10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.  20549

FORM 10-Q

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended September 30, 2012.  Commission File Number 1-9720

OR

[    ] TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From __________ to __________

Commission File Number __________

PAR TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	16-1434688
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter ) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of "large accelerated filer", "accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act.  (Check one):

Large Accelerated Filer o Accelerated Filer o Non Accelerated Filer o Smaller Reporting Company þ

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes oNo þ

The number of shares outstanding of registrant's common stock, as of October 27, 2012 – 15,353,484 shares.

PAR TECHNOLOGY CORPORATION

TABLE OF CONTENTS

FORM 10-Q

PART I

FINANCIAL INFORMATION

Item Number		Page
Item 1.	Financial Statements (unaudited)
	Consolidated Statements of Operations for the three and nine months ended September 30, 2012 and 2011	1
	Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2012 and 2011	2
	Consolidated Balance Sheets at September 30, 2012 and December 31, 2011	3
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011	4
	Notes to Unaudited Interim Consolidated Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
	PART II
	OTHER INFORMATION
Item 1A.	Risk Factors	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
Signatures		23
Exhibit Index		24

PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

PAR TECHNOLOGY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

	For the three months						For the nine months
	Ended September 30,						Ended September 30,
	2012			2011			2012			2011
Net revenues:
Product	$	22,340		$	24,424		$	62,652		$	68,877
Service		16,720			18,510			48,113			51,594
Contract		21,992			15,756			67,965			48,836
		61,052			58,690			178,730			169,307
Costs of sales:
Product		14,681			15,754			39,699			42,888
Service		11,775			13,184			33,813			44,176
Contract		20,584			14,667			64,151			45,812
		47,040			43,605			137,663			132,876
Gross margin		14,012			15,085			41,067			36,431
Operating expenses:
Selling, general and administrative		9,410			8,745			28,844			27,730
Research and development		3,309			3,363			9,947			10,428
Impairment of goodwill and intangible assets		-			-			-			20,843
Amortization of identifiable intangible assets		138			257			441			667
		12,857			12,365			39,232			59,668
Operating income (loss) from continuing operations		1,155			2,720			1,835			(23,237	)
Other income (expense), net		233			23			440			(106	)
Interest expense		(22	)		(48	)		(64	)		(163	)
Income (loss) from continuing operations before provision for income taxes		1,366			2,695			2,211			(23,506	)
(Provision) benefit for income taxes		(62	)		(1,099	)		(383	)		8,317
Income (loss) from continuing operations		1,304			1,596			1,828			(15,189	)
Discontinued operations
Income (loss) on discontinued operations (net of tax)		50			(394	)		1,470			(1,053	)
Net income (loss)	$	1,354		$	1,202		$	3,298		$	(16,242	)
Basic Earnings per Share:
Income (loss) from continuing operations		.09			.11			.12			(1.01	)
Income (loss) from discontinued operations		.00			(.03	)		.10			(.07	)
Net income (loss)	$	.09		$	.08		$	.22		$	(1.08	)
Diluted Earnings per Share:
Income (loss) from continuing operations		.09			.11			.12			(1.01	)
Income (loss) from discontinued operations		.00			(.03	)		.10			(.07	)
Net income (loss)	$	.09		$	.08		$	.22		$	(1.08	)
Weighted average shares outstanding
Basic		15,131			15,031			15,105			14,984
Diluted		15,207			15,118			15,179			14,984

See accompanying notes to consolidated financial statements

See

1

PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(Unaudited)

	For the three months						For the nine months
	Ended September 30,						Ended September 30,
	2012			2011			2012			2011
Net income (loss)	$	1,354		$	1,202		$	3,298		$	(16,242	)
Other comprehensive income (loss) net of tax:
Foreign currency translation adjustments		(3	)		(444	)		(34	)		493
Comprehensive income (loss)	$	1,351		$	758		$	3,264		$	(15,749	)

See accompanying notes to consolidated financial statements

See

2

PAR TECHNOLOGY CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

	September 30,			December 31,
	2012			2011
Assets
Current assets:
Cash and cash equivalents	$	18,206		$	7,742
Accounts receivable-net		26,323			30,680
Inventories-net		25,469			25,260
Income tax refund		37			-
Deferred income taxes		9,503			10,240
Other current assets		3,958			3,088
Escrow receivable		956			-
Total current assets		84,452			77,010
Property, plant and equipment - net		6,099			5,259
Deferred income taxes		5,402			5,605
Goodwill		6,852			6,852
Intangible assets - net		16,779			15,888
Other assets		2,392			2,147
Assets of discontinued operations		-			3,182
Total Assets	$	121,976		$	115,943
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term debt	$	157		$	1,494
Accounts payable		17,164			15,773
Accrued salaries and benefits		6,628			7,002
Accrued expenses		3,792			2,609
Customer deposits		763			1,137
Deferred service revenue		12,880			10,412
Income taxes payable		-			138
Total current liabilities		41,384			38,565
Long-term debt		1,114			1,249
Other long-term liabilities		3,184			2,837
Liabilities of discontinued operations		104			925
Total liabilities		45,786			43,576
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;
17,061,171 and 16,863,868 shares issued;
15,353,484 and 15,156,584 outstanding		341			337
Capital in excess of par value		43,547			42,990
Retained earnings		38,371			35,073
Accumulated other comprehensive loss		(235	)		(201	)
Treasury stock, at cost, 1,707,687 and 1,707,284 shares		(5,834	)		(5,832	)
Total shareholders' equity		76,190			72,367
Total Liabilities and Shareholders' Equity	$	121,976		$	115,943
See accompanying notes to consolidated financial statements

3

Back to Table of Contents

PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	For the nine months ended
	September 30,
	2012			2011
Cash flows from operating activities:
Net income (loss)	$	3,298		$	(16,242	)
(Income) loss from discontinued operations		(1,470	)		1,053
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Impairment of goodwill and intangible assets		-			20,843
Depreciation and amortization		2,649			2,050
Provision for bad debts		101			328
Provision for obsolete inventory		2,330			9,875
Equity based compensation		534			434
Deferred income tax		1,170			(8,988	)
Changes in operating assets and liabilities:
Accounts receivable		4,256			(355	)
Inventories		(2,538	)		(1,230	)
Income tax refunds/payable		(175	)		115
Other current assets		(870	)		(16	)
Other assets		(245	)		50
Accounts payable		1,392			(5,450	)
Accrued salaries and benefits		(374	)		(1,324	)
Accrued expenses		1,184			(148	)
Customer deposits		(374	)		(1,039	)
Deferred service revenue		2,469			4,429
Other long-term liabilities		345			(39	)
Net cash provided by operating activities-continuing operations		13,682			4,346
Net cash used in operating activities-discontinued operations		(2,450	)		(458	)
Net cash provided by operating activities		11,232			3,888
Cash flows from investing activities:
Capital expenditures		(1,746	)		(651	)
Capitalization of software costs		(2,493	)		(7,048	)
Sale of investments		1,912			-
Escrow		(956	)		-
Proceeds from sale of business		4,000			-
Net cash provided by (used in) investing activities-continuing operations		717			(7,699	)
Net cash (used in) investing activities-discontinued operations		-			(69	)
Net cash provided by (used in) investing activities		717			(7,768	)
Cash flows from financing activities:
Net borrowings under line-of-credit agreements		-			1,500
Payments of long-term debt		(1,472	)		(1,226	)
Proceeds from the exercise of stock options		25			132
Net cash provided by (used in) financing activities-continuing operations		(1,447	)		406
Net cash (used in) financing activities-discontinued operations		-			-
Net cash provided by (used in) financing activities		(1,447	)		406
Effect of exchange rate changes on cash and cash equivalents		(38	)		44
Net increase (decrease) in cash and cash equivalents		10,464			(3,430	)
Cash and cash equivalents at beginning of period		7,742			6,781
Cash and cash equivalents at end of period		18,206			3,351
Less cash and equivalents of discontinued operations at end of period		-			(3	)
Cash and equivalents of continuing operations at end of period	$	18,206		$	3,348
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest		64			176
Income taxes, net of (refunds)		175			92
See accompanying notes to consolidated financial statements

4

PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Summary of Significant Accounting Policies

The accompanying unaudited interim consolidated financial statements have been prepared by PAR Technology Corporation (the "Company" or "PAR") in accordance with U.S. generally accepted accounting principles for interim financial statements and with the instructions to Form 10-Q and Regulation S-X pertaining to interim financial statements.  Accordingly, these interim financial statements do not include all information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.  In the opinion of the Company, such unaudited statements include all adjustments (which comprise only normal recurring accruals) necessary for a fair presentation of the results for such periods.  The results of operations for the three and nine months ended September 30, 2012 are not necessarily indicative of the results of operations to be expected for any future period.  The consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2011  included in the Company's December 31, 2011 Annual Report to the Securities and Exchange Commission on Form 10-K.

The preparation of consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period.  Significant items subject to such estimates and assumptions include:  the carrying amount of property, plant and equipment, identifiable intangible assets and goodwill, equity based compensation, and valuation allowances for receivables, inventories and deferred income taxes.  Actual results could differ from those estimates.

The current economic conditions and the continued volatility in the U.S. and in many other countries in which the Company operates could contribute to decreased consumer confidence and continued economic uncertainty which may adversely impact the Company's operating performance.  Although the Company has seen an improvement in the markets which it serves, the continued volatility in these markets could have an impact on purchases of the Company's products, which could result in a reduction of sales, operating income and cash flows.  Reductions in these results could have a material adverse impact on the underlying estimates used in deriving the fair value of the Company's reporting units used in support of its annual goodwill impairment test.  These conditions may result in an impairment charge in future periods.

Certain amounts for prior periods have been reclassified to conform to the current period classification.

During the first quarter of fiscal year 2012, the Company sold substantially all of the assets of its Logistics Management business, PAR Logistics Management Systems Corporation (LMS) to ORBCOMM Inc., including but not limited to accounts receivable, inventory, equipment, intellectual property, and customer contracts.  The transaction closed on January 12, 2012.   The results of operations of LMS for fiscal years 2012 and 2011 have been recorded as discontinued operations in accordance with Accounting Standards Codification (ASC) 205-20, Presentation of Financial Statements – Discontinued Operations.

5

Note 2 — Discontinued Operations

On January 12, 2012, PAR Technology Corporation completed its previously announced sale of substantially all of the assets of the PAR Logistics Management Systems Corporation (LMS) to ORBCOMM Inc. ("ORBCOMM").

The consideration payable by ORBCOMM at the closing with respect to substantially all the assets of LMS aggregates $6,123,000 comprised of $4,000,000 in cash and $2,123,000 in shares of common stock of ORBCOMM Inc. (the Closing Consideration).  Of the equity consideration, $1,274,000 (based on the fair value as of the date of closing) was held in escrow to settle future claims, with release dates of August 2012 and April 2013.  During the second quarter, the Company liquidated its common stock investment of ORBCOMM Inc. which resulted in it recording a realized loss for the nine months ended September 30, 2012 of $210,000.  Of the total proceeds from the liquidation, $956,000 remains in escrow.  The Company recorded its loss on liquidation of its investment within other income (expense), net, on its Consolidated Statement of Operations.

In addition to the Closing Consideration, contingent consideration of up to $3,950,000 is payable by ORBCOMM to PAR post-closing in cash, ORBCOMM common stock or a combination of cash and ORBCOMM common stock, at ORBCOMM's option.  Up to $3,000,000 of the contingent consideration will be payable based on ORBCOMM achieving certain agreed-upon new subscriber targets for calendar year 2012 and up to $950,000 of the contingent consideration will be payable based on ORBCOMM achieving agreed-upon sales targets for calendar years 2012 through 2014.

If paid in stock, the number of ORBCOMM shares to be issued to PAR will be based upon the average 20-day closing price of ORBCOMM common stock prior to the payment due date for such contingent consideration.

As of September 30, 2012, the Company has not recorded any amount associated with this contingent consideration as it does not believe achievement of the related targets are probable.

Summarized financial information for the Company's discontinued operations is as follows (in thousands):

	September 30,		December 31,
	2012		2011
Assets
Cash	$	-	$	5
Accounts receivable - net		-		1,398
Inventories		-		1,355
Other assets		-		424
Total assets of discontinued operations	$	-	$	3,182
Liabilities
Accounts payable and accrued expenses	$	104		674
Accrued salaries and benefits		-		236
Other liabilities		-		15
Total liabilities of discontinued operations	$	104	$	925

6

Operations	For the three months ended September 30, 2012			For the three months ended September 30, 2011
Total revenues	$	-		$	1,075
Loss from discontinued operations before income taxes	$	(3	)	$	(695	)
Gain on disposition		-			-
(Provision) benefit for income taxes		53			301
Income (loss) from discontinued operations	$	50		$	(394	)

Operations	For the nine months ended September 30, 2012			For the nine months ended September 30, 2011
Total revenues	$	136		$	4,590
Loss from discontinued operations before income taxes	$	(264	)	$	(1,763	)
Gain on disposition		2,588			-
(Provision) benefit for income taxes		(854	)		710
Income (loss) from discontinued operations	$	1,470		$	(1,053	)

Note 3 — Accounts Receivable

	(in thousands)
	September 30,				December 31,
	2012				2011
Government segment:
Billed		$	8,373			$	12,903
Advanced billings			(1,493	)			(1,552	)
			6,880				11,351
Hospitality segment:
Accounts receivable - net			19,443				19,329
		$	26,323			$	30,680

At September 30, 2012 and December 31, 2011, the Company had recorded allowances for doubtful accounts of $685,000 and $917,000, respectively, against Hospitality accounts receivable.

