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): May 10, 2023

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 May 10, 2023, PAR Technology Corporation (“Company”) issued a press release to report its financial results for the quarter ended March 31, 2023. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1.*

Item 7.01    Regulation FD Disclosure.

There will be an earnings conference call at 4:30 p.m. (Eastern) on May 10, 2023, during which the Company’s management will discuss the financial results for the first quarter ended March 31, 2023. To participate on the conference call, please register in advance via the link provided at https://www.partech.com/investor-relations/. After registering, a confirmation email will be sent including dial-in details and unique conference call codes for entry. Registration is open 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 March 31, 2023 is attached to this current report on Form 8-K as Exhibit 99.2.*

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit Description
99.1	PAR Technology Corporation Press Release dated May 10, 2023
99.2	PAR Technology Earnings Presentation dated May 10, 2023
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:	May 10, 2023	/s/ Bryan A. Menar
		Bryan A. Menar
		Chief Financial Officer
		(Principal Financial Officer)

EX-99.1

Exhibit 99.1

FOR RELEASE: CONTACT:  New Hartford, NY, May 10, 2023 Christopher R. Byrnes (315) 738-0600 ext. 6226 cbyrnes@partech.com, www.partech.com

PAR TECHNOLOGY CORPORATION ANNOUNCES FIRST QUARTER 2023 RESULTS

•Total quarterly revenues increased 25.1% year-over-year from Q1 '22

•Annual Recurring Revenues (ARR)(1) grew to $115.9 million - a 22.7% increase from $94.4 million reported in Q1 '22

New Hartford, NY- May 10, 2023 -- PAR Technology Corporation (NYSE: PAR) (“PAR Technology” or the “Company”) today announced its financial results for the first quarter ended March 31, 2023.

Summary of Fiscal 2023 First Quarter

•Revenues were reported at $100.4 million for the three months ended March 31, 2023, a 25.1% increase compared to $80.3 million for the same period in 2022.

•Net loss for the three months ended March 31, 2023 was $15.9 million, or $0.58 net loss per share, compared to a net loss of $15.7 million, or $0.58 net loss per share reported for the same period in 2022.

•EBITDA for the three months ended March 31, 2023 was a loss of $7.0 million compared to a loss of $6.8 million for the same period in 2022.

•Adjusted EBITDA for the three months ended March 31, 2023 was a loss of $8.8 million compared to an Adjusted EBITDA loss of $2.9 million for the same period in 2022.

•Adjusted net loss for the three months ended March 31, 2023 was $12.7 million, or $0.46 adjusted diluted net loss per share, compared to an adjusted net loss of $7.1 million, or $0.26 adjusted diluted net loss per share, for the same period in 2022.

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

_______

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

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

Highlights of Guest Engagement - First Quarter 2023(1):

•ARR at end of Q1 '23 totaled $59.4 million

•New store Activations in Q1 '23 totaled approximately 325 sites

•Active Sites as of March 31, 2023 totaled 68.1 thousand restaurants

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

•ARR at end of Q1 '23 totaled $45.2 million

•New store Activations in Q1 '23 totaled 1.1 thousand sites

•Bookings in Q1 '23 totaled 1.2 thousand sites

•Active Sites as of March 31, 2023 totaled 20.5 thousand restaurants

Highlights of Back Office - First Quarter 2023(1):

•ARR at end of Q1 '23 totaled $11.3 million

•New store Activations in Q1 '23 totaled approximately 350 sites

•Active Sites as of March 31, 2023 totaled 7.1 thousand restaurants

PAR Technology CEO, Savneet Singh commented, "We had a solid start to this year, increasing total revenues by 25% and growing our subscription services ARR 23% when compared to Q1 last year. We continue to see positive momentum with our unified experience strategy as we expand our reach into table service enterprises and other retail markets. Enterprise restaurants are fast-tracking their transition to integrated cloud technologies that include machine learning and data science tools to solve their most significant business challenges. This trend creates a prolonged and substantial market opportunity for our software and services that will drive the continued scaling of our subscription services revenue and enable profitability and positive cash flow for our Company."

