    
27,516
      
151
      
27,667
      
24,274
      
-
      
24,274
  
                                                 
Operating Expenses
                                                
Selling, general and administrative
    
18,317
      
706
      
17,611
      
18,776
      
802
      
17,974
  
Research and development
    
8,765
      
13
      
8,752
      
7,625
              
7,625
  
Acquisition amortization
    
498
      
498
      
-
      
-
              
-
  
Total operating expenses
    
27,580
      
1,217
      
26,363
      
26,401
      
802
      
25,599
  
Operating income (loss)
    
(64
)
    
1,368
      
1,304
      
(2,127
)
    
802
      
(1,325
)
Other (expense) income, net
    
(239
)
    
-
      
(239
)
    
328
      
-
      
328
  
Interest expense
    
(171
)
    
51
      
(120
)
    
(42
)
    
-
      
(42
)
Income (loss) before (provision for) benefit from income taxes
    
(474
)
    
1,419
      
945
      
(1,841
)
    
802
      
(1,039
)
(Provision for) benefit from income taxes
    
190
      
(525
)
    
(335
)
    
333
      
(273
)
    
60
  
Net income (loss)
  
$
(284
)
  
$
894
    
$
610
    
$
(1,508
)
  
$
529
    
$
(979
)
Earnings (loss) per diluted share
  
$
(0.02
)
          
$
0.04
    
$
(0.10
)
          
$
(0.06
)

During the six months ended June 30, 2015, the Company recorded severance and other related charges of $597,000, of which $151,000 is included in cost of sales, $13,000 is included in research and development and $433,000 is included in selling, general and administrative.  Also included within selling, general and administrative is equity based compensation charges of $273,000.  Lastly, related to the acquisition of Brink, the Company recognized amortization of acquired intangible assets of $498,000 and accreted interest of $51,000.  During the six months ended June 30, 2014, the Company recorded a charge of $802,000 for equity based compensation expense.  The aforementioned charges, along with an associated adjustment to the Company’s provision for income taxes have been excluded in the Company’s non-GAAP measures because they are considered non-recurring in nature and/or are quantitatively and qualitatively different from the Company’s core operations during any particular period.
 
 
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