false000070882100007088212024-11-082024-11-08

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 8, 2024
New PAR Logo.jpg
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 classTrading SymbolName of each exchange on which registered
Common StockPARNew 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 8, 2024, PAR Technology Corporation (“Company”) issued a press release to report its financial results for the quarter ended September 30, 2024. 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 9:00 a.m. (Eastern) on November 8, 2024, during which management will discuss the Company's financial results for the third quarter ended September 30, 2024. The earnings conference call will be webcast live. To access the webcast, please visit the PAR Technology Investor Relations website at www.partech.com/investor-relations/. A recording of the webcast will be available on this site after the event.

The Company's quarterly earnings presentation containing additional information for the quarter ended September 30, 2024 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
99.2
104Cover Page Interactive Data File (embedded within the Inline XBRL document)







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 8, 2024
/s/ Bryan A. Menar
Bryan A. Menar
Chief Financial Officer
(Principal Financial Officer)


Exhibit 99.1
newparlogoa.jpg            
FOR RELEASE:
CONTACT:
 New Hartford, NY, November 8, 2024
Christopher R. Byrnes (315) 743-8376
cbyrnes@partech.com, www.partech.com

PAR TECHNOLOGY CORPORATION ANNOUNCES THIRD QUARTER 2024 RESULTS

•Annual Recurring Revenue (ARR)(1) grew to $248.1 million - total growth of 93.3% inclusive of organic growth of 24.8% from $128.3 million reported in Q3 '23

•Quarterly subscription service revenues increased 91.0% year-over-year from Q3 '23

•PAR completed the sale of Rome Research Corporation, completing the divestiture of PAR's Government segment

•PAR completed the acquisition of TASK Group Holdings Limited (“TASK Group”), an Australia-based global foodservice transaction platform

New Hartford, NY - November 8, 2024 -- PAR Technology Corporation (NYSE: PAR) (“PAR Technology” or the “Company”) today announced its financial results for the third quarter ended September 30, 2024.

Savneet Singh, PAR Technology CEO commented, “We delivered another strong quarter in Q3, driven by increased demand for our enterprise foodservice software. Our organic ARR grew by approximately 25% and total ARR grew by 93% in the quarter from Q3 ‘23. Our performance in the quarter demonstrates the continued execution of our strategic plan as we consistently demonstrate our ability to deliver best-in-class products, while at the same time proving our better together outcomes. Equally important we delivered our first quarter of positive adjusted EBITDA since current management took over the business. This reinforces our belief that we will be able to demonstrate incredibly strong unit economics, leveraging the platform we’ve built up over the past few years.”

Q3 2024 Financial Highlights(2)
(in millions, except % and per share amounts)GAAP
Non-GAAP(1)
Q3 2024Q3 2023vs. Q3 2023Q3 2024Q3 2023vs. Q3 2023
Revenue$96.8$68.7
better 40.8%
Net Loss from Continuing Operations/Adjusted EBITDA$(20.7)$(19.2)
worse $1.4 million
$2.4$(6.6)
better $9.0 million
Diluted Net Loss Per Share from Continuing Operations$(0.58)$(0.70)
better $0.12
$(0.09)$(0.35)
better $0.26
Subscription Service Gross Margin Percentage55.3%50.6%
better 4.7%
66.8%69.4%
worse 2.6%

Year-to-Date 2024 Financial Highlights(2)
(in millions, except % and per share amounts)GAAP
Non-GAAP(1)
Q3 2024Q3 2023vs. Q3 2023Q3 2024Q3 2023vs. Q3 2023
Revenue$245.0$206.8
better 18.5%
Net Loss from Continuing Operations/Adjusted EBITDA$(64.6)$(60.1)
worse $4.5 million
$(12.1)$(31.0)
better $18.9 million
Diluted Net Loss Per Share from Continuing Operations$(1.90)$(2.19)
better $0.29
$(0.74)$(1.53)
better $0.79
Subscription Service Gross Margin Percentage53.6%48.0%
better 5.6%
66.4%67.0%
worse 0.6%

(1) See “Key Performance Indicators and Non-GAAP Financial Measures” for reconciliations and descriptions of non-GAAP financial measures to corresponding GAAP financial measures. Amounts presented in the reconciliations and other tables presented herein may not sum due to rounding.
1

(2) Results exclude historical results from our Government segment which are reported as discontinued operations.

