8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 9, 2022

PAR Technology Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-09720	16-1434688
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991

(Address of principal executive offices)             (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	PAR	New York Stock Exchange

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

                             Emerging growth company ☐

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

Item 2.02    Results of Operations and Financial Condition.

On August 9, 2022, PAR Technology Corporation (“Company”) issued a press release to report its financial results for the quarter ended June 30, 2022. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1.*

Item 7.01    Regulation FD Disclosure.

There will be an earnings conference call at 9:00 a.m. (Eastern) on August 9, 2022, during which the Company’s management will discuss the financial results for the second quarter ended June 30, 2022. To participate on the conference call, please register in advance via the link provided at https://www.partech.com/investor-relations/. After registering, a confirmation email will be sent including dial-in details and unique conference call codes for entry. Registration is open through the live call, but to ensure you are connected for the full call we suggest registering at least 10 minutes before the start of the call. The conference call will also be webcast live. To access the webcast, please visit https://www.partech.com/investor-relations/; a recording of the webcast will be available on the site after the event.

The Company's quarterly earnings presentation containing additional information for the quarter ended June 30, 2022 is attached to this current report on Form 8-K as Exhibit 99.2.*

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit Description
99.1	PAR Technology Corporation Press Release dated August 9, 2022
99.2	PAR Technology Earnings Presentation dated August 9, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

SIGNATURES

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

		PAR TECHNOLOGY CORPORATION
		(Registrant)
Date:	August 9, 2022	/s/ Bryan A. Menar
		Bryan A. Menar
		Chief Financial and Accounting Officer
		(Principal Financial Officer)

EX-99.1

Exhibit 99.1

FOR RELEASE: CONTACT:  New Hartford, NY, August 9, 2022 Christopher R. Byrnes (315) 738-0600 ext. 6226 cbyrnes@partech.com, www.partech.com

PAR TECHNOLOGY CORPORATION ANNOUNCES 2022 SECOND QUARTER RESULTS

•Total revenues increase 23.4% year-over-year from Q2 '21

•Software Annual Recurring Revenues (ARR)(1) grew to $98.6 million - a 29% increase from $76.7 million reported in Q2 '21

New Hartford, NY- August 9, 2022 -- PAR Technology Corporation (NYSE: PAR) (“PAR Technology” or the “Company”) today announced its financial results for the second quarter ended June 30, 2022.

Summary of Fiscal 2022 Second Quarter

•Revenues were reported at $85.1 million for the second quarter of 2022, a 23.4% increase compared to $69.0 million for the same period in 2021.

•Net loss for the second quarter of 2022 was $18.8 million, or $0.70 net loss per share, compared to a net loss of $10.0 million, or $0.39 net loss per share reported for the same period in 2021.

•EBITDA for the second quarter of 2022 was a loss of $9.9 million compared to a loss of $10.8 million for the same period in 2021.

•Adjusted EBITDA for the second quarter of 2022 was a loss of $5.8 million compared to Adjusted EBITDA loss of $3.6 million for the same period in 2021.

•Adjusted net loss for the second quarter of 2022 was $9.8 million, or $0.36 adjusted diluted net loss per share, compared to an adjusted net loss of $9.2 million, or $0.36 adjusted diluted net loss per share, for the same period in 2021.

Summary of Year-to-Date Financial Results

•Revenues were reported at $165.4 million for the six months ended June 30, 2022, a 34.0% increase compared to $123.4 million for the same period in 2021.

•Net loss for the six months ended June 30, 2022 was $34.5 million, or $1.27 net loss per share, compared to a net loss of $18.2 million, or $0.77 net loss per share reported for the same period in 2021.

•EBITDA for the second quarter of 2022 was a loss of $16.7 million compared to a loss of $14.5 million for the same period in 2021.

•Adjusted EBITDA for the six months ended June 30, 2022 was a loss of $8.4 million compared to Adjusted EBITDA loss of $8.9 million for the same period in 2021.

•Adjusted net loss for the six months ended June 30, 2022 was $16.9 million, or $0.62 adjusted diluted net loss per share, compared to an adjusted net loss of $16.7 million, or $0.67 adjusted diluted net loss per share, for the same period in 2021.

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

_______

(1) See “Key Performance Indicators and Non-GAAP Financial Measures” below.

