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): March 24, 2016

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))

Item 1.01 Entry into a material definitive agreement.

Item 2.03 Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

Effective March 24, 2016, the Company amended its existing credit facilities with JPMorgan Chase Bank, N.A.  As amended the credit facility continues to provide for up to $25,000,000 of a line of credit, with borrowing availability based on a percentage of value of various assets of the Company and its domestic subsidiaries.  The amendment adds a covenant for the engagement of an independent consultant for a review of the Company’s internal controls relating to financial reporting and authorization procedures for financial transactions, the delivery of a report on the findings, implementation of any required remedial actions, and the delivery of periodic updates upon request of the bank.  The facility continues to bear interest at the applicable bank rate or, at the Company's option, at the LIBOR rate plus the applicable interest rate spread and continues to contain other traditional asset based loan covenants and provisions including provisions for acceleration upon occurrence of customary events of default.

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 March 30, 2016, PAR Technology Corporation issued a press release announcing its results of operations for the quarterly period ending December 31, 2015. 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

(d) Exhibits.

99.1 PAR Technology Corporation Press Release dated March 30, 2016.

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:  March 30, 2016	/s/Matthew J. Trinkaus
	Matthew J. Trinkaus
	Chief Accounting Officer & Corporate Controller

EX-99.1

Exhibit 99.1

	FOR RELEASE:	NEW HARTFORD, NY, March 30, 2016
	CONTACT:	Christopher R. Byrnes (315) 738-0600ext. 6226 cbyrnes@partech.com,  www.partech.com

PAR TECHNOLOGY CORPORATION ANNOUNCES

2015 FOURTH QUARTER AND YEAR END RESULTS FROM CONTINUING OPERATIONS

· Full Year 2015 Revenues of $229.0 million increase 5.1% over 2014

· Fourth Quarter Revenues of $56.8 million declined 4.2% year-over-year

· Fourth Quarter GAAP Earnings Per Share Reported at $0.08, compared to a loss of ($0.07) per share reported in Fourth Quarter 2014

New Hartford, NY- March 30, 2016 -- PAR Technology Corporation (NYSE: PAR) a leading provider of restaurant/retail management systems and Government contract services today announced results for the fourth quarter and year ended December 31, 2015.

Summary of Fiscal 2015 Fourth Quarter and Year End Financial Results From Continuing Operations

· Revenue decreased 4.2% to $56.8 million, compared to $59.3 million in the fourth quarter of 2014 due to reductions in task orders surrounding the Eagle Intel-X contract quarter over quarter

· GAAP net income from continuing operations in the fourth quarter of fiscal 2015 was $1.3 million, or $0.08 per diluted share, compared to net loss from continuing operations of ($1.0 million), or ($0.07) loss per share for the same period in 2014

· Adjusted (non-GAAP) net income from continuing operations was $2.0 million, or $0.13 per diluted share, compared to adjusted (non-GAAP) net income from continuing operations of $1.8 million, or $0.11 per share, in the same period last year

· Fiscal year 2015 revenues increased 5.1% to $229.0 million compared to $217.8 million reported in 2014

· GAAP net income from continuing operations of $4.0 million or $0.26 per diluted share for fiscal 2015, compared to net income of $71,000 or $0.00 per diluted share reported for fiscal 2014

· Adjusted (non-GAAP) net income from continuing operations was $6.1 million and $0.39 per diluted share compared to adjusted (non-GAAP) net income from continuing operations of $3.8 million or $0.24 per diluted share for 2014

A reconciliation and description of non-GAAP financial measures to their comparable GAAP financial measures are included in the tables following this news release.