The Company's key performance indicators ARR and Active Sites(1) are presented as two subscription service product lines:

•Engagement Cloud consisting of Punchh, PAR Retail (formerly Stuzo), PAR Ordering (formerly MENU), and Plexure product offerings.
•Operator Cloud consisting of PAR POS (formerly Brink POS), PAR Payment Services, PAR Pay, Data Central, and TASK product offerings.

Highlights of Engagement Cloud - Third Quarter 2024(1):
•ARR at end of Q3 '24 totaled $154.7 million
•Active Sites as of September 30, 2024 totaled 117.8 thousand

Highlights of Operator Cloud - Third Quarter 2024(1):
•ARR at end of Q3 '24 totaled $93.4 million
•Active Sites as of September 30, 2024 totaled 32.7 thousand

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

Earnings Conference Call.

There will be a conference call at 9:00 a.m. (Eastern) on November 8, 2024, during which management will discuss the Company's financial results for the third quarter ended September 30, 2024. The earnings conference call will be webcast live. To access the webcast, please visit the PAR Technology Investor Relations website at www.partech.com/investor-relations/. A recording of the webcast will be available on this site after the event.

About PAR Technology Corporation.

For over four decades, PAR Technology Corporation (NYSE: PAR) has been a leader in restaurant technology, empowering brands worldwide to create lasting connections with their guests. Our innovative solutions and commitment to excellence provide comprehensive software and hardware that enable seamless experiences and drive growth for over 120,000 foodservice locations in more than 110 countries. Embracing our "Better Together" ethos, we offer unified customer experience solutions, combining point-of-sale, digital ordering, loyalty 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, X (formerly Twitter), Facebook, and Instagram. The Company's Environmental, Social, and Governance report can be found at https://www.partech.com/company/ESG.

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, 2024.




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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 and related software support, managed platform development services, and transaction-based payment processing services. We generally 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 reporting period.

Trademarks.

“PAR®,” “PAR POS®” (formerly “Brink POS®”), “Punchh®,” “PAR OrderingTM” (formerly “MENUTM”), “Data Central®,” "Open Commerce®,” "PAR® Pay”, “PAR® Payment Services”, "StuzoTM," "PAR RetailTM," and other trademarks appearing in this press release belong to us.

Forward-Looking Statements.

This press release contains forward-looking statements made pursuant to the safe harbor provisions 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, the accuracy of such statements is necessarily subject to risks, uncertainties and assumptions as to future events that may not prove to be accurate. These statements include, but are not limited to, express or implied forward-looking statements relating to the plans, strategies and objectives of management relating to PAR's growth, results of operations, and financial performance, including service and product offerings, the development, demand, market share, and competitive performance of our products and services, continued growth of our business, our ability to achieve and sustain profitability, acceleration or improvement of financial results, annual recurring revenue (ARR) growth, active sites, capital investment and re-investment, and anticipated benefits of acquisitions, divestitures, and capital markets transactions. These statements are neither promises nor guarantees but are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements.

Factors, risks, trends and uncertainties that could cause actual results to differ materially from those expressed or implied include our ability to successfully develop or acquire and transition new products and services and enhance existing products and services to meet evolving customer needs and respond to emerging technological trends, including artificial intelligence (AI); our ability to successfully integrate acquisitions into our operations, and realize the anticipated benefits, including the acquisitions of Stuzo Holdings, LLC and TASK Group; macroeconomic trends, such as a recession or slowed economic growth, fluctuating interest rates, inflation, and changes in consumer confidence and discretionary spending; our ability to successfully expand our business or products into new markets or industries; geopolitical events, such as the effects of the Russia-Ukraine war, tensions with China and between China and Taiwan, hostilities in the Middle East, including the Israel conflict(s); and uncertainty relating to the U.S. presidential transition and the Trump administration's policies and regulations, including potential changes to trade agreements and tariffs; and the other factors discussed in our most recent Annual Report on Form 10-K 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.