Highlights of Brink POS - Second Quarter 2022(1):

•Brink POS ARR at end of Q2 '22 totaled $36.2 million

•New store Activations in Q2 '22 totaled 962 sites

•Brink POS Bookings in Q2 '22 totaled 939 sites

•Brink POS open orders (backlog) totaled 1,540 sites at end of Q2 '22

•Active Sites for Brink POS as of June 30, 2022 totaled 17,728 restaurants

Highlights of Punchh - Second Quarter 2022(1):

•Punchh ARR at end of Q2 '22 totaled $53.2 million

•New store Activations in Q2 '22 totaled 3,522 sites

•Active Sites for Punchh as of June 30, 2022 totaled 62,300 restaurants

PAR Technology CEO, Savneet Singh commented, “PAR delivered strong results in the second quarter, setting the stage for a stronger second half. Our revenue increased 23.4% and we saw continued ARR growth in the quarter. ARR at end of Q2 2022 was $98.6 million and we saw growth across all business segments. Our success has been driven by adding new customer relationships, improving our operational efficiency and maintaining high customer and employee engagement. All aspects of our business are stronger than ever and, with a robust product roadmap, innovation and acquisition strategy, PAR is well positioned for continued success in the years ahead.”

Highlights Following Q2' 22

Following the end of the second quarter of 2022, the Company acquired MENU Technologies AG, a restaurant technology company offering fully integrated omnichannel ordering solutions to restaurants worldwide. The solution expands the Company's unified commerce offerings.

Earnings Conference Call.

There will be an earnings conference call at 9:00 a.m. (Eastern) on August 9, 2022, during which the Company’s management will discuss the financial results for the second quarter ended June 30, 2022. To participate on the conference call, please register in advance via the link provided at https://www.partech.com/investor-relations/. After registering, a confirmation email will be sent including dial-in details and unique conference call codes for entry. Registration is open through the live call, but to ensure you are connected for the full call we suggest registering at least 10 minutes before the start of the call. The conference call will also be webcast live. To access the webcast, please visit https://www.partech.com/investor-relations/; a recording of the webcast will be available on the site after the event.

About PAR Technology Corporation.

For more than 40 years, PAR Technology Corporation’s (NYSE: PAR) cutting-edge products and services have helped bold and passionate restaurant brands build lasting guest relationships. We are the partner enterprise restaurants rely on when they need to serve amazing moments from open to close, during the most hectic rush hours, and when the world forces them to adapt and overcome. More than 100,000 restaurants in more than 110 countries use PAR’s restaurant point-of-sale, loyalty, and back-office software solutions as well as industry leading hardware and drive-thru offerings. To learn more, visit www.partech.com or connect with us on LinkedIn, Twitter, Facebook, and Instagram.

_______

(1) See “Key Performance Indicators and Non-GAAP Financial Measures” below.

Key Performance Indicators and Non-GAAP Financial Measures.

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

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

Unless otherwise indicated, financial and operating data included in this press release is as of June 30, 2022.

As used in this press release:

Annualized Recurring Revenue or "ARR” is the annualized revenue from SaaS and related revenue of our software products. We calculate ARR by annualizing the monthly recurring revenue for all active sites as of the last day of each month for the respective reporting period. ARR also includes recurring payment processing services revenue, net of expenses. We charge a per-transaction fee each time a customer payment is processed electronically.

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

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

“Booking” is a customer purchase order for SaaS; upon PAR's acceptance, the customer is obligated to purchase the SaaS and pay PAR for the services. In specific cases with Punchh, bookings are added at the time of execution of the relevant master services agreement.

Trademarks.

“PARTM,” “Brink POS®,” “Punchh®,” “Data Central®,” “Restaurant Magic®,” “PAR PhaseTM,” “PixelPoint®” and other trademarks appearing in this press release belong to us.

Forward-Looking Statements.