7

Note 4 — Inventories

Inventories are primarily used in the manufacture and service of Hospitality products.  The components of inventory consist of the following:

	(in thousands)
	September 30,			December 31,
	2012			2011
Finished Goods		$	11,750		$	9,325
Work in process			1,567			1,007
Component parts			2,369			3,778
Service parts			9,783			11,150
		$	25,469		$	25,260

Note 5 — Identifiable intangible assets

The Company capitalizes certain costs related to the development of computer software sold by its Hospitality segment. Software development costs incurred prior to establishing technological feasibility are charged to operations and included in research and development costs in the period the costs are incurred.  Software development costs incurred after establishing technological feasibility (as defined within ASC 985-20) are capitalized and amortized on a product-by-product basis when the product is available for general release to customers.  Software costs capitalized during the three and nine months ended September 30, 2012 were $871,000 and $2,493,000, respectively.  Capitalized software for the three and nine months ended September 30, 2011 were $1,952,000 and $7,048,000, respectively.

Annual amortization, charged to cost of sales when the product is available for general release to customers, is computed using the greater of (a) the straight-line method over the remaining estimated economic life of the product, generally three to seven years or (b) the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product. Amortization of capitalized software costs for the three and nine months ended September 30, 2012 was $402,000 and $1,166,000, respectively.  Amortization for the three and nine months ended September 30, 2011 was $112,000 and $395,000, respectively.

The Company acquired identifiable intangible assets in connection with its acquisitions in prior years.  Amortization of identifiable intangible assets for the three and nine months ended September 30, 2012 was $138,000 and $441,000, respectively.   Amortization for the three and nine months ended September 30, 2011 was $257,000 and $667,000, respectively.

8

The components of identifiable intangible assets are:

	(in thousands)
	September 30,			December 31,
	2012			2011
Acquired and internally developed software costs	$	20,394		$	17,902
Customer relationships		4,519			4,519
Trademarks (non-amortizable)		2,100			2,100
Other		690			690
		27,703			25,211
Less accumulated amortization		(10,924	)		(9,323	)
	$	16,779		$	15,888

The future amortization of these intangible assets assuming straight-line amortization of capitalized software costs is as follows (in thousands):

2012	$	411
2013		2,584
2014		2,560
2015		2,268
2016		2,266
Thereafter		4,590
Total	$	14,679

Note 6 — Stock Based Compensation

The Company applies the fair value recognition provisions of ASC Topic 718 Stock-Based Compensation.  Total stock-based compensation expense included within operating expenses for the three and nine months ended September 30, 2012 was $135,000 and $534,000, respectively.  Total stock-based compensation expense included within operating expenses for the three and nine months ended September 30, 2011 was $203,000 and $434,000, respectively.  These amounts were recorded net of benefits of $61,000, as the result of forfeitures of unvested stock options prior to the completion of the requisite service period.  At September 30, 2012, the unrecognized compensation expense related to non-vested equity awards was $551,000 (net of estimated forfeitures), which is expected to be recognized as compensation expense in fiscal years 2012 through 2016.

On April 23, 2012, the Company's Compensation Committee of its Board of Directors approved the granting of 135,000 restricted stock awards and 67,000 incentive stock options to various employees of the Company under the 2005 Equity Incentive Plan.  The restricted stock awards are performance based and vest upon the achievement of financial goals from fiscal years 2012 through 2014.  These grant agreements expire if the related performance conditions are not met by December 31, 2014.

The incentive stock options granted are service based awards that vest ratably through fiscal year 2014.

9

Note 7 — Earnings per share

Earnings per share are calculated in accordance with ASC Topic 260, which specifies the computation, presentation and disclosure requirements for earnings per share (EPS).  It requires the presentation of basic and diluted EPS.  Basic EPS excludes all dilution and is based upon the weighted average number of common shares outstanding during the period.  Diluted EPS reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock.

For the three and nine months ended September 30, 2012, there were 306,000 and 659,000, respectively, anti-dilutive stock options outstanding.  For the three and nine months ended September 30, 2011, there were 728,000 and 602,000, respectively anti-dilutive stock options outstanding.

The following is a reconciliation of the weighted average shares outstanding for the basic and diluted EPS computations (in thousands, except per share data):

	For the three months
	ended September 30,
	2012		2011
Income from continuing operations	$	1,304	$	1,596
Basic:
Shares outstanding at beginning of period		15,119		15,009
Weighted average shares issued during the period, net		12		22
Weighted average common shares, basic		15,131		15,031
Earnings from continuing operations per common share, basic	$	0.09	$	0.11
Diluted:
Weighted average common shares, basic		15,131		15,031
Dilutive impact of stock options and restricted stock awards		76		87
Weighted average common shares, diluted		15,207		15,118
Earnings from continuing operations per common share, diluted	$	0.09	$	0.11

	For the nine months
	ended September 30,
	2012		2011
Income (loss) from continuing operations	$	1,828	$	(15,189	)
Basic:
Shares outstanding at beginning of period		15,051		14,909
Weighted average shares issued during the period, net		54		75
Weighted average common shares, basic		15,105		14,984
Earnings from continuing operations per common share, basic	$	0.12	$	(1.01	)
Diluted:
Weighted average common shares, basic		15,105		14,984
Dilutive impact of stock options and restricted stock awards		74		-
Weighted average common shares, diluted		15,179		14,984
Earnings from continuing operations per common share, diluted	$	0.12	$	(1.01	)

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Note 8 — Segment and Related Information

The Company's reportable segments are strategic business units that have separate management teams and infrastructures that offer different products and services.

The Company has two reportable segments, Hospitality and Government.  The Hospitality segment offers integrated solutions to the hospitality industry.  These offerings include industry leading hardware and software applications utilized at the point-of-sale, back of store and corporate office.  In addition, the Company also provides technology in support of food safety and task management.  This segment offers customer support including field service, installation, twenty-four hour telephone support and depot repair.  The Government segment develops and delivers geospatial and full motion video solutions to federal/state governments and industry; and provides communications and information technology support services to the United States Department of Defense.  Intersegment sales and transfers are not significant.

Information noted as "Other" primarily relates to the Company's corporate, home office operations.

Information as to the Company's segments is set forth below.  Amounts below exclude discontinued operations.

	(in thousands)						(in thousands)
	For the three months						For the nine months
	ended September 30,						ended September 30,
	2012			2011			2012			2011
Revenues:
Hospitality	$	39,060		$	42,934		$	110,765		$	120,471
Government		21,992			15,756			67,965			48,836
Total	$	61,052		$	58,690		$	178,730		$	169,307
Operating income (loss) from continuing operations:
Hospitality	$	96		$	1,940		$	(1,096	)	$	(25,563	)
Government		1,193			937			3,465			2,760
Other		(134	)		(157	)		(534	)		(434	)
		1,155			2,720			1,835			(23,237	)
Other income (expense), net		233			23			440			(106	)
Interest expense		(22	)		(48	)		(64	)		(163	)
Income (loss) from continuing operations before provision for income taxes	$	1,366		$	2,695		$	2,211		$	(23,506	)
Depreciation and amortization:
Hospitality	$	790		$	558		$	2,315		$	1,715
Government		18			18			56			58
Other		97			86			278			277
Total	$	905		$	662		$	2,649		$	2,050
Capital expenditures:
Hospitality	$	1,023		$	2,063		$	4,039		$	7,610
Government		-			-			-			20
Other		55			43			200			69
Total	$	1,078		$	2,106		$	4,239		$	7,699
Revenues by geographic area:
United States	$	53,097		$	51,062		$	155,667		$	148,087
Other Countries		7,955			7,628			23,063			21,220
Total	$	61,052		$	58,690		$	178,730		$	169,307

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The following table represents identifiable assets by business segment:

	(in thousands)
	September 30,			December 31,
	2012			2011
Identifiable assets:
Hospitality		$	95,144		$	89,135
Government			8,255			12,617
Other			18,577			11,009
Total		$	121,976		$	112,761

The following table represents identifiable assets by geographic area based on the location of the assets:

	(in thousands)
	September 30,			December 31,
	2012			2011
United States		$	106,296		$	100,310
Other Countries			15,680			12,451
Total		$	121,976		$	112,761

The following table represents Goodwill by business segment:

	(in thousands)
	September 30,			December 31,
	2012			2011
Hospitality		$	6,116		$	6,116
Government			736			736
Total		$	6,852		$	6,852

Customers comprising 10% or more of the Company's total revenues are summarized as follows:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2012			2011			2012			2011
Hospitality segment:
McDonald's Corporation		20	%		31	%		18	%		30	%
Yum! Brands, Inc.		16	%		15	%		15	%		13	%
Government segment:
U.S. Department of Defense		36	%		27	%		38	%		29	%
All Others		28	%		27	%		29	%		28	%
		100	%		100	%		100	%		100	%

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Item 2:  Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statement

This document contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934.  Any statements in this document that do not describe historical facts are forward-looking statements.  Forward-looking statements in this document (including forward-looking statements regarding the continued health of the Hospitality industry, future information technology outsourcing opportunities, changes in contract funding by the U.S. Government, the impact of current world events on our results of operations, the effects of inflation on our margins, and the effects of interest rate and foreign currency fluctuations on our results of operations) are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  When we use words such as "intend," "anticipate," "believe," "estimate," "plan," "will," or "expect", we are making forward-looking statements.  We believe that the assumptions and expectations reflected in such forward-looking statements are reasonable based on information available to us on the date hereof, but we cannot assure you that these assumptions and expectations will prove to have been correct or that we will take any action that we presently may be planning.  We have disclosed certain important factors that could cause our actual future results to differ materially from our current expectations, including a decline in the volume of purchases made by one or a group of our major customers; risks in technology development and commercialization; risks of downturns in economic conditions generally, and in the quick-service sector of the hospitality market specifically; risks associated with government contracts; risks associated with competition and competitive pricing pressures; and risks related to foreign operations.  Forward-looking statements made in connection with this report are necessarily qualified by these factors.  We are not undertaking to update or revise publicly any forward-looking statements if we obtain new information or upon the occurrence of future events or otherwise.

Overview

PAR's technology solutions for the Hospitality segment feature software, hardware and support services tailored for the needs of restaurants, luxury hotels, resorts and spas, casinos, cruise lines, movie theatres, theme parks and retailers.  The Company's Government segment provides technical expertise in the contract development of advanced systems and software solutions for the U.S. Department of Defense and other federal agencies, as well as information technology and communications support services to the U.S. Department of Defense.

The Company's products sold in the Hospitality segment are utilized in a range of applications by thousands of customers.  The Company faces competition across all of its markets within the Hospitality segment, competing on the basis of product design, features and functionality, quality and reliability, price, customer service, and delivery capability.  PAR's global infrastructure and reach as a technology solutions provider to hospitality customers is an important competitive advantage, as it allows the Company to provide innovative systems, with significant global deployment capability, to its multinational customers.  PAR's continuing strategy is to provide complete integrated technology solutions and services with excellent customer service in the markets in which it participates.  The Company conducts its research and development efforts to create innovative technology offerings that meet and exceed customer requirements and also have a high probability for broader market appeal and success.

The Company is focused on expanding four distinct parts of its Hospitality businesses.  First, it is investing in the market introduction and deployment of ATRIO, its next generation, cloud-based property management software for the Hotel/Resort/Spa market.  Second, we are investing in the enhancement of existing software and the development of the Company's SureCheck™ product for food safety and task management applications.  Third, the Company continues to work on building more robust and extensive third-party distribution channels.  Fourth, as the Company's customers continue to expand in international markets, PAR has created an international infrastructure focused on that expansion.

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The QSR market, our primary market, continues to perform well for the majority of large, international companies, despite worldwide macroeconomic uncertainty.  However, the Company has seen an impact of current economic conditions on smaller, regional QSR organizations, whose business is slowing because of higher unemployment and lack of consumer confidence in certain regions.  The Company is continuing to reassess the alignment of its product and service offerings to support improved operational efficiency and profitability going forward.  These conditions could have a material adverse impact on the Company's significant estimates, specifically the fair value of its assets related to its legacy products.

Approximately 39% of the Company's revenues are generated by its Government business.  The Company's focus is to expand two separate aspects of its Government business: services and solutions. Through outstanding performance of existing service contracts and investing in enhancing its business development staff and processes, the Company is able to consistently win the renewal of expiring contracts, extend existing contracts, and win new efforts.  With its intellectual property and investment in new technologies, the Company provides solutions to the U.S. Department of Defense and other federal/state agencies with systems integration, products and highly-specialized services.  The general uncertainty in U.S. defense total workforce policies (military, civilian and contract), procurement cycles and spending levels for the next several years may impact the performance of this business segment.

Results of Operations —

Three Months Ended September 30, 2012 Compared to Three Months Ended September 30, 2011

During the first quarter of fiscal year 2012, the Company sold substantially all of the assets of its Logistics Management business, PAR Logistics Management Systems Corporation (LMS) to ORBCOMM Inc., including but not limited to accounts receivable, inventory, equipment, intellectual property, and customer contracts.  The transaction closed on January 12, 2012.   The results of operations of LMS for fiscal years 2012 and 2011 have been recorded as discontinued operations in accordance with Accounting Standards Codification (ASC) 205-20, Presentation of Financial Statements – Discontinued Operations.  All prior period amounts have been reclassified to conform to the current period presentation.  Refer to Note 2 "Discontinued Operations" in the Notes to the Consolidated Financial Statements for further discussion.

The Company reported revenues of $61.1 million for the quarter ended September 30, 2012, an increase of 4% from the $58.7 million reported for the quarter ended September 30, 2011.  The Company's net income from continuing operations was $1.3 million or $0.09 per diluted share for the third quarter of 2012 versus $1.6 million or $0.11 per diluted share for the same period in 2011.  During the quarter, the Company reported a net income from discontinued operations of $50,000 versus a net loss from discontinued operations of $394,000 or $0.03 loss per diluted share for the same period in 2011.

Product revenues were $22.3 million for the quarter ended September 30, 2012, a decrease of 8.5% from the $24.4 million recorded in 2011.  This decrease was the result of a decline in domestic sales to McDonald's as their significant technology upgrade program was completed in fiscal year 2011.  Partially offsetting this decrease was an increase in sales to YUM! Brands and Subway, commensurate with new store rollouts, as well as hardware in support of the Company's SureCheck solution.  Further offsetting this decline was an increase in international product revenue, which increased 8% versus the third quarter of 2011 as a result of increases in Central America, China and the Middle East.

