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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): November 9, 2023
New PAR Logo.jpg
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 November 9, 2023, PAR Technology Corporation (“Company”) issued a press release to report its financial results for the quarter ended September 30, 2023. 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 November 9, 2023, during which management will discuss the Company's financial results for the third quarter ended September 30, 2023. To participate on the conference call, please register in advance via the link provided at https://www.partech.com/investor-relations/. After registering, a confirmation email will be sent including dial-in details and unique conference call codes for entry. Registration is open throughout the live call, but to ensure you are connected for the full call we suggest registering at least 10 minutes before the start of the call. The conference call will also be webcast live. To access the webcast, please visit https://www.partech.com/investor-relations/; a recording of the webcast will be available on the site after the event.

The Company's quarterly earnings presentation containing additional information for the quarter ended September 30, 2023 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:November 9, 2023
/s/ Bryan A. Menar
Bryan A. Menar
Chief Financial Officer
(Principal Financial Officer)


Exhibit 99.1
newparlogoa.jpg            
FOR RELEASE:
CONTACT:
 New Hartford, NY, November 9, 2023
Christopher R. Byrnes (315) 738-0600 ext. 6226
cbyrnes@partech.com, www.partech.com


PAR TECHNOLOGY CORPORATION ANNOUNCES THIRD QUARTER 2023 RESULTS
Total quarterly revenues increased 15.5% year-over-year from Q3 '22

Subscription service revenues increased 24.6% year-over-year from Q3 '22

Annual Recurring Revenue (ARR)(1) grew to $128.3 million - a 20.4% year-over-year increase from Q3 '22

New Hartford, NY - November 9, 2023 -- PAR Technology Corporation (NYSE: PAR) (“PAR Technology” or the “Company”) today announced its financial results for the third quarter ended September 30, 2023.

Summary of Fiscal 2023 Third Quarter
Revenues were reported at $107.1 million for the three months ended September 30, 2023, a 15.5% increase compared to $92.8 million for the same period in 2022.
Net loss for the three months ended September 30, 2023 was $15.5 million, or $0.56 net loss per share, compared to a net loss of $21.3 million, or $0.79 net loss per share reported for the same period in 2022.
EBITDA(1) for the three months ended September 30, 2023 was a loss of $6.9 million compared to a loss of $12.2 million for the same period in 2022.
Adjusted EBITDA(1) for the three months ended September 30, 2023 was a loss of $2.6 million compared to an Adjusted EBITDA loss of $8.0 million for the same period in 2022.
Adjusted net loss(1) for the three months ended September 30, 2023 was $5.8 million, or $0.21 adjusted diluted net loss per share(1), compared to an adjusted net loss of $11.9 million, or $0.44 adjusted diluted net loss per share, for the same period in 2022.

Summary of Year-to-Date Financial Results
Revenues were reported at $308.1 million for the nine months ended September 30, 2023, a 19.4% increase compared to $258.1 million for the same period in 2022.
Net loss for the nine months ended September 30, 2023 was $51.1 million, or $1.86 net loss per share, compared to a net loss of $55.8 million, or $2.06 net loss per share reported for the same period in 2022.
EBITDA for the nine months ended September 30, 2023 was a loss of $24.6 million compared to a loss of $28.6 million for the same period in 2022.
Adjusted EBITDA for the nine months ended September 30, 2023 was a loss of $21.3 million compared to an Adjusted EBITDA loss of $16.0 million for the same period in 2022.
Adjusted net loss for the nine months ended September 30, 2023 was $32.7 million, or $1.19 adjusted diluted net loss per share, compared to an adjusted net loss of $28.9 million, or $1.06 adjusted diluted net loss per share, for the same period in 2022.

Reconciliations and descriptions of non-GAAP financial measures to corresponding GAAP financial measures are included in the tables at the end of this press release.
_______
(1) See “Key Performance Indicators and Non-GAAP Financial Measures” below.





1


The Company's key performance indicators ARR and Active Sites(1) are organized into three subscription service product lines: Guest Engagement (Punchh and MENU), Operator Solutions (Brink POS, PAR Pay, and PAR Payment Services), and Back Office (Data Central).