“I am pleased to report improved fourth quarter and year end results.  Our restaurant technology business continues to see renewed strength from our Tier 1 customers, evidenced by the 6.6% product revenue growth in the fourth quarter when compared to the same period 2014.  We are seeing positive momentum with our cloud solutions, Brink POS® and SureCheck® within restaurants and retail/grocery enterprises and are encouraged by the growth in software and software related revenues in the quarter and for the year,” commented Karen E. Sammon, PAR’s President & CEO.  “PAR Government exceeded our internal plan for profit in the quarter while reporting lower revenues due to the higher than normal amount of task orders received in the fourth quarter 2014 that were not duplicated this year.  Our Government business ended the year with several new contract awards in the quarter and an improved backlog that provides a solid base for our 2016 plan.”

Sammon continued, “2015 was an important and transformational year for our Company.  Over the last twelve months we broadened our efficiencies as a company, continued to innovate with new technical solutions, strengthened our competitive position, divested an underperforming business unit and delivered improved results to our stakeholders.  As our Company’s new CEO, I am pleased with the operational, strategic and financial progress made by PAR throughout last year and remain keenly focused on enhancing shareholder value.”

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 35 years and offers technology solutions for the full spectrum of restaurant operations, from large global quick service chains and table service restaurants to fast casual and independent operators.  PAR’s products 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 mission services to the Department of Defense and various federal agencies.  Visit www.partech.com for more information.

###

There will be a conference call at 4:45 p.m. eastern time on March 30, 2016, during which the Company’s management will discuss the financial results for the fourth quarter of 2015.  If you would like to participate in this conference please call (866) 868-9502approximately 10 minutes before the call is scheduled to begin, no passcode is necessary to access the call.  Individual & Institutional Investors will have the opportunity to listen to the conference call/event over the Internet.  Individual Investors can listen to the call by visiting PAR’s website at www.partech.com.  In case you are unable to participate in the conference call, an automatic replay will be available on PAR’s website until April 6, 2016 or dial (855) 859-2056 and using conference ID 77961340 until April 6, 2016 as well.

PAR TECHNOLOGY CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

(Unaudited)

	December 31,
Assets	2015			2014
Current assets:
Cash and cash equivalents	$	8,024		$	9,867
Accounts receivable-net		29,530			29,674
Inventories-net		21,499			25,928
Deferred income taxes		6,741			4,512
Other current assets		3,808			4,018
Assets of discontinued operations		-			22,119
Total current assets		69,602			96,118
Property, plant and equipment - net		5,716			5,148
Note receivable		3,320			-
Deferred income taxes		11,038			11,357
Goodwill		11,051			11,051
Intangible assets - net		10,898			10,580
Other assets		3,687			3,043
Total Assets	$	115,312		$	137,297
Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of long-term debt	$	2,103		$	3,173
Borrowings under line of credit		-			5,000
Accounts payable		11,729			19,258
Accrued salaries and benefits		5,727			5,726
Accrued expenses		6,705			6,492
Customer deposits and deferred revenue		10,819			11,630
Income taxes payable		279			475
Liabilities of discontinued operations		441			4,617
Total current liabilities		37,803			56,371
Long-term debt		566			2,566
Other long-term liabilities		8,883			8,847
Total liabilities		47,252			67,784
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; 17,352,198 and 17,274,708 shares issued, 15,644,729 and 15,566,599 outstanding at December 31, 2015 and 2014, respectively		347			346
Capital in excess of par value		45,753			44,854
Retained earnings		30,574			31,465
Accumulated other comprehensive loss		(2,778	)		(1,316	)
Treasury stock, at cost, 1,708,109 shares		(5,836	)		(5,836	)
Total shareholders’ equity		68,060			69,513
Total Liabilities and Shareholders’ Equity	$	115,312		$	137,297

PAR TECHNOLOGY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

 (in thousands, except per share amounts)

(Unaudited)