Service revenue primarily includes installation, software maintenance, training, twenty-four hour help desk support and various depot and on-site service options.  Service revenues were $16.7 million for the quarter ended September 30, 2012, a decrease of 9.7% from the $18.5 million reported for the same period in 2011.  This decrease was associated with a decline in installation revenue commensurate with the related decline of product revenue in the Company's Hospitality businesses as well as a decline in call center revenue resulting from a modification to existing service contracts.  These decreases were partially offset by an increase in software maintenance and professional services revenue associated with the deployment of the Company's SureCheck product.

Contract revenues were $22.0 million for the quarter ended September 30, 2012, compared to $15.8 million reported for the same period in 2011.  This increase is mostly attributable to the Company's new Intelligence, Surveillance, and Reconnaissance (ISR) systems integration contract with the U.S. Army.

Product margins for the quarter ended September 30, 2012 were 34.3 %, a decrease from 35.5% for the same period in 2011.  This decrease was driven by an unfavorable product mix resulting from a decrease in the amount of terminals sold relative to lower margin peripheral devices.

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Service margins were 29.6% for the quarter ended September 30, 2012, an increase from the 28.8% recorded for the same period in 2011 as a result of favorable margin earned on the Company's depot repair business.

Contract margins were 6.4% for the quarter ended September 30, 2012, compared to 6.9% for the same period in 2011.  This decrease was due to a less favorable contract mix as a result of the beginning of certain fixed price contracts.  The most significant components of contract costs in 2012 and 2011 were labor and fringe benefits.  For the third quarter of 2012, labor and fringe benefits were $9.6million or 46.4% of contract costs compared to $11.2 million or 76% of contract costs for the same period in 2011.  This decrease is mostly attributable to the amount of subcontract pass through revenue associated with the Company's new ISR systems integration contract with the U.S. Army.

Selling, general and administrative expenses for the quarter ended September 30, 2012 were $9.4 million, an increase from the $8.7 million recorded for the same period in 2011 attributable to an increase in costs associated primarily with international sales and marketing initiatives executed within the Company's Hospitality businesses.

Research and development expenses were $3.3 million for the quarter ended September 30, 2012, relatively flat with the $3.4 million recorded for the same period in 2011.  This slight decrease was associated with a reduction in the expense incurred in support of developers utilized towards the Company's hospitality software products combined with an increased in software development costs capitalized following the Company's establishment of technological feasibility in accordance with the related accounting guidance.

Amortization of identifiable intangible assets was $138,000 for the quarter ended September 30, 2012, compared to $257,000 for the same period in 2011.  This decrease was due to certain intangible assets that were fully amortized in 2011.

Other income, net was $233,000 for the quarter ended September 30, 2012 compared to income of $23,000 for the same period in 2011.  Other income primarily includes losses on the Company's investments, rental income, finance charges and foreign currency gains and losses.  This increase was partially associated with foreign currency gains recognized during the quarter.

Interest expense primarily represents interest charged on the Company's short-term borrowing requirements from banks and from long-term debt.  Interest expense was $22,000 for the quarter ended September 30, 2012 as compared to $48,000 for the same period in 2011.  This reduction is associated with a lower outstanding borrowing in 2012 as compared to the same period in 2011, combined with a favorable fair value adjustment on the Company's interest rate swap.

For the quarter ended September 30, 2012, the Company's expected effective income tax rate was 4.5 %, compared to a benefit of 40.8% for the same period in 2011.  The variance from the federal statutory rate in 2012 was due to an adjustment of the Company's tax accrual during the period, commensurate with the filing of its 2011 income tax return.  The variance from the federal statutory rate in 2011 was primarily due to state income taxes and various non-deductible expenses.

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Results of Operations —

Nine Months Ended September 30, 2012 Compared to Nine Months Ended September 30, 2011

During the first quarter of fiscal year 2012, the Company sold substantially all of the assets of its Logistics Management business, PAR Logistics Management Systems Corporation (LMS) to ORBCOMM Inc., including but not limited to accounts receivable, inventory, equipment, intellectual property, and customer contracts.  The transaction closed on January 12, 2012.   The results of operations of LMS for fiscal years 2012 and 2011 have been recorded as discontinued operations in accordance with Accounting Standards Codification (ASC) 205-20, Presentation of Financial Statements – Discontinued Operations.  All prior period amounts have been reclassified to conform to the current period presentation.  Refer to Note 2 "Discontinued Operations" in the Notes to the Consolidated Financial Statements for further discussion.

The Company reported revenues of $178.7 million for the nine months ended September 30, 2012, an increase of 5.6% from the $169.3 million reported for the same period in 2011.  The Company's net income from continuing operations was $1.8 million or $0.12 per diluted share for 2012 versus a net loss from continuing operations of $15.2 million or $1.01 loss per diluted share for the same period in 2011.  During the nine months, the Company reported income from discontinued operations of $1.5 million or $0.10 per diluted share versus a loss of $1.1 million or $0.07 loss per diluted share for the same period in 2011.  Results of the nine months ended September 30, 2012 include a gain on the sale of LMS of $2.6 million, recorded as a component of income from discontinued operations for the period.

The results of 2011 include pre-tax non-recurring charges of $29.4 million.  Of this amount, $20.8 million was a non-cash charge related to the impairment of the Company's goodwill and intangible assets.  The remaining $8.6 million in charges was related to the write-down of certain inventory associated with discontinued products, as well as severance and office closure costs.

Product revenues were $62.7 million for the nine months ended September 30, 2012, a decrease of 9% from the $68.9 million recorded in 2011.  This decrease was the result of a decline in domestic sales to McDonald's as their significant technology upgrade program was completed in fiscal year 2011.  Partially offsetting this decrease was an increase in sales of the Company's SureCheck™ product to a significant launch customer during the year, as well increases in product sales to YUM! Brands and Subway, commensurate with new store rollouts and upgrades.  In addition, international product sales grew 9.6% primarily to Yum! Brands in Europe as well as an increase in sales to restaurants in Australia Central America, China and, the Middle East.

Service revenue primarily includes installation, software maintenance, training, twenty-four hour help desk support and various depot and on-site service options.  Service revenues were $48.1 million for the nine months ended September 30, 2012, a decrease of 6.7% from the $51.6 million reported for the same period in 2011.  This decrease was associated with a decline in installation revenue commensurate with the related decline of product revenue in the Company's Hospitality businesses as well as a decline in call center revenue resulting from a modification to existing service contracts.  These decreases were partially offset by an increase in software maintenance and professional services revenue associated with the deployment of the Company's SureCheck product.

Contract revenues were $68.0 million for the nine months ended September 30, 2012, compared to $48.8 million reported for the same period in 2011.  This increase is mostly attributable to the Company's new Intelligence, Surveillance, and Reconnaissance (ISR) systems integration contract with the U.S. Army.

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Product margins for the nine months ended September 30, 2012 were 36.6%, a decrease from the 37.7% recorded for the same period in 2011.  This decrease was the result of an unfavorable mix in product sales resulting from a decrease in the amount of terminals sold relative to lower margin peripheral devices, partially offset by an increase in software revenue driven by the Company's launch of its EverServ software.

Service margins were 29.7% for the nine months ended September 30, 2012, an increase from the 14.4% for the same period in 2011.  Results for the nine months ended September 30, 2011 included a charge of $7.7 million recorded towards the write down of service parts inventory related to discontinued products during 2011.  Exclusive of the aforementioned charges, service margins were relatively flat at 29.4%.

Contract margins were 5.6% for the nine months ended September 30, 2012, compared to 6.2% for the same period in 2011.  This decrease was due to a less favorable contract mix as a result of the beginning of certain fixed price contracts.  The most significant components of contract costs in 2012 and 2011 were labor and fringe benefits.  For the nine months ended September 30, 2012, labor and fringe benefits were $30.1 million or 47% of contract costs compared to $36.7 million or 79% of contract costs for the same period in 2011.  This decrease is mostly attributable to the amount of subcontract pass through revenue associated with the Company's new ISR systems integration contract with the U.S. Army.

Selling, general and administrative expenses for the nine months ended September 30, 2012 were $28.8 million, an increase from the $27.7 million recorded for the same period in 2011.  This increase was due to an increase in commission expense associated with the increase in software sales in the first quarter, as well as an increase in sales and marketing effort associated with the Company's Hospitality products.

During the nine months ended September 30, 2011, the Company recorded a non-cash impairment charge of $20.2 million to its goodwill, which was the result of the reduction in PAR's stock price through the second quarter of 2011.  As a result of this reduction, the Company determined an impairment of goodwill had occurred and in accordance with the relevant accounting rules, recorded the aforementioned charge.  In addition to the aforementioned goodwill impairment charge, as part of this analysis, the Company recorded an impairment charge of $580,000 associated with its indefinite lived intangible assets.

Research and development expenses were $9.9 million for the nine months ended September 30, 2012, a decrease from the $10.4 million for the same period in 2011.  This decrease was associated with a reduction in the expense incurred in support of developers utilized towards the Company's hospitality software products, combined with an increased in software development costs capitalized following the Company's establishment of technological feasibility in accordance with the related accounting guidance.

Amortization of identifiable intangible assets was $441,000 for the nine months ended September 30, 2012, compared to $667,000 for the same period in 2011.  This decrease was due to certain intangible assets that were fully amortized in 2011.

Other income, net was $440,000 for the nine months ended September 30, 2012 compared to other expense of $106,000 for the same period in 2011.  Other income primarily includes unrealized gains on the Company's investments, rental income, finance charges and foreign currency gains and losses.  The increase in 2012 was due to foreign currency gains and finance charges associated with the Company's Hospitality businesses.

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Interest expense primarily represents interest charged on the Company's short-term borrowing requirements from banks and from long-term debt.  Interest expense was $64,000 for the nine months ended September 30, 2012, as compared to $163,000 for the same period in 2011.  This reduction is associated with a lower outstanding borrowing in 2012 as compared to the same period in 2011.

For the nine months ended September 30, 2012, the Company's expected effective income tax rate was 17.3%, compared to a benefit of 35.4% for the same period in 2011.  The variance from the federal statutory rate in 2012 was due to an adjustment of the Company's tax accrual during the period, commensurate with the filing of its 2011 income tax return.  The variance from the federal statutory rate in 2011 was primarily due to state income taxes and various non-deductible expenses.

Liquidity and Capital Resources

The Company's primary sources of liquidity have been cash flow from operations and its bank line of credit.  Cash provided by operating activities of continuing operations was $13.7 million for the nine months ended September 30, 2012 compared to $4.3 million for the same period in 2011.  In 2012, cash was generated by the Company's net income plus the add back of non-cash charges, offset by reductions to changes in operating assets and liabilities.  The most significant changes to the Company's operating assets and liabilities were the decrease in accounts receivable primarily due to the timing of collections associated with the Company's ISR contract with the U.S. Government,  as well as an increase in deferred service revenue due to the timing of billing of customer service contracts.  These were partially offset by an increase in inventory due planned shipments that were delayed until the fourth quarter.   In 2011, cash was generated by the Company's net loss plus the add back of non-cash charges, offset by reductions to changes in operating assets and liabilities.  The most significant changes to the Company's operating assets and liabilities were associated with a decrease in accounts payable based on the timing of vendor payments, partially offset by an increase in deferred service revenue associated with the timing of contract billings.

Cash provided by investing activities from continuing operations was $717,000 for the nine months ended September 30, 2012 versus cash used in investing activities of $7.8 million for the same period in 2011.  In 2012, the Company received cash proceeds of $4 million related to the sale of its Logistics Management business, and generated $1.9 million from the maturity of its investments.  In addition, $956,000 of the proceeds generated from the Company's sale of its investment remains in escrow commensurate with the terms of the Company's agreement relative to the January 2012 sale of its Logistics Management business.  Capital expenditures were $1.7 million and were primarily for tooling associated with the Company's new hardware products, as well as for purchases of office and computer equipment.  Capitalized software was $2.5 million and was associated with the Company's next generation Hospitality software platforms.  In 2011, capital expenditures were $651,000 and were primarily for office and computer equipment.  Capitalized software was $7.0 million and was associated with the Company's next generation Hospitality software platforms.

Cash used in financing activities from continuing operations was $1.4 million  for the nine months ended September 30, 2012 versus cash provided of $406,000 in 2011.  In 2012, the Company decreased its long-term debt by $1.5 million and benefited $25,000 from the exercise of employee stock options.  In 2011, the Company increased its short-term borrowings by $1.5 million in support of its operating cash needs, and decreased its long-term debt by $1.2 million.  The Company also benefited $132,000 from the exercise of employee stock options.

The Company maintains a credit facility which provides it with borrowing availability up to $20 million (with the option to increase to $30 million) in the form of a line of credit.  This agreement allows the Company, at its option, to borrow funds at the LIBOR rate plus the applicable interest rate spread (1.38% at September 30, 2012) or at the bank's prime lending rate (3.25 % at September 30, 2012).  This agreement expires in June 2014.  At September 30, 2012, the Company did not have any outstanding balance on this line of credit, nor did it borrow against this line at anytime during the nine months.  This agreement contains certain loan covenants including leverage and fixed charge coverage ratios.  In July 2011, this agreement was amended to exclude specific non-recurring charges recorded by the Company in the second quarter of 2011 from all debt covenant calculations in 2011 and through September 30, 2012.  The Company is in compliance with these amended covenants at September 30, 2012.  This credit facility is secured by certain assets of the Company.