Highlights of Guest Engagement - Third Quarter 2023(1):
ARR at end of Q3 '23 totaled $62.2 million
New store Activations in Q3 '23 totaled approximately 1,000 sites
Active Sites as of September 30, 2023 totaled 68.1 thousand restaurants

Highlights of Operator Solutions - Third Quarter 2023(1):

ARR at end of Q3 '23 totaled $53.8 million
New store Activations in Q3 '23 totaled approximately 1,200 sites
Bookings in Q3 '23 totaled approximately 1,100 sites
Active Sites as of September 30, 2023 totaled 22.5 thousand restaurants

Highlights of Back Office - Third Quarter 2023(1):
ARR at end of Q3 '23 totaled $12.4 million
New store Activations in Q3 '23 totaled approximately 400 sites
Active Sites as of September 30, 2023 totaled 7.5 thousand restaurants

PAR Technology CEO, Savneet Singh, commented on the results, “As our results for the quarter demonstrated, we continue to build momentum as we scale our business. In the quarter we delivered subscription services revenue growth of 24.6% and ARR growth of 20.4%. With the year-over-year growth in our ARR, a rebound in our subscription services gross margin and our focus on holding operating expenses, we improved and reduced our adjusted EBITDA loss by over 65% from Q3 2022. This quarter also marked a seminal moment in PAR’s history as we announced the exclusive selection of Brink POS and MENU Link by Burger King for their North American traditional restaurants. Already possessing the most comprehensive cloud offering, PAR will continue to deliver a roadmap of innovation to strengthen our offerings while enhancing the customer experience."

Earnings Conference Call.
There will be a conference call at 4:30 p.m. (Eastern) on November 9, 2023, during which management will discuss the Company's financial results for the third quarter ended September 30, 2023. To participate on the conference call, please register in advance via the link provided at https://www.partech.com/investor-relations/. After registering, a confirmation email will be sent including dial-in details and unique conference call codes for entry. Registration is open throughout the live call, but to ensure you are connected for the entire call we suggest registering at least 10 minutes before the start of the call. The conference call will also be webcast live. To access the webcast, please visit https://www.partech.com/investor-relations/; a recording of the webcast will be available on the site after the event.

About PAR Technology Corporation.

For more than 40 years, PAR Technology Corporation’s (NYSE Symbol: PAR) cutting-edge products and services have helped bold and passionate restaurant brands build lasting guest relationships. We are the partner enterprise restaurants rely on when they need to serve amazing moments from open to close, during the most hectic rush hours, and when the world forces them to adapt and overcome. More than 70,000 restaurants in more than 110 countries use PAR’s restaurant point-of-sale, customer loyalty and engagement, payments, omnichannel digital ordering and delivery, and back-office software solutions as well as industry leading hardware and drive-thru offerings. To learn more, visit partech.com or connect with us on LinkedIn, Twitter, Facebook, and Instagram. The Company's Environmental, Social, and Governance report can be found at https://www.partech.com/company/ESG.
_______
(1) See “Key Performance Indicators and Non-GAAP Financial Measures” below.





2


Key Performance Indicators and Non-GAAP Financial Measures.

We monitor certain key performance indicators and non-GAAP financial measures in the evaluation and management of our business; certain key performance indicators and non-GAAP financial measures are provided in this press release because we believe they are useful in facilitating period-to-period comparisons of our business performance. Key performance indicators and non-GAAP financial measures do not reflect and should be viewed independently of our financial performance determined in accordance with GAAP. Key performance indicators and non-GAAP financial measures are not forecasts or indicators of future or expected results and should not have undue reliance placed upon them by investors.

Where non-GAAP financial measures are included in this press release, the most directly comparable GAAP financial measures and a detailed reconciliation between GAAP and non-GAAP financial measures is included in this press release under “Non-GAAP Financial Measures”.

Unless otherwise indicated, financial and operating data included in this press release is as of September 30, 2023.

As used in this press release,

“Annual Recurring Revenue” or “ARR” is the annualized revenue from subscription services, including subscription fees for our SaaS solutions, related software support, and transaction-based payment processing services. We calculate ARR by annualizing the monthly subscription service revenue for all Active Sites as of the last day of each month for the respective reporting period.

“Active Sites” represent locations active on PAR’s subscription services as of the last day of the respective fiscal period.

Activations” are calculated as of the end of each month based on the number of customers that have initiated use of our subscription services. Once “activated”, PAR begins to invoice/bill the customer. In specific cases with Punchh, invoicing takes place before activation take place.

Bookings” are customer purchase orders for subscription services; upon PAR's acceptance, the customer is obligated to purchase the subscription service and pay PAR for the subscription services. In specific cases with Punchh, bookings are added at the time of execution of the relevant master services agreement.

Trademarks.

