SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 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): February 12, 2010
PAR TECHNOLOGY CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-09720 16-1434688
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) incorporation or
organization) Identification Number)
PAR Technology Park
8383 Seneca Turnpike
New Hartford, NY 13413-4991
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (315) 738-0600
Not Applicable
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(Former Name or Former Address, if changed since Last Report)
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 February 12, 2010, PAR Technology Corporation issued a press release
announcing its results of operation for the quarterly period ending
December 31, 2009. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
99.1 Press Release dated February 12, 2010.
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
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(Registrant)
Date: February 12, 2010
/s/Ronald J. Casciano
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Ronald J. Casciano
Vice President, Chief Financial Officer,
Treasurer and Chief Accounting Officer
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release dated February 12, 2010.
Exhibit 99.1 Press Release dated February 12, 2010.
RELEASE: NEW HARTFORD, NY, February 12, 2010
CONTACT: Christopher R. Byrnes (315) 738-0600 ext. 226
cbyrnes@partech.com, www.partech.com
PAR TECHNOLOGY CORPORATION ANNOUNCES
2009 FOURTH QUARTER & YEAR END RESULTS
o Company discloses several non-recurring charges associated with personnel
actions, inventory of certain discontinued product lines and deferred tax
assets
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NEW HARTFORD, NY, PAR TECHNOLOGY CORPORATION (NYSE:PTC)
New Hartford, NY- February 12, 2010 -- PAR Technology Corporation (NYSE: PTC), a
provider of integrated hardware, software and service solutions to the
restaurant, hotel/resort, and hospitality industries along with information
technology services to the United States Government, today reported fourth
quarter and year end 2009 financial results.
This press release provides financial information for net income per share that
exclude the following one-time charges: (1) non-recurring charges for personnel
actions, (2) the write down of certain inventory related to discontinued product
lines, and (3) a valuation allowance for certain deferred tax assets. As such,
the financial information is not presented in accordance with United States
generally accepted accounting principles ("GAAP"). Management believes these
non-GAAP financial measures provide meaningful supplemental information
regarding our 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 measure for the three months and
twelve months ended December 31, 2009.
For the fourth quarter ended December 31, 2009, PAR reported revenues of $58.2
million down 11% when compared to the $65.4 million reported for the fourth
quarter of 2008. Excluding special non-recurring charges, the Company reported
non-GAAP adjusted net income of $601,000 and non-GAAP adjusted earnings per
share of $0.04 for the period, versus net income of $1.5 million and earnings
per share of $0.10 reported for the same period last year. On a GAAP basis, net
loss for the fourth quarter was $4.9 million, representing a loss of $0.33 per
diluted share.
For fiscal year 2009, PAR reported total revenues of $223 million, down 4% from
the $233 million reported for fiscal year 2008. Non-GAAP adjusted net income for
the year was $308,000, or non-GAAP adjusted $0.02 earnings per diluted share.
The results represent a decrease from the $2.2 million of net income and $0.15
earnings per diluted share reported for fiscal year 2008. On a GAAP basis, net
loss for 2009 was $5.2 million representing a loss $0.36 per diluted share.
These one-time charges incurred in the fourth quarter reduced operating income
by approximately $6.5 million, comprised of $1.2 million related to personnel
actions, and $5.3 million related to inventory. In addition the Company recorded
a $1.4 million valuation allowance for certain deferred tax assets.
"The global economic environment represented a significant challenge for PAR
throughout 2009. Although difficult in scope, we see improving stability in our
markets and look forward to a much improved 2010," said John W. Sammon, PAR
Chairman and Chief Executive Officer. "We have also taken significant steps this
past quarter to make certain organizational changes that will deliver meaningful
cost savings in 2010. With these cost reductions, coupled with expected
increasing sales, we foresee improvement in profitability this year. Our
fundamental long-term strategy remains intact and has not been affected by the
cost reductions taken during this period."
Certain Company information in this release or 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
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PAR Technology Corporation creates and markets products that help hospitality
operators around the world to better manage money, materials, people and the
guest experience. PAR has provided hardware, software and services to the
world's largest restaurant chains and their franchisees for almost 30 years.
Today the Company's extensive offering include technology solutions for the full
spectrum of hospitality operations, from boutique hotels and independent table
service restaurants to international QSR chains, all backed by PAR's global
service network. The Company has over 50,000 installations in 105 countries
worldwide. PAR is also a leader in providing computer-based system design and
engineering services to the U.S. Department of Defense and federal and state
government agencies. PAR Technology Corporation's stock is traded on the New
York Stock Exchange under the symbol PTC. For more information visit the
Company's website at www.partech.com.