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The Company has a $1.3 million mortgage, collateralized by certain real estate.  This mortgage matures on November 1, 2019.  In May 2012, the Company amended its mortgage to reduce the fixed interest rate to 4.05% through October 1, 2014.  Beginning on October 1, 2014 and through the maturity date of the loan, the fixed rate will be converted to a new rate equal to the then-current five year fixed advanced rate charged by the New York Federal Home Loan bank, plus 225 basis points.  The annual mortgage payment including interest through October 1, 2014 totals $207,000.

During fiscal year 2012, the Company anticipates that its capital requirements will not exceed approximately $3 million.  The Company does not usually enter into long term contracts with its major Hospitality segment customers.  The Company commits to purchasing inventory from its suppliers based on a combination of internal forecasts and actual orders from customers.  This process, along with good relations with suppliers, minimizes the working capital investment required by the Company.  Although the Company lists two major customers, McDonald's and Yum! Brands, it sells to hundreds of individual franchisees of these corporations, each of which is individually responsible for its own debts.  These broadly made sales substantially reduce the impact on the Company's liquidity if one individual franchisee reduces the volume of its purchases from the Company in a given year.  The Company, based on internal forecasts, believes its existing cash, line of credit facilities and its anticipated operating cash flow will be sufficient to meet its cash requirements through the next twelve months.  However, the Company may be required, or could elect, to seek additional funding prior to that time.  The Company's future capital requirements will depend on many factors including its rate of revenue growth, the timing and extent of spending to support product development efforts, potential growth through strategic acquisition, expansion of sales and marketing, the timing of introductions of new products and enhancements to existing products, and market acceptance of its products.  The Company cannot assure additional equity or debt financing will be available on acceptable terms or at all.  The Company's sources of liquidity beyond twelve months, in management's opinion, will be its cash balances on hand at that time, funds provided by operations, funds available through its lines of credit and the long-term credit facilities that it can arrange.

Recently Issued Accounting Pronouncements Not Yet Adopted

On July 27, 2012, the FASB issued Accounting Standards Update 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment ("ASU 2012-02"). ASU 2012-02 is intended to reduce the cost and complexity of the annual indefinite-lived intangible assets impairment testing by providing entities an option to perform a "qualitative" assessment to determine whether further impairment testing is necessary. As such, there is the possibility that quantitative assessments would not need to be performed if it is more likely than not that no impairment exists. The Company is required to adopt the provisions of ASU 2012-02, which is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of ASU 2012-02 is not expected to have a significant impact on the Company's financial position or results of operations.

Recently Adopted Accounting Pronouncements

In September 2011, FASB issued ASU No. 2011-08, Intangibles-Goodwill and Other: Testing Goodwill for Impairment, which amends FASB Topic ASC 350, Intangible Assets-Goodwill and Other. Under ASU No. 2011-08, an entity may elect the option to assess qualitative factors to determine whether it is necessary to perform the first step in the two-step impairment testing process. ASU No. 2011-08 was effective on January 1, 2012. The adoption of ASU No. 2011-08 did not have a material impact on the Company's consolidated financial statements.

In May 2011, FASB issued ASU No. 2011-04, Amendment to Achieve Common Fair Value Measurement and Disclosure Requirements, in U.S. GAAP and International Financial Reporting Standards (IFRS), which amends FASB Topic ASC 820, Fair value measurement. ASU No. 2011-04 modifies the existing standard to include disclosure of all transfers between Level 1 and Level 2 asset and liability fair value categories. In addition, ASU No. 2011-04 provides guidance on measuring the fair value of financial instruments managed within a portfolio and the application of premiums and discounts on fair value measurements. ASU No. 2011-04 requires additional disclosure for Level 3 measurements regarding the sensitivity of fair value to changes in unobservable inputs and any interrelationships between those inputs. ASU No. 2011-04 was effective on January 1, 2012.  The adoption of ASU No. 2011-04 did not have a material impact on the Company's consolidated financial statements.

Critical Accounting Policies

In our Annual Report on Form 10-K for the year ended December 31, 2011, we disclose accounting policies, referred to as critical accounting policies, that require management to use significant judgment or that require significant estimates.  Management regularly reviews the selection and application of our critical accounting policies.  There have been no updates to the critical accounting policies contained in our Annual Report on Form 10-K for the year ended December 31, 2011.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

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Item 3.  Quantitative and Qualitative Disclosures about Market Risk

inflation

Inflation had little effect on revenues and related costs during the nine months ended September 30, 2012.  Management anticipates that margins will be maintained at acceptable levels to minimize the effects of inflation, if any.

interest rates

As of September 30, 2012, the Company does not have any variable debt.  As such, the Company believes that an adverse change in interest rates of 100 basis points would not have a material impact on our business, financial condition, results of operations or cash flows.

foreign currency

The Company's primary exposures relate to certain non-dollar denominated sales and operating expenses in Europe and Asia. These primary currencies are the Great British Pound, the Euro, the Australian dollar, the Singapore dollar and the Chinese Renminbi.  Management believes that foreign currency fluctuations should not have a significant impact on our business, financial condition, and results of operations or cash flows due to the current volume of business affected by foreign currencies.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.

Based on an evaluation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of September 30, 2012, the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"), conducted under the supervision of and with the participation of the Company's chief executive officer and chief financial officer, such officers have concluded that the Company's disclosure controls and procedures, which are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and designed to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is accumulated and communicated to management including the chief executive and financial officers, as appropriate, to allow timely decisions regarding required disclosures, are effective as of the Evaluation Date.

(b) Changes in Internal Control over Financial Reporting.

There was no change in the Company's internal controls over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act during the quarter ended September 30, 2012 that has materially affected, or is reasonably likely to materially affect, such internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1A.  Risk Factors

The Company is exposed to certain risk factors that may affect operations and/or financial results.  The significant factors known to the Company are described in the Company's most recently filed Annual Report on Form 10-K.  There have been no material changes from the risk factors as previously disclosed in the Company's Annual Report on Form 10-K.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

On August 1, 2012, PAR Technology Corporation furnished a report on Form 8-K pursuant to Item 2.02 (Results of Operations and Financial Condition) of that Form relating to its financial information for the quarter ended June 30, 2012, as presented in the press release of August 1, 2011 and furnished thereto as an exhibit.

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Item 6.  Exhibits

List of Exhibits

Exhibit No.	Description of Instrument
10.1	Notice of Stock Option Award
10.2	Notice of Stock Option Award - Long Term Incentive Program
31.1	Certification of Chairman of the Board and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Vice President, Chief Financial Officer and Treasurer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chairman of the Board and Chief Executive Officer and Sr. Vice President, Chief Financial Officer and Treasurer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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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:  November 13, 2012
	/s/STEVEN M. MALONE
	Steven M. Malone
	Vice President, Controller, and Chief Accounting Officer

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Exhibit Index

Exhibit No.	Description of Instrument	Sequential Page Number
10.1	Notice of Stock Option Award	E-1
10.2	Notice of Stock Option Award - Long Term Incentive Program	E-2
31.1	Certification of Chairman of the Board and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	E-3
31.2	Certification of Vice President, Chief Financial Officer and Treasurer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	E-4
32.1	Certification of Chairman of the Board and Chief Executive Officer and Sr. Vice President, Chief Financial Officer and Treasurer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	E-5

24

EX-10.1

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Exhibit 10.1

PAR TECHNOLOGY CORPORATION

2005 EQUITY INCENTIVE PLAN

NOTICE OF STOCK OPTION AWARD

Unless otherwise defined herein, the terms defined in the 2005 Equity Incentive Plan shall have the same defined meanings in this Notice of Stock Option Award and the attached Stock Option Award Terms, which is incorporated herein by reference (together, the "Award Agreement").

Participant (the "Participant")

___________________________

Grant

The undersigned Participant has been granted an Option to purchase Common Stock of PAR Technology Corporation (the "Company"), subject to the terms and conditions of the Plan and this Award Agreement, as follows:

Date of Grant	Total Exercise Price	$
Exercise Price per Share	Type of Option	Incentive Stock Option
Total Number of Shares Granted		Nonstatutory Stock Option
	Term/ExpirationDate

Vesting Schedule:

This Option shall be exercisable, in whole or in part, according to the attached vesting schedule.

Vesting of this Option shall cease upon termination of Employment/Other Relationship (the "Relationship") of the Participant with the Company.

Participant __________________________________	PAR Technology Corporation __________________________________
Signature __________________________________	By: Paul B. Domorski Title: CEO & President
Print Name __________________________________ __________________________________ Residence Address

E-1

PAR TECHNOLOGY CORPORATION

STOCK OPTION

AWARD TERMS

1. Grant of Option. The Committee hereby grants to the Participant named in the Notice of Stock Option Grant an option (the "Option") to purchase the number of Shares set forth in the Notice of Stock Option Award, at the exercise price per Share set forth in the Notice of Stock Option Grant (the "Exercise Price"), and subject to the terms and conditions of the 2005 Equity Incentive Plan (the "Plan"), which is incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Stock Option Award Agreement, the terms and conditions of the Plan shall prevail.

If designated in the Notice of Stock Option Grant as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 limitation rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option ("NSO").

2.Exercise of Option.

i. Right to Exercise. This Option may be exercised during its term in accordance with the Vesting Schedule set out in the Notice of Stock Option Award and with the applicable provisions of the Plan and this Award Agreement.

ii. Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the "Exercise Notice") which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the "Exercised Shares"), the Participant's agreement to be subject to a right of first refusal with respect to Exercised Shares and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by payment of the aggregate Exercise Price.

No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with applicable laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Participant on the date on which the Option is exercised with respect to such Shares.

3. Termination. This Option shall be exercisable for three months after Participant ceases to be an employee; provided, however, if the Relationship is terminated by the Company for cause, the Option shall terminate immediately. Upon Participant's death, if applicable, termination of employment by reason of normal or early retirement or Disability, this Option may be exercised until the earlier of (i) twelve (12) months after the Relationship ceases or (ii) expiration of the Term as described in Section 7 below. In no event may Participant exercise this Option after the Term/Expiration Date as provided above.

4. Lock-Up Period. Participant hereby agrees that, if so requested by the Company or any representative of the underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Company under the Securities Act, Participant shall not sell or otherwise transfer any Shares or other securities of the Company during the 180-day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the "Market Standoff Period") following the effective date of a registration statement of the Company filed under the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.

5. Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable law, including without limitation securities laws or the Company's Insider Trading Policy.

6. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant. The terms of the Plan and this Award Agreement shall be binding upon the executors, Committees, heirs, successors and assigns of the Participant.

7. Term of Option. This Option may be exercised only within the Term set out in the Notice of Stock Option Award which Term may not exceed ten (10) years from the Date of Grant, and may be exercised during such Term only in accordance with the Plan and the terms of this Award Agreement.

8. United StatesTax Consequences. Set forth below is a brief summary as of the date of this Option of some of the United States federal tax consequences of exercise of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

i. Exercise of ISO. If this Option qualifies as an Incentive Stock Option, there will be no regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject the Participant to the alternative minimum tax in the year of exercise.

ii. Exercise of Nonstatutory Stock Option. There may be a regular federal income tax liability upon the exercise of a Nonstatutory Stock Option. The Participant will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If the Participant is an Employee or a former Employee, the Company will be required to withhold from the Participant's compensation or collect from the Participant and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

iii. Disposition of Shares. In the case of a Nonstatutory Stock Option, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an Incentive Stock Option, if Shares transferred pursuant to the Option are held for at least one year after exercise and for at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an Incentive Stock Option are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the Incentive Stock Option Shares were held.

iv. Notice of Disqualifying Disposition of Incentive Stock Option Shares. If this Option is an Incentive Stock Option, and if the Participant sells or otherwise disposes of any of the Shares acquired pursuant to the Incentive Stock Option on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Participant shall immediately notify the Company in writing of such disposition. The Participant agrees that the Participant may be subject to income tax withholding by the Company on the compensation income recognized by the Participant.

v. Withholding. Pursuant to applicable federal, state, local or foreign laws, the Company may be required to collect income or other taxes on the grant of this Option, the exercise of this Option, the lapse of a restriction placed on this Option or the Shares issued upon exercise of this Option, or at other times. The Company may require, at such time as it considers appropriate, that the Participant pay the Company the amount of any taxes which the Company may determine is required to be withheld or collected, and the Participant shall comply with the requirement or demand of the Company. In its discretion, the Company may withhold Shares to be received upon exercise of this Option or offset against any amount owed by the Company to the Participant, including compensation amounts, if in its sole discretion it deems this to be an appropriate method for withholding or collecting taxes.

9. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified (except as provided herein and in the Plan) adversely to the Participant's interest except by means of a writing signed by the Company and Participant. This agreement is governed by the internal substantive laws but not the choice of law rules of the State of Delaware.

10. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING IN THE RELATIONSHIP AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING ENGAGED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE THE RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.

Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Option. Participant further agrees to notify the Company upon any change in the residence address indicated below.

EXHIBIT A

2005 EQUITY INCENTIVE PLAN

EXERCISE NOTICE

PAR Technology Corporation

8383 Seneca Turnpike

New Hartford, NY 13413

Attention: President

1. Exercise of Option. Effective as of today, ______________, 200__, the undersigned ("Participant") hereby elects to exercise Participant's option to purchase _________ shares of the Common Stock (the "Shares") of PAR Technology Corporation (the "Company") under and pursuant to the 2005 Equity Incentive Plan (the "Plan") and the Stock Option Award Agreement dated ____________, 200__ (the "Award Agreement").

2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price of the Shares, as set forth in the Award Agreement.

3. Representations of Participant. Participant acknowledges that Participant has received, read and understood the Plan and the Award Agreement and agrees to abide by and be bound by their terms and conditions.

4. Rights as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares shall be issued to the Participant as soon as practicable after the Option is exercised. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 3(c) of the Plan.

5. Tax Consultation. Participant understands that Participant may suffer adverse tax consequences as a result of Participant's purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice.

6. Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his or her heirs, executors, Committees, successors and assigns.

7. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Participant or by the Company forthwith to the Committee which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Committee shall be final and binding on all parties.