“PAR®,” “Brink POS®,” “Punchh®,” “MENUTM,” “Data Central®,” "PAR® Pay”, “PAR® Payment Services” and other trademarks appearing in this press release belong to us.


















3


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, financial results, 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 management's 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 about our business, financial condition, and results of operations. Factors, risks, trends and uncertainties 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, among others, a resurgence of COVID-19 cases and the responses of governments, businesses, customers and consumers; unfavorable macroeconomic conditions, such as recession or slowed economic growth, bank failures or other banking industry disruptions, increased interest rates, inflation, and changes in consumer confidence and discretionary spending; geopolitical events, such as the Russia-Ukraine war and escalating tensions between China and Taiwan; the competitive marketplace for talent and its impact on employee recruitment and retention; component shortages, inventory management, and/or manufacturing disruptions and logistics challenges; risks associated with our international operations; our ability to maintain proper and effective internal control over financial reporting; changes in estimates and assumptions we make in connection with the preparation of our financial statements, in building our business and operational plans, and in executing our strategies; and the other factors, risks, trends and uncertainties discussed in our most recent Annual Report on Form 10-K/A and other filings with the Securities and Exchange Commission. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on the information available to us on the date hereof. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities law.


###
4


PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share amounts)

AssetsSeptember 30, 2023December 31, 2022
Current assets:
Cash and cash equivalents$43,136 $70,328 
Cash held on behalf of customers8,758 7,205 
Short-term investments36,717 40,290 
Accounts receivable – net66,441 59,960 
Inventories24,193 37,594 
Other current assets9,516 8,572 
Total current assets188,761 223,949 
Property, plant and equipment – net16,110 12,961 
Goodwill487,073 486,762 
Intangible assets – net96,562 111,097 
Lease right-of-use assets4,303 4,061 
Other assets16,400 16,028 
Total assets$809,209 $854,858 
Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of long-term debt$13,638 $— 
Accounts payable27,229 23,283 
Accrued salaries and benefits15,652 18,936 
Accrued expenses10,578 6,531 
Customers payable8,758 7,205 
Lease liabilities – current portion1,327 1,307 
Customer deposits and deferred service revenue10,066 10,562 
Total current liabilities87,248 67,824 
Lease liabilities – net of current portion3,075 2,868 
Deferred service revenue – noncurrent4,329 5,125 
Long-term debt377,148 389,192 
Other long-term liabilities4,669 14,655 
Total liabilities476,469 479,664 
Shareholders’ equity:
Preferred stock, $.02 par value, 1,000,000 shares authorized, none outstanding— — 
Common stock, $0.02 par value, 58,000,000 shares authorized, 28,877,896 and 28,589,567 shares issued, 27,520,284 and 27,319,045 outstanding at September 30, 2023 and December 31, 2022, respectively574 570 
Additional paid in capital606,836 595,286 
Accumulated deficit(256,327)(205,204)
Accumulated other comprehensive loss(1,507)(1,365)
Treasury stock, at cost, 1,357,612 shares and 1,270,522 shares at September 30, 2023 and December 31, 2022, respectively(16,836)(14,093)
Total shareholders’ equity332,740 375,194 
Total Liabilities and Shareholders’ Equity$809,209 $854,858 

See notes to unaudited interim condensed consolidated financial statements included in the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2023 (the “Quarterly Report”).
5


PAR TECHNOLOGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022
Revenues, net:
Hardware$25,824 $31,343 $78,991 $84,820 
Subscription service31,363 25,170 89,700 69,591 
Professional service11,514 11,840 38,123 36,959 
Contract38,433 24,414 101,301 66,775 
Total revenues, net107,134 92,767 308,115 258,145 
Costs of sales:
Hardware19,295 25,458 63,002 69,666 
Subscription service15,497 13,054 46,655 34,332 
Professional service8,775 10,967 31,925 30,649 
Contract35,381 21,880 94,624 60,356 
Total cost of sales78,948 71,359 236,206 195,003 
Gross margin28,186 21,408 71,909 63,142 
Operating expenses:
Selling, general and administrative26,249 26,543 79,357 75,309 
Research and development14,660 12,843 43,863 33,785 
Amortization of identifiable intangible assets464 465 1,393 1,399 
Adjustment to contingent consideration liability— — (7,500)— 
Gain on insurance proceeds— — (500)— 
Total operating expenses41,373 39,851 116,613 110,493 
Operating loss(13,187)(18,443)(44,704)(47,351)
Other expense, net(373)(179)(337)(804)
Interest expense, net(1,750)(2,140)(5,152)(7,054)
Loss before provision for income taxes(15,310)(20,762)(50,193)(55,209)
Provision for income taxes(206)(578)(930)(629)
Net loss$(15,516)$(21,340)$(51,123)$(55,838)
Net loss per share (basic and diluted)$(0.56)$(0.79)$(1.86)$(2.06)
Weighted average shares outstanding (basic and diluted)27,47227,11027,41227,150
See notes to unaudited interim condensed consolidated financial statements included in the Quarterly Report.