	For the three months ended December 31,						For the year ended December 31,
	2015			2014			2015			2014
Net revenues:
Product	$	24,316		$	22,803		$	94,397		$	84,484
Service		12,067			12,151			46,754			45,690
Contract		20,414			24,329			87,852			87,689
		56,797			59,283			229,003			217,863
Costs of sales:
Product		18,057			16,327			68,192			58,889
Service		7,898			9,151			32,824			35,011
Contract		18,790			22,989			81,848			82,347
		44,745			48,467			182,864			176,247
Gross margin		12,052			10,816			46,139			41,616
Operating expenses:
Selling, general and administrative		7,287			6,478			28,276			28,974
Research and development		2,407			2,598			10,247			8,947
Acquisition amortization		241			248			987			279
		9,935			9,324			39,510			38,200
Operating income from continuing operations		2,117			1,492			6,629			3,416
Other (expense) income, net		(742	)		260			(800	)		485
Interest expense		(56	)		(73	)		(308	)		(136	)
Income from continuing operations before provision for income taxes		1,319			1,679			5,521			3,765
Provision for income taxes		(30	)		(2,720	)		(1,500	)		(3,694	)
Income (Loss) from continuing operations		1,289			(1,041	)		4,021			71
Discontinued operations
Loss on discontinued operations (net of tax)		(407	)		(993	)		(4,912	)		(3,722	)
Net Income (Loss)	$	882		$	(2,034	)	$	(891	)	$	(3,651	)
Basic Earnings per Share:
Income (Loss) from continuing operations		0.08			(0.07	)		0.26			0.00
Loss from discontinued operations		(0.03	)		(0.06	)		(0.32	)		(0.24	)
Net Income (Loss)	$	0.06		$	(0.13	)	$	(0.06	)	$	(0.24	)
Diluted Earnings per Share:
Income (Loss) from continuing operations		0.08			(0.07	)		0.26			0.00
Loss from discontinued operations		(0.03	)		(0.06	)		(0.32	)		(0.24	)
Net Income (Loss)	$	0.06		$	(0.13	)	$	(0.06	)	$	(0.24	)
Weighted average shares outstanding
Basic		15,616			15,570			15,562			15,501
Diluted		15,732			15,570			15,666			15,582

PAR TECHNOLOGY CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL RESULTS

(in thousands, except per share data)

(Unaudited)

	For the three months ended December 31, 2015									For the three months ended December 31, 2014
	Reported basis (GAAP)			Adjustments			Comparable basis (Non-GAAP)			Reported basis (GAAP)			Adjustments		Comparable basis (Non-GAAP)
Net revenues	$	56,797			-			56,797		$	59,283			-		59,283
Costs of sales		44,745			-			44,745			48,467			-		48,467
Gross Margin		12,052			-			12,052			10,816			-		10,816
Operating Expenses
Selling, general and administrative		7,287			-			7,287			6,478			593		5,885
Research and development		2,407						2,407			2,598			-		2,598
Acquisition amortization		241			241			-			248			248		-
Total operating expenses		9,935			241			9,694			9,324			841		8,483
Operating income from continuing operations		2,117			241			2,358			1,492			841		2,333
Other (expense) income, net		(742	)		776			34			260			-		260
Interest expense		(56	)		26			(30	)		(73	)		-		(73	)
Income from continuing operations before provision for income taxes		1,319			1,043			2,362			1,679			841		2,520
Provision for income taxes		(30	)		(291	)		(321	)		(2,720	)		1,969		(751	)
Income (Loss) from continuing operations	$	1,289		$	752		$	2,041		$	(1,041	)	$	2,810	$	1,769
Loss from discontinued operations, (net of tax)	$	(406	)				$	(406	)	$	(993	)			$	(993	)
Net Income (Loss)	$	883					$	1,635		$	(2,034	)			$	776
Income (Loss) per diluted share from continuing operations	$	0.08					$	0.13		$	(0.07	)			$	0.11
Loss per share from discontinuing operations	$	(0.03	)				$	(0.03	)	$	(0.06	)			$	(0.06	)
Income (Loss) per diluted share	$	0.06					$	0.10		$	(0.13	)			$	0.05

The Company reports its financial results in accordance with GAAP, which refers 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 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.