8. Governing Law; Severability. This Agreement is governed by the laws of the state of the state of Delaware.

9. Entire Agreement. The Plan and Award Agreement are incorporated herein by reference. This Agreement, the Plan and the Award Agreement (including all exhibits) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant's interest except by means of a writing signed by the Company and Participant.

Submitted by:	Accepted by:
Participant _______________________________________	PAR Technology Corporation
Signature	By: ____________________________________
_______________________________________ Print Name _______________________________________ Residence Address	Title: CEO & President Address: 8383 Seneca Turnpike, New Hartford, NY 13413 _______________________________________ Date Received

# 1405711 v2 - HAUSERJL - 024978/0001

Vesting Schedule:

EX-10.2

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Exhibit 10.2

PAR TECHNOLOGY CORPORATION

2005 EQUITY INCENTIVE PLAN

NOTICE OF STOCK OPTION AWARD

LTI Program

Unless otherwise defined herein, the terms defined in the 2005 Equity Incentive Plan shall have the same defined meanings in this Notice of Stock Option Award and the attached Stock Option Award Terms, which is incorporated herein by reference (together, the "Award Agreement").

Participant (the "Participant")

______________________________

Grant

The undersigned Participant has been granted an Option to purchase Common Stock of PAR Technology Corporation (the "Company"), subject to the terms and conditions of the Plan and this Award Agreement, as follows:

Date of Grant	Total Exercise Price	$
Vesting Commencement Date	Type of Option	oIncentive Stock Option
Exercise Price per Share		oNonstatutory Stock Option
Total Number of Shares Granted	Term/ExpirationDate

E-2

Vesting Schedule:

This Option shall be exercisable, in whole or in part, according to the following vesting schedule:

Number of Months (or years) of Service % of Grant (or # of Shares) Vested and Exercisable

Notwithstanding the Vesting Schedule above, this Option shall be fully vested and exercisable with respect to 100 percent of the shares that are the subject of this Option if the Participant is engaged in an Employment/Other Relationship ("Relationship") with the Company on the effective date of a Change in Control of the Company.

Vesting of this Option shall cease upon termination of the Relationship of the Participant with the Company.

Participant __________________________________	PAR Technology Corporation __________________________________
Signature __________________________________	By: Paul B. Domorski Title: CEO & President
Print Name __________________________________ __________________________________ Residence Address

PAR TECHNOLOGY CORPORATION

STOCK OPTION

AWARD TERMS

1. Grant of Option. The Committee hereby grants to the Participant named in the Notice of Stock Option Grant an option (the "Option") to purchase the number of Shares set forth in the Notice of Stock Option Award, at the exercise price per Share set forth in the Notice of Stock Option Grant (the "Exercise Price"), and subject to the terms and conditions of the 2005 Equity Incentive Plan (the "Plan"), which is incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Stock Option Award Agreement, the terms and conditions of the Plan shall prevail.

If designated in the Notice of Stock Option Grant as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 limitation rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option ("NSO").

2.Exercise of Option.

i. Right to Exercise. This Option may be exercised during its term in accordance with the Vesting Schedule set out in the Notice of Stock Option Award and with the applicable provisions of the Plan and this Award Agreement.

ii. Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the "Exercise Notice") which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the "Exercised Shares"), the Participant's agreement to be subject to a right of first refusal with respect to Exercised Shares and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by payment of the aggregate Exercise Price.

No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with applicable laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Participant on the date on which the Option is exercised with respect to such Shares.

3. Termination. To the extent then vested, this Option shall be exercisable for 90 days after Participant ceases to be an employee; provided, however, if the Relationship is terminated by the Company "for Cause" (as defined in the Plan), the provisions of Section 9 below shall apply. However, in no event may Participant exercise this Option after the Term/Expiration Date as provided above.

4. Lock-Up Period. Participant hereby agrees that, if so requested by the Company or any representative of the underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Company under the Securities Act, Participant shall not sell or otherwise transfer any Shares or other securities of the Company during the 180-day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the "Market Standoff Period") following the effective date of a registration statement of the Company filed under the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.

5. Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable law, including without limitation securities laws or the Company's Insider Trading Policy.

6. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant. The terms of the Plan and this Award Agreement shall be binding upon the executors, Committees, heirs, successors and assigns of the Participant.

7. Term of Option. This Option may be exercised only within the Term set out in the Notice of Stock Option Award which Term may not exceed ten (10) years from the Date of Grant, and may be exercised during such Term only in accordance with the Plan and the terms of this Award Agreement.

8. Restrictions on Transfers of Exercised Shares.

i. Subject to the Company's right of first refusal described in Section 8(ii) below, Exercised Shares may be sold or transferred as follows:

a.Exercised Shares may be sold or transferred in such number as the Company reasonably estimates will be sufficient to provide the Participants with enough after-tax cash to pay income and employment taxes that become due as a result of the exercise of the Option;

b.____ percent (___%) of the Exercised Shares that remain after the sale or transfer described in (a) above may be sold or transferred at the Participant's discretion; and

c._____ percent (___%) of the Exercised Shares that remain after the sale or transfer described in (a) above may be sold or transferred at the Participant's discretion upon the earliest of:

I. the first anniversary of the date of termination of the Relationship of the Participant with the Company,

II. the Participant's death, or

III. the closing of a Change in Control.

ii. Prior to the Participant's intended disposition or transfer of any Exercised Shares that are no longer subject to the holding periods described in Section 8(i) above, the Participant shall provide advance written notice of such intended disposition or transfer to the Company. Such advance written notice shall be provided at least 10 days but not more than 20 days in advance of the intended disposition or transfer. The Company shall have seven days following its receipt of the Participant advance notice during which the Company may elect to purchase the Exercised Shares that the Participant intends to dispose of or transfer. If the Company elects to purchase such Exercised Shares, the Company shall provide the Participant with written notice of the Company's election to purchase the Exercised Shares and shall complete the purchase within five business days of the Company's notice of its election. The per share purchase price for the Exercised Shares purchased by the Company shall equal the average of the closing prices for a share of the Company's Common Stock on the five trading days that immediately precede the date the purchase is completed. The Participant (or his estate or escrow agent) shall tender to the Company at its principal offices the certificate or certificates, if applicable, representing the Exercised Shares which the Company has elected to purchase, duly endorsed in blank by the Participant or with duly executed stock powers attached thereto, all in form suitable for the transfer of such Exercised Shares to the Company. If ownership of the Exercised Shares is reflected in book form (or in any other form of un-certificated ownership), the Participant shall execute and provide any and all such documentation or other authorization suitable for the transfer of such Exercised Shares to the Company.

9. Forfeiture and Return of Acquired Shares.

i. Termination for Cause. If the Relationship between the Participant and the Company is terminated by the Company "for Cause" (as defined in the Plan), this Option shall immediately terminate and the Company shall have the right to repurchase (in accordance with the procedure described in Section 8(ii) above, except that the per share purchase price shall be the stated par value for each share of Exercised Share purchased) any or all of the Exercised Shares.

ii. Restrictive Covenants. In consideration for the grant of this Option, the Participant agrees as follows:

a. Confidentiality. Participant agrees that he shall not, without the prior written consent of the Company, disclose or use in any way, either during employment by the Company or thereafter, except to perform services as an

b. employee or director of the Company, any confidential business or technical information or trade secret that is not in the public domain acquired in the course of employment by the Company. Participant acknowledges and agrees that it would be difficult to fully compensate the Company for damages resulting from the breach or threatened breach of the foregoing provision and, accordingly, that the Company shall be entitled to temporary preliminary and permanent injunctive relief to enforce such provision. This provision with respect to injunctive relief shall not, however, diminish the Company's right to claim and recover damages. Participant covenants to use his best efforts to prevent the publication or disclosure of any trade secret or confidential information that is not in the public domain concerning the business or finances of the Company or the Company's affiliates, or any of its or their dealings, transactions or affairs which may come to his knowledge in the pursuance of his duties or employment.

c. Non-Competition. While Participant is employed by the Company, and for a period of one year after employment with the Company ends for any reason, Participant shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in providing services or products to or on behalf of, any of the Company's direct competitors (which include, by way of example and not limitation, ____________________________) in any way, in any jurisdiction(s) in which the Company (inclusive of any group, affiliate, division or subsidiary of the Company) operates, has clients or customers, or otherwise conducts or is engaged in business, whether within or outside the United States; provided, however, that ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

d. Non-Solicitation. While Participant is employed by the Company, and for a period of one year after employment with the Company ends for any reason, Participant shall not directly or indirectly solicit (other than on behalf of the Company) business or contracts for any products or services of the type provided, developed or under development by the Company during employment by the Company, from or with (x) any person or entity which was a customer of the Company for such products or services as of, or within 24 months prior to, the date of termination of employment with the Company, or (y) any prospective customer which the Company was soliciting as of, or within 24 months prior to, termination. Additionally, while Participant is employed by the Company, and for a period of two years after employment with the Company ends for any reason, Participant will not directly or indirectly contract with any such customer or prospective customer for any product or service of the type provided, developed or which was under development by the Company during employment with the Company. Participant will not at any time knowingly interfere or attempt to interfere with any transaction, agreement or business relationship in which the Company was involved or was contemplating during Participant's employment

e. with the Company, including but not limited to relationships with investors, prospective investors, customers, prospective customers, agents, contractors, vendors, service providers and suppliers.

f. Non-Recruitment. While Participant is employed by the Company, and for a period of one year after employment with the Company ends for any reason, Participant shall not, directly or indirectly, solicit, recruit or hire, or in any manner assist in the hiring, solicitation or recruitment, of any individual who is or was an employee of the Company, or who otherwise provided services to the Company, within 24 months prior to the termination of Participant's employment with the Company.

If the Participant violates any of the restrictive covenants described in this Section 9(ii) or in any policy of the Company, then in addition to any other legal and equitable remedies (including injunctive relief) that may be available to the Company, this Option shall immediately terminate and the Company shall have the right to repurchase (in accordance with the procedure described in Section 8(ii) above, except that the per share purchase price shall be the stated par value for each share of Exercised Share purchased) any or all of the Exercised Shares.

iii. Return of Exercised Shares and Excess Profits. To the extent that the Company's Board of Directors determines that the Participant has profited or has the potential to profit from the disposition of Exercised Shares and that such profit was/may be based on materially inaccurate financial information about the Company during the period the Participant is/was in a Relationship with the Company, the Participant agrees to return all affected Exercised Shares, plus the excess of the profit actually gained from the disposition of Exercised Shares over the profit the Participant would have gained had there been no materially inaccurate financial information. The Participant agrees to return affected Exercised Shares, plus the gross amount of any such excess profit, to the Company within 10 business days of the Board of Directors' demand. Within 10 business days of the Company's receipt of returned Exercised Shares, and the gross excess profit, the Company shall pay to the Participant the par value for each share of returned Exercised Shares.

10. United States Tax Consequences. Set forth below is a brief summary as of the date of this Option of some of the United States federal tax consequences of exercise of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

i. Exercise of ISO. If this Option qualifies as an Incentive Stock Option, there will be no regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative

minimum tax for federal tax purposes and may subject the Participant to the alternative minimum tax in the year of exercise.

ii. Exercise of Nonstatutory Stock Option. There may be a regular federal income tax liability upon the exercise of a Nonstatutory Stock Option. The Participant will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If the Participant is an Employee or a former Employee, the Company will be required to withhold from the Participant's compensation or collect from the Participant and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

iii. Disposition of Shares. In the case of a Nonstatutory Stock Option, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an Incentive Stock Option, if Shares transferred pursuant to the Option are held for at least one year after exercise and for at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an Incentive Stock Option are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the Incentive Stock Option Shares were held.

iv. Notice of Disqualifying Disposition of Incentive Stock Option Shares. If this Option is an Incentive Stock Option, and if the Participant sells or otherwise disposes of any of the Shares acquired pursuant to the Incentive Stock Option on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Participant shall immediately notify the Company in writing of such disposition. The Participant agrees that the Participant may be subject to income tax withholding by the Company on the compensation income recognized by the Participant.

v. Withholding. Pursuant to applicable federal, state, local or foreign laws, the Company may be required to collect income or other taxes on the grant of this Option, the exercise of this Option, the lapse of a restriction placed on this Option or the Shares issued upon exercise of this Option, or at other times. The Company may require, at such time as it considers appropriate, that the Participant pay the Company the amount of any taxes which the Company may determine is required to be withheld or collected, and the Participant shall comply with the requirement or demand of the Company. In its discretion, the Company may withhold Shares to be received upon exercise of this Option or offset against any amount owed by the Company to the Participant, including compensation amounts, if in its sole discretion it deems this to be an appropriate method for withholding or collecting taxes.

11. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified (except as provided herein and in the Plan) adversely to the Participant's interest except by means of a writing signed by the Company and Participant. This agreement is governed by the internal substantive laws but not the choice of law rules of the State of Delaware.

12. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING IN THE RELATIONSHIP AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING ENGAGED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE THE RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.

Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Option. Participant further agrees to notify the Company upon any change in the residence address indicated below.

EXHIBIT A

2005 EQUITY INCENTIVE PLAN

EXERCISE NOTICE

PAR Technology Corporation

8383 Seneca Turnpike

New Hartford, NY 13413

Attention: President

1. Exercise of Option. Effective as of today, ______________, 20__, the undersigned ("Participant") hereby elects to exercise Participant's option to purchase _________ shares of the Common Stock (the "Shares") of PAR Technology Corporation (the "Company") under and pursuant to the 2005 Equity Incentive Plan (the "Plan") and the Stock Option Award Agreement dated ____________, 20__ (the "Award Agreement").

2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price of the Shares, as set forth in the Award Agreement.

3. Representations of Participant. Participant acknowledges that Participant has received, read and understood the Plan and the Award Agreement and agrees to abide by and be bound by their terms and conditions.

4. Rights as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares shall be issued to the Participant as soon as practicable after the Option is exercised. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 3(c) of the Plan.

