8-K

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): October 30, 2014

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

(a) The information, including Exhibits attached hereto, in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

(b) On October 30, 2014, PAR Technology Corporation issued a press release announcing its results of operations for the quarterly period ending September 30, 2014. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

99.1 Press Release dated October 30, 2014.

SIGNATURES

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

	PAR TECHNOLOGY CORPORATION
	(Registrant)
Date:  October 30, 2014	/s/Steven M. Malone
	Steven M. Malone
	Vice President, Controller and Chief Accounting Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated October 30, 2014

EX-99.1

Exhibit 99.1

	FOR RELEASE:	New Hartford, NY, October 30, 2014
	CONTACT:	Christopher R. Byrnes (315) 738-0600ext. 6226 cbyrnes@partech.com, www.partech.com

PAR TECHNOLOGY CORPORATION ANNOUNCES

2014 THIRD QUARTER RESULTS FROM OPERATIONS

New Hartford, NY- October 30, 2014 -- PAR Technology Corporation (NYSE: PAR) today announced results from operations for the third quarter ended September 30, 2014.  PAR reported revenue of $56.3 million and net loss of $109,000 or $0.01 loss per share.  This compares to third quarter 2013 revenue of $55.5 million and net income of $440,000, or $0.03 per diluted share.  On a non-GAAP basis, the Company’s third quarter 2014 net income was $284,000 or $0.02 per diluted share, compared to net income of $571,000 or $0.04 per diluted share in 2013.  See the reconciliation tables within this release for further information on the non-GAAP adjustments utilized by the Company.

Commenting on the third quarter, Ronald J. Casciano, PAR’s Chief Executive Officer & President, stated, “We have made progress in the third quarter to improve our financial performance. However there is still more to be done as we continue to evaluate our businesses in order to identify opportunities and implement initiatives to enhance the overall value of PAR.  Our recent acquisition of Brink POS will accelerate PAR’s strategy of diversifying our customer base and significantly enhances our cloud technology offerings to existing and prospective restaurant customers.  We also are seeing additional opportunities to expand our business organically, as there are a number of new contracts in the pipeline that will have a positive impact on our future results.”

Certain Company information in this release or statements made by its spokespersons from time to time may contain forward-looking statements.  Any statements in this document that do not describe historical facts are forward-looking statements.  Forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Investors are cautioned that all forward-looking statements involve risks and uncertainties, including without limitation, delays in new product introduction, risks in technology development and commercialization, risks in product development and market acceptance of and demand for the Company’s products, risks of downturns in economic conditions generally, and in the quick service sector of the restaurant market specifically, risks of intellectual property rights associated with competition and competitive pricing pressures, risks associated with foreign sales and high customer concentration, and other risks detailed in the Company’s filings with the Securities and Exchange Commission.

About PAR Technology Corporation

PAR Technology Corporation's stock is traded on the New York Stock Exchange under the symbol PAR.  PAR’s Hospitality segment has been a leading provider of restaurant and retail technology for more than 30 years.  PAR offers technology solutions for the full spectrum of restaurant operations, from large chain and independent table service restaurants to international quick service chains.  PAR’s Hospitality business also provides hotel management systems with a complete suite of powerful tools for guest management, recreation management, and timeshare/condo management.  In addition, PAR offers the spa industry a leading management application specifically designed to support the unique needs of the resort spa and day spa markets, a rapidly growing hospitality segment.  Products from PAR also can be found in retailers, cinemas, cruise lines, stadiums and food service companies. PAR’s Government Business is a leader in providing computer-based system design, engineering and technical services to the Department of Defense and various federal agencies. Visit www.partech.com for more information.

There will be a conference call at 10:00 a.m. (Eastern) on October 30, 2014, during which the Company’s management will discuss the financial results for the third quarter of 2014.  If you would like to participate in this conference call, please dial 1-866-510-0712 approximately 10 minutes before the scheduled beginning and use the PAR passcode 32973372.  Individual and institutional investors also will have the opportunity to listen to the conference call live over the Internet.  Individual investors can listen by visiting PAR’s website at www.partech.com.  If you are unable to participate in the conference call, an automatic replay will be available until November 7, 2014 via www.partech.com or via telephone by dialing 1-888-286-8010and using the passcode 90468768.