Earnings Conference Call.

There will be an earnings conference call at 4:30 p.m. (Eastern) on May 10, 2023, during which the Company’s management will discuss the financial results for the first quarter ended March 31, 2023. To participate on the conference call, please register in advance via the link provided at https://www.partech.com/investor-relations/. After registering, a confirmation email will be sent including dial-in details and unique conference call codes for entry. Registration is open through the live call, but to ensure you are connected for the entire call we suggest registering at least 10 minutes before the start of the call. The conference call will also be webcast live. To access the webcast, please visit https://www.partech.com/investor-relations/; a recording of the webcast will be available on the site after the event.

About PAR Technology Corporation.

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

_______

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

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Key Performance Indicators and Non-GAAP Financial Measures.

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

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

Unless otherwise indicated, financial and operating data included in this press release is as of March 31, 2023.

As used in this press release,

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

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

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

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

Trademarks.

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

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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, risks, trends and uncertainties that could cause our actual results to differ materially from those expressed in or implied by forward-looking statements contained in this press release include the impact of COVID-19 on our business, financial condition, and operating results, including actions taken by governmental authorities (including COVID-19 quarantines and lockdowns), businesses and individuals in response; unfavorable macroeconomic conditions, such as recession or slowed economic growth, bank failures or other banking industry disruptions, increased interest rates, inflation, and a decline in consumer confidence and discretionary spending; geopolitical events, such as the Russia-Ukraine war and escalating tensions between China and Taiwan; the competitive marketplace for talent and its impact on employee recruitment and retention; component shortages, inventory management, and/or manufacturing disruptions and logistics challenges; risks associated with our international operations; our ability to maintain proper and effective internal control over financial reporting; changes in estimates and assumptions we make in connection with the preparation of our financial statements, in building our business and operational plans, and in executing our strategies; and the other factors, risks, trends and uncertainties discussed in our most recent Annual Report on Form 10-K/A and other filings with the Securities and Exchange Commission. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities law.

###

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PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except share amounts)

Assets	March 31, 2023		December 31, 2022
Current assets:
Cash and cash equivalents	$	48,659	$	70,328
Cash held on behalf of customers	7,421		7,205
Short-term investments	40,753		40,290
Accounts receivable – net	66,494		59,960
Inventories	32,454		37,594
Other current assets	11,090		8,572
Total current assets	206,871		223,949
Property, plant and equipment – net	13,238		12,961
Goodwill	487,083		486,762
Intangible assets – net	106,204		111,097
Lease right-of-use assets	3,638		4,061
Other assets	15,268		16,028
Total assets	$	832,302	$	854,858
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	28,209	$	23,283
Accrued salaries and benefits	11,285		18,936
Accrued expenses	7,598		6,531
Customers payable	7,421		7,205
Lease liabilities – current portion	1,190		1,307
Customer deposits and deferred service revenue	9,099		10,562
Total current liabilities	64,802		67,824
Lease liabilities – net of current portion	2,551		2,868
Deferred service revenue – noncurrent	6,245		5,125
Long-term debt	389,714		389,192
Other long-term liabilities	9,112		14,655
Total liabilities	472,424		479,664
Shareholders’ equity:
Preferred stock, $.02 par value, 1,000,000 shares authorized, none outstanding	—		—
Common stock, $0.02 par value, 58,000,000 shares authorized, 28,755,152 and 28,589,567 shares issued, 27,404,944 and 27,319,045 outstanding at March 31, 2023 and December 31, 2022, respectively	572		570
Additional paid in capital	598,393		595,286
Accumulated deficit	(221,109)		(205,204)
Accumulated other comprehensive loss	(1,407)		(1,365)
Treasury stock, at cost, 1,350,208 shares and 1,270,522 shares at March 31, 2023 and December 31, 2022, respectively	(16,571)		(14,093)
Total shareholders’ equity	359,878		375,194
Total Liabilities and Shareholders’ Equity	$	832,302	$	854,858

See notes to unaudited interim condensed consolidated financial statements included in the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2023 (the “Quarterly Report”).

