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): November 9, 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 November 9, 2023, PAR Technology Corporation (“Company”) issued a press release to report its financial results for the quarter ended September 30, 2023. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1.*

Item 7.01    Regulation FD Disclosure.

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

The Company's quarterly earnings presentation containing additional information for the quarter ended September 30, 2023 is attached to this current report on Form 8-K as Exhibit 99.2.*

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit Description
99.1	PAR Technology Corporation Press Release dated November 9, 2023
99.2	PAR Technology Earnings Presentation dated November 9, 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:	November 9, 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, November 9, 2023 Christopher R. Byrnes (315) 738-0600 ext. 6226 cbyrnes@partech.com, www.partech.com

PAR TECHNOLOGY CORPORATION ANNOUNCES THIRD QUARTER 2023 RESULTS

•Total quarterly revenues increased 15.5% year-over-year from Q3 '22

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

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

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

Summary of Fiscal 2023 Third Quarter

•Revenues were reported at $107.1 million for the three months ended September 30, 2023, a 15.5% increase compared to $92.8 million for the same period in 2022.

•Net loss for the three months ended September 30, 2023 was $15.5 million, or $0.56 net loss per share, compared to a net loss of $21.3 million, or $0.79 net loss per share reported for the same period in 2022.

•EBITDA(1) for the three months ended September 30, 2023 was a loss of $6.9 million compared to a loss of $12.2 million for the same period in 2022.

•Adjusted EBITDA(1) for the three months ended September 30, 2023 was a loss of $2.6 million compared to an Adjusted EBITDA loss of $8.0 million for the same period in 2022.

•Adjusted net loss(1) for the three months ended September 30, 2023 was $5.8 million, or $0.21 adjusted diluted net loss per share(1), compared to an adjusted net loss of $11.9 million, or $0.44 adjusted diluted net loss per share, for the same period in 2022.

Summary of Year-to-Date Financial Results

•Revenues were reported at $308.1 million for the nine months ended September 30, 2023, a 19.4% increase compared to $258.1 million for the same period in 2022.

•Net loss for the nine months ended September 30, 2023 was $51.1 million, or $1.86 net loss per share, compared to a net loss of $55.8 million, or $2.06 net loss per share reported for the same period in 2022.

•EBITDA for the nine months ended September 30, 2023 was a loss of $24.6 million compared to a loss of $28.6 million for the same period in 2022.

•Adjusted EBITDA for the nine months ended September 30, 2023 was a loss of $21.3 million compared to an Adjusted EBITDA loss of $16.0 million for the same period in 2022.

•Adjusted net loss for the nine months ended September 30, 2023 was $32.7 million, or $1.19 adjusted diluted net loss per share, compared to an adjusted net loss of $28.9 million, or $1.06 adjusted diluted net loss per share, for the same period in 2022.

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

_______

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

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

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

•ARR at end of Q3 '23 totaled $62.2 million

•New store Activations in Q3 '23 totaled approximately 1,000 sites

•Active Sites as of September 30, 2023 totaled 68.1 thousand restaurants

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

•ARR at end of Q3 '23 totaled $53.8 million

•New store Activations in Q3 '23 totaled approximately 1,200 sites

•Bookings in Q3 '23 totaled approximately 1,100 sites

•Active Sites as of September 30, 2023 totaled 22.5 thousand restaurants

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

•ARR at end of Q3 '23 totaled $12.4 million

•New store Activations in Q3 '23 totaled approximately 400 sites

•Active Sites as of September 30, 2023 totaled 7.5 thousand restaurants

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

Earnings Conference Call.

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

About PAR Technology Corporation.

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

_______

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

2

Key Performance Indicators and Non-GAAP Financial Measures.

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

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

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

As used in this press release,

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

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

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

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

Trademarks.