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3

PAR TECHNOLOGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share amounts)

AssetsSeptember 30, 2024December 31, 2023
Current assets:
Cash and cash equivalents$105,804 $37,183 
Cash held on behalf of customers15,266 10,170 
Short-term investments12,578 37,194 
Accounts receivable – net60,298 42,679 
Inventories23,915 23,560 
Other current assets14,743 8,123 
Current assets of discontinued operations— 21,690 
Total current assets232,604 180,599 
Property, plant and equipment – net14,865 15,524 
Goodwill803,084 488,918 
Intangible assets – net226,051 93,969 
Lease right-of-use assets7,651 3,169 
Other assets15,019 17,642 
Noncurrent assets of discontinued operations— 2,785 
Total Assets$1,299,274 $802,606 
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable$35,186 $25,599 
Accrued salaries and benefits17,959 14,128 
Accrued expenses8,309 3,533 
Customers payable15,266 10,170 
Lease liabilities – current portion2,178 1,120 
Customer deposits and deferred service revenue30,444 9,304 
Current liabilities of discontinued operations— 16,378 
Total current liabilities109,342 80,232 
Lease liabilities – net of current portion5,559 2,145 
Long-term debt466,735 377,647 
Deferred service revenue – noncurrent1,733 4,204 
Other long-term liabilities23,198 3,603 
Noncurrent liabilities of discontinued operations— 1,710 
Total liabilities606,567 469,541 
Shareholders’ equity:
Preferred stock, $0.02 par value, 1,000,000 shares authorized, none outstanding— — 
Common stock, $0.02 par value, 116,000,000 shares authorized, 37,773,764 and 29,386,234 shares issued, 36,303,459 and 28,029,915 outstanding at September 30, 2024 and December 31, 2023, respectively
749 584 
Additional paid in capital972,811 625,154 
Accumulated deficit(258,886)(274,956)
Accumulated other comprehensive loss(118)(939)
Treasury stock, at cost, 1,470,305 shares and 1,356,319 shares at September 30, 2024 and December 31, 2023, respectively(21,849)(16,778)
Total shareholders’ equity692,707 333,065 
Total Liabilities and Shareholders’ Equity$1,299,274 $802,606 

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, 2024 (the “Quarterly Report”).
4

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,
2024202320242023
Revenues, net:
Subscription service$59,909 $31,363 $143,160 $89,700 
Hardware22,650 25,824 60,992 78,991 
Professional service14,195 11,514 40,825 38,123 
Total revenues, net96,754 68,701 244,977 206,814 
Cost of sales:
Subscription service26,789 15,497 66,424 46,655 
Hardware16,878 19,295 46,587 63,002 
Professional service10,056 8,775 30,849 31,925 
Total cost of sales53,723 43,567 143,860 141,582 
Gross margin43,031 25,134 101,117 65,232 
Operating expenses:
Sales and marketing10,500 9,532 31,237 29,005 
General and administrative27,352 17,525 77,896 52,926 
Research and development17,821 14,660 49,826 43,863 
Amortization of identifiable intangible assets2,699 464 5,577 1,393 
Adjustment to contingent consideration liability— — (600)(7,500)
Gain on insurance proceeds(147)— (147)(500)
Total operating expenses58,225 42,181 163,789 119,187 
Operating loss(15,194)(17,047)(62,672)(53,955)
Other expense, net(1,400)(262)(1,710)(116)
Interest expense, net(3,417)(1,750)(6,755)(5,152)
Loss from continuing operations before (provision for) benefit from income taxes(20,011)(19,059)(71,137)(59,223)
(Provision for) benefit from income taxes(653)(175)6,520 (873)
Net loss from continuing operations(20,664)(19,234)(64,617)(60,096)
Net income from discontinued operations832 3,718 80,687 8,973 
Net income (loss)$(19,832)$(15,516)$16,070 $(51,123)
Net income (loss) per share (basic and diluted):
Continuing operations$(0.58)$(0.70)$(1.90)$(2.19)
Discontinued operations0.02 0.14 2.38 0.33 
Total$(0.56)$(0.56)$0.48 $(1.86)
Weighted average shares outstanding (basic and diluted)35,865 27,472 33,931 27,412 
See notes to unaudited interim condensed consolidated financial statements included in the Quarterly Report.