5. Tax Consultation. Participant understands that Participant may suffer adverse tax consequences as a result of Participant's purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice.

6. Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his or her heirs, executors, Committees, successors and assigns.

7. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Participant or by the Company forthwith to the Committee which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Committee shall be final and binding on all parties.

8. Governing Law; Severability. This Agreement is governed by the laws of the state of the state of Delaware.

9. Entire Agreement. The Plan and Award Agreement are incorporated herein by reference. This Agreement, the Plan and the Award Agreement (including all exhibits) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant's interest except by means of a writing signed by the Company and Participant.

Submitted by:	Accepted by:
Participant _______________________________________	PAR Technology Corporation
Signature	By: ____________________________________
_______________________________________ Print Name _______________________________________ Residence Address	Title: CEO & President Address: 8383 Seneca Turnpike, New Hartford, NY 13413 _______________________________________ Date Received

EX-31.1

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Exhibit 31.1

PAR TECHNOLOGY CORPORATION

STATEMENT OF EXECUTIVE OFFICER

I, Paul B. Domorski certify that:

1. I have reviewed this report on Form 10-Q of PAR Technology Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial

reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability  to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 13, 2012	/s/Paul B. Domorski
	Paul B. Domorski
	Chairman of the Board, President and Chief Executive Officer

E-3

EX-31.2

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Exhibit 31.2

PAR TECHNOLOGY CORPORATION

STATEMENT OF EXECUTIVE OFFICER

I, Ronald J. Casciano, certify that:

1. I have reviewed this report on Form 10-Q of PAR Technology Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial

reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability  to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 13, 2012	/s/Ronald J. Casciano
	Ronald J. Casciano
	Sr. Vice President, Chief Financial Officer and Treasurer

E-4

EX-32.1

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Exhibit 32.1

PAR TECHNOLOGY CORPORATION

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of PAR Technology Corporation (the "Company") on Form 10-Q for the quarter ended September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Paul B. Domorski and Ronald J. Casciano, Chairman of the Board, President & Chief Executive Officer and Sr. Vice President, Chief Financial Officer and Treasurer of the Company, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

1. The Report fully complies with the requirement of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/Paul B. Domorski

Paul B. Domorski

Chairman of the Board, President & Chief Executive Officer

November 13, 2012

/s/Ronald J. Casciano

Ronald J. Casciano

Sr. Vice President, Chief Financial Officer and Treasurer,

November 13, 2012

E-5

XML

Stock Based Compensation (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 135,000	$ 203,000	$ 534,000	$ 434,000
Stock-based compensation expense, tax benefit			61,000
Non-vested equity awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 551,000		$ 551,000
2005 Equity Incentive Plan [Member] | Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized under plan approved by directors (in shares)	135,000		135,000
2005 Equity Incentive Plan [Member] | Incentive Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized under plan approved by directors (in shares)	67,000		67,000

XML

Accounts Receivable

9 Months Ended

Sep. 30, 2012

Accounts Receivable [Abstract]

Accounts Receivable

Note 3 — Accounts Receivable

	(in thousands)
	September 30,				December 31,
	2012				2011
Government segment:
Billed		$	8,373			$	12,903
Advanced billings			(1,493	)			(1,552	)
			6,880				11,351
Hospitality segment:
Accounts receivable - net			19,443				19,329
		$	26,323			$	30,680

At September 30, 2012 and December 31, 2011, the Company had recorded allowances for doubtful accounts of $685,000 and $917,000, respectively, against Hospitality accounts receivable.

XML

Segment and Related Information, Revenue By Major Customer (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Revenue, Major Customer [Line Items]
Percentage of revenue generated by customer (in hundredths)	100.00%	100.00%	100.00%	100.00%
McDonald's Corporation [Member]
Revenue, Major Customer [Line Items]
Percentage of revenue generated by customer (in hundredths)	20.00%	31.00%	18.00%	30.00%
Yum! Brands, Inc. [Member]
Revenue, Major Customer [Line Items]
Percentage of revenue generated by customer (in hundredths)	16.00%	15.00%	15.00%	13.00%
U.S. Department of Defense [Member]
Revenue, Major Customer [Line Items]
Percentage of revenue generated by customer (in hundredths)	36.00%	27.00%	38.00%	29.00%
All Others [Member]
Revenue, Major Customer [Line Items]
Percentage of revenue generated by customer (in hundredths)	28.00%	27.00%	29.00%	28.00%

XML

Segment and Related Information, Reconciliation of Segment Assets (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Identifiable assets by business segment [Abstract]
Identifiable assets	$ 121,976	$ 112,761
Goodwill by business segment [Abstract]
Goodwill	6,852	6,852
UNITED STATES
Identifiable assets by business segment [Abstract]
Identifiable assets	106,296	100,310
Other Countries [Member]
Identifiable assets by business segment [Abstract]
Identifiable assets	15,680	12,451
Hospitality [Member]
Identifiable assets by business segment [Abstract]
Identifiable assets	95,144	89,135
Goodwill by business segment [Abstract]
Goodwill	6,116	6,116
Government [Member]
Identifiable assets by business segment [Abstract]
Identifiable assets	8,255	12,617
Goodwill by business segment [Abstract]
Goodwill	736	736
Other [Member]
Identifiable assets by business segment [Abstract]
Identifiable assets	$ 18,577	$ 11,009

XML

Discontinued Operations

9 Months Ended

Sep. 30, 2012

Discontinued Operations [Abstract]

Discontinued Operations

Note 2 — Discontinued Operations

On January 12, 2012, PAR Technology Corporation completed its previously announced sale of substantially all of the assets of the PAR Logistics Management Systems Corporation (LMS) to ORBCOMM Inc. ("ORBCOMM").

The consideration payable by ORBCOMM at the closing with respect to substantially all the assets of LMS aggregates $6,123,000 comprised of $4,000,000 in cash and $2,123,000 in shares of common stock of ORBCOMM Inc. (the Closing Consideration).  Of the equity consideration, $1,274,000 (based on the fair value as of the date of closing) was held in escrow to settle future claims, with release dates of August 2012 and April 2013.  During the second quarter, the Company liquidated its common stock investment of ORBCOMM Inc. which resulted in it recording a realized loss for the nine months ended September 30, 2012 of $210,000.  Of the total proceeds from the liquidation, $956,000 remains in escrow.  The Company recorded its loss on liquidation of its investment within other income (expense), net, on its Consolidated Statement of Operations.

In addition to the Closing Consideration, contingent consideration of up to $3,950,000 is payable by ORBCOMM to PAR post-closing in cash, ORBCOMM common stock or a combination of cash and ORBCOMM common stock, at ORBCOMM's option.  Up to $3,000,000 of the contingent consideration will be payable based on ORBCOMM achieving certain agreed-upon new subscriber targets for calendar year 2012 and up to $950,000 of the contingent consideration will be payable based on ORBCOMM achieving agreed-upon sales targets for calendar years 2012 through 2014.

If paid in stock, the number of ORBCOMM shares to be issued to PAR will be based upon the average 20-day closing price of ORBCOMM common stock prior to the payment due date for such contingent consideration.

As of September 30, 2012, the Company has not recorded any amount associated with this contingent consideration as it does not believe achievement of the related targets are probable.

Summarized financial information for the Company's discontinued operations is as follows (in thousands):

	September 30,		December 31,
	2012		2011
Assets
Cash	$	-	$	5
Accounts receivable - net		-		1,398
Inventories		-		1,355
Other assets		-		424
Total assets of discontinued operations	$	-	$	3,182
Liabilities
Accounts payable and accrued expenses	$	104		674
Accrued salaries and benefits		-		236
Other liabilities		-		15
Total liabilities of discontinued operations	$	104	$	925

Operations	For the three months ended September 30, 2012			For the three months ended September 30, 2011
Total revenues	$	-		$	1,075
Loss from discontinued operations before income taxes	$	(3	)	$	(695	)
Gain on disposition		-			-
(Provision) benefit for income taxes		53			301
Income (loss) from discontinued operations	$	50		$	(394	)

Operations	For the nine months ended September 30, 2012			For the nine months ended September 30, 2011
Total revenues	$	136		$	4,590
Loss from discontinued operations before income taxes	$	(264	)	$	(1,763	)
Gain on disposition		2,588			-
(Provision) benefit for income taxes		(854	)		710
Income (loss) from discontinued operations	$	1,470		$	(1,053	)

XML

CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 18,206	$ 7,742
Accounts receivable-net	26,323	30,680
Inventories-net	25,469	25,260
Income tax refund	37	0
Deferred income taxes	9,503	10,240
Other current assets	3,958	3,088
Escrow receivable	956	0
Total current assets	84,452	77,010
Property, plant and equipment - net	6,099	5,259
Deferred income taxes	5,402	5,605
Goodwill	6,852	6,852
Intangible assets - net	16,779	15,888
Other assets	2,392	2,147
Assets of discontinued operations	0	3,182
Total Assets	121,976	115,943
Current liabilities:
Current portion of long-term debt	157	1,494
Accounts payable	17,164	15,773
Accrued salaries and benefits	6,628	7,002
Accrued expenses	3,792	2,609
Customer deposits	763	1,137
Deferred service revenue	12,880	10,412
Income taxes payable	0	138
Total current liabilities	41,384	38,565
Long-term debt	1,114	1,249
Other long-term liabilities	3,184	2,837
Liabilities of discontinued operations	104	925
Commitments and Contingencies	0	0
Shareholders' Equity:
Preferred stock, $.02 par value, 1,000,000 shares authorized	0	0
Common stock, $.02 par value, 29,000,000 shares authorized; 17,061,171 and 16,863,868 shares issued; 15,353,484 and 15,156,584 outstanding	341	337
Capital in excess of par value	43,547	42,990
Retained earnings	38,371	35,073
Accumulated other comprehensive loss	(235)	(201)
Treasury stock, at cost, 1,707,687 and 1,707,284 shares	(5,834)	(5,832)
Total shareholders' equity	76,190	72,367
Total Liabilities and Shareholders' Equity	$ 121,976	$ 115,943

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (USD $)	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Cash flows from operating activities:
Net income	$ 3,298,000	$ (16,242,000)
(Income) loss from discontinued operations	(1,470,000)	1,053,000
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Goodwill and Intangible Asset Impairment	0	20,843,000
Depreciation and amortization	2,649,000	2,050,000
Provision for bad debts	101,000	328,000
Provision for obsolete inventory	2,330,000	9,875,000
Equity based compensation	534,000	434,000
Deferred income tax	1,170,000	(8,988,000)
Changes in operating assets and liabilities:
Accounts receivable	4,256,000	(355,000)
Inventories	(2,538,000)	(1,230,000)
Income tax refunds/payable	(175,000)	115,000
Other current assets	(870,000)	(16,000)
Other assets	(245,000)	50,000
Accounts payable	1,392,000	(5,450,000)
Accrued salaries and benefits	(374,000)	(1,324,000)
Accrued expenses	1,184,000	(148,000)
Customer deposits	(374,000)	(1,039,000)
Deferred service revenue	2,469,000	4,429,000
Other long-term liabilities	345,000	(39,000)
Net cash provided by operating activities-continuing operations	13,682,000	4,346,000
Net cash used in operating activities-discontinued operations	(2,450,000)	(458,000)
Net cash provided by operating activities	11,232,000	3,888,000
Cash flows from investing activities:
Capital expenditures	(1,746,000)	(651,000)
Capitalization of software costs	(2,493,000)	(7,048,000)
Sale of investments	1,912,000	0
Escrow	(956,000)	0
Proceeds from sale of business	4,000,000	0
Net cash provided by (used in) investing activities-continuing operations	717,000	(7,699,000)
Net cash (used in) investing activities-discontinued operations	0	(69,000)
Net cash provided by (used in) investing activities	717,000	(7,768,000)
Cash flows from financing activities:
Net borrowings under line-of-credit agreements	0	1,500,000
Payments of long-term debt	(1,472,000)	(1,226,000)
Proceeds from the exercise of stock options	25,000	132,000
Net cash provided by (used in) financing activities-continuing operations	(1,447,000)	406,000
Net cash used in financing activities-discontinued operations	0	0
Net cash provided by (used in) financing activities	(1,447,000)	406,000
Effect of exchange rate changes on cash and cash equivalents	(38,000)	44,000
Net increase (decrease) in cash and cash equivalents	10,464,000	(3,430,000)
Cash and cash equivalents at beginning of period	7,742,000	6,781,000
Cash and cash equivalents at end of period	18,206,000	3,351,000
Less cash and equivalents of discontinued operations at end of period	0	(3,000)
Cash and equivalents of continuing operations at end of period	18,206,000	3,348,000
Cash paid during the period for:
Interest	64,000	176,000
Income taxes, net of (refunds)	$ 175,000	$ 92,000

XML

Accounts Receivable (Details) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Accounts Receivable [Abstract]
Accounts receivable-net	$ 26,323,000	$ 30,680,000
Allowances for doubtful accounts	685,000	917,000
Government segment [Member]
Accounts Receivable [Abstract]
Accounts receivable-net	6,880,000	11,351,000
Government segment [Member] | Billed [Member]
Accounts Receivable [Abstract]
Accounts receivable-net	8,373,000	12,903,000
Government segment [Member] | Advance billings [Member]
Accounts Receivable [Abstract]
Accounts receivable-net	(1,493,000)	(1,552,000)
Hospitality segment [Member]
Accounts Receivable [Abstract]
Accounts receivable-net	$ 19,443,000	$ 19,329,000

XML

Identifiable intangible assets (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Finite-Lived Intangible Assets [Line Items]
Software costs capitalized	$ 871,000	$ 1,952,000	$ 2,493,000	$ 7,048,000
Remaining estimated economic life of the product			3 years
Amortization of capitalized software costs	402,000	112,000	1,166,000	395,000
Amortization of identifiable intangible assets	138,000	257,000	441,000	667,000
Components of identifiable intangible assets [Abstract]
Intangible assets - gross	27,703		27,703		25,211
Less accumulated amortization	(10,924)		(10,924)		(9,323)
Intangible assets - net	16,779		16,779		15,888
Future amortization of intangible assets assuming straight-line amortization of capitalized software costs [Abstract]
2012	411		411
2013	2,584		2,584
2014	2,560		2,560
2015	2,268		2,268
2016	2,266		2,266
Thereafter	4,590		4,590
Total	14,679		14,679
Acquired and internally developed software costs [Member]
Components of identifiable intangible assets [Abstract]
Intangible assets - gross	20,394		20,394		17,902
Customer relationships [Member]
Components of identifiable intangible assets [Abstract]
Intangible assets - gross	4,519		4,519		4,519
Trademarks (non-amortizable) [Member]
Components of identifiable intangible assets [Abstract]
Intangible assets - gross	2,100		2,100		2,100
Other [Member]
Components of identifiable intangible assets [Abstract]
Intangible assets - gross	$ 690		$ 690		$ 690

XML

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2012

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 1 — Summary of Significant Accounting Policies

The accompanying unaudited interim consolidated financial statements have been prepared by PAR Technology Corporation (the "Company" or "PAR") in accordance with U.S. generally accepted accounting principles for interim financial statements and with the instructions to Form 10-Q and Regulation S-X pertaining to interim financial statements.  Accordingly, these interim financial statements do not include all information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.  In the opinion of the Company, such unaudited statements include all adjustments (which comprise only normal recurring accruals) necessary for a fair presentation of the results for such periods.  The results of operations for the three and nine months ended September 30, 2012 are not necessarily indicative of the results of operations to be expected for any future period.  The consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2011  included in the Company's December 31, 2011 Annual Report to the Securities and Exchange Commission on Form 10-K.