6


PAR TECHNOLOGY CORPORATION
SUPPLEMENTAL INFORMATION
(unaudited)

The following table sets forth certain unaudited supplemental financial data for the seven trailing quarters indicated:

Segment Revenue by Product Line:
20232022
in thousandsQ3Q2Q1Q4Q3Q2Q1
Restaurant/Retail
Hardware$25,824 $26,390 $26,777 $29,590 $31,343 $28,390 $25,073 
Subscription service31,363 30,372 27,965 27,908 25,170 23,150 21,285 
Professional service11,514 12,767 13,842 13,479 11,840 12,631 12,488 
Total Restaurant/Retail$68,701 $69,529 $68,584 $70,977 $68,353 $64,171 $58,846 
Government
Mission systems$8,808 $9,218 $9,383 $8,678 $8,982 $8,883 $8,915 
Intelligence, surveillance, and reconnaissance solutions29,275 21,510 22,216 17,394 14,710 11,747 12,290 
Commercial software350 287 254 601 722 292 234 
Total Government$38,433 $31,015 $31,853 $26,673 $24,414 $20,922 $21,439 
Total Revenue$107,134 $100,544 $100,437 $97,650 $92,767 $85,093 $80,285 

Non-GAAP Financial Measures

The Company reports its financial results in accordance with GAAP. However, the non-GAAP financial measures set forth in the reconciliation tables below 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. 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. In addition, these non-GAAP financial measures should be read in conjunction with the Company’s unaudited interim condensed consolidated financial statements prepared in accordance with GAAP.

Within this press release, the Company makes reference to EBITDA, adjusted EBITDA, adjusted net loss, and adjusted diluted net loss per share which are non-GAAP financial measures. EBITDA represents net loss before income taxes, interest expense, and depreciation and amortization. Adjusted EBITDA represents EBITDA as adjusted to exclude certain non-cash and non-recurring charges including stock-based compensation, acquisition expenses, certain pending litigation expenses, and other non-recurring charges that may not be indicative of our financial performance; and adjusted net loss and adjusted diluted net loss per share represents the exclusion of amortization of acquired intangible assets, certain non-cash and non-recurring charges, including stock-based compensation, acquisition expense, certain pending litigation expenses, and other non-recurring charges that may not be indicative of our financial performance.

7


The Company is presenting adjusted EBITDA and adjusted net loss because we believe that these financial measures provide supplemental information that may be useful to investors in evaluating the Company's core business operating results and comparing such results to other similar companies. Management believes that adjusted EBITDA and adjusted net loss, when viewed with the Company's results of operations in accordance with GAAP and the reconciliations to the most directly comparable GAAP measures provided in the tables below, provide useful information about operating performance and period-over-period growth, and provide additional information that is useful for evaluating the operating performance of the Company's core business without regard to potential distortions. Management also believes that adjusted EBITDA provides investors with insight into factors and trends that could affect the Company's ongoing cash earnings, from which capital investments are made and debt is serviced.

The Company's results of operations are impacted by certain non-cash and non-recurring charges, including stock-based compensation, acquisition related expenditures, and other non-recurring charges that may not be indicative of the Company’s financial performance. Management believes that adjusting its 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.

EBITDA, adjusted EBITDA, adjusted net loss, and adjusted diluted net loss per share are not measures of financial performance or liquidity under GAAP and, accordingly, should not be considered as alternatives to net income (loss) 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 tables below provide reconciliations between net loss and EBITDA, adjusted EBITDA and adjusted net loss, as well as diluted loss per share and adjusted diluted loss per share.