5

PAR TECHNOLOGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share amounts)

	Three Months Ended March 31,
	2023		2022
Revenues, net:
Hardware	$	26,777	$	25,073
Subscription service	27,965		21,285
Professional service	13,842		12,488
Contract	31,853		21,439
Total revenues, net	100,437		80,285
Costs of sales:
Hardware	22,381		19,997
Subscription service	13,925		10,616
Professional service	11,366		9,180
Contract	29,572		19,879
Total cost of sales	77,244		59,672
Gross margin	23,193		20,613
Operating expenses:
Selling, general and administrative	27,478		22,368
Research and development	14,315		10,841
Amortization of identifiable intangible assets	464		213
Adjustment to contingent consideration liability	(5,200)		—
Total operating expenses	37,057		33,422
Operating loss	(13,864)		(12,809)
Other expense, net	(59)		(368)
Interest expense, net	(1,667)		(2,463)
Loss before provision for income taxes	(15,590)		(15,640)
Provision for income taxes	(315)		(10)
Net loss	$	(15,905)	$	(15,650)
Net loss per share (basic and diluted)	$	(0.58)	$	(0.58)
Weighted average shares outstanding (basic and diluted)	27,344		26,970

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

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PAR TECHNOLOGY CORPORATION

SUPPLEMENTAL INFORMATION

(unaudited)

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

Segment Revenue by Product Line:

	2023		2022
	Q1		Q4		Q3		Q2		Q1
Restaurant/Retail
Hardware	$	26,777	$	29,590	$	31,343	$	28,390	$	25,073
Subscription service	27,965		27,908		25,170		23,150		21,285
Professional service	13,842		13,479		11,840		12,631		12,488
Total Restaurant/Retail	$	68,584	$	70,977	$	68,353	$	64,171	$	58,846
Government
Mission systems	$	9,383	$	8,678	$	8,982	$	8,883	$	8,915
Intelligence, surveillance, and reconnaissance solutions	22,216		17,394		14,710		11,747		12,290
Commercial software	254		601		722		292		234
Total Government	$	31,853	$	26,673	$	24,414	$	20,922	$	21,439
Total Revenue	$	100,437	$	97,650	$	92,767	$	85,093	$	80,285

Non-GAAP Financial Measures

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

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

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The Company is presenting adjusted EBITDA and adjusted net loss because we believe that these financial measures provide supplemental information that may be useful to investors in evaluating the Company's core business operating results and comparing such results to other similar companies. Management believes that adjusted EBITDA and adjusted net loss, when viewed with the Company's results of operations in accordance with GAAP and the reconciliations to the most directly comparable GAAP measures provided in the tables below, provide useful information about operating performance and period-over-period growth, and provide additional information that is useful for evaluating the operating performance of the Company's core business without regard to potential distortions. Management 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.

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

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

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

	Three Months Ended March 31,
in thousands	2023		2022
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA
Net loss	$	(15,905)	$	(15,650)
Provision for income taxes	315		10
Interest expense	1,667		2,463
Depreciation and amortization	6,933		6,384
EBITDA	$	(6,990)	$	(6,793)
Stock-based compensation expense (1)	3,055		3,537
Contingent consideration (2)	(5,200)		—
Severance (3)	253		—
Other expense – net (4)	59		368
Adjusted EBITDA	$	(8,823)	$	(2,888)

1	Adjustments reflect stock-based compensation expense of $3.1 million and $3.5 million for the three months ended March 31, 2023 and 2022, respectively.
2	Adjustment reflects non-cash changes to the fair market value of the contingent consideration liability related to the acquisition of MENU Technologies AG in July 2022 ("MENU Acquisition").
3	Adjustment reflects severance included in SG&A and R&D expense.
4	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.

