Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):  February 16, 2012
PAR Technology Corporation

(Exact name of registrant as specified in its charter)

(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.

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.

On February 16, 2012, PAR Technology Corporation issued a press release announcing its results of operation for the quarterly period ending December 31, 2011.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Press Release dated February 16, 2012.




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.

Date: February 16, 2012
/s/Ronald J. Casciano
Ronald J. Casciano
Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer




Exhibit Number
Press Release dated February 16, 2012.



Exhibit 99.1
 Press Release dated February 16, 2012.

NEW HARTFORD, NY, February 16, 2012
Christopher R. Byrnes (315) 738-0600 ext. 6226,


New Hartford, NY- February 16, 2012 -- PAR Technology Corporation (NYSE: PAR) today announced results from continuing operations for the fourth quarter ended December 31, 2011. The Company reported revenues of $60.1 million and net earnings of $1.8 million, or $0.12 per diluted share. This compares with the prior year’s fourth quarter results from continuing operations of $63.5 million in revenues and net earnings of $1.7 million, or $0.11 per diluted share.
For the year 2011, PAR reported total revenues from continuing operations of $229.4 million, down 2.4% from the $235.0 million reported for fiscal year 2010.  On a GAAP basis, reflecting non-recurring charges incurred in the second quarter of 2011, net loss from continuing operations for 2011 was $13.4 million, representing a loss per diluted share of $0.89.  On a non-GAAP basis, excluding these charges, adjusted net income from continuing operations for the year was $5.5 million, or $0.36 earnings per diluted share.  The results compare to the $5.0 million of net income and $0.33 earnings per diluted share from continuing operations reported for fiscal year 2010.
“Since joining PAR, I have stressed focusing and streamlining our organization so we can best realize the important hospitality investments we have made to date.  The fourth quarter met our expectations, producing solid results in a slowly improving economic environment.  Besides the results, we demonstrated tangible progress towards our strategic goals as evidenced by the sale of our logistics segment, the selection by Wal-Mart Stores, Inc., of our in-store food safety technology solution, SureCheck, and the successful deployment of our new cloud-based property management solution, ATRIO™,” commented Paul B. Domorski, Chairman and Chief Executive Officer.  “Focusing on the fundamentals, including improving the balance sheet, at the same time as changing our business model, has started to yield results.”
Mr. Domorski continued, “Our business segments performed consistent with our expectations for the quarter. Excluding sales to McDonalds, for which we had a large North American in-store technology upgrade deployment in 2010, Hospitality revenues increased. Domestic revenues from YUM! Brands increased 13% in the fourth quarter 2011 versus the same period of 2010. We also saw strong continued sequential growth in international revenues, which is an encouraging sign of overall economic recovery.  Our cloud-based property management solution, ATRIO, continues to perform well in the initial stages of its deployment.  Given the compelling operating and financial benefits of ATRIO, our prospect pipeline is expanding, reflecting growing enthusiasm for its SaaS model.  With SureCheck, we are creating a new market with Wal-Mart Stores, the world’s largest retailer, as our launch customer.  PAR has always been known for the reliability and value of our products and services; now customers are seeing innovation as well, viewing us in a new light.”
“Our Government segment performed well during the quarter, increasing revenues by 21% over the fourth quarter of 2010.  Growth is being driven by the recent $42.5 million, five year contract to support the U.S. Army with Intelligence Surveillance and Reconnaissance (ISR) technologies and services.  We are currently exploring commercial opportunities associated with the full motion video products related to the Army ISR contract and have also identified several U.S. military communication site contracts for which we expect to be bidding this year.”
“In conclusion, we see 2011 as a year of transition as we remain committed to building a world class company.”