This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, Section 27A of the Securities Act of 1933, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical in nature, but rather are predictive of our future operations, financial condition, financial results, business strategies and prospects. Forward-looking statements are generally identified by words such as “anticipate,” “believe,” “belief,” “continue,” “could,” “expect,” “estimate,” “intend,” “may,” “opportunity,” “plan,” “should,” “will,” “would,” “will likely result,” and similar expressions. Forward-looking statements are based on management's current expectations and assumptions that are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause our actual results to differ materially from those expressed in or implied by forward-looking statements contained in this press release on our business, financial condition, and results of operations. Factors that could cause our actual results to differ materially from those expressed in or implied by forward-looking statements contained in this press release include the continuing impact of COVID-19 on our business and operating results, including actions taken by governmental authorities (including China's COVID-19 lockdowns), businesses and individuals in response, unfavorable macroeconomic conditions, such as a recession or continued slowed economic growth, a rise in interest rates, inflation, and a decline in consumer confidence and discretionary spending, and geopolitical events, such as the Russia-Ukraine war, the competitive marketplace for talent and its impact on employee recruitment and retention, component shortages and/or manufacturing disruptions and logistics challenges, and the other factors discussed in our filings with the Securities and Exchange Commission. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities law.

###

PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except share amounts)

Assets	June 30, 2022		December 31, 2021
Current assets:
Cash and cash equivalents	$	150,600	$	188,419
Accounts receivable – net	60,673		49,978
Inventories	42,042		35,078
Other current assets	7,914		9,532
Total current assets	261,229		283,007
Property, plant and equipment – net	13,067		13,709
Goodwill	457,433		457,306
Intangible assets – net	110,483		118,763
Lease right-of-use assets	3,478		4,348
Other assets	13,423		11,016
Total assets	$	859,113	$	888,149
Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of long-term debt	$	358	$	705
Accounts payable	26,091		20,845
Accrued salaries and benefits	14,344		17,265
Accrued expenses	3,308		5,042
Other current liabilities	2,031		—
Lease liabilities – current portion	1,668		2,266
Customer deposits and deferred service revenue	13,755		14,394
Total current liabilities	61,555		60,517
Lease liabilities – net of current portion	2,059		2,440
Long-term debt	388,176		305,845
Deferred service revenue – noncurrent	6,327		7,597
Other long-term liabilities	5,496		7,405
Total liabilities	463,613		383,804
Shareholders’ equity:
Preferred stock, $.02 par value, 1,000,000 shares authorized, none outstanding	—		—
Common stock, $0.02 par value, 58,000,000 shares authorized, 28,331,349 and 28,094,333 shares issued, 27,093,634 and 26,924,397 outstanding at June 30, 2022 and December 31, 2021, respectively	565		562
Additional paid in capital	582,064		640,937
Accumulated deficit	(170,383)		(122,505)
Accumulated other comprehensive loss	(3,353)		(3,704)
Treasury stock, at cost, 1,237,715 shares and 1,181,449 shares at June 30, 2022 and December 31, 2021, respectively	(13,393)		(10,945)
Total shareholders’ equity	395,500		504,345
Total Liabilities and Shareholders’ Equity	$	859,113	$	888,149

See notes to unaudited interim condensed consolidated financial statements included in the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2022 (the “Quarterly Report”).

PAR TECHNOLOGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share amounts)

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenues, net:
Product	$	28,390	$	23,939	$	53,477	$	42,495
Service	35,781		27,185		69,540		45,213
Contract	20,922		17,826		42,361		35,709
Total revenues, net	85,093		68,950		165,378		123,417
Costs of sales:
Product	24,211		18,487		44,208		33,372
Service	21,164		18,940		40,960		31,635
Contract	18,597		16,420		38,476		33,107
Total cost of sales	63,972		53,847		123,644		98,114
Gross margin	21,121		15,103		41,734		25,303
Operating expenses:
Selling, general and administrative	26,398		22,946		48,766		37,483
Research and development	10,101		8,643		20,942		14,452
Amortization of identifiable intangible assets	721		489		934		764
Gain on insurance proceeds	—		—		—		(4,400)
Total operating expenses	37,220		32,078		70,642		48,299
Operating loss	(16,099)		(16,975)		(28,908)		(22,996)
Other expense, net	(257)		(341)		(625)		(392)
Interest expense, net	(2,451)		(4,937)		(4,914)		(7,097)
Loss before provision for income taxes	(18,807)		(22,253)		(34,447)		(30,485)
(Provision for) benefit from income taxes	(41)		12,297		(51)		12,258
Net loss	$	(18,848)	$	(9,956)	$	(34,498)	$	(18,227)
Net loss per share (basic and diluted)	$	(0.70)	$	(0.39)	$	(1.27)	$	(0.77)
Weighted average shares outstanding (basic and diluted)	26,982		25,484		27,070		23,716

See notes to unaudited interim condensed consolidated financial statements included in the Quarterly Report.