5

PAR TECHNOLOGY CORPORATION
SUPPLEMENTAL INFORMATION
(unaudited)

Non-GAAP Financial Measures

In addition to disclosing financial results in accordance with GAAP, this press release contains references to the non-GAAP financial measures below. We believe these non-GAAP financial measures provide investors with useful supplemental information about our operating performance, enable comparison of financial trends and results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business and measuring our performance. The income tax effect of the below adjustments, with the exception of non-recurring income taxes, were not tax-effected due to the valuation allowance on all of our net deferred tax assets.

Our non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations from these results should be carefully evaluated. Additionally, these measures may not be comparable to similarly titled measures disclosed by other companies.

Non-GAAP subscription service gross margin percentage is adjusted to exclude amortization from acquired and internally developed software, stock-based compensation, and severance costs included within subscription service cost of sales.

Non-GAAP Measure or AdjustmentDefinitionUsefulness to management and investors
Non-GAAP subscription service gross margin percentage
Represents subscription service gross margin percentage adjusted to exclude amortization from acquired and internally developed software, stock-based compensation, and severance.
We believe that non-GAAP subscription service gross margin percentage and adjusted EBITDA provide useful perspectives with respect to the Company's core operating performance and ongoing cash earnings by adjusting for certain non-cash and non-recurring charges that may not be indicative of our financial performance.
Adjusted EBITDA
Represents net income (loss) before income taxes, interest expense and depreciation and amortization adjusted to exclude certain non-cash and non-recurring charges that may not be indicative of our financial performance.
Non-GAAP diluted net loss per share
Represents net loss per share excluding amortization of acquired intangible assets and certain non-cash and non-recurring charges that may not be indicative of our financial performance.
We believe that adjusting our non-GAAP diluted net loss per share to remove non-cash and non-recurring charges provides a useful perspective with respect to the Company's operating performance as well as comparisons to past and competitor operating results.
Stock-based compensationConsists of charges related to our employee equity incentive plans.We exclude stock-based compensation because management does not view these non-cash charges as part of our core operating performance. This adjustment facilitates a useful evaluation of our current operating performance as well as comparisons to past and competitor operating results.
6

Non-GAAP Measure or AdjustmentDefinitionUsefulness to management and investors
Contingent considerationAdjustment reflects a non-cash reduction to the fair market value of the contingent consideration liability related to our acquisition of MENU Technologies AG.We exclude changes to the fair market value of our contingent consideration liability because management does not view these non-cash, non-recurring charges as part of our core operating performance. This adjustment facilitates a useful evaluation of our current operating performance as well as comparisons to past and competitor operating results.
Transaction costsAdjustment reflects non-recurring professional fees incurred in transaction due diligence, including costs incurred in the acquisitions of Stuzo Blocker, Inc., Stuzo Holdings, LLC and their subsidiaries (the "Stuzo Acquisition") and TASK Group.We exclude professional fees incurred in corporate development because management does not view these non-recurring charges, which are inconsistent in size and are significantly impacted by the timing and valuation of our transactions, as part of our core operating performance. This adjustment facilitates a useful evaluation of our current operating performance, comparisons to past and competitor operating results, and additional means to evaluate expense trends.
Gain on insurance proceedsAdjustment reflects the gain on insurance proceeds due to the settlement of a legacy claim.We exclude these non-recurring adjustments because management does not view these costs as part of our core operating performance. These adjustments facilitate a useful evaluation of our current operating performance as well as comparisons to past and competitor operating results.
SeveranceAdjustment reflects severance tied to non-recurring restructuring events included in cost of sales, sales and marketing expense, general and administrative expense, and research and development expense.
Discontinued operationsAdjustment reflects income from discontinued operations related to the disposition of our Government segment.
Impairment lossAdjustment reflects impairment loss included in general and administrative expense related to the discontinuance of the Brink POS trade name.
Other expense, netAdjustment 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.
Non-recurring income taxesAdjustment reflects a partial release of our deferred tax asset valuation allowance resulting from the Stuzo Acquisition.We exclude these non-cash and non-recurring adjustments for purposes of calculating non-GAAP diluted net loss per share because management does not view these costs as part of our core operating performance. These adjustments facilitate a useful evaluation of our current operating performance, comparisons to past and competitor operating results, and additional means to evaluate expense trends.
Non-cash interestAdjustment reflects non-cash amortization of issuance costs and discount related to the Company's long-term debt.
Acquired intangible assets amortizationAdjustment reflects amortization expense of acquired developed technology included within cost of sales and amortization expense of acquired intangible assets.