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PAR TECHNOLOGY CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

	September 30,			December 31,
Assets	2014			2013
Current assets:
Cash and cash equivalents	$	10,269		$	10,015
Accounts receivable-net		31,272			30,688
Inventories-net		25,518			24,465
Income tax refund		434			-
Deferred income taxes		5,034			3,747
Other current assets		4,239			3,418
Total current assets		76,766			72,333
Property, plant and equipment - net		6,034			5,494
Deferred income taxes		14,236			15,083
Goodwill		14,157			6,852
Intangible assets - net		23,084			15,071
Other assets		2,893			2,675
Total Assets	$	137,170		$	117,508
Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of long-term debt	$	3,171		$	166
Borrowings under line of credit		5,982			-
Accounts payable		18,797			17,200
Accrued salaries and benefits		6,421			6,663
Accrued expenses		3,926			2,701
Customer deposits		1,173			1,071
Deferred service revenue		14,433			12,170
Income taxes payable		-			185
Total current liabilities		53,903			40,156
Long-term debt		7,183			918
Other long-term liabilities		3,724			3,714
Total liabilities		64,810			44,788
Commitments and contingencies
Shareholders’ Equity:
Preferred stock, $.02 par value, 1,000,000 shares authorized		-			-
Common stock, $.02 par value, 29,000,000 shares authorized; 17,253,183 and 17,301,925 shares issued; 15,545,074 and 15,593,816 outstanding		345			344
Capital in excess of par value		44,633			43,635
Retained earnings		33,499			35,116
Accumulated other comprehensive loss		(281	)		(539	)
Treasury stock, at cost, 1,708,109 shares		(5,836	)		(5,836	)
Total shareholders’ equity		72,360			72,720
Total Liabilities and Shareholders’ Equity	$	137,170		$	117,508

PAR TECHNOLOGY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

 (in thousands, except per share amounts)

	For the three months ended September 30,			For the three months ended September 30,			For the nine months ended September 30,			For the nine months ended September 30,
	2014			2013			2014			2013
Net revenues:
Product	$	22,018		$	22,673		$	63,563		$	68,846
Service		14,141			14,697			43,311			46,031
Contract		20,132			18,168			63,360			66,851
		56,291			55,538			170,234			181,728
Costs of sales:
Product		14,160			15,492			42,878			46,806
Service		10,088			11,042			30,472			33,498
Contract		18,791			16,649			59,358			62,440
		43,039			43,183			132,708			142,744
Gross margin		13,252			12,355			37,526			38,984
Operating expenses:
Selling, general and administrative		9,379			8,616			28,155			28,315
Research and development		4,017			3,730			11,642			11,576
Amortization of identifiable intangible assets		31			-			31			-
		13,427			12,346			39,828			39,891
Operating income (loss) from continuing operations		(175	)		9			(2,302	)		(907	)
Other income (expense) net		(20	)		152			308			373
Interest expense		(21	)		(16	)		(63	)		(42	)
Income (loss) from continuing operations before benefit for income taxes		(216	)		145			(2,057	)		(576	)
Benefit for income taxes		107			300			440			900
Income (loss) from continuing operations		(109	)		445			(1,617	)		324
Discontinued operations
Loss on discontinued operations (net of tax)		-			(5	)		-			(211	)
Net Income (loss)	$	(109	)	$	440		$	(1,617	)	$	113
Basic Earnings per Share:
Income (loss) from continuing operations	$	(0.01	)	$	0.03		$	(0.10	)	$	0.02
Loss from discontinued operations		-			(0.00	)		-			(0.01	)
Net income (loss)	$	(0.01	)	$	0.03		$	(0.10	)	$	0.01
Diluted Earnings per Share:
Income (loss) from continuing operations	$	(0.01	)	$	0.03		$	(0.10	)	$	0.02
Loss from discontinued operations		-			(0.00	)		-			(0.01	)
Net income (loss)	$	(0.01	)	$	0.03		$	(0.10	)	$	0.01
Weighted average shares outstanding
Basic		15,577			15,405			15,498			15,228
Diluted		15,577			15,446			15,498			15,253

PAR Technology CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL RESULTS

(in thousands, except per scare data)