PAR TECHNOLOGY CORPORATION

SUPPLEMENTAL INFORMATION

(Unaudited)

The following table sets forth certain unaudited supplemental financial data for the six trailing quarters indicated (in thousands):

Segment Revenue by Product Line:

	2022				2021
	Q2		Q1		Q4		Q3		Q2		Q1
Restaurant/Retail
Hardware	$	27,771	$	24,653	$	31,207	$	29,669	$	23,355	$	17,835
Software	20,629		19,347		17,710		17,168		15,100		7,876
Services	15,771		14,846		13,905		12,984		12,669		10,873
Total Restaurant/Retail	$	64,171	$	58,846	$	62,822	$	59,821	$	51,124	$	36,584
Government
Intelligence, Surveillance, and Reconnaissance	$	11,747	$	12,290	$	9,861	$	9,619	$	9,284	$	9,547
Mission Systems	8,883		8,915		8,482		8,237		8,338		8,131
Product Services	292		234		434		183		204		205
Total Government	$	20,922	$	21,439	$	18,777	$	18,039	$	17,826	$	17,883
Total Revenue	$	85,093	$	80,285	$	81,599	$	77,860	$	68,950	$	54,467

About Non-GAAP Financial Measures

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

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

The Company is presenting adjusted EBITDA and adjusted net loss because we believe that they provide a more meaningful comparison than EBITDA and net loss of the Company's core business operating results and those of other similar companies. Management believes that adjusted EBITDA and adjusted net loss, when viewed with the Company's results of operations in accordance with GAAP and the accompanying reconciliations in the tables below, provide useful information about operating performance and period-over-period growth, and provide additional information that is useful for evaluating the operating performance of the Company's core business without regard to potential distortions. Additionally, management believes that adjusted EBITDA permits investors to gain an understanding of the factors and trends affecting its ongoing cash earnings, from which capital investments are made and debt is serviced.

However, EBITDA, adjusted EBITDA and adjusted net loss are not measures of financial performance or liquidity under GAAP and, accordingly, should not be considered as alternatives to net income (loss) from operations or cash flow from operating activities as indicators of operating performance or liquidity. Also, these measures may not be comparable to similarly titled captions of other companies. The tables below provide reconciliations between net loss and EBITDA, adjusted EBITDA and adjusted net loss.

The Company's results of operations are impacted by certain non-cash and non-recurring charges, including stock-based compensation, acquisition and divestiture related expenditures, expense related to the Company's efforts to resolve a regulatory matter, and other non-recurring charges that may not be indicative of the Company’s financial performance. Management believes that adjusting its costs of sales, operating expenses, operating loss, net loss and diluted loss per share to remove non-recurring charges, provides a useful perspective with respect to the Company's operating results and provides supplemental information to both management and investors by removing items that are difficult to predict and are often unanticipated.

The following tables set forth certain unaudited supplemental financial and other data for the periods indicated (in thousands, except per share and footnote amounts):

	Three Months Ended June 30,
	2022		2021
Reconciliation of EBITDA and Adjusted EBITDA
Net loss	$	(18,848)	$	(9,956)
Provision for (benefit from) income taxes	41		(12,297)
Interest expense	2,451		4,936
Depreciation and amortization	6,441		6,552
EBITDA	$	(9,915)	$	(10,765)
Stock-based compensation expense (1)	3,232		4,251
Regulatory matter (2)	—		(225)
Litigation expense (3)	—		125
Acquisition and integration costs (4)	666		2,702
Other expense – net (5)	257		341
Adjusted EBITDA	$	(5,760)	$	(3,571)

1	Adjustments reflect stock-based compensation expense included within selling, general, and administrative expenses and cost of contracts of $3.2 million and $4.3 million for the three months ended June 30, 2022 and 2021, respectively.
2	Adjustment reflects the benefit related to our efforts to resolve a regulatory matter and other non-recurring charges of $0.2 million for the three months ended June 30, 2021.
3	Adjustment reflects the expenses accrued for a legal matter of $0.1 million for the three months ended June 30, 2021.
4	Adjustment reflects the expenses incurred in the acquisition of MENU Technologies AG of $0.7 million for the three months ended June 30, 2022, and the acquisition and integration of Punchh Inc. of $2.7 million for the three months ended June 30, 2021.
5	Adjustment reflects foreign currency transaction gains and losses, rental income and losses, and other non-recurring expenses recorded in other expense, net in the accompanying statements of operations.