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in thousands	Three Months Ended March 31,
Reconciliation of Net Loss/Diluted Net Loss per Share to Adjusted Net Loss/Adjusted Diluted Loss per Share:	2023				2022
Net loss/diluted loss per share	$	(15,905)	$	(0.58)	$	(15,650)	$	(0.58)
Non-cash interest expense (1)	522		0.02		486		0.02
Acquired intangible assets amortization (2)	4,564		0.17		4,114		0.15
Stock-based compensation expense (3)	3,055		0.11		3,537		0.13
Contingent consideration (4)	(5,200)		(0.19)		—		—
Severance (5)	253		0.01		—		—
Other expense – net (6)	59		—		368		0.01
Adjusted net loss/adjusted diluted loss per share	$	(12,652)	$	(0.46)	$	(7,145)	$	(0.26)
Adjusted weighted average common shares outstanding	27,344				26,970

1	Adjustment reflects non-cash accretion of interest expense and amortization of issuance costs related to the 4.500% Convertible Senior Notes due 2024 (the "2024 Notes"), 2.875% Convertible Senior Notes due 2026 (the "2026 Notes"), and the 1.500% Convertible Senior Notes due 2027 (the “2027 Notes”, and together with the 2024 Notes and the 2026 Notes, the “Senior Notes”) of $0.5 million and $0.5 million for the three months ended March 31, 2023 and 2022, respectively.
2	Adjustment amortization expense of acquired developed technology included within cost of sales of $4.1 million and $3.7 million for the three months ended March 31, 2023 and 2022, respectively; and amortization expense of acquired intangible assets of $0.5 million and $0.5 million for the three months ended March 31, 2023 and 2022, respectively.
3	Adjustment reflects stock-based compensation expense of $3.1 million and $3.5 million for the three months ended March 31, 2023 and 2022, respectively.
4	Adjustment reflects non-cash changes to the fair market value of the contingent consideration liability related to the MENU Acquisition.
5	Adjustment reflects severance included in SG&A and R&D expense.
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.

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EX-99.2

Q1 ‘23 Earnings Presentation May 10, 2023 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, risks, trends and uncertainties that could cause our actual results to differ materially from those expressed in or implied by forward-looking statements contained in this presentation include the impact of COVID-19 on our business, financial condition, and operating results, including actions taken by governmental authorities (including COVID-19 quarantines and lockdowns), businesses and individuals in response; unfavorable macroeconomic conditions, such as recession or slowed economic growth, bank failures or other banking industry disruptions, increased interest rates, inflation, and a decline in consumer confidence and discretionary spending; geopolitical events, such as the Russia-Ukraine war and escalating tensions between China and Taiwan; the competitive marketplace for talent and its impact on employee recruitment and retention; component shortages, inventory management, and/or manufacturing disruptions and logistics challenges; risks associated with our international operations; our ability to maintain proper and effective internal control over financial reporting; changes in estimates and assumptions we make in connection with the preparation of our financial statements, in building our business and operational plans, and in executing our strategies; and the other factors, risks, trends and uncertainties discussed in our most recent Annual Report on Form 10-K/A and other filings with the Securities and Exchange Commission. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities law. Industry and Market Data. Market, industry, and other data included in this presentation are from or based on our own internal good faith estimates and research, and on publicly available publications, research, surveys and studies conducted by third parties, which we believe are reliable, but have not independently verified. Similarly, while we believe our internal estimates and research are reliable, we have not independently verified our internal estimates or research. While we are not aware of any misstatements regarding any market, industry, or other data used by us or expressed in this presentation, such information, because it has not been verified or, by its nature - market surveys, estimates, projections or similar data, are inherently subject to uncertainties, and actual results may differ materially from the assumptions and circumstances reflected in this information. Key Performance Indicators and Non-GAAP Financial Measures.(1) We monitor certain key performance indicators and non-GAAP financial measures in the evaluation and management of our business; certain key performance indicators and non-GAAP financial measures are provided in this Quarterly Report as we believe they are useful in facilitating period-to-period comparisons of our business performance. Key performance indicators and non-GAAP financial measures do not reflect and should be viewed independently of our financial performance determined in accordance with GAAP. Key performance indicators and non-GAAP financial measures are not forecasts or indicators of future or expected results and should not have undue reliance placed upon them by investors. Where non-GAAP financial measures are included in this presentation, the most directly comparable GAAP financial measures and a detailed reconciliation between GAAP and non- GAAP financial measures is included in the Appendix to this presentation. Unless otherwise indicated, financial and operating data included in this presentation is as of March 31, 2023. Trademarks. “PAR®,” “Brink POS®,” “Punchh®,” “MENUTM,” “Data Central®,” "PAR® Pay”, “PAR® Payment Services” and other trademarks identifying our products and services appearing in this Quarterly Report belong to us. This Quarterly Report may also contain trade names and trademarks of other companies. Our use of such other companies’ trade names or trademarks is not intended to imply any endorsement or sponsorship by these companies of us or our products or services. 2(1) See Appendix A for non-GAAP reconciliation and Key Performance Indicators

