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): July 31, 2013
 
PAR Technology Corporation
(Exact name of registrant as specified in its charter)


Delaware
1-09720
16-1434688
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)


PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (315) 738-0600
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.02 Results of Operations and Financial Condition.

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

(b)
On July 31, 2013, PAR Technology Corporation issued a press release announcing its results of operations for the quarterly period ending June 30, 2013. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



99.1
Press Release dated July 31, 2013.






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: July 31, 2013
  
/s/Steven M. Malone
   
Steven M. Malone
   
Vice President, Controller and Chief Accounting Officer







EXHIBIT INDEX


Exhibit Number
Description
 
 
99.1
 
Press Release dated July 31, 2013.








Exhibit 99.1
 Press Release dated July 31, 2013.
 
 
 
 
 
 
 
 

FOR RELEASE:
 
NEW HARTFORD, NY, July 31, 2013
CONTACT:
 
Christopher R. Byrnes (315) 738-0600 ext. 6226
cbyrnes@partech.com,  www.partech.com
 
PAR TECHNOLOGY CORPORATION ANNOUNCES
2013 SECOND QUARTER RESULTS FROM CONTINUING OPERATIONS
 
 
New Hartford, NY- July 31, 2013 --PAR Technology Corporation (NYSE: PAR) today announced results for the second quarter ended June 30, 2013. PAR reported revenues from continuing operations of $59.5 million and net income of $248,000 or $0.02 earnings per diluted share.  During the second quarter of 2012, PAR reported revenue of $62.1 million and net loss of $511,000 or $0.03 loss per share.

Commenting on the second quarter, Ronald J. Casciano, Chief Executive Officer & President, stated, "Our continued focus this quarter has been on improving the operating performance of the Company and building a foundation for future revenue growth and improved performance.  We are pleased that we are making progress to achieve this goal.  Although impacted by lower year over year Government contract revenue, the second quarter results reflect our efforts to energize our customer and partner base as evidenced by our product revenue growth in the quarter in our Hospitality Technology business."

"We are committed to being a leader in the markets we serve and our second quarter results demonstrate progress towards that effort.  We believe that the investments in our new hardware and software products, along with continued success in our Government I/T business, will be the catalysts towards enhancing our opportunities for future revenue growth and improved profitability."

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 and 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 segment has been a leading provider of restaurant and retail technology for more than 30 years. ParTech, Inc. offers technology solutions for the full spectrum of restaurant operations, from large chain and independent table service restaurants to international quick service chains. PAR Springer-Miller Systems, Inc. offers hotel management systems that provide a complete suite of powerful tools for guest management, recreation management, and timeshare/condo management. PAR Springer-Miller Systems also provides the spa industry a leading management application that was 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 provides system solutions to Federal/State Government agencies, and Rome Research Corporation, which is a leading provider of communications and information technology support services to the United States Department of Defense.
 
Visit www.partech.com for more information.
 
There will be a conference call at 10:00 a.m. (Eastern) on July 31, 2013, during which the Company's management will discuss the financial results for the second quarter of 2013.  If you would like to participate in this conference call, please dial 1-800-510-9691 approximately 10 minutes before the scheduled beginning and use the PAR passcode 64780242.  Individual and institutional investors also will have the opportunity to listen to the conference call live over the Internet.  Individual investors can listen by visiting PAR's website at www.partech.com or by visiting CCBN's individual investor center at www.companyboardroom.com or any of the investor sites in CCBN's Individual Investor Network.  Institutional investors can access the call via CCBN's password-protected site, StreetEvents (www.streetevents.com).  If you are unable to participate in the conference call, an automatic replay will be available until August 7, 2013 via www.companyboardroom.com or via telephone by dialing 1-888-286-8010 and using the passcode 34195503 and also on the World Wide Web via www.companyboardroom.com until August 7, 2013 as well.