	Three Months Ended June 30,
	2022				2021
Reconciliation of Adjusted Net Loss/Adjusted Diluted Loss per Share:
Net loss/diluted loss per share	$	(18,848)	$	(0.70)	$	(9,956)	$	(0.39)
Provision for income taxes (1)	—		—		(12,360)		(0.49)
Non-cash interest expense (2)	495		0.02		1,737		0.07
Acquired intangible assets amortization (3)	4,371		0.16		4,212		0.17
Stock-based compensation expense (4)	3,232		0.12		4,251		0.17
Regulatory matter (5)	—		—		(225)		(0.01)
Litigation expense (6)	—		—		125		—
Acquisition and integration costs (7)	666		0.03		2,702		0.11
Other expense – net (8)	257		0.01		341		0.01
Adjusted net loss/adjusted diluted loss per share	$	(9,827)	$	(0.36)	$	(9,173)	$	(0.36)
Adjusted weighted average common shares outstanding	26,982				25,484

1	Adjustment reflects a partial release of the Company's deferred taxed asset valuation allowance of $12.4 million related to the acquisition of Punchh Inc. for the three months ended June 30, 2021.
2	Adjustment reflects non-cash accretion of interest expense and amortization of issuance costs related to the Company's 4.500% Convertible Senior Notes due 2024, 2.875% Convertible Senior Notes due 2026 and 1.500% Convertible Senior Notes due 2027 (collectively, the "Notes") of $0.5 million and $1.7 million for the three months ended June 30, 2022 and 2021, respectively.
3	Adjustment amortization expense of acquired developed technology included within cost of sales of $3.7 million for the three months ended June 30, 2022 and 2021; and amortization expense of acquired intangible assets of $0.7 million and $0.5 million for the three months ended June 30, 2022 and 2021, respectively.
4	Adjustments reflect stock-based compensation expense included within selling, general, and administrative expenses and cost of contracts of $3.2 million and $4.3 million for the three months ended June 30, 2022 and 2021, respectively.
5	Adjustment reflects the expenses related to our efforts to resolve a regulatory matter and other non-recurring charges of $0.2 million for the three months ended June 30, 2021.
6	Adjustment reflects the expenses accrued for a legal matter of $0.1 million for the three months ended June 30, 2021.
7	Adjustment reflects the expenses incurred in the acquisition of MENU Technologies AG of $0.7 million for the three months ended June 30, 2022, and the acquisition and integration of Punchh Inc. of $2.7 million for the three months ended June 30, 2021.
8	Adjustment reflects foreign currency transaction gains and losses, rental income and losses, and other non-recurring expenses recorded in other expense, net in the accompanying statements of operations.

	Six Months Ended June 30,
(in thousands)	2022		2021
Reconciliation of EBITDA and adjusted EBITDA:
Net loss	$	(34,498)	$	(18,227)
Provision for (benefit from) income taxes	51		(12,258)
Interest expense	4,914		7,097
Depreciation and amortization	12,825		8,870
EBITDA	$	(16,708)	$	(14,518)
Stock-based compensation expense (1)	6,767		5,571
Regulatory matter (2)	—		50
Litigation expense (3)	—		600
Acquisition and integration costs (4)	951		3,388
Gain on insurance proceeds (5)	—		(4,400)
Other expense – net (6)	625		392
Adjusted EBITDA	$	(8,365)	$	(8,917)

1	Adjustment reflects stock-based compensation expense included within selling, general and administrative expenses and cost of contracts of $6.8 million and $5.6 million for the six months ended June 30, 2022 and 2021, respectively.
2	Adjustment reflects the expenses related to our efforts to resolve a regulatory matter and other non-recurring charges of $0.05 million for the six months ended June 30, 2021.
3	Adjustment reflects the expenses accrued for a legal matter of $0.6 million for the six months ended June 30, 2021.
4	Adjustment reflects the expenses incurred in the acquisition of MENU Technologies AG of $1.0 million for the six months ended June 30, 2022, and the acquisition and integration of Punchh Inc. of $3.4 million for the six months ended June 30, 2021.
5	Adjustment reflects a gain from insurance proceeds stemming from a legacy claim of $4.4 million for the six months ended June 30, 2021.
6	Adjustment reflects foreign currency transaction gains and losses, rental income and losses, and other non-recurring expenses recorded in other expense, net in the accompanying statements of operations.