A little about us...

Our Journey … Thus Far ... 5 $115.9M Q1 2023 Please see Appendix A – Key Performance Indicators for more information on ARR

Building a Unified Experience 6

Financial Review First Quarter 2023 Highlights

Q1 ‘23 Financials Consolidated Highlights • 25% increase in revenue from Q1 2022 • 13% increase in gross margin from Q1 2022 Subscription Service Highlights • 23% increase in ARR from Q1 2022 • 31% increase in revenue from Q1 2022 8 Three Months Ended March 31, 2023 in thousands 2023 2022 Revenues, net: Hardware $ 26,777 $ 25,073 Subscription service 27,965 21,285 Professional service 13,842 12,488 Contract 31,853 21,439 Total revenues net 100,437 80,285 Total gross margin 23,193 20,613 Operating expenses Selling, general and administrative 27,478 22,368 Research and development 14,315 10,841 Amort of identifiable intangible assets 464 213 Adjustment to contingent consideration liability (5,200) — Total operating expenses 37,057 33,422 Other (expense) income, net (59) (368) Interest expense, net (1,667) (2,463) Loss before benefit from income taxes (15,590) (15,640) (Provision for) benefit from income taxes (315) (10) Net loss (15,905) (15,650) Non-GAAP adjustments 3,253 8,505 Adjusted net loss (12,652) (7,145) Adjusted diluted loss per share (0.46) (0.26) Adjusted weighted average shares 27,344 26,970 All amounts in thousands, except for Adjusted diluted loss per share

9 Quarterly KPI Trends Guest Engagement (Punchh + MENU) ARR ($‘000,000) Year-over-year metrics are for the quarter ended 3/31/2023 compared to the quarter ended 3/31/2022. Please see Appendix A — Key Performance Indicators for more information on ARR and Active Sites. 50.2 53.2 57.5 58.9 59.4 Q1'22 Q2'22 Q3'22 Q4'22 Q1'23 18% Y/Y Growth Active Sites (‘000) 58.8 62.3 67.1 69.9 68.1 Q1'22 Q2'22 Q3'22 Q4'22 Q1'23 16% Y/Y Growth

10 Quarterly KPI Trends Operator Solutions (Brink POS + PAR Payment Services + PAR Pay) ARR ($‘000,000) Year-over-year metrics are for the quarter ended 3/31/2023 compared to the quarter ended 3/31/2022. Please see Appendix A — Key Performance Indicators for more information on ARR and Active Sites. 35.5 36.2 38.9 41.6 45.2 Q1'22 Q2'22 Q3'22 Q4'22 Q1'23 27% Y/Y Growth Active Sites (‘000) 16.9 17.7 18.6 19.5 20.5 Q1'22 Q2'22 Q3'22 Q4'22 Q1'23 21% Y/Y Growth

11 Quarterly KPI Trends Back Office (Data Central) ARR ($‘000,000) Year-over-year metrics are for the quarter ended 3/31/2023 compared to the quarter ended 3/31/2022. Please see Appendix A — Key Performance Indicators for more information on ARR and Active Sites. 8.7 9.2 10.2 10.9 11.3 Q1'22 Q2'22 Q3'22 Q4'22 Q1'23 30% Y/Y Growth Active Sites (‘000) 6.0 6.4 6.7 7.0 7.1 Q1'22 Q2'22 Q3'22 Q4'22 Q1'23 18% Y/Y Growth