###
 

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

 
  
June 30,
    
December 31,
  
Assets
  
2013
    
2012
  
Current assets:
  
   
 
Cash and cash equivalents
  
$
9,587
    
$
19,475
  
Accounts receivable-net
    
29,965
      
29,890
  
Inventories-net
    
28,236
      
26,172
  
Deferred income taxes
    
12,877
      
11,037
  
Income taxes receivable
    
152
      
-
  
Other current assets
    
3,455
      
3,236
  
Total current assets
    
84,272
      
89,810
  
Property, plant and equipment - net
    
5,570
      
5,857
  
Deferred income taxes
    
5,146
      
6,280
  
Goodwill
    
6,852
      
6,852
  
Intangible assets - net
    
12,881
      
11,747
  
Other assets
    
2,861
      
3,219
  
Total Assets
  
$
117,582
    
$
123,765
  
Liabilities and Shareholders' Equity
                
Current liabilities:
                
Current portion of long-term debt
  
$
161
    
$
159
  
Accounts payable
    
16,735
      
21,216
  
Accrued salaries and benefits
    
5,746
      
6,397
  
Accrued expenses
    
2,746
      
4,467
  
Customer deposits
    
886
      
1,380
  
Deferred service revenue
    
14,636
      
12,522
  
Income taxes payable
    
-
      
547
  
Total current liabilities
    
40,910
      
46,688
  
Long-term debt
    
1,004
      
1,084
  
Other long-term liabilities
    
3,460
      
3,030
  
Liabilities of discontinued operations
    
389
      
141
  
Total liabilities
    
45,763
      
50,943
  
Shareholders' Equity:
                
Preferred stock, $.02 par value, 1,000,000 shares authorized
    
-
      
-
  
Common stock, $.02 par value, 29,000,000 shares authorized;  17,229,003 and 17,038,405 shares issued;15,521,316 and 15,330,718 outstanding
    
344
      
341
  
Capital in excess of par value
    
43,431
      
43,661
  
Retained earnings
    
34,431
      
34,758
  
Accumulated other comprehensive loss
    
(553
)
    
(104
)
Treasury stock, at cost, 1,707,687 and 1,707,687 shares
   
(5,834
)
    
(5,834
)
Total shareholders' equity
    
71,819
      
72,822
  
Total Liabilities and Shareholders' Equity
  
$
117,582
    
$
123,765
  
 
                

 






PAR TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except per share amounts)


 
  
For the three months ended June 30,
    
For the three months ended June 30,
    
For the six months ended June 30,
    
For the six months ended June 30,
  
 
  
2013
    
2012
    
2013
    
2012
  
Net revenues:
  
   
   
   
 
Product
  
$
22,257
    
$
20,142
    
$
46,173
    
$
40,312
  
Service
    
15,314
      
16,014
      
31,334
      
31,393
  
Contract
    
21,945
      
25,929
      
48,683
      
45,973
  
 
    
59,516
      
62,085
      
126,190
      
117,678
  
Costs of sales:
                                
Product
    
14,841
      
14,041
      
31,314
      
25,018
  
Service
    
10,904
      
11,473
      
22,456
      
22,038
  
Contract
    
20,312
      
24,584
      
45,791
      
43,567
  
 
    
46,057
      
50,098
      
99,561
      
90,623
  
Gross margin
    
13,459
      
11,987
      
26,629
      
27,055
  
Operating expenses:
                                
Selling, general and administrative
    
9,494
      
9,291
      
19,699
      
19,434
  
Research and development
    
3,706
      
3,089
      
7,846
      
6,638
  
Amortization of identifiable intangible assets
    
-
      
150
      
-
      
303
  
 
    
13,200
      
12,530
      
27,545
      
26,375
  
Operating income (loss) from continuing operations
    
259
      
(543
)
    
(916
)
    
680
  
Other income (expense), net
    
255
      
(366
)
    
221
      
207
  
Interest expense
    
(13
)
    
(21
)
    
(26
)
    