The following tables set forth certain unaudited supplemental financial and other data for the periods indicated:
Three Months Ended September 30,
in thousands20232022
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA
Net loss$(15,516)$(21,340)
Provision for income taxes206 578 
Interest expense 1,750 2,140 
Depreciation and amortization 6,665 6,441 
EBITDA$(6,895)$(12,181)
Stock-based compensation expense (1)3,972 3,490 
Regulatory matter (2)— 415 
Acquisition costs (3)— 134 
Other expense – net (4)373 179 
Adjusted EBITDA$(2,550)$(7,963)
1Adjustments reflect stock-based compensation expense of $4.0 million and $3.5 million for the three months ended September 30, 2023 and 2022, respectively.
2Adjustment reflects a non-recurring expense accrued related to our efforts to resolve a regulatory matter.
3Adjustment reflects the acquisition expenses incurred in the acquisition of MENU Technologies AG in July 2022 (the "MENU Acquisition").
4Adjustment reflects foreign currency transaction gains and losses, rental income and losses, and other non-recurring expenses recorded in other expense, net, in the accompanying statements of operations.


8


in thousands, except per share amountsThree Months Ended September 30,
Reconciliation of Net Loss/Diluted Net Loss per Share to Adjusted Net Loss/Adjusted Diluted Net Loss per Share:20232022
Net loss/diluted loss per share$(15,516)$(0.56)$(21,340)$(0.79)
Non-cash interest expense (1)541 0.02 504 0.02 
Acquired intangible assets amortization (2)4,828 0.18 4,712 0.17 
Stock-based compensation expense (3)3,972 0.14 3,490 0.13 
Regulatory matter (4)— — 415 0.02 
Acquisition costs (5)— — 134 — 
Other expense – net (6)373 0.01 179 0.01 
Adjusted net loss/adjusted diluted net loss per share$(5,802)$(0.21)$(11,906)$(0.44)
Adjusted weighted average common shares outstanding27,472 27,110 
1
Adjustment reflects non-cash accretion of interest expense and amortization of issuance costs related to the Company's 4.500% Convertible Senior Notes due 2024 (the "2024 Notes"), 2.875% Convertible Senior Notes due 2026 (the "2026 Notes"), and the 1.500% Convertible Senior Notes due 2027 (the “2027 Notes”, and together with the 2024 Notes and the 2026 Notes, the “Senior Notes”) of $0.5 million and $0.5 million for the three months ended September 30, 2023 and 2022, respectively.
2Adjustment amortization expense of acquired developed technology included within cost of sales of $4.3 million and $4.3 million for the three months ended September 30, 2023 and 2022, respectively; and amortization expense of acquired intangible assets of $0.5 million and $0.4 million for the three months ended September 30, 2023 and 2022, respectively.
3Adjustment reflects stock-based compensation expense of $4.0 million and $3.5 million for the three months ended September 30, 2023 and 2022, respectively.
4Adjustment reflects a non-recurring expense accrued related to our efforts to resolve a regulatory matter.
5Adjustment reflects the acquisition expenses incurred in the MENU Acquisition.
6Adjustment reflects foreign currency transaction gains and losses, rental income and losses, and other non-recurring expenses recorded in other expense, net, in the accompanying statements of operations.

Nine Months Ended September 30,
in thousands20232022
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA
Net loss$(51,123)$(55,838)
Provision for income taxes930 629 
Interest expense5,152 7,054 
Depreciation and amortization20,480 19,593 
EBITDA$(24,561)$(28,562)
Stock-based compensation expense (1)10,642 10,257 
Regulatory matter (2)— 415 
Contingent consideration (3)(7,500)— 
Acquisition costs (4)— 1,085 
Gain on insurance proceeds (5)(500)— 
Severance (6)253 — 
Other expense – net (7)337 804 
Adjusted EBITDA$(21,329)$(16,001)
1Adjustments reflect stock-based compensation expense of $10.6 million and $10.3 million for the nine months ended September 30, 2023 and 2022, respectively.
2Adjustment reflects a non-recurring expense accrued related to our efforts to resolve a regulatory matter.
3Adjustment reflects non-cash changes to the fair market value of the contingent consideration liability related to the MENU Acquisition.
4Adjustment reflects the acquisition expenses incurred in the MENU Acquisition.
5Adjustment reflects the gain on insurance proceeds due to the settlement of a legacy claim.
6Adjustment reflects severance included in SG&A and R&D expense.
7Adjustment reflects foreign currency transaction gains and losses, rental income and losses, and other non-recurring expenses recorded in other expense, net, in the accompanying statements of operations.
9