The preparation of consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period.  Significant items subject to such estimates and assumptions include:  the carrying amount of property, plant and equipment, identifiable intangible assets and goodwill, equity based compensation, and valuation allowances for receivables, inventories and deferred income taxes.  Actual results could differ from those estimates.

The current economic conditions and the continued volatility in the U.S. and in many other countries in which the Company operates could contribute to decreased consumer confidence and continued economic uncertainty which may adversely impact the Company's operating performance.  Although the Company has seen an improvement in the markets which it serves, the continued volatility in these markets could have an impact on purchases of the Company's products, which could result in a reduction of sales, operating income and cash flows.  Reductions in these results could have a material adverse impact on the underlying estimates used in deriving the fair value of the Company's reporting units used in support of its annual goodwill impairment test.  These conditions may result in an impairment charge in future periods.

Certain amounts for prior periods have been reclassified to conform to the current period classification.

During the first quarter of fiscal year 2012, the Company sold substantially all of the assets of its Logistics Management business, PAR Logistics Management Systems Corporation (LMS) to ORBCOMM Inc., including but not limited to accounts receivable, inventory, equipment, intellectual property, and customer contracts.  The transaction closed on January 12, 2012.   The results of operations of LMS for fiscal years 2012 and 2011 have been recorded as discontinued operations in accordance with Accounting Standards Codification (ASC) 205-20, Presentation of Financial Statements – Discontinued Operations.

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CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Stockholders' Equity Attributable to Parent [Abstract]
Preferred Stock, Par or Stated Value Per Share	$ 0.02	$ 0.02
Common stock, par value (in dollars per share)	$ 0.02	$ 0.02
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Common stock, authorized (in shares)	29,000,000	29,000,000
Common stock, issued (in shares)	17,061,171	16,863,868
Common stock, outstanding (in shares)	15,353,484	15,156,584
Treasury stock, at cost (in shares)	1,707,687	1,707,284

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Inventories (Tables)

9 Months Ended

Sep. 30, 2012

Inventories [Abstract]

Components of inventory

	(in thousands)
	September 30,			December 31,
	2012			2011
Finished Goods		$	11,750		$	9,325
Work in process			1,567			1,007
Component parts			2,369			3,778
Service parts			9,783			11,150
		$	25,469		$	25,260

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Document and Entity Information (USD $)	9 Months Ended
	Sep. 30, 2012	Jun. 30, 2011
Document and Entity Information [Abstract]
Entity Registrant Name	PAR TECHNOLOGY CORP
Entity Central Index Key	0000708821
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float		$ 34,220,893
Entity Common Stock, Shares Outstanding	15,353,484
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2012

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Identifiable intangible assets (Tables)

9 Months Ended

Sep. 30, 2012

Identifiable intangible assets [Abstract]

Components of identifiable intangible assets

The components of identifiable intangible assets are:

	(in thousands)
	September 30,			December 31,
	2012			2011
Acquired and internally developed software costs	$	20,394		$	17,902
Customer relationships		4,519			4,519
Trademarks (non-amortizable)		2,100			2,100
Other		690			690
		27,703			25,211
Less accumulated amortization		(10,924	)		(9,323	)
	$	16,779		$	15,888

Future amortization of intangible assets

2012	$	411
2013		2,584
2014		2,560
2015		2,268
2016		2,266
Thereafter		4,590
Total	$	14,679

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CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Net revenues:
Product	$ 22,340	$ 24,424	$ 62,652	$ 68,877
Service	16,720	18,510	48,113	51,594
Contract	21,992	15,756	67,965	48,836
Revenue, net	61,052	58,690	178,730	169,307
Costs of sales:
Product	14,681	15,754	39,699	42,888
Service	11,775	13,184	33,813	44,176
Contract	20,584	14,667	64,151	45,812
Cost of goods and services sold	47,040	43,605	137,663	132,876
Gross margin	14,012	15,085	41,067	36,431
Operating expenses:
Selling, general and administrative	9,410	8,745	28,844	27,730
Research and development	3,309	3,363	9,947	10,428
Impairment of goodwill and intangible assets	0	0	0	20,843
Amortization of identifiable intangible assets	138	257	441	667
Operating expenses	12,857	12,365	39,232	59,668
Operating income (loss) from continuing operations	1,155	2,720	1,835	(23,237)
Other income (expense), net	233	23	440	(106)
Interest expense	(22)	(48)	(64)	(163)
Income (loss) from continuing operations before provision for income taxes	1,366	2,695	2,211	(23,506)
(Provision) benefit for income taxes	(62)	(1,099)	(383)	8,317
Income (loss) from continuing operations	1,304	1,596	1,828	(15,189)
Discontinued Operations
Income (loss) on discontinued operations (net of tax)	50	(394)	1,470	(1,053)
Net income (loss)	$ 1,354	$ 1,202	$ 3,298	$ (16,242)
Basic Earnings per Share:
Income (loss) from continuing operations (in dollars per share)	$ 0.09	$ 0.11	$ 0.12	$ (1.01)
Income (loss) from discontinued operations (in dollars per share)	$ 0.00	$ (0.03)	$ 0.10	$ (0.07)
Net income (loss) (in dollars per share)	$ 0.09	$ 0.08	$ 0.22	$ (1.08)
Diluted Earnings per Share:
Income from continuing operations (in dollars per share)	$ 0.09	$ 0.11	$ 0.12	$ (1.01)
Income (loss) from discontinued operations (in dollars per share)	$ 0.00	$ (0.03)	$ 0.10	$ (0.07)
Net income (loss) (in dollars per share)	$ 0.09	$ 0.08	$ 0.22	$ (1.08)
Weighted average shares outstanding
Basic (in shares)	15,131	15,031	15,105	14,984
Diluted (in shares)	15,207	15,118	15,179	14,984

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Stock Based Compensation

9 Months Ended

Sep. 30, 2012

Stock Based Compensation [Abstract]

Stock Based Compensation

Note 6 — Stock Based Compensation

The Company applies the fair value recognition provisions of ASC Topic 718 Stock-Based Compensation.  Total stock-based compensation expense included within operating expenses for the three and nine months ended September 30, 2012 was $135,000 and $534,000, respectively.  Total stock-based compensation expense included within operating expenses for the three and nine months ended September 30, 2011 was $203,000 and $434,000, respectively.  These amounts were recorded net of benefits of $61,000, as the result of forfeitures of unvested stock options prior to the completion of the requisite service period.  At September 30, 2012, the unrecognized compensation expense related to non-vested equity awards was $551,000 (net of estimated forfeitures), which is expected to be recognized as compensation expense in fiscal years 2012 through 2016.

On April 23, 2012, the Company's Compensation Committee of its Board of Directors approved the granting of 135,000 restricted stock awards and 67,000 incentive stock options to various employees of the Company under the 2005 Equity Incentive Plan.  The restricted stock awards are performance based and vest upon the achievement of financial goals from fiscal years 2012 through 2014.  These grant agreements expire if the related performance conditions are not met by December 31, 2014.

The incentive stock options granted are service based awards that vest ratably through fiscal year 2014.

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Identifiable intangible assets

9 Months Ended

Sep. 30, 2012

Identifiable intangible assets [Abstract]

Identifiable intangible assets

Note 5 — Identifiable intangible assets

The Company capitalizes certain costs related to the development of computer software sold by its Hospitality segment. Software development costs incurred prior to establishing technological feasibility are charged to operations and included in research and development costs in the period the costs are incurred.  Software development costs incurred after establishing technological feasibility (as defined within ASC 985-20) are capitalized and amortized on a product-by-product basis when the product is available for general release to customers.  Software costs capitalized during the three and nine months ended September 30, 2012 were $871,000 and $2,493,000, respectively.  Capitalized software for the three and nine months ended September 30, 2011 were $1,952,000 and $7,048,000, respectively.

Annual amortization, charged to cost of sales when the product is available for general release to customers, is computed using the greater of (a) the straight-line method over the remaining estimated economic life of the product, generally three to seven years or (b) the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product. Amortization of capitalized software costs for the three and nine months ended September 30, 2012 was $402,000 and $1,166,000, respectively.  Amortization for the three and nine months ended September 30, 2011 was $112,000 and $395,000, respectively.

The Company acquired identifiable intangible assets in connection with its acquisitions in prior years.  Amortization of identifiable intangible assets for the three and nine months ended September 30, 2012 was $138,000 and $441,000, respectively.   Amortization for the three and nine months ended September 30, 2011 was $257,000 and $667,000, respectively.

The components of identifiable intangible assets are:

	(in thousands)
	September 30,			December 31,
	2012			2011
Acquired and internally developed software costs	$	20,394		$	17,902
Customer relationships		4,519			4,519
Trademarks (non-amortizable)		2,100			2,100
Other		690			690
		27,703			25,211
Less accumulated amortization		(10,924	)		(9,323	)
	$	16,779		$	15,888

The future amortization of these intangible assets assuming straight-line amortization of capitalized software costs is as follows (in thousands):

2012	$	411
2013		2,584
2014		2,560
2015		2,268
2016		2,266
Thereafter		4,590
Total	$	14,679

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Inventories (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Component of inventory use in hospitality product [Abstract]
Finished Goods	$ 11,750	$ 9,325
Work in process	1,567	1,007
Component parts	2,369	3,778
Service parts	9,783	11,150
Inventory net	$ 25,469	$ 25,260

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Earnings per share (Tables)

9 Months Ended

Sep. 30, 2012

Earnings per share [Abstract]

Reconciliation of the weighted average shares outstanding for the basic and diluted EPS computations

The following is a reconciliation of the weighted average shares outstanding for the basic and diluted EPS computations (in thousands, except per share data):

	For the three months
	ended September 30,
	2012		2011
Income from continuing operations	$	1,304	$	1,596
Basic:
Shares outstanding at beginning of period		15,119		15,009
Weighted average shares issued during the period, net		12		22
Weighted average common shares, basic		15,131		15,031
Earnings from continuing operations per common share, basic	$	0.09	$	0.11
Diluted:
Weighted average common shares, basic		15,131		15,031
Dilutive impact of stock options and restricted stock awards		76		87
Weighted average common shares, diluted		15,207		15,118
Earnings from continuing operations per common share, diluted	$	0.09	$	0.11

	For the nine months
	ended September 30,
	2012		2011
Income (loss) from continuing operations	$	1,828	$	(15,189	)
Basic:
Shares outstanding at beginning of period		15,051		14,909
Weighted average shares issued during the period, net		54		75
Weighted average common shares, basic		15,105		14,984
Earnings from continuing operations per common share, basic	$	0.12	$	(1.01	)
Diluted:
Weighted average common shares, basic		15,105		14,984
Dilutive impact of stock options and restricted stock awards		74		-
Weighted average common shares, diluted		15,179		14,984
Earnings from continuing operations per common share, diluted	$	0.12	$	(1.01	)

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Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2012

Discontinued Operations [Abstract]

Summarized financial information of discontinued operations

Summarized financial information for the Company's discontinued operations is as follows (in thousands):

	September 30,		December 31,
	2012		2011
Assets
Cash	$	-	$	5
Accounts receivable - net		-		1,398
Inventories		-		1,355
Other assets		-		424
Total assets of discontinued operations	$	-	$	3,182
Liabilities
Accounts payable and accrued expenses	$	104		674
Accrued salaries and benefits		-		236
Other liabilities		-		15
Total liabilities of discontinued operations	$	104	$	925

Operations	For the three months ended September 30, 2012			For the three months ended September 30, 2011
Total revenues	$	-		$	1,075
Loss from discontinued operations before income taxes	$	(3	)	$	(695	)
Gain on disposition		-			-
(Provision) benefit for income taxes		53			301
Income (loss) from discontinued operations	$	50		$	(394	)

Operations	For the nine months ended September 30, 2012			For the nine months ended September 30, 2011
Total revenues	$	136		$	4,590
Loss from discontinued operations before income taxes	$	(264	)	$	(1,763	)
Gain on disposition		2,588			-
(Provision) benefit for income taxes		(854	)		710
Income (loss) from discontinued operations	$	1,470		$	(1,053	)

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Earnings per share

9 Months Ended

Sep. 30, 2012

Earnings per share [Abstract]

Earnings per share

Note 7 — Earnings per share

Earnings per share are calculated in accordance with ASC Topic 260, which specifies the computation, presentation and disclosure requirements for earnings per share (EPS).  It requires the presentation of basic and diluted EPS.  Basic EPS excludes all dilution and is based upon the weighted average number of common shares outstanding during the period.  Diluted EPS reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock.