	Six Months Ended June 30,
	2022				2021
Reconciliation of adjusted net loss/diluted loss per share:
Net loss/diluted loss per share	$	(34,498)	$	(1.27)	$	(18,227)	$	(0.72)
Provision for income taxes (1)	—		—		(12,360)		(0.49)
Non-cash interest expense (2)	981		0.04		2,917		0.11
Acquired intangible assets amortization (3)	8,229		0.30		5,351		0.21
Stock-based compensation expense (4)	6,767		0.25		5,571		0.22
Regulatory matter (5)	—		—		50		—
Litigation expense (6)	—		—		600		0.02
Acquisition and integration costs (7)	951		0.04		3,388		0.13
Gain on insurance proceeds (8)	—		—		(4,400)		(0.17)
Other expense – net (9)	625		0.02		392		0.02
Adjusted net loss/adjusted diluted loss per share	$	(16,945)	$	(0.62)	$	(16,718)	$	(0.67)
Adjusted weighted average common shares outstanding	26,982				25,484

1	Adjustment reflects a partial release of the Company's deferred taxed asset valuation allowance of $12.4 million related to the acquisition of Punchh Inc. for the six months ended June 30, 2021.
2	Adjustment reflects non-cash accretion of interest expense and amortization of issuance costs related to the Notes of $0.9 million and $2.9 million for the six months ended June 30, 2022 and 2021, respectively.
3	Adjustment amortization expense of acquired developed technology included within cost of sales of $7.3 million and $4.6 million for the six months ended June 30, 2022 and 2021, respectively; and amortization expense of acquired intangible assets of $0.9 million and $0.8 million for the six months ended June 30, 2022 and 2021, respectively.
4	Adjustment reflects stock-based compensation expense included within selling, general and administrative expenses and cost of contracts of $6.8 million and $5.6 million for the six months ended June 30, 2022 and 2021, respectively.
5	Adjustment reflects the expenses related to our efforts to resolve a regulatory matter and other non-recurring charges of $0.05 million for the six months ended June 30, 2021.
6	Adjustment reflects the expenses accrued for a legal matter of $0.6 million for the six months ended June 30, 2021.
7	Adjustment reflects the expenses incurred in the acquisition of MENU Technologies AG of $1.0 million for the six months ended June 30, 2022, and the acquisition and integration of Punchh Inc. of $3.4 million for the six months ended June 30, 2021.
8	Adjustment reflects the a gain from insurance proceeds stemming from a legacy claim of $4.4 million for the six months ended June 30, 2021.
9	Adjustment reflects foreign currency transaction gains and losses, rental income and losses, and other non-recurring expenses recorded in other expense, net in the accompanying statements of operations.