7

The tables below provide reconciliations between net income (loss) and adjusted EBITDA, diluted net income (loss) per share and non-GAAP diluted net loss per share, and subscription service gross margin percentage and non-GAAP subscription service gross margin percentage.

(in thousands)Three Months Ended September 30,Nine Months Ended September 30,
Reconciliation of Net Income (Loss) to Adjusted EBITDA2024202320242023
Net income (loss)$(19,832)$(15,516)$16,070 $(51,123)
Discontinued operations(832)(3,718)(80,687)(8,973)
Net loss from continuing operations(20,664)(19,234)(64,617)(60,096)
Provision for (benefit from) income taxes653 175 (6,520)873 
Interest expense, net3,417 1,750 6,755 5,152 
Depreciation and amortization 10,575 6,549 26,702 20,133 
Stock-based compensation5,887 3,935 16,583 10,544 
Contingent consideration— — (600)(7,500)
Transaction costs1,125 — 6,103 — 
Gain on insurance proceeds(147)— (147)(500)
Severance(48)— 1,680 253 
Impairment loss225 — 225 — 
Other expense, net1,400 262 1,710 116 
Adjusted EBITDA$2,423 $(6,563)$(12,126)$(31,025)


(in thousands, except per share amounts)Three Months Ended September 30,Nine Months Ended September 30,
Reconciliation between GAAP and Non-GAAP
Diluted Net Income (Loss) per share		2024202320242023
Diluted net income (loss) per share$(0.56)$(0.56)$0.48 $(1.86)
Discontinued operations(0.02)(0.14)(2.38)(0.33)
Diluted net loss per share from continuing operations(0.58)(0.70)(1.90)(2.19)
Non-recurring income taxes— — (0.23)— 
Non-cash interest0.02 0.02 0.05 0.06 
Acquired intangible assets amortization0.23 0.18 0.59 0.49 
Stock-based compensation0.16 0.14 0.49 0.38 
Contingent consideration— — (0.02)(0.27)
Transaction costs0.03 — 0.18 — 
Gain on insurance proceeds— — — (0.02)
Severance— — 0.05 0.01 
Impairment loss0.01 — 0.01 — 
Other expense, net0.04 0.01 0.05 — 
Non-GAAP diluted net loss per share$(0.09)$(0.35)$(0.74)$(1.53)
Diluted weighted average shares outstanding35,865 27,472 33,931 27,412 

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Three Months Ended September 30,Nine Months Ended September 30,
Reconciliation between GAAP and Non-GAAP
Subscription Service Gross Margin Percentage		2024202320242023
Subscription Service Gross Margin Percentage55.3 %50.6 %53.6 %48.0 %
Depreciation and amortization11.4 %18.4 %12.6 %18.8 %
Stock-based compensation0.1 %0.4 %0.1 %0.2 %
Severance— %— %0.1 %— %
Non-GAAP Subscription Service Gross Margin Percentage66.8 %69.4 %66.4 %67.0 %