(42
)
Income (loss) from continuing operations before provision for income taxes
    
501
      
(930
)
    
(721
)
    
845
  
Provision (benefit) for income taxes
    
253
      
(419
)
    
(600
)
    
321
  
Income (loss) from continuing operations
    
248
      
(511
)
    
(121
)
    
524
  
Discontinued operations
                                
Income (loss) on discontinued operations (net of tax)
    
(191
)
    
(10
)
    
(206
)
    
1,420
  
Net Income (loss)
  
$
57
    
$
(521
)
  
$
(327
)
  
$
1,944
  
Basic Earnings per Share:
                                
Income (loss) from continuing operations
    
0.02
      
(0.03
)
    
(0.01
)
    
0.03
  
Income (loss) from discontinued operations
    
(0.01
)
    
(0.00
)
    
(0.01
)
    
0.09
  
Net Income (loss)
  
$
0.00
    
$
(0.03
)
  
$
(0.02
)
  
$
0.13
  
Diluted Earnings per Share:
                                
Income (loss) from continuing operations
    
0.02
      
(0.03
)
    
(0.01
)
    
0.03
  
Income (loss) from discontinued operations
    
(0.01
)
    
(0.00
)
    
(0.01
)
    
0.09
  
Net Income (loss)
  
$
0.00
    
$
(0.03
)
  
$
(0.02
)
  
$
0.13
  
Weighted average shares outstanding
                                
Basic
    
15,171
      
15,098
      
15,162
      
15,091
  
Diluted
    
15,340
      
15,098
      
15,162
      
15,163
  





 
PAR TECHNOLOGY CORPORATION
  
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
  
(in thousands, except per share data)
  
 
  
   
   
   
 
   
  
For the six months ended June 30, 2013
    
 
   
  
 
Reported basis (GAAP)
    
 
 
Adjustments
    
Comparable basis (Non-GAAP)
    
For the six months ended June 30, 2012
  
 
  
   
   
   
 
Net revenues
  
$
126,190
      
-
    
$
126,190
    
$
117,678
  
Costs of sales
    
99,561
      
-
      
99,561
      
90,623
  
Gross Margin
    
26,629
      
-
      
26,629
      
27,055
  
 
                                
Operating Expenses
                                
Selling, general and administrative
    
19,699
      
772
      
18,927
      
19,434
  
Research and development
    
7,846
      
106
      
7,740
      
6,638
  
Amortization of identifiable intangible assets
    
-
      
-
      
-
      
303
  
Total operating expenses
    
27,545
      
878
      
26,667
      
26,375
  
 
                                
Operating income (loss) from continuing operations
    
(916
)
    
878
      
(38
)
    
680
  
Other income (expense), net
    
221
      
-
      
221
      
207
  
Interest expense
    
(26
)
    
-
      
(26
)
    
(42
)
Income (loss) from continuing operations before provision for income taxes
    
(721
)
    
878
      
157
      
845
  
Provision (benefit) for income taxes
    
(600
)
    
331
      
(269
)
    
321
  
Income (loss) from continuing operations
  
$
(121
)
  
$
547
    
$
426
    
$
524
  
Income (loss) from discontinued operations, (net of tax)
  
$
(206
)
          
$
(206
)
  
$
1,420
  
Net Income (loss)
  
$
(327
)
          
$
220
    
$
1,944
  
Income (loss) per diluted share from continuing operations
  
$
(0.01
)
          
$
0.03
    
$
0.03
  
Income (loss) per diluted share from discontinued operations
  
$
(0.01
)
          
$
(0.01
)
  
$
0.09
  
Income (loss) per diliuted share
  
$
(0.02
)
          
$
0.01
    
$
0.13
  
 
 
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 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.

During the year, the Company recorded total charges of $878,000.  The most significant of the charges was $607,000 of separation related costs.  In addition to this charge, the Company incurred legal costs of $271,000 associated with an intellectual property matter that was settled during the first quarter.  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.