EX-99.2

Q2 ‘22 Earnings Presentation August 9, 2022 NYSE: PAR

Forward-Looking Statements. This presentation contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, Section 27A of the Securities Act of 1933, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical in nature, but rather are predictive of our future operations, financial condition, financial results, business strategies and prospects. Forward-looking statements are generally identified by words such as “anticipate,” “believe,” “belief,” “continue,” “could,” “expect,” “estimate,” “intend,” “may,” “opportunity,” “plan,” “should,” “will,” “would,” “will likely result,” and similar expressions. Forward-looking statements are based on management's current expectations and assumptions that are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause our actual results to differ materially from those expressed in or implied by forward-looking statements contained in this presentation on our business, financial condition, and results of operations. Factors that could cause our actual results to differ materially from those expressed in or implied by forward-looking statements contained in this presentation, include the effects of COVID-19 on our business, financial condition, and results of operations and the actions taken by governmental authorities, businesses and individuals in response, the impact of unfavorable macroeconomic conditions and geopolitical events (including the effects of the Russia-Ukraine war), the competitive marketplace for talent and its impact on employee recruitment and retention, component shortages and/or manufacturing disruptions and logistical challenges, and the other factors discussed in our filings with the Securities and Exchange Commission. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities law. Industry and Market Data. Market, industry, and other data included in this presentation are from or based on our own internal good faith estimates and research, and on publicly available publications, research, surveys and studies conducted by third parties, which we believe are reliable, but have not independently verified. Similarly, while we believe our internal estimates and research are reliable, we have not independently verified our internal estimates or research. While we are not aware of any misstatements regarding any market, industry, or other data used by us or expressed in this presentation, such information, because it has not been verified or, by its nature - market surveys, estimates, projections or similar data, is inherently subject to uncertainties, and actual results may differ materially from the assumptions and circumstances reflected in this information. Key Performance Indicators and Non-GAAP Financial Measures.(1) We monitor certain operating data and non-GAAP financial measures in the evaluation and management of our business; certain key operating data and non-GAAP financial measures have been provided as we believe these to be useful in facilitating period-to- period comparisons of our business performance. Operating data and non-GAAP financial measures do not reflect and should be viewed independently of our financial performance determined in accordance with GAAP. Operating data and non-GAAP financial measures are not forecasts or indicators of future or expected results and should not have undue reliance placed upon them by investors. Where non-GAAP financial measures are included in this presentation, the most directly comparable GAAP financial measures and a detailed reconciliation between GAAP and non-GAAP financial measures is included in the Appendix to this presentation. Unless otherwise indicated, financial and operating data included in this presentation is as of June 30, 2022. Trademarks. “PAR™,” “Brink POS®,” “Punchh®,” “Data Central®” and “Restaurant Magic®,” are trademarks of PAR Technology Corporation. This presentation may contain trade names and trademarks of other companies. Our reference to such other companies is not intended to imply any endorsement or sponsorship by these companies of PAR Technology Corporation or its products or services. 2 (1) See Appendix for non-GAAP reconciliation and certain definitions.

Q2 Financials • Q2 2022 Revenue Reported-- $85.1 million • 23.4% Increase from Q2 2021 3 in thousands 2022 2021 Revenues, net: Product 28,390 23,939 Service 35,781 27,185 Contract 20,922 17,826 Total revenues net 85,093$ 68,950$ Total gross margin 21,121 15,103 Operating expenses SG&A 26,398 22,946 R&D 10,101 8,643 Amort of identifiable intangible assets 721 489 Total operating expenses 37,220 32,078 Other income (expense), net (257) (341) Interest income (expense), net (2,451) (4,937) Loss before benefit from income taxes (18,807) (22,253) Benefit from (provision for) income taxes (41) 12,297 Net loss (18,848)$ (9,956)$ Non-Gaap adjustments 9,021$ 783$ Adjusted net loss (9,827)$ (9,173)$ Adjusted diluted loss per share (0.36)$ (0.36)$ Adjusted weighted average shares 26,982 25,484 All amounts in thousands, except for Adjusted diluted loss per share Three Months Ended June 30

ARR 7 7 8 3 8 8 9 4 9 9 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 ARR (U$D ‘000,000) Total ARR grew 29% YoY from Q2 ’21 • Punchh ARR increased 32% from Q2 last year • Brink POS ARR increased 31% from Q2 last year • Data Central Increased 5% from Q2 last year

ARR(1) Growth Trajectory 1 4 1 9 3 4 8 8 9 9 2018 2019 2020 2021 Q2'22 ARR (1) (U$D ‘000,000) (1) ARR includes Data Central® (acquired December 2019 but ARR inclusion started in early 2020 for graph) and Punchh® (acquired in April 2021).

Adjusted Subscription Gross Margin(1) Expanding (1) Subscription Margins were $6.4M in 2018, $10.5M 2019, $15M in 2020, $44M in 2021, and $68M in Q2 2022 Annualized. (2) Adjusted Subscription Gross Margin excludes amortization of intangibles of both internally developed and acquired technologies. See Appendix for non-GAAP reconciliation. (3) 2020 Gross Margin impacted due to one-time COVID waiver and Cost of Goods Sold (COGS). Adjusted Subscr ipt ion Gross Margins (1)(2) (%) 4 4 % 5 7 % 5 3 % 7 0 % 7 3 % 2018 2019 2020 2021 Q2'22 (3)

Brink POS ARR 7 2 8 3 0 3 2 3 5 3 6 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 ARR (U$D ‘000,000) • Brink POS ARR increased 31% from Q2 2021 (1) • Consistently low Churn ~ 4% annualized in Q2 2022 (1) Brink ARR also includes recurring payment processing services revenue, net of expenses. PAR charges a per-transaction fee each time a customer payment is processed electronically