in thousands, except per share amountsNine Months Ended September 30,
Reconciliation of Net Loss/Diluted Net Loss per Share to Adjusted Net Loss/Adjusted Diluted Net Loss per Share:20232022
Net loss/diluted loss per share$(51,123)$(1.86)$(55,838)$(2.06)
Non-cash interest expense (1)1,594 0.06 1,484 0.05 
Acquired intangible assets amortization (2)13,555 0.49 12,941 0.48 
Stock-based compensation expense (3)10,642 0.39 10,257 0.38 
Regulatory matter (4)— — 415 0.02 
Contingent consideration (5)(7,500)(0.27)— — 
Acquisition costs (6)— — 1,085 0.04 
Gain on insurance proceeds (7)(500)(0.02)— — 
Severance (8)253 0.01 — — 
Other expense – net (9)337 0.01 804 0.03 
Adjusted net loss/adjusted diluted net loss per share$(32,742)$(1.19)$(28,852)$(1.06)
Adjusted weighted average common shares outstanding27,412 27,150 
1Adjustment reflects non-cash accretion of interest expense and amortization of issuance costs related to the Senior Notes of $1.6 million and $1.5 million for the nine months ended September 30, 2023 and 2022, respectively.
2Adjustment amortization expense of acquired developed technology included within cost of sales of $12.7 million and $11.5 million for the nine months ended September 30, 2023 and 2022, respectively; and amortization expense of acquired intangible assets of $0.9 million and $1.4 million for the nine months ended September 30, 2023 and 2022, respectively.
3Adjustment reflects stock-based compensation expense of $10.6 million and $10.3 million for the nine months ended September 30, 2023 and 2022, respectively.
4Adjustment reflects a non-recurring expense accrued related to our efforts to resolve a regulatory matter.
5Adjustment reflects non-cash changes to the fair market value of the contingent consideration liability related to the MENU Acquisition.
6Adjustment reflects the acquisition expenses incurred in the MENU Acquisition.
7Adjustment reflects the gain on insurance proceeds due to the settlement of a legacy claim.
8Adjustment reflects severance included in SG&A and R&D expense.
9Adjustment reflects foreign currency transaction gains and losses, rental income and losses, and other non-recurring expenses recorded in other expense, net, in the accompanying statements of operations.

10
partech.com Q3 ‘23 Earnings Presentation November 9, 2023 NYSE: PAR


 
partech.com 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, financial results, 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 management's 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 about our business, financial condition, and results of operations. Factors, risks, trends and uncertainties that could cause our actual results to differ materially from those expressed in or implied by forward-looking statements contained in this presentation include a resurgence of COVID-19 cases and the responses of governments, businesses, customers and consumers; macroeconomic conditions, such as recession or slowed economic growth, bank failures or other banking industry disruptions, increased interest rates, inflation, and changes in consumer confidence and discretionary spending; geopolitical events, such as the Russia-Ukraine war and escalating tensions between China and Taiwan; the competitive marketplace for talent and its impact on employee recruitment and retention; component shortages, inventory management, and/or manufacturing disruptions and logistics challenges; risks associated with our international operations; our ability to maintain proper and effective internal control over financial reporting; changes in estimates and assumptions we make in connection with the preparation of our financial statements, in building our business and operational plans, and in executing our strategies; and the other factors, risks, trends and uncertainties discussed in our most recent Annual Report on Form 10-K/A and other filings with the Securities and Exchange Commission. We undertake no obligation to update or revise any forward- looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities law. Industry and Market Data. Market, industry, and other data included in this presentation are from or based on our own internal good faith estimates and research, and on publicly available publications, research, surveys and studies conducted by third parties, which we believe are reliable, but have not independently verified. Similarly, while we believe our internal estimates and research are reliable, we have not independently verified our internal estimates or research. While we are not aware of any misstatements regarding any market, industry, or other data used by us or expressed in this presentation, such information, because it has not been verified or, by its nature - market surveys, estimates, projections or similar data, are inherently subject to uncertainties, and actual results may differ materially from the assumptions and circumstances reflected in this information. Key Performance Indicators and Non-GAAP Financial Measures.(1) We monitor certain key performance indicators and non-GAAP financial measures in the evaluation and management of our business; certain key performance indicators and non-GAAP financial measures are provided in this presentation as we believe they are useful in facilitating period-to-period comparisons of our business performance. Key performance indicators and non-GAAP financial measures do not reflect and should be viewed independently of our financial performance determined in accordance with GAAP. Key performance indicators and non-GAAP financial measures are not forecasts or indicators of future or expected results and should not have undue reliance placed upon them by investors. Where non-GAAP financial measures are included in this presentation, the most directly comparable GAAP financial measures and a detailed reconciliation between GAAP and non- GAAP financial measures is included in the Appendix to this presentation. Unless otherwise indicated, financial and operating data included in this presentation is as of September 30, 2023. Trademarks. “PAR®,” “Brink POS®,” “Punchh®,” “MENUTM,” “Data Central®,” "PAR® Pay”, “PAR® Payment Services” and other trademarks identifying our products and services appearing in this presentation belong to us. This presentation may also contain trade names and trademarks of other companies. Our use of such other companies’ trade names or trademarks is not intended to imply any endorsement or sponsorship by these companies of us or our products or services. (1) See Appendix A for non-GAAP reconciliation and Key Performance Indicators


 
partech.com A little about us...