ARR ($‘000,000) (1) Adjusted Subscription Service Gross Margin is a non-GAAP financial measure. Please see Appendix A for a detailed reconciliation to Subscription Service Gross Margin (GAAP). (2) 2020 gross margin impacted due to one-time COVID waiver and Cost of Goods Sold (COGS). (3) Q1'23 ARR is as of March 31, 2023, and YTD'23 Adjusted Subscription Service Gross Margin is for the three months ended March 31, 2023; both are excluded from the CAGR calculations. CAGR stands for Compounded Annual Growth Rate. Please see Appendix A — Key Performance Indicators for more information on ARR and Active Sites. 33.5 88.2 111.4 115.9 2020 2021 2022 Q1'23 Subscription services 82% CAGR Annual KPI Trends Adjusted Subscription Service Gross Margin(1) 17% CAGR 53% 66% 73% 71% 2020 2021 2022 YTD'23 12 (2) (3) (3)

13 Hardware Revenue ($'000,000) (1) YTD' 23 hardware revenue is for the three months ended March 31, 2023 CAGR stands for Compounded Annual Growth Rate. 25% CAGR • Proving value of a complete tech stack • Navigating difficult/challenging supply chain environment Hardware Annual KPI Trends 73 105 114 27 2020 2021 2022 YTD'23 (1)

Appendix A

($'000,000), except % 12 Months Ended 3 Months Ended Dec 2020 Dec 2021 Dec 2022 Mar 2023 Subscription Service Revenue $31 $63 $97 $28 Subscription Service Gross Margin 10 24 50 14 Add back Amortization from Acquired and Internally Developed Technology included in Subscription Service Gross Margin 6 17 21 6 Adjusted Subscription Service Gross Margin $17 $41 $71 $20 Adjusted Subscription Service Gross Margin % 53% 66% 73% 71% May not sum/recalculate due to rounding. The presentation of this non-GAAP reconciliation reflects the bifurcation of service revenue between subscription service revenue and professional service revenue that was implemented in Q4 2022. 15 Adjusted Subscription Gross Margin Non-GAAP Reconciliation

($'000,000), except % 3 Months Ended Mar 2022 Mar 2023 Subscription Service Revenue $21 $28 Subscription Service Gross Margin 11 14 Add back Amortization from Acquired and Internally Developed Technology included in Subscription Service Gross Margin 5 6 Adjusted Subscription Service Gross Margin $16 $20 Adjusted Subscription Service Gross Margin % 74% 71% May not sum/recalculate due to rounding. The presentation of this non-GAAP reconciliation reflects the bifurcation of service revenue between subscription service revenue and professional service revenue that was implemented in Q4 2022. 16 Adjusted Subscription Gross Margin Non-GAAP Reconciliation

1. Foodservice market ready for disruption • Large TAM in restaurants with ~1m locations in the US spending 2-3% of total revenue on technology1 • The industry shift to cloud technology has led to an explosion in new technology from Voice AI to marketing technology 2. Meeting market need with a Unified Experience • Today technology is driving a wedge between restaurants and their guests • Brands are shifting to well integrated vendors and more targeted guest interactions • There is an opportunity to create an integrated solution with unified data that enables restaurants to have 1:1 relationship with their guests 3. ARR at scale with strong SaaS metrics • Through both organic and inorganic strategies, ARR has reached $115.9M with significant opportunity to expand within existing customers and win new business. 1) Source: Technomic 15 Investment Thesis

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

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Cover Page	May 10, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 10, 2023
Entity Registrant Name	PAR Technology Corp
Entity Incorporation, State or Country Code	DE
Entity File Number	1-09720
Entity Tax Identification Number	16-1434688
Entity Address, Address Line One	PAR Technology Park
Entity Address, Address Line Two	8383 Seneca Turnpike
Entity Address, City or Town	New Hartford
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	13413-4991
City Area Code	315
Local Phone Number	738-0600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	PAR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000708821