9
partech.com Q3 ‘24 Earnings Presentation November 8, 2024 NYSE: PAR 1

 
partech.com Forward-Looking Statements. This presentation contains forward-looking statements made pursuant to the safe harbor provisions 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, the accuracy of such statements is necessarily subject to risks, uncertainties and assumptions as to future events that may not prove to be accurate. These statements include statements relating to the plans, strategies and objectives of management relating to PAR's growth, operations, and financial performance, including service and product offerings, go-to-market strategies and the development, demand, market share, and competitive performance of our products and services, continued growth of our business, ability to achieve and sustain profitability, revenue opportunities, expansion into new markets or within existing markets, acceleration or improvement of financial results, annual recurring revenue (ARR) growth, growth in active sites, future efficiencies and scale economics, customer retention, capital investment and re-investment, expanding our addressable markets, cross-selling efforts, and anticipated benefits of acquisitions, divestitures, and capital markets transactions. These statements are neither promises nor guarantees but are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Factors, risks, trends and uncertainties that could cause actual results to differ materially from those expressed or implied include our ability to successfully develop or acquire and transition new products and services and enhance existing products and services to meet evolving customer needs and respond to emerging technological trends, including artificial intelligence (AI), our ability to successfully integrate acquisitions into our operations, and realize the anticipated benefits, including the acquisitions of Stuzo Holdings, LLC and TASK Group Holdings Limited, macroeconomic trends, such as a recession or slowed economic growth, fluctuating interest rates, inflation, and changes in consumer confidence and discretionary spending, our ability to successfully expand our business or products into new markets or industries, geopolitical events, such as effects of the Russia-Ukraine war, tensions with China and between China and Taiwan, hostilities in the Middle East, including the Israel conflict(s), and uncertainty relating to the U.S. presidential transition and the Trump administration's policies and regulations, including potential changes to trade agreements and tariffs, and the other factors discussed in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Undue reliance should not be placed on the forward-looking statements in this presentation, 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 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, 2024. Trademarks. “PAR®,” “PAR POS®,” (formerly “Brink POS®”), “Punchh®,” “PAR OrderingTM,” (formerly MENUTM”), “Data Central®,” "Open Commerce®,” "PAR® Pay”, “PAR® Payment Services”, "StuzoTM," "PAR RetailTM," 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 for Non-GAAP reconciliations and Key Performance Indicators 2

 
partech.com Our Journey … So Far ... 3 GLOBAL FOOD SERVICE PURE PLAY • Acquired loyalty provider PAR Retail and international solutions TASK and Plexure • Sold Government segment to become a pure play food service tech company 1980s+ EARLY INNOVATION • Founded in 1968 as a DoD tech contractor • Pioneered the first commercial POS 2018 2019 SOFTWARE RENAISSANCE • Restructured PAR, new team, mission, values • Recapitalized PAR to invest in SaaS • Acquired Data Central • Shifted focus to SaaS $11.3M Q4 2018 ▲ 2020 2021 2022 RESURGENCE • Launched PAR Payments • Acquired Punchh in April 2021, a leader in loyalty and guest engagement solutions • Acquired PAR Ordering (formerly MENU), an omnichannel ordering solution • Crossed 100k active sites ▲ $33.5M Q4 2020 2023 2024+ $19.2M Q4 2019 ▲ $136.9M Q4 2023 ▲$88.2M Q4 2021 ▲ ▲ $111.4M Q4 2022 ▲ Divestiture of PAR Govt. $248.1M Q3 2024 (Dollar values represent ARR) 🗴🗴