 


 
partech.com Our Journey … Thus Far ... $128.3M Q3 2023


 
partech.com • Unified technology platform offering integrated solutions and sophisticated data insights • Pairs with our state of the art hardware offerings for a complete tech stack • Supported by our comprehensive professional service offerings to drive a positive customer experience Building a Unified Experience


 
partech.com Financial Review Third Quarter 2023 Highlights


 
partech.com Q3 ‘23 Financials Consolidated Highlights • 15% increase in revenue from Q3 2022 • 32% increase in gross margin from Q3 2022 • 27% reduction of net loss from Q3 2022 Subscription Service Highlights • 20% increase in ARR from Q3 2022 • 25% increase in revenue from Q3 2022 Three Months Ended September 30, in thousands 2023 2022 Revenues, net: Hardware $ 25,824 $ 31,343 Subscription service 31,363 25,170 Professional service 11,514 11,840 Contract 38,433 24,414 Total revenues net 107,134 92,767 Total gross margin 28,186 21,408 Operating expenses Selling, general and administrative 26,249 26,543 Research and development 14,660 12,843 Amort of identifiable intangible assets 464 465 Total operating expenses 41,373 39,851 Other expense, net (373) (179) Interest expense, net (1,750) (2,140) Loss before benefit from income taxes (15,310) (20,762) Provision for income taxes (206) (578) Net loss (15,516) (21,340) Non-GAAP adjustments 9,714 9,434 Adjusted net loss (5,802) (11,906) Adjusted diluted net loss per share (0.21) (0.44) Weighted average shares outstanding 27,472 27,110 All amounts in thousands, except for Adjusted diluted net loss per share


 
partech.com Quarterly KPI Trends ARR ($‘000,000) 57.5 58.9 59.4 60.9 62.2 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 8% Y/Y Growth Active Sites (‘000) 67.1 69.9 68.1 70.5 68.1 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 1.5% Y/Y Growth Guest Engagement (Punchh + MENU) Year-over-year metrics are for the quarter ended 9/30/2023 compared to the quarter ended 9/30/2022. Please see Appendix A — Key Performance Indicators for more information on ARR and Active Sites.


 
partech.com Quarterly KPI Trends Operator Solutions (Brink POS + PAR Payment Services + PAR Pay) ARR ($‘000,000) Year-over-year metrics are for the quarter ended 9/30/2023 compared to the quarter ended 9/30/2022. Please see Appendix A — Key Performance Indicators for more information on ARR and Active Sites. 38.9 41.6 45.2 50.0 53.8 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 38% Y/Y Growth Active Sites (‘000) 18.6 19.5 20.5 21.5 22.5 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 21% Y/Y Growth


 
partech.com Quarterly KPI Trends Back Office (Data Central) ARR ($‘000,000) Year-over-year metrics are for the quarter ended 9/30/2023 compared to the quarter ended 9/30/2022. Please see Appendix A — Key Performance Indicators for more information on ARR and Active Sites. 10.2 10.9 11.3 11.6 12.4 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 21% Y/Y Growth Active Sites (‘000) 6.7 7.0 7.1 7.2 7.5 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 12% Y/Y Growth


 
partech.com Annual KPI Trends ARR ($‘000,000) (1) Adjusted Subscription Service Gross Margin is a non-GAAP financial measure. Please see Appendix A for a detailed reconciliation to Subscription Service Gross Margin (GAAP). (2) 2020 gross margin impacted due to one-time COVID waiver and Cost of Goods Sold (COGS). (3) Q3'23 ARR is as of September 30, 2023, and YTD'23 Adjusted Subscription Service Gross Margin is for the nine months ended September 30, 2023; both are excluded from the CAGR calculations. CAGR stands for Compounded Annual Growth Rate. Please see Appendix A — Key Performance Indicators for more information on ARR and Active Sites. 33.5 88.2 111.4 128.3 2020 2021 2022 Q3'23 Subscription services 82% CAGR Adjusted Subscription Service Gross Margin(1) 17% CAGR 53% 66% 73% 67% 2020 2021 2022 YTD'23(3) (3) (2)