During the fourth quarter of 2015, the Company recognized amortization of acquired intangible assets of $241,000 and accreted interest of $26,000 related to the acquisition of Brink.  Additionally, the Company recorded a write-off of $776,000 which represents the write-off of unauthorized transfer of Company funds that were made in contravention of the Company’s policies and procedures. The unauthorized transfers occurred during the period between September 25, 2015 and November 6, 2015.   As of December 31, 2015, the Company is uncertain of the collectability relating to these funds and as a result, reduced its fair value to zero.

The adjustments for the three months ended December 31, 2014 primarily relate to the Company’s stock compensation expense and other severance related charges included within the Company’s operating expenses.  During the fourth quarter of 2014, the Company recorded severance and other related charges of $324,000, acquisition related costs of $71,000, amortization of acquired intangible assets of $248,000 and equity based compensation charges of $198,000.  In addition, the Company recorded income tax expense of $1,969,000 primarily associated with the repatriation of earnings from a foreign, wholly owned subsidiary.    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.

PAR TECHNOLOGY CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL RESULTS

(in thousands, except per share data)

(Unaudited)

	For the year ended December 31, 2015									For the year ended December 31, 2014
	Reported basis (GAAP)			Adjustments			Comparable basis (Non-GAAP)			Reported basis (GAAP)			Adjustments		Comparable basis (Non-GAAP)
Net revenues	$	229,003			-		$	229,003		$	217,863			-	$	217,863
Costs of sales		182,864			151			182,713			176,247			-		176,247
Gross Margin		46,139			151			46,290			41,616			-		41,616
Operating Expenses
Selling, general and administrative		28,276			1,120			27,156			28,974			1,945		27,029
Research and development		10,247			13			10,234			8,947					8,947
Acquisition amortization		987			987			-			279			279		-
Total operating expenses		39,510			2,120			37,390			38,200			2,224		35,976
Operating income from continuing operations		6,629			2,271			8,900			3,416			2,224		5,640
Other (expense) income, net		(800	)		776			(24	)		485			-		485
Interest expense		(308	)		103			(205	)		(136	)		-		(136	)
Income from continuing operations before provision for income taxes		5,521			3,150			8,671			3,765			2,224		5,989
Provision for income taxes		(1,500	)		(1,071	)		(2,571	)		(3,694	)		1,510		(2,184	)
Income from continuing operations	$	4,021		$	2,079		$	6,100		$	71		$	3,734	$	3,805
Loss from discontinued operations, (net of tax)	$	(4,912	)				$	(4,912	)	$	(3,722	)			$	(3,722	)
Net (Loss) Income	$	(891	)				$	1,188		$	(3,651	)			$	83
Income per diluted share from continuing operations	$	0.26					$	0.39		$	0.00				$	0.24
Loss per share from discontinuing operations	$	(0.32	)				$	(0.32	)	$	(0.24	)			$	(0.24	)
(Loss) Income per diluted share	$	(0.06	)				$	0.08		$	(0.24	)			$	0.01

During the year ended December 31, 2015, the Company recorded severance and other related charges of $797,000, of which $151,000 is included in cost of sales, $13,000 is included in research and development and $633,000 is included in selling, general and administrative.  Also included within selling, general and administrative is equity based compensation charges of $487,000.  Lastly, related to the acquisition of Brink, the Company recognized amortization of acquired intangible assets of $987,000 and accreted interest of $103,000.

Additionally, the Company recorded a write-off of $776,000 which represents the write-off of unauthorized transfer of Company funds that were made in contravention of the Company’s policies and procedures. The unauthorized transfers occurred during the period between September 25, 2015 and November 6, 2015.   As of December 31, 2015, the Company is uncertain of the collectability relating to these funds and as a result, reduced its fair value to zero.

For the year ended December 31, 2014, the Company recorded total charges of $2,224,000, which included $1,185,000 of equity based compensation expense.  The remaining $1,039,000 expense related to severance charges of $597,000, acquisition related expenses of $163,000 and amortization of acquired intangible assets of $279,000.  In addition, the Company recorded income tax expense of $1,510,000 primarily associated with the repatriation of earnings from a foreign, wholly owned subsidiary.  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.