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

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

###

4

PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except share amounts)

Assets	September 30, 2023		December 31, 2022
Current assets:
Cash and cash equivalents	$	43,136	$	70,328
Cash held on behalf of customers	8,758		7,205
Short-term investments	36,717		40,290
Accounts receivable – net	66,441		59,960
Inventories	24,193		37,594
Other current assets	9,516		8,572
Total current assets	188,761		223,949
Property, plant and equipment – net	16,110		12,961
Goodwill	487,073		486,762
Intangible assets – net	96,562		111,097
Lease right-of-use assets	4,303		4,061
Other assets	16,400		16,028
Total assets	$	809,209	$	854,858
Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of long-term debt	$	13,638	$	—
Accounts payable	27,229		23,283
Accrued salaries and benefits	15,652		18,936
Accrued expenses	10,578		6,531
Customers payable	8,758		7,205
Lease liabilities – current portion	1,327		1,307
Customer deposits and deferred service revenue	10,066		10,562
Total current liabilities	87,248		67,824
Lease liabilities – net of current portion	3,075		2,868
Deferred service revenue – noncurrent	4,329		5,125
Long-term debt	377,148		389,192
Other long-term liabilities	4,669		14,655
Total liabilities	476,469		479,664
Shareholders’ equity:
Preferred stock, $.02 par value, 1,000,000 shares authorized, none outstanding	—		—
Common stock, $0.02 par value, 58,000,000 shares authorized, 28,877,896 and 28,589,567 shares issued, 27,520,284 and 27,319,045 outstanding at September 30, 2023 and December 31, 2022, respectively	574		570
Additional paid in capital	606,836		595,286
Accumulated deficit	(256,327)		(205,204)
Accumulated other comprehensive loss	(1,507)		(1,365)
Treasury stock, at cost, 1,357,612 shares and 1,270,522 shares at September 30, 2023 and December 31, 2022, respectively	(16,836)		(14,093)
Total shareholders’ equity	332,740		375,194
Total Liabilities and Shareholders’ Equity	$	809,209	$	854,858

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

5

PAR TECHNOLOGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share amounts)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenues, net:
Hardware	$	25,824	$	31,343	$	78,991	$	84,820
Subscription service	31,363		25,170		89,700		69,591
Professional service	11,514		11,840		38,123		36,959
Contract	38,433		24,414		101,301		66,775
Total revenues, net	107,134		92,767		308,115		258,145
Costs of sales:
Hardware	19,295		25,458		63,002		69,666
Subscription service	15,497		13,054		46,655		34,332
Professional service	8,775		10,967		31,925		30,649
Contract	35,381		21,880		94,624		60,356
Total cost of sales	78,948		71,359		236,206		195,003
Gross margin	28,186		21,408		71,909		63,142
Operating expenses:
Selling, general and administrative	26,249		26,543		79,357		75,309
Research and development	14,660		12,843		43,863		33,785
Amortization of identifiable intangible assets	464		465		1,393		1,399
Adjustment to contingent consideration liability	—		—		(7,500)		—
Gain on insurance proceeds	—		—		(500)		—
Total operating expenses	41,373		39,851		116,613		110,493
Operating loss	(13,187)		(18,443)		(44,704)		(47,351)
Other expense, net	(373)		(179)		(337)		(804)
Interest expense, net	(1,750)		(2,140)		(5,152)		(7,054)
Loss before provision for income taxes	(15,310)		(20,762)		(50,193)		(55,209)
Provision for income taxes	(206)		(578)		(930)		(629)
Net loss	$	(15,516)	$	(21,340)	$	(51,123)	$	(55,838)
Net loss per share (basic and diluted)	$	(0.56)	$	(0.79)	$	(1.86)	$	(2.06)
Weighted average shares outstanding (basic and diluted)	27,472		27,110		27,412		27,150

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

6

PAR TECHNOLOGY CORPORATION

SUPPLEMENTAL INFORMATION

(unaudited)

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

Segment Revenue by Product Line:

	2023						2022
in thousands	Q3		Q2		Q1		Q4		Q3		Q2		Q1
Restaurant/Retail
Hardware	$	25,824	$	26,390	$	26,777	$	29,590	$	31,343	$	28,390	$	25,073
Subscription service	31,363		30,372		27,965		27,908		25,170		23,150		21,285
Professional service	11,514		12,767		13,842		13,479		11,840		12,631		12,488
Total Restaurant/Retail	$	68,701	$	69,529	$	68,584	$	70,977	$	68,353	$	64,171	$	58,846
Government
Mission systems	$	8,808	$	9,218	$	9,383	$	8,678	$	8,982	$	8,883	$	8,915
Intelligence, surveillance, and reconnaissance solutions	29,275		21,510		22,216		17,394		14,710		11,747		12,290
Commercial software	350		287		254		601		722		292		234
Total Government	$	38,433	$	31,015	$	31,853	$	26,673	$	24,414	$	20,922	$	21,439
Total Revenue	$	107,134	$	100,544	$	100,437	$	97,650	$	92,767	$	85,093	$	80,285

Non-GAAP Financial Measures

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

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

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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 also believes that adjusted EBITDA provides investors with insight into factors and trends that could affect the Company's ongoing cash earnings, from which capital investments are made and debt is serviced.

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

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

The following tables set forth certain unaudited supplemental financial and other data for the periods indicated:

	Three Months Ended September 30,
in thousands	2023		2022
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA
Net loss	$	(15,516)	$	(21,340)
Provision for income taxes	206		578
Interest expense	1,750		2,140
Depreciation and amortization	6,665		6,441
EBITDA	$	(6,895)	$	(12,181)
Stock-based compensation expense (1)	3,972		3,490
Regulatory matter (2)	—		415
Acquisition costs (3)	—		134
Other expense – net (4)	373		179
Adjusted EBITDA	$	(2,550)	$	(7,963)

1	Adjustments reflect stock-based compensation expense of $4.0 million and $3.5 million for the three months ended September 30, 2023 and 2022, respectively.
2	Adjustment reflects a non-recurring expense accrued related to our efforts to resolve a regulatory matter.
3	Adjustment reflects the acquisition expenses incurred in the acquisition of MENU Technologies AG in July 2022 (the "MENU Acquisition").
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, except per share amounts	Three Months Ended September 30,
Reconciliation of Net Loss/Diluted Net Loss per Share to Adjusted Net Loss/Adjusted Diluted Net Loss per Share:	2023				2022
Net loss/diluted loss per share	$	(15,516)	$	(0.56)	$	(21,340)	$	(0.79)
Non-cash interest expense (1)	541		0.02		504		0.02
Acquired intangible assets amortization (2)	4,828		0.18		4,712		0.17
Stock-based compensation expense (3)	3,972		0.14		3,490		0.13
Regulatory matter (4)	—		—		415		0.02
Acquisition costs (5)	—		—		134		—
Other expense – net (6)	373		0.01		179		0.01
Adjusted net loss/adjusted diluted net loss per share	$	(5,802)	$	(0.21)	$	(11,906)	$	(0.44)
Adjusted weighted average common shares outstanding	27,472				27,110

1	Adjustment reflects non-cash accretion of interest expense and amortization of issuance costs related to the Company's 4.500% Convertible Senior Notes due 2024 (the "2024 Notes"), 2.875% Convertible Senior Notes due 2026 (the "2026 Notes"), and the 1.500% Convertible Senior Notes due 2027 (the “2027 Notes”, and together with the 2024 Notes and the 2026 Notes, the “Senior Notes”) of $0.5 million and $0.5 million for the three months ended September 30, 2023 and 2022, respectively.
2	Adjustment amortization expense of acquired developed technology included within cost of sales of $4.3 million and $4.3 million for the three months ended September 30, 2023 and 2022, respectively; and amortization expense of acquired intangible assets of $0.5 million and $0.4 million for the three months ended September 30, 2023 and 2022, respectively.
3	Adjustment reflects stock-based compensation expense of $4.0 million and $3.5 million for the three months ended September 30, 2023 and 2022, respectively.
4	Adjustment reflects a non-recurring expense accrued related to our efforts to resolve a regulatory matter.
5	Adjustment reflects the acquisition expenses incurred in the MENU Acquisition.
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.