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PAR TECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
(unaudited)
December 31,
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2009 2008
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Assets
Current assets:
Cash and cash equivalents ....................... $ 3,907 $ 6,227
Accounts receivable-net ......................... 47,013 53,582
Inventories-net ................................. 32,867 41,132
Income tax refunds .............................. 438 208
Deferred income taxes ........................... 6,362 5,301
Other current assets ............................ 2,329 3,588
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Total current assets ........................ 92,916 110,038
Property, plant and equipment - net .................. 6,332 6,879
Deferred income taxes ................................ 1,202 1,525
Goodwill ............................................. 26,635 25,684
Intangible assets - net .............................. 7,243 8,251
Other assets ......................................... 1,775 1,611
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Total Assets .............................. $ 136,103 $ 153,988
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Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term debt ............... $ 1,404 $ 1,079
Borrowings under lines of credit ................ 2,000 8,800
Accounts payable ................................ 12,942 15,293
Accrued salaries and benefits ................... 7,607 8,360
Accrued expenses ................................ 3,868 3,962
Customer deposits ............................... 1,782 6,157
Deferred service revenue ........................ 16,598 16,318
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Total current liabilities ................... 46,201 59,969
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Long-term debt ....................................... 4,455 5,852
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Other long-term liabilities .......................... 2,212 1,910
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Shareholders' Equity:
Preferred stock, $.02 par value,
1,000,000 shares authorized ................... -- --
Common stock, $.02 par value,
29,000,000 shares authorized;
16,449,695 and 16,189,718 shares issued;
14,796,940 and 14,536,963 outstanding ......... 329 324
Capital in excess of par value .................. 41,382 40,173
Retained earnings ............................... 47,482 52,668
Accumulated other comprehensive loss ............ (449) (1,399)
Treasury stock, at cost, 1,652,755 shares ....... (5,509) (5,509)
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Total shareholders' equity .................. 83,235 86,257
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Total Liabilities and Shareholders' Equity $ 136,103 $ 153,988
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PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
For the three months For the year ended
ended December 31, December 31,
-------------------------------- --------------------------------
2009 2008 2009 2008
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Net revenues:
Product ...................................... $ 19,918 $ 23,197 $ 72,555 $ 81,763
Service ...................................... 17,989 22,131 74,046 75,430
Contract ..................................... 20,300 20,051 76,447 75,494
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58,207 65,379 223,048 232,687
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Costs of sales:
Product ...................................... 14,367 15,387 48,945 49,440
Service ...................................... 16,661 14,595 56,408 54,421
Contract ..................................... 19,158 18,899 72,220 71,376
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50,186 48,881 177,573 175,237
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Gross margin ................................. 8,021 16,498 45,475 57,450
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Operating expenses:
Selling, general and administrative .......... 9,386 9,866 36,207 36,790
Research and development ..................... 4,069 3,724 14,196 15,295
Amortization of identifiable intangible assets 233 368 1,337 1,535
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13,688 13,958 51,740 53,620
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Operating income (loss) ........................... (5,667) 2,540 (6,265) 3,830
Other income (loss), net .......................... (109) 162 165 921
Interest expense .................................. (72) (431) (400) (1,176)
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Income (loss) before provision for income taxes ... (5,848) 2,271 (6,500) 3,575
(Provision) benefit for income taxes .............. 955 (810) 1,314 (1,358)
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Net income (loss) ................................. $ (4,893) $ 1,461 $ (5,186) $ 2,217
============== ============== ============== ==============
Earnings (loss) per share
Basic ........................................ $ (.33) $ .10 $ (.36) $ .15
Diluted ...................................... $ (.33) $ .10 $ (.36) $ .15
Weighted average shares outstanding
Basic ........................................ 14,666 14,470 14,547 14,421
============== ============== ============== ==============
Diluted ..................................... 14,666 14,689 14,547 14,761
============== ============== ============== ==============
Reconciliation of GAAP net income to adjusted non - GAAP net income
For the
three months For the
ended year ended
December 31, December 31,
2009 2009
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GAAP Net loss ................................ $(4,893) $(5,186)
Adjustments:
Cost of sales
Product ............................ 944 944
Service ............................ 4,509 4,509
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Total cost of sales ........... 5,453 5,453
Operating expenses
Selling, general and administrative 512 512
Research and development ........... 548 548
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Total operating expenses ...... 1,060 1,060
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Total adjustments ............................ 6,513 6,513
Income taxes
Tax effect of adjusting items ........... (2,423) (2,423)
Valuation allowance ..................... 1,404 1,404
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Total income taxes ................. (1,019) (1,019)
Adjusted non-GAAP net income ................. $ 601 $ 308
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Adjusted non-GAAP net income per diluted share $ 0.04 $ 0.02
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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 three and twelve months ended December 31, 2009, the Company recorded
total charges of $6.5 million primarily related to a non-recurring write-down of
certain inventory associated with discontinued products and personnel actions
related to the consolidation of some of its facilities. Of the total charges,
$5.3M is associated with inventory, while the remaining $1.2M is associated with
personnel actions. Additionally, the Company recorded a $1.4M valuation
allowance for certain deferred tax assets. These charges 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.