For the three and nine months ended September 30, 2012, there were 306,000 and 659,000, respectively, anti-dilutive stock options outstanding.  For the three and nine months ended September 30, 2011, there were 728,000 and 602,000, respectively anti-dilutive stock options outstanding.

The following is a reconciliation of the weighted average shares outstanding for the basic and diluted EPS computations (in thousands, except per share data):

	For the three months
	ended September 30,
	2012		2011
Income from continuing operations	$	1,304	$	1,596
Basic:
Shares outstanding at beginning of period		15,119		15,009
Weighted average shares issued during the period, net		12		22
Weighted average common shares, basic		15,131		15,031
Earnings from continuing operations per common share, basic	$	0.09	$	0.11
Diluted:
Weighted average common shares, basic		15,131		15,031
Dilutive impact of stock options and restricted stock awards		76		87
Weighted average common shares, diluted		15,207		15,118
Earnings from continuing operations per common share, diluted	$	0.09	$	0.11

	For the nine months
	ended September 30,
	2012		2011
Income (loss) from continuing operations	$	1,828	$	(15,189	)
Basic:
Shares outstanding at beginning of period		15,051		14,909
Weighted average shares issued during the period, net		54		75
Weighted average common shares, basic		15,105		14,984
Earnings from continuing operations per common share, basic	$	0.12	$	(1.01	)
Diluted:
Weighted average common shares, basic		15,105		14,984
Dilutive impact of stock options and restricted stock awards		74		-
Weighted average common shares, diluted		15,179		14,984
Earnings from continuing operations per common share, diluted	$	0.12	$	(1.01	)

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Segment and Related Information

9 Months Ended

Sep. 30, 2012

Segment and Related Information [Abstract]

Segment and Related Information

Note 8 — Segment and Related Information

The Company's reportable segments are strategic business units that have separate management teams and infrastructures that offer different products and services.

The Company has two reportable segments, Hospitality and Government.  The Hospitality segment offers integrated solutions to the hospitality industry.  These offerings include industry leading hardware and software applications utilized at the point-of-sale, back of store and corporate office.  In addition, the Company also provides technology in support of food safety and task management.  This segment offers customer support including field service, installation, twenty-four hour telephone support and depot repair.  The Government segment develops and delivers geospatial and full motion video solutions to federal/state governments and industry; and provides communications and information technology support services to the United States Department of Defense.  Intersegment sales and transfers are not significant.

Information noted as "Other" primarily relates to the Company's corporate, home office operations.

Information as to the Company's segments is set forth below.  Amounts below exclude discontinued operations.

	(in thousands)						(in thousands)
	For the three months						For the nine months
	ended September 30,						ended September 30,
	2012			2011			2012			2011
Revenues:
Hospitality	$	39,060		$	42,934		$	110,765		$	120,471
Government		21,992			15,756			67,965			48,836
Total	$	61,052		$	58,690		$	178,730		$	169,307
Operating income (loss) from continuing operations:
Hospitality	$	96		$	1,940		$	(1,096	)	$	(25,563	)
Government		1,193			937			3,465			2,760
Other		(134	)		(157	)		(534	)		(434	)
		1,155			2,720			1,835			(23,237	)
Other income (expense), net		233			23			440			(106	)
Interest expense		(22	)		(48	)		(64	)		(163	)
Income (loss) from continuing operations before provision for income taxes	$	1,366		$	2,695		$	2,211		$	(23,506	)
Depreciation and amortization:
Hospitality	$	790		$	558		$	2,315		$	1,715
Government		18			18			56			58
Other		97			86			278			277
Total	$	905		$	662		$	2,649		$	2,050
Capital expenditures:
Hospitality	$	1,023		$	2,063		$	4,039		$	7,610
Government		-			-			-			20
Other		55			43			200			69
Total	$	1,078		$	2,106		$	4,239		$	7,699
Revenues by geographic area:
United States	$	53,097		$	51,062		$	155,667		$	148,087
Other Countries		7,955			7,628			23,063			21,220
Total	$	61,052		$	58,690		$	178,730		$	169,307

The following table represents identifiable assets by business segment:

	(in thousands)
	September 30,			December 31,
	2012			2011
Identifiable assets:
Hospitality		$	95,144		$	89,135
Government			8,255			12,617
Other			18,577			11,009
Total		$	121,976		$	112,761

The following table represents identifiable assets by geographic area based on the location of the assets:

	(in thousands)
	September 30,			December 31,
	2012			2011
United States		$	106,296		$	100,310
Other Countries			15,680			12,451
Total		$	121,976		$	112,761

The following table represents Goodwill by business segment:

	(in thousands)
	September 30,			December 31,
	2012			2011
Hospitality		$	6,116		$	6,116
Government			736			736
Total		$	6,852		$	6,852

Customers comprising 10% or more of the Company's total revenues are summarized as follows:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2012			2011			2012			2011
Hospitality segment:
McDonald's Corporation		20	%		31	%		18	%		30	%
Yum! Brands, Inc.		16	%		15	%		15	%		13	%
Government segment:
U.S. Department of Defense		36	%		27	%		38	%		29	%
All Others		28	%		27	%		29	%		28	%
		100	%		100	%		100	%		100	%

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Accounts Receivable (Tables)

9 Months Ended

Sep. 30, 2012

Accounts Receivable [Abstract]

Accounts receivable

	(in thousands)
	September 30,				December 31,
	2012				2011
Government segment:
Billed		$	8,373			$	12,903
Advanced billings			(1,493	)			(1,552	)
			6,880				11,351
Hospitality segment:
Accounts receivable - net			19,443				19,329
		$	26,323			$	30,680

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Discontinued Operations (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract]
Consideration payable by ORBCOMM aggregate			$ 6,123,000
Amount of cash receivable as consideration			4,000,000
Value of common stock receivable as consideration			2,123,000
Amount held in escrow to settle future claims	1,274,000		1,274,000
Contingent consideration payable by ORBCOMM, maximum			3,950,000
Contingent consideration payable if new subscriber targets are met, maximum			3,000,000
Contingent consideration payable if sales targets are met, maximum			950,000
Number of days for which average closing price is taken for shares			20 days
Assets
Cash	0	(3,000)	0	(3,000)	5,000
Accounts receivable - net	0		0		1,398,000
Inventories	0		0		1,355,000
Other assets	0		0		424,000
Total assets of discontinued operations	0		0		3,182,000
Liabilities
Accounts payable and accrued expenses	104,000		104,000		674,000
Accrued salaries and benefits	0		0		236,000
Other liabilities	0		0		15,000
Total liabilities of discontinued operations	104,000		104,000		925,000
Operations [Abstract]
Total revenues	0	1,075,000	136,000	4,590,000
Loss from discontinued operations before income taxes	(3,000)	(695,000)	(264,000)	(1,763,000)
Gain on disposition	0	0	2,588,000	0
(Provision) benefit for income taxes	53,000	301,000	(854,000)	710,000
Income (loss) from discontinued operations	$ 50,000	$ (394,000)	$ 1,470,000	$ (1,053,000)

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Earnings per share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Reconciliation of the weighted average shares outstanding for the basic and diluted EPS computations [Abstract]
Income from continuing operations	1,304	1,596	$ 1,828	$ (15,189)
Basic:
Shares outstanding at beginning of period (in shares)			15,051,000	14,909,000	15,119,000	15,009,000
Weighted average shares issued during the period, net (in shares)	12,000	22,000	54,000	75,000
Weighted average common shares, basic (in shares)	15,131,000	15,031,000	15,105,000	14,984,000
Earnings from continuing operations per common share, basic (in dollars per share)	0.09	0.11	$ 0.12	$ (1.01)
Diluted:
Weighted average common shares, basic (in shares)	15,131,000	15,031,000	15,105,000	14,984,000
Dilutive impact of stock options and restricted stock awards (in shares)	76,000	87,000	74,000	0
Weighted average common shares, diluted (in shares)	15,207,000	15,118,000	15,179,000	14,984,000
Earnings from continuing operations per common share, diluted (in dollars per share)	0.09	0.11	$ 0.12	$ (1.01)
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive stock options outstanding (in shares)	306,000	659,000	728,000	602,000

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) [Abstract]
Net income (loss)	$ 1,354	$ 1,202	$ 3,298	$ (16,242)
Foreign currency translation adjustments	(3)	(444)	(34)	493
Comprehensive income (loss)	$ 1,351	$ 758	$ 3,264	$ (15,749)

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Inventories

9 Months Ended

Sep. 30, 2012

Inventories [Abstract]

Inventories

Note 4 — Inventories

Inventories are primarily used in the manufacture and service of Hospitality products.  The components of inventory consist of the following:

	(in thousands)
	September 30,			December 31,
	2012			2011
Finished Goods		$	11,750		$	9,325
Work in process			1,567			1,007
Component parts			2,369			3,778
Service parts			9,783			11,150
		$	25,469		$	25,260

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Segment and Related Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Segment and Related Information [Abstract]
Number of reportable segments			2
Number of hours of telephone support for hospitality segment (in hours)			24
Information as to the Company's segments [Abstract]
Revenues	$ 61,052	$ 58,690	$ 178,730	$ 169,307
Operating income (loss)	1,155	2,720	1,835	(23,237)
Other income (expense), net	233	23	440	(106)
Interest expense	(22)	(48)	(64)	(163)
Income from continuing operations before provision for income taxes	1,366	2,695	2,211	(23,506)
Depreciation and amortization	905	662	2,649	2,050
Capital expenditures	1,078	2,106	4,239	7,699
Revenues by geographic area:
United States	53,097	51,062	155,667	148,087
Other Countries	7,955	7,628	23,063	21,220
Revenue, net	61,052	58,690	178,730	169,307
Hospitality [Member]
Information as to the Company's segments [Abstract]
Revenues	39,060	42,934	110,765	120,471
Operating income (loss)	96	1,940	(1,096)	(25,563)
Depreciation and amortization	790	558	2,315	1,715
Capital expenditures	1,023	2,063	4,039	7,610
Revenues by geographic area:
Revenue, net	39,060	42,934	110,765	120,471
Government [Member]
Information as to the Company's segments [Abstract]
Revenues	21,992	15,756	67,965	48,836
Operating income (loss)	1,193	937	3,465	2,760
Depreciation and amortization	18	18	56	58
Capital expenditures	0	0	0	20
Revenues by geographic area:
Revenue, net	21,992	15,756	67,965	48,836
Other [Member]
Information as to the Company's segments [Abstract]
Operating income (loss)	(134)	(157)	(534)	(434)
Depreciation and amortization	97	86	278	277
Capital expenditures	$ 55	$ 43	$ 200	$ 69

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Segment and Related Information (Tables)

9 Months Ended

Sep. 30, 2012

Segment and Related Information [Abstract]

Information of the Company's segments

Information as to the Company's segments is set forth below.  Amounts below exclude discontinued operations.

	(in thousands)						(in thousands)
	For the three months						For the nine months
	ended September 30,						ended September 30,
	2012			2011			2012			2011
Revenues:
Hospitality	$	39,060		$	42,934		$	110,765		$	120,471
Government		21,992			15,756			67,965			48,836
Total	$	61,052		$	58,690		$	178,730		$	169,307
Operating income (loss) from continuing operations:
Hospitality	$	96		$	1,940		$	(1,096	)	$	(25,563	)
Government		1,193			937			3,465			2,760
Other		(134	)		(157	)		(534	)		(434	)
		1,155			2,720			1,835			(23,237	)
Other income (expense), net		233			23			440			(106	)
Interest expense		(22	)		(48	)		(64	)		(163	)
Income (loss) from continuing operations before provision for income taxes	$	1,366		$	2,695		$	2,211		$	(23,506	)
Depreciation and amortization:
Hospitality	$	790		$	558		$	2,315		$	1,715
Government		18			18			56			58
Other		97			86			278			277
Total	$	905		$	662		$	2,649		$	2,050
Capital expenditures:
Hospitality	$	1,023		$	2,063		$	4,039		$	7,610
Government		-			-			-			20
Other		55			43			200			69
Total	$	1,078		$	2,106		$	4,239		$	7,699
Revenues by geographic area:
United States	$	53,097		$	51,062		$	155,667		$	148,087
Other Countries		7,955			7,628			23,063			21,220
Total	$	61,052		$	58,690		$	178,730		$	169,307

Identifiable assets by business segment

The following table represents identifiable assets by business segment:

	(in thousands)
	September 30,			December 31,
	2012			2011
Identifiable assets:
Hospitality		$	95,144		$	89,135
Government			8,255			12,617
Other			18,577			11,009
Total		$	121,976		$	112,761

Identifiable assets by geographic area

The following table represents identifiable assets by geographic area based on the location of the assets:

	(in thousands)
	September 30,			December 31,
	2012			2011
United States		$	106,296		$	100,310
Other Countries			15,680			12,451
Total		$	121,976		$	112,761

Goodwill by business segment

The following table represents Goodwill by business segment:

	(in thousands)
	September 30,			December 31,
	2012			2011
Hospitality		$	6,116		$	6,116
Government			736			736
Total		$	6,852		$	6,852

Revenue by major customers

Customers comprising 10% or more of the Company's total revenues are summarized as follows:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2012			2011			2012			2011
Hospitality segment:
McDonald's Corporation		20	%		31	%		18	%		30	%
Yum! Brands, Inc.		16	%		15	%		15	%		13	%
Government segment:
U.S. Department of Defense		36	%		27	%		38	%		29	%
All Others		28	%		27	%		29	%		28	%
		100	%		100	%		100	%		100	%