Brink POS Site Count 8 13.2 14.9 15.8 16.9 17.7 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 Site Count ( locat ions ‘000) • 34% increase of Active Sites from Q2 2021 • Activations in Q2 2022 – 962 • Active Sites now total ~ 17,700+ • Q2 2022 Bookings # ~ 950 stores

Punchh ARR 9 40 44 47 50 53 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 ARR (U$D ‘000,000) • Punchh ARR increased 32% from Q2 2021

Punchh Site Count 10 48 53 56 59 62 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 Site Count ( locat ions ‘000) • 36% increase of Active Sites from Q2 2021 • 3,500 stores went live in Q2 2022

Restaurant Segment Product Revenue 11 24 30 32 25 28 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 product revenue (U$D ‘000,000) • Product revenue increased 18.6% from Q2 ‘21 • Proving Value of Complete Tech Stack • Difficult/Challenging Supply Chain Environment

Appendix

Subscription Gross Profit GAAP to Non-GAAP Reconciliation $M 12 Months Ended Dec-2018 Dec-2019 Dec-2020 Dec-2021 Q2’22 Annualized Total Restaurant / Retail Revenue $134 $123 $143 $210 $257 Non-Subscription Service Revenue (119) (105) (114) (147) (163) Subscription Service Revenue $15 $18 $28 $63 $94 Total COGS $103 $91 $109 $154 $181 Non-Subscription COGS (91) (78) (89) (118) (136) Less Amortization from Acquired and Internally Developed Technology (3) (4) (6) (17) (20) Non-GAAP Adj. Subscription COGS $8 $8 $13 $19 $26 Non-GAAP Adj. Subscription Gross Margin $6 $10 $15 $44 $68 Note: Unaudited. Numbers may not tie due to rounding. (1) Q2’22 financial information is annualized based on actuals. (1)

Investment Thesis 1. Foodservice market ready for disruption • Large TAM in restaurants with ~1m locations in the US spending 2-3% of total revenue on technology1 • The industry shift to cloud technology has led to an explosion in new technology from Voice AI to marketing technology 2. Meeting market need with Unified Commerce • Today technology is driving a wedge between restaurants and their guests • Brands are shifting to well integrated vendors and more targeted guest interactions • There is an opportunity to create an integrated solution with unified data that enables restaurants to have 1:1 relationship with their guests 3. ARR at scale with strong SaaS metrics • Through both organic and inorganic strategies, ARR has reached $98.6M with significant opportunity to expand within existing customers and win new business. 12 Month Contracted ARR is now more than $115.0M 1) Source: Technomic14

15 Appendix A – Key Performance Metrics • “Annual Recurring Revenue”, or “ARR”, is the annualized revenue from Software a s Service (“SaaS”) and related revenue of our software products. We calculate ARR by annualizing the monthly recurring revenue for all active sites as of the last day of each month for the respective reporting period. ARR also includes recurring payment processing services revenue, net of expenses. We charge a per- transaction fee each time a customer payment is processed electronically. • “Contracted ARR” is ARR that also includes signed/booked sites that have yet to be activated. • “Bookings” is a customer purchase order for SaaS; upon PAR’s acceptance the customer is obligated to purchase the SaaS and pay PAR for the services. In specific cases with Punchh, bookings are added at the time of execution of the relevant master services agreement. • “Activations” are calculated as of the end of each month based on the number of SaaS customers that have initiated use of our software products/platforms. Once “activated” PAR begins to invoice/bill the customer. In specific cases with Punchh, invoicing begins before activation takes place. • “Active Sites” represent locations active on PAR’s SaaS software as of the last day of the respective reporting period. • “Churn” reflects the negative change in site count of PAR customers, for a specific period. • “Subscription Service Revenue” represents revenue from SaaS, related revenue of our software products, and recurring payment processing services revenue net of expenses. • “Adjusted Subscription Gross Margin” is PAR’s gross margin of subscription service revenue excluding amortization of acquired and internally developed technology.

Thank You!

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Cover Page	May 10, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 09, 2022
Entity Registrant Name	PAR Technology Corp
Entity Incorporation, State or Country Code	DE
Entity File Number	1-09720
Entity Tax Identification Number	16-1434688
Entity Address, Address Line One	PAR Technology Park
Entity Address, Address Line Two	8383 Seneca Turnpike
Entity Address, City or Town	New Hartford
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	13413-4991
City Area Code	315
Local Phone Number	738-0600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	PAR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000708821