 
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... Leading To 4

 
partech.com PAR's Success Will Be Driven by our Flywheel 5

 
partech.com Financial Review Third Quarter 2024 Highlights 6

 
partech.com Q3 2024 Highlights 7 • Consistent delivery on strong organic ARR growth 25% organic ARR growth1 2 • Cross-sell traction creating meaningful revenue opportunity from existing and potential future whitespace Adjusted EBITDA profitable 3 Cross-sell traction 4 TASK Acquisition • Adjusted EBITDA of $2.4 million in Q3 2024 • Completed the acquisition of TASK Group Holdings Limited (“TASK Group”), an Australia-based global foodservice transaction platform • Proven track record of strategic M&A, with the recent acquisitions of PAR Retail (formerly Stuzo) and TASK Group significantly expanding PAR’s TAM into convenience stores and international markets5 Repeatable M&A motion

 
partech.com Q3 2024 Revenue Breakout Revenue by Offering 23.4% 61.9% 14.7% Hardware Subscription Service Professional Service ARR by Subscription Product Line 37.6% 62.4% Operator Cloud Engagement Cloud 8

 
partech.com Strong Organic & Inorganic ARR Growth Year-over-year metrics are for the quarter ended 9/30/2024 compared to the quarter ended 9/30/2023. Please see Appendix — Key Performance Indicators for more information on ARR. 128.3 136.9 144.7 151.8 160.2 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 128.3 136.9 185.7 192.2 248.1 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 9 Organic ARR 25% Y/Y Growth Total ARR 93% Y/Y Growth ($'000,000)

 
partech.com Resilient ARR Growth Across Product Lines Year-over-year metrics are for the quarter ended 9/30/2024 compared to the quarter ended 9/30/2023. Please see Appendix — Key Performance Indicators for more information on ARR. 66.1 73.1 78.5 84.2 93.4 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 62.2 63.8 107.2 107.9 154.7 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 10 Operator Cloud 41% Y/Y Growth Engagement Cloud 149% Y/Y Growth ($'000,000)

 
partech.com Driving Margin Expansion (1) Non-GAAP Subscription Service Gross Margin percentage and Non-GAAP Consolidated Gross Margin percentage are Non-GAAP financial measures. Please see Appendix for a detailed reconciliation to Subscription Service Gross Margin percentage and Consolidated Gross Margin percentage (GAAP). Year-over-year metrics are for the quarter ended 9/30/2024 compared to the quarter ended 9/30/2023. 69.4% 65.3% 65.7% 66.4% 66.8% Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 11 Non-GAAP Subscription Service Gross Margin Percentage(1) 45.2% 43.1% 45.6% 49.3% 51.8% Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 660 Basis Point Margin Expansion Non-GAAP Consolidated Gross Margin Percentage(1)

 
partech.com As We Grow, Efficiency Improves (1) Adjusted EBITDA is a Non-GAAP financial measure. Please see Appendix for a detailed reconciliation from net income (loss) to Adjusted EBITDA. (6.6) (7.4) (10.2) (4.3) 2.4 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 12 Adjusted EBITDA(1) ($000,000) Non-GAAP Profitability Q3 2024

 
partech.com Q3 ‘24 Financials Consolidated Highlights • 71% increase in gross margin from Q3 2023 • $9.0 million increase in Adjusted EBITDA(1) from Q3 2023 • $6.8 million increase in Adjusted EBITDA(1) from Q2 2024 Subscription Service Highlights • 93% increase in ARR from Q3 2023 • 91% increase in revenue from Q3 2023 Three Months Ended September 30, (in thousands) 2024 2023 Revenues, net: Subscription service $ 59,909 $ 31,363 Hardware 22,650 25,824 Professional service 14,195 11,514 Total revenues, net 96,754 68,701 Total gross margin 43,031 25,134 Operating expenses: Sales and marketing 10,500 9,532 General and administrative 27,352 17,525 Research and development 17,821 14,660 Amortization of identifiable intangible assets 2,699 464 Gain on insurance proceeds (147) — Total operating expenses 58,225 42,181 Other expense, net (1,400) (262) Interest expense, net (3,417) (1,750) Loss from continuing operations before provision for income taxes (20,011) (19,059) Provision for income taxes (653) (175) Net loss from continuing operations (20,664) (19,234) Net income from discontinued operations 832 3,718 Net loss (19,832) (15,516) Non-GAAP adjustments 22,255 8,953 Adjusted EBITDA(1) 2,423 (6,563) 13 (1) Adjusted EBITDA is a Non-GAAP financial measure. Please see Appendix for a detailed reconciliation from net income (loss) to Adjusted EBITDA.