 
partech.com Annual KPI Trends Hardware Revenue ($'000,000) (1) YTD' 23 hardware revenue is for the nine months ended September 30, 2023. CAGR stands for Compounded Annual Growth Rate. • Proving value of a complete tech stack • Navigating difficult/challenging supply chain environment Hardware 73 105 114 79 2020 2021 2022 YTD'23 25% CAGR (1)


 
partech.com Appendix A


 
partech.com ($'000,000), except % 12 Months Ended 9 Months Ended Dec 2020 Dec 2021 Dec 2022 Sep 2023 Subscription Service Revenue $31 $63 $97 $90 Subscription Service Gross Margin 10 24 50 43 Add back Amortization from Acquired and Internally Developed Technology included in Subscription Service Gross Margin 6 17 21 17 Adjusted Subscription Service Gross Margin $17 $41 $71 $60 Adjusted Subscription Service Gross Margin % 53% 66% 73% 67% May not sum/recalculate due to rounding. The presentation of this non-GAAP reconciliation reflects the bifurcation of service revenue between subscription service revenue and professional service revenue that was implemented in Q4 2022. Adjusted Subscription Gross Margin Non-GAAP Reconciliation


 
partech.com ($'000,000), except % 3 Months Ended Sep 2022 Sep 2023 Subscription Service Revenue $25 $31 Subscription Service Gross Margin 12 16 Add back Amortization from Acquired and Internally Developed Technology included in Subscription Service Gross Margin 6 6 Adjusted Subscription Service Gross Margin $18 $22 Adjusted Subscription Service Gross Margin % 71% 69% May not sum/recalculate due to rounding. The presentation of this non-GAAP reconciliation reflects the bifurcation of service revenue between subscription service revenue and professional service revenue that was implemented in Q4 2022. Adjusted Subscription Gross Margin Non-GAAP Reconciliation


 
partech.com 1. Foodservice market ready for disruption • Large TAM in restaurants with ~1m locations in the US spending 2-3% of total revenue on technology1 • The industry shift to cloud technology has led to an explosion in new technology from Voice AI to marketing technology 2. Meeting market need with a Unified Experience • Today technology is driving a wedge between restaurants and their guests • Brands are shifting to well integrated vendors and more targeted guest interactions • There is an opportunity to create an integrated solution with unified data that enables restaurants to have 1:1 relationship with their guests 3. ARR at scale with strong SaaS metrics • Through both organic and inorganic strategies, ARR has reached $128.3M with significant opportunity to expand within existing customers and win new business. 1) Source: Technomic Investment Thesis


 
partech.com • Annual Recurring Revenue or "ARR” is the annualized revenue from subscription services, including subscription fees for our SaaS solutions, related software support, and transaction-based payment processing services. We calculate ARR by annualizing the monthly subscription service revenue for all Active Sites as of the last day of each month for the respective reporting period. • “Activations” are calculated as of the end of each month based on the number of customers that have initiated use of our subscription services. Once “activated”, PAR begins to invoice/bill the customer. In specific cases with Punchh, invoicing takes place before activation take place. • “Active Sites” represent locations active on PAR’s subscription services as of the last day of the respective fiscal period. • “Adjusted Subscription Gross Margin” is a non-GAAP financial measure for PAR’s gross margin of subscription service revenue excluding amortization of acquired and internally developed technology. • “Bookings” are customer purchase orders for subscription services; upon PAR's acceptance, the customer is obligated to purchase the subscription service and pay PAR for the subscription services. In specific cases with Punchh, bookings are added at the time of execution of the relevant master services agreement. • “Churn” reflects the negative change in Active Site count of PAR customers, for a specific period. Key Performance Indicators


 
partech.com Thank You!


 
v3.23.3
Cover Page
Nov. 09, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 09, 2023
Entity Registrant Name PAR Technology Corp
Entity Incorporation, State or Country Code DE
Entity File Number 1-09720
Entity Tax Identification Number 16-1434688
Entity Address, Address Line One PAR Technology Park
Entity Address, Address Line Two 8383 Seneca Turnpike
Entity Address, City or Town New Hartford
Entity Address, State or Province NY
Entity Address, Postal Zip Code 13413-4991
City Area Code 315
Local Phone Number 738-0600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol PAR
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000708821

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