	Nine Months Ended September 30,
in thousands	2023		2022
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA
Net loss	$	(51,123)	$	(55,838)
Provision for income taxes	930		629
Interest expense	5,152		7,054
Depreciation and amortization	20,480		19,593
EBITDA	$	(24,561)	$	(28,562)
Stock-based compensation expense (1)	10,642		10,257
Regulatory matter (2)	—		415
Contingent consideration (3)	(7,500)		—
Acquisition costs (4)	—		1,085
Gain on insurance proceeds (5)	(500)		—
Severance (6)	253		—
Other expense – net (7)	337		804
Adjusted EBITDA	$	(21,329)	$	(16,001)

1	Adjustments reflect stock-based compensation expense of $10.6 million and $10.3 million for the nine months ended September 30, 2023 and 2022, respectively.
2	Adjustment reflects a non-recurring expense accrued related to our efforts to resolve a regulatory matter.
3	Adjustment reflects non-cash changes to the fair market value of the contingent consideration liability related to the MENU Acquisition.
4	Adjustment reflects the acquisition expenses incurred in the MENU Acquisition.
5	Adjustment reflects the gain on insurance proceeds due to the settlement of a legacy claim.
6	Adjustment reflects severance included in SG&A and R&D expense.
7	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.

9

in thousands, except per share amounts	Nine Months Ended September 30,
Reconciliation of Net Loss/Diluted Net Loss per Share to Adjusted Net Loss/Adjusted Diluted Net Loss per Share:	2023				2022
Net loss/diluted loss per share	$	(51,123)	$	(1.86)	$	(55,838)	$	(2.06)
Non-cash interest expense (1)	1,594		0.06		1,484		0.05
Acquired intangible assets amortization (2)	13,555		0.49		12,941		0.48
Stock-based compensation expense (3)	10,642		0.39		10,257		0.38
Regulatory matter (4)	—		—		415		0.02
Contingent consideration (5)	(7,500)		(0.27)		—		—
Acquisition costs (6)	—		—		1,085		0.04
Gain on insurance proceeds (7)	(500)		(0.02)		—		—
Severance (8)	253		0.01		—		—
Other expense – net (9)	337		0.01		804		0.03
Adjusted net loss/adjusted diluted net loss per share	$	(32,742)	$	(1.19)	$	(28,852)	$	(1.06)
Adjusted weighted average common shares outstanding	27,412				27,150

1	Adjustment reflects non-cash accretion of interest expense and amortization of issuance costs related to the Senior Notes of $1.6 million and $1.5 million for the nine months ended September 30, 2023 and 2022, respectively.
2	Adjustment amortization expense of acquired developed technology included within cost of sales of $12.7 million and $11.5 million for the nine months ended September 30, 2023 and 2022, respectively; and amortization expense of acquired intangible assets of $0.9 million and $1.4 million for the nine months ended September 30, 2023 and 2022, respectively.
3	Adjustment reflects stock-based compensation expense of $10.6 million and $10.3 million for the nine months ended September 30, 2023 and 2022, respectively.
4	Adjustment reflects a non-recurring expense accrued related to our efforts to resolve a regulatory matter.
5	Adjustment reflects non-cash changes to the fair market value of the contingent consideration liability related to the MENU Acquisition.
6	Adjustment reflects the acquisition expenses incurred in the MENU Acquisition.
7	Adjustment reflects the gain on insurance proceeds due to the settlement of a legacy claim.
8	Adjustment reflects severance included in SG&A and R&D expense.
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.