Non-GAAP Financial Measures
The Company presented earnings and earnings per share for the year ended December 31, 2011 on a non-GAAP basis, excluding non-recurring charges of $29.4 million incurred during the year.  Management believes these non-GAAP financial measures provide meaningful supplemental information regarding the Company’s performance, thereby enhancing the ability of investors to evaluate PAR’s results for the periods presented.  Please refer to the table below for supplemental information and corresponding reconciliation of non-GAAP adjusted financial measures to GAAP financial measures for the year ended December 31, 2011.
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 has two operating segments:

PAR’s Hospitality Technology segment has been a leading provider of restaurant, hotel and retail technology for more than 30 years and offers technology solutions for the full spectrum of restaurant operations, from large chain and independent table service restaurants to international quick service chains.  PAR also markets solutions that include hotel management software systems that provide a complete suite of powerful tools for guest management, recreation management, and timeshare/condo management.  PAR provides the spa industry a leading management application that is 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 segment is comprised of PAR Government Systems Corporation, which develops and delivers geospatial and full motion video (FMV) solutions to our customers that include federal/state governments and industry, and Rome Research Corporation, which is a leading provider of communications and information technology support services to the United States Department of Defense.

Visit for more information.

There will be a conference call at 10:00 a.m. eastern time on Thursday, February 16, 2012, during which the Company’s management will discuss the financial results for the fourth quarter and year end 2011.  If you would like to participate in this conference call please call 1-800-510-9691 approximately 10 minutes before the call is scheduled to begin and use the PAR pass code 35886297.  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, and through CCBN’s individual investor center at or by visiting any of the investor sites in CCBN’s Individual Investor Network.  Institutional investors can access the call via CCBN’s password-protected site, StreetEvents (  In case you are unable to participate in the conference call, an automatic replay will be available on the World Wide Web via until February 23, 2012 or dial 1-888-286-8010 and use the Pass Code number 15864590 until February 23, 2012 as well.






 (in thousands, except share amounts)

December 31,
Current assets:
Cash and cash equivalents
  $ 7,742     $ 6,779  
Accounts receivable-net
    30,680       35,825  
    25,260       36,682  
Income tax refunds
Deferred income taxes
    10,397       5,719  
Other current assets
    3,088       3,028  
Total current assets
    77,167       88,185  
Property, plant and equipment - net
    5,259       5,706  
Deferred income taxes
    5,605       1,079  
    6,852       26,954  
Intangible assets - net
    15,888       10,389  
Other assets
    2,147       2,124  
Assets of discontinued operations
    3,182       3,353  
Total Assets
  $ 116,100     $ 137,790  
Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of long-term debt
  $ 1,494     $ 1,711  
Borrowings under lines of credit
Accounts payable
    15,773       19,624  
Accrued salaries and benefits
    7,002       8,868  
Accrued expenses
    2,609       2,778  
Customer deposits
    1,137       2,286  
Deferred service revenue
    10,412       9,752  
Income taxes payable
Total current liabilities
    38,722       45,019  
Long-term debt
    1,249       2,744  
Other long-term liabilities
    2,837       2,725  
Liabilities of discontinued operations
    925       543  
Shareholders’ Equity:
Preferred stock, $.02 par value,
1,000,000 shares authorized
Common stock, $.02 par value,
29,000,000 shares authorized;
16,863,868 and 16,746,618 shares issued;
         15,156,584 and 15,039,334 outstanding
    337       335  
Capital in excess of par value
    42,990       42,264  
Retained earnings
    35,073       50,605  
Accumulated other comprehensive loss
    (201 )     (613 )
Treasury stock, at cost, 1,707,284 and 1,707,284 shares
    (5,832 )     (5,832 )
Total shareholders’ equity
    72,367       86,759  
Total Liabilities and Shareholders’ Equity
  $ 116,100     $ 137,790  



 (in thousands, except per share amounts)