	For the three months ended September 30, 2014									For the three months ended September 30, 2013
	Reported basis (GAAP)			Adjustments			Comparable basis (Non- GAAP)			Reported basis (GAAP)			Adjustments			Comparable basis (Non- GAAP)
Net revenues	$	56,291			-		$	56,291		$	55,538			-		$	55,538
Costs of sales		43,039			-			43,039			43,183			-			43,183
Gross Margin		13,252			-			13,252			12,355			-			12,355
Operating Expenses
Selling, general and administrative		9,379			549			8,830			8,616			212			8,404
Research and development		4,017			-			4,017			3,730			-			3,730
Amortization of identifiable intangible assets		31			31			-			-			-
Total operating expenses		13,427			580			12,847			12,346			212			12,134
Operating incoming (loss) from continuing operations		(175	)		580			405			9			212			221
Other expense, net		(20	)		-			(20	)		152			-			152
Interest expense		(21	)		-			(21	)		(16	)		-			(16	)
Income (loss) from continuing operations before (provision) for income taxes		(216	)		580			364			145			212			357
(Provision) benefit for income taxes		107			(187	)		(80	)		300			(81	)		219
Income (loss) from continuing operations	$	(109	)	$	393		$	284		$	445		$	131		$	576
Loss from discontinued operations, (net of tax)	$	-					$	-		$	(5	)				$	(5	)
Net income (loss)	$	(109	)				$	284		$	440					$	571
Income (loss) per diluted share from continuing operations	$	(0.01	)				$	0.02		$	0.03					$	0.04
Loss per diluted share from discontinuing operations	$	-					$	-		$	(0.00	)				$	(0.00	)
Income (loss) per diluted share	$	(0.01	)				$	0.02		$	0.03					$	0.04

The Company reports its financial results in accordance with GAAP, which refers to financial information presented in accordance with generally accepted accounting principles in the United States.  However, non-GAAP adjusted financial measures, as defined in the reconciliation table above, are provided herein because management uses such measures in evaluating the results of the continuing operations of the Company and believes this information provides investors better insight into underlying business trends and performance.  Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company's reported results prepared in accordance with GAAP.

The adjustments for the three months ended September 30, primarily relates to the Company’s stock compensation expense and other severance related charges included within the Company’s operating expenses.  During the third quarter of 2014, the Company recorded severance and other related charges of $395,000 and equity based compensation charges of $185,000 as compared to $212,000 of equity based compensation recorded during the third quarter of 2013.

PAR TECHNOLOGY CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL RESULTS

(in thousands, except per share data)

	For the nine months ended September 30, 2014									For the nine months ended September 30, 2013
	Reported basis (GAAP)			Adjustments			Comparable basis (Non- GAAP)			Reported basis (GAAP)			Adjustments			Comparable basis (Non- GAAP)
Net revenues	$	170,234			-		$	170,234		$	181,728			-		$	181,728
Costs of sales		132,708			-			132,708			142,744			-			142,744
Gross Margin		37,526			-			37,526			38,984			-			38,984
Operating Expenses
Selling, general and administrative		28,155			1,351			26,804			28,315			1,034			27,281
Research and development		11,642			-			11,642			11,576			106			11,470
Amortization of identifiable intangible assets		31			31			-			-			-			-
Total operating expenses		39,828			1,382			38,446			39,891			1,140			38,751
Operating (income) loss from continuing operations		(2,302	)		1,382			(920	)		(907	)		1,140			233
Other income, net		308			-			308			373			-			373
Interest expense		(63	)		-			(63	)		(42	)		-			(42	)
Income (loss) from continuing operations before (provision) benefit for income taxes		(2,057	)		1,382			(675	)		(576	)		1,140			564
(Provision) benefit for income taxes		440			(459	)		(19	)		900			(433	)		467
Income (loss) from continuing operations	$	(1,617	)	$	923		$	(694	)	$	324		$	707		$	1,031
Loss from discontinued operations, (net of tax)	$	-					$	-		$	(211	)				$	(211	)
Net Income (loss)	$	(1,617	)				$	(694	)	$	113					$	820
Income (loss) per diluted share from continuing operations	$	(0.10	)				$	(0.04	)	$	0.02					$	0.07
Loss per diluted share from discontinuing operations	$	-					$	-		$	(0.01	)				$	(0.01	)
Income (loss) per diluted share	$	(0.10	)				$	(0.04	)	$	0.01					$	0.05

During the nine months ended September 30, 2014, the Company recorded total charges of $1,382,000, which included $987,000 of equity based compensation expense.  The other $395,000 expense related to severance and acquisition related charges.  During the first nine months of 2013, the Company recorded total charges of $1,140,000, which included a benefit of $69,000 related to equity compensation expense.  The other charges of $1,209,000 were composed of $938,000 for separation related charges and legal costs of $271,000 associated with an intellectual property matter that was settled during 2013.  The aforementioned charges, along with an associated adjustment to the Company’s provision for income taxes have been excluded in the Company’s non-GAAP measures because they are considered non-recurring in nature and are quantitatively and qualitatively different from the Company’s core operations during any particular period.