 
partech.com Appendix 14

 
partech.com 3 Months Ended Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 Subscription Service Gross Margin Percentage 50.6% 48.1% 51.6% 53.1% 55.3% Add: Depreciation and amortization 18.4% 16.9% 13.9% 13.1% 11.4% Add: Stock-based compensation 0.4% 0.3% 0.1% 0.2% 0.1% Add: Severance —% —% 0.1% —% —% Non-GAAP Subscription Service Gross Margin Percentage 69.4% 65.3% 65.7% 66.4% 66.8% May not sum/recalculate due to rounding. Non-GAAP Subscription Service Gross Margin Percentage Reconciliation 15

 
partech.com 3 Months Ended Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 Consolidated Gross Margin Percentage 36.6% 34.6% 37.2% 41.0% 44.5% Add: Depreciation and amortization 8.2% 8.2% 7.9% 7.6% 7.1% Add: Stock-based compensation 0.4% 0.3% 0.2% 0.4% 0.2% Add: Severance —% —% 0.3% 0.3% —% Non-GAAP Consolidated Gross Margin Percentage 45.2% 43.1% 45.6% 49.3% 51.8% May not sum/recalculate due to rounding. Non-GAAP Consolidated Gross Margin Percentage Reconciliation 16

 
partech.com (in thousands) 3 Months Ended Q3'24 Q2'24 Q1'24 Q4'23 Q3'23 Net income (loss) $(19,832) $54,190 $(18,288) $(18,629) $(15,516) Discontinued operations (832) (77,777) (2,078) (2,905) (3,718) Net loss from continuing operations (20,664) (23,587) (20,366) (21,534) (19,234) Provision for (benefit from) income taxes 653 612 (7,785) 986 175 Interest expense, net 3,417 1,630 1,708 1,779 1,750 Depreciation and amortization 10,575 8,834 7,293 6,881 6,549 Stock-based compensation 5,887 6,286 4,410 3,747 3,935 Contingent consideration — (600) — (1,700) — Transaction costs 1,125 1,573 3,405 2,273 — Gain on insurance proceeds (147) — — — — Litigation expense — — — (808) — Loss on extinguishment of debt — — — 635 — Severance (48) 294 1,434 — — Impairment loss 225 — — — — Other expense (income), net 1,400 610 (300) 369 262 Adjusted EBITDA $2,423 $(4,348) $(10,201) $(7,372) $(6,563) 17 Net Income (Loss) to Adjusted EBITDA 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 • Enterprise foodservice playing “catch-up” in adopting new technology and anticipate this technology spend to ramp • 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 • Industry seeking vendor consolidation and platform experience and reduce single-product providers 3. ARR at scale with strong SaaS metrics • Through both organic and inorganic strategies, ARR has reached $248.1M with significant opportunity to expand within existing customers and win new business • Hyper-focus on stringent OpEx spend management with real ROI mindset (1) Source: Technomic Investment Thesis 18

 
partech.com • Annual Recurring Revenue or "ARR” is the annualized revenue from subscription services, including subscription fees for our SaaS solutions and related software support, managed platform development services, and transaction-based payment processing services. We generally 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 reporting period. • “Non-GAAP Subscription Service Gross Margin Percentage” represents subscription service gross margin percentage adjusted to exclude amortization from acquired and internally developed software, stock-based compensation, and severance. • “Non-GAAP Consolidated Gross Margin Percentage” represents consolidated gross margin percentage adjusted to exclude amortization from acquired and internally developed software, stock-based compensation, and severance. • “Adjusted EBITDA” represents net income (loss) before income taxes, interest expense and depreciation and amortization adjusted to exclude certain non-cash and non-recurring charges that may not be indicative of our financial performance Key Performance Indicators 19

 
partech.com Thank You! 20

 
v3.24.3
Cover Page
Nov. 08, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 08, 2024
Entity Registrant Name PAR Technology Corporation
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
PAR Technology (NYSE:PAR)
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