For the three months
For the year ended
ended December 31,
December 31,
Net revenues:
  $ 22,121     $ 28,693     $ 90,998     $ 98,725  
    17,890       18,150       69,484       70,232  
    20,105       16,615       68,941       66,065  
      60,116       63,458       229,423       235,022  
Costs of sales:
    14,991       18,783       57,878       64,286  
    12,561       11,955       56,736       47,045  
    18,535       15,455       64,347       61,826  
      46,087       46,193       178,961       173,157  
Gross margin
    14,029       17,265       50,462       61,865  
Operating expenses:
Selling, general and administrative
    8,044       10,810       35,774       38,253  
Research and development
    3,369       4,125       13,797       15,853  
Impairment of goodwill and intangible assets
Amortization of identifiable intangible assets
    173       236       840       939  
      11,586       15,171       71,254       55,045  
Operating income (loss) from continuing operations
    2,443       2,094       (20,792 )     6,820  
Other income, net
    311       124       203       640  
Interest expense
    (48 )     (53 )     (211 )     (352 )
Income (loss) from continuing operations before provision for income taxes
    2,706       2,165       (20,800 )     7,108  
(Provision) benefit for income taxes
    (878 )     (484 )     7,440       (2,141 )
Income (loss) from continuing operations
    1,828       1,681       (13,360 )     4,967  
Discontinued operations
Loss on discontinued operations (net of tax)
    (1,119 )     (527 )     (2,172 )     (1,844 )
Net income (loss)
  $ 709     $ 1,154     $ (15,532 )   $ 3,123  
Income (loss) from continuing operations
    .12       .11       (.89 )     .34  
Loss from discontinued operations
    (.07 )     (.03 )     (.15 )     (.13 )
Net income (loss)
  $ .05     $ .08     $ (1.04 )   $ .21  
Income (loss) from continuing operations
    .12       .11       (.89 )     .33  
Loss from discontinued operations
    (.07 )     (.03 )     (.15 )     (.12 )
Net income (loss)
  $ .05     $ .08     $ (1.04 )   $ .21  
Weighted average shares outstanding
    15,047       14,905       15,000       14,822  
    15,132       15,063       15,000       15,008  



(in thousands, except per share data)

For the year ended December 31, 2011
Reported basis (GAAP)
Comparable basis (Non-GAAP)
For the year ended December 31, 2010
Net revenues
  $ 229,423           $ 229,423     $ 235,022  
Costs of sales
    178,961       7,732       171,229       173,157  
Gross Margin
    50,462       7,732       58,194       61,865  
Operating Expenses
Selling, general and administrative
    35,774       595       35,179       38,253  
Research and development
      13,797       15,853  
Impairment of goodwill and intangible assets
    20,843       20,843    
Amortization of identifiable intangible assets
      840       939  
Total operating expenses
    71,254       21,438       49,816       55,045  
Operating income (loss) from continuing operations
    (20,792 )     29,170       8,378       6,820  
Other income
    203       253       456       640  
Interest expense
    (211 )  
      (211 )     (352 )
Income (loss) from continuing operations before provision for income taxes
    (20,800 )     29,423       8,623       7,108  
(Provision) benefit for income taxes
    7,440       (10,568 )     (3,128 )     (2,141 )
Income (loss) from continuing operations
    (13,360 )     18,855       5,495       4,967  
Loss on discontinued operations (net of tax)
    (2,172 )             (2,172 )     (1,844 )
Net Income (loss)
    (15,532 )             3,323       3,123  
Income  (loss) per diluted share – continuing operations
    (.89 )             .36       .33  
Loss per diluted share  – discontinued operations
    (.15 )             (.14 )     (.12 )
Income (loss) per diluted share (net income)
    (1.04 )             .22       .21  

The Company reports its financial results in accordance with GAAP.  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.

For the year ended December 31, 2011, the Company recorded total charges of $29.4 million primarily related to an impairment of goodwill and intangible assets of $20.8 million.  Additionally, the Company recorded a charge of $7.7 million related to a non-recurring write-down of certain inventory associated with discontinued products, and charges of $0.9 million related to the consolidation of some of its facilities.  The aforementioned charges have been recorded net of tax benefit of $10.6 million and 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.

These charges did not have any impact on the Company’s financial results for the three months ended December 31, 2011, nor did they impact the financial results of any period of the fiscal year ended December 31, 2010.