10

EX-99.2

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

partech.com Forward-Looking Statements. This presentation contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, Section 27A of the Securities Act of 1933, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical in nature, but rather are predictive of our future operations, financial condition, financial results, business strategies and prospects. Forward-looking statements are generally identified by words such as “anticipate,” “believe,” “belief,” “continue,” “could,” “expect,” “estimate,” “intend,” “may,” “opportunity,” “plan,” “should,” “will,” “would,” “will likely result,” and similar expressions. Forward-looking statements are based on management's current expectations and assumptions that are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause our actual results to differ materially from those expressed in or implied by forward-looking statements contained in this presentation about our business, financial condition, and results of operations. Factors, risks, trends and uncertainties that could cause our actual results to differ materially from those expressed in or implied by forward-looking statements contained in this presentation include a resurgence of COVID-19 cases and the responses of governments, businesses, customers and consumers; macroeconomic conditions, such as recession or slowed economic growth, bank failures or other banking industry disruptions, increased interest rates, inflation, and changes in consumer confidence and discretionary spending; geopolitical events, such as the Russia-Ukraine war and escalating tensions between China and Taiwan; the competitive marketplace for talent and its impact on employee recruitment and retention; component shortages, inventory management, and/or manufacturing disruptions and logistics challenges; risks associated with our international operations; our ability to maintain proper and effective internal control over financial reporting; changes in estimates and assumptions we make in connection with the preparation of our financial statements, in building our business and operational plans, and in executing our strategies; and the other factors, risks, trends and uncertainties discussed in our most recent Annual Report on Form 10-K/A and other filings with the Securities and Exchange Commission. We undertake no obligation to update or revise any forward- looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities law. Industry and Market Data. Market, industry, and other data included in this presentation are from or based on our own internal good faith estimates and research, and on publicly available publications, research, surveys and studies conducted by third parties, which we believe are reliable, but have not independently verified. Similarly, while we believe our internal estimates and research are reliable, we have not independently verified our internal estimates or research. While we are not aware of any misstatements regarding any market, industry, or other data used by us or expressed in this presentation, such information, because it has not been verified or, by its nature - market surveys, estimates, projections or similar data, are inherently subject to uncertainties, and actual results may differ materially from the assumptions and circumstances reflected in this information. Key Performance Indicators and Non-GAAP Financial Measures.(1) We monitor certain key performance indicators and non-GAAP financial measures in the evaluation and management of our business; certain key performance indicators and non-GAAP financial measures are provided in this presentation as we believe they are useful in facilitating period-to-period comparisons of our business performance. Key performance indicators and non-GAAP financial measures do not reflect and should be viewed independently of our financial performance determined in accordance with GAAP. Key performance indicators and non-GAAP financial measures are not forecasts or indicators of future or expected results and should not have undue reliance placed upon them by investors. Where non-GAAP financial measures are included in this presentation, the most directly comparable GAAP financial measures and a detailed reconciliation between GAAP and non- GAAP financial measures is included in the Appendix to this presentation. Unless otherwise indicated, financial and operating data included in this presentation is as of September 30, 2023. Trademarks. “PAR®,” “Brink POS®,” “Punchh®,” “MENUTM,” “Data Central®,” "PAR® Pay”, “PAR® Payment Services” and other trademarks identifying our products and services appearing in this presentation belong to us. This presentation may also contain trade names and trademarks of other companies. Our use of such other companies’ trade names or trademarks is not intended to imply any endorsement or sponsorship by these companies of us or our products or services. (1) See Appendix A for non-GAAP reconciliation and Key Performance Indicators

partech.com A little about us...

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

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

partech.com Financial Review Third Quarter 2023 Highlights

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

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

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

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

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

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

partech.com Appendix A

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

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

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

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

partech.com Thank You!

XML

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