SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 1999. Commission File Number 1-9720
OR
[ ] TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From __________ to __________
Commission File Number __________
PAR TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 16-1434688
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
PAR Technology Park
8383 Seneca Turnpike
New Hartford, NY 13413-4991
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (315) 738-0600
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No
The number of shares outstanding of registrant's common stock, as of August
6, 1999 - 8,411,365 shares.
<PAGE>
PAR TECHNOLOGY CORPORATION
TABLE OF CONTENTS
FORM 10-Q
PART 1
FINANCIAL INFORMATION
Item Number
-----------
Item 1. Financial Statements
- Consolidated Statement of Income for
the Three and Six Months Ended June 30, 1999 and 1998
- Consolidated Statement of Comprehensive Income for
the Three and Six Months Ended June 30, 1999 and 1998
- Consolidated Balance Sheet at
June 30, 1999 and December 31, 1998
- Consolidated Statement of Cash Flows
for the Six Months Ended
June 30, 1999 and 1998
- Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Signatures
Exhibit Index
<PAGE>
Item 1.
Financial Statements
PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(In Thousands Except Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
For the three months For the six months
ended June 30, ended June 30,
----------------------- -----------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net revenues:
Product ........................... $ 24,319 $ 11,955 $ 46,364 $ 19,916
Service ........................... 9,422 7,250 18,088 14,205
Contract .......................... 5,210 6,772 10,245 13,037
-------- -------- -------- --------
38,951 25,977 74,697 47,158
-------- -------- -------- --------
Costs of sales:
Product ........................... 15,907 9,025 29,585 14,674
Service ........................... 8,219 6,177 16,285 12,569
Contract .......................... 4,796 5,992 9,552 11,974
-------- -------- -------- --------
28,922 21,194 55,422 39,217
-------- -------- -------- --------
Gross margin ................ 10,029 4,783 19,275 7,941
-------- -------- -------- --------
Operating expenses:
Selling, general and administrative 5,757 4,660 11,496 9,229
Research and development .......... 2,335 1,538 4,548 2,876
Non-recurring benefit ............. -- (550) -- (650)
-------- -------- -------- --------
8,092 5,648 16,044 11,455
-------- -------- -------- --------
Income (loss) from operations .......... 1,937 (865) 3,231 (3,514)
Other income, net ...................... 47 166 96 311
Interest expense ....................... (150) -- (267) --
-------- -------- -------- --------
Income (loss) before provision for
income taxes ......................... 1,834 (699) 3,060 (3,203)
Provision (benefit) for income taxes ... 660 (254) 1,120 (1,131)
-------- -------- -------- --------
Net income (loss) ...................... $ 1,174 $ (445) $ 1,940 $ (2,072)
======== ======== ======== ========
Basic and Diluted earnings (loss) per
common share ......................... $ .14 $ (.05) $ .23 $ (.23)
======== ======== ======== ========
Weighted average shares outstanding
Diluted ........................... 8,546 8,897 8,575 8,896
======== ======== ======== ========
Basic ............................. 8,414 8,897 8,448 8,896
======== ======== ======== ========
</TABLE>
PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the three months For the six months
ended June 30, ended June 30,
----------------------- -----------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net income (loss) ...................... $ 1,174 $ (445) $ 1,940 $(2,072)
Other comprehensive income (loss),
net of tax:
Foreign currency translation
adjustments ...................... 42 (197) (37) 9
------- ------- ------- -------
Comprehensive income (loss) ............ $ 1,216 $ (642) $ 1,903 $(2,063)
======= ======= ======= =======
</TABLE>
<PAGE>
PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Thousands Except Share Amounts)
<TABLE>
<CAPTION>
June 30,
1999 December 31,
Assets (Unaudited) 1998
- ------ ----------- -----------
<S> <C> <C>
Current Assets:
Cash ................................................ $ 1,040 $ 1,298
Accounts receivable-net ............................. 43,433 47,137
Inventories ......................................... 31,962 27,260
Deferred income taxes ............................... 3,498 3,208
Other current assets ................................ 1,452 1,367
-------- --------
Total current assets ............................ 81,385 80,270
Property, plant and equipment - net ...................... 8,731 8,465
Other assets ............................................. 4,289 4,691
-------- --------
$ 94,405 $ 93,426
======== ========
Liabilities and Shareholders' Equity
Current Liabilities:
Notes payable ....................................... $ 5,626 $ 7,387
Accounts payable .................................... 7,562 9,789
Accrued salaries and benefits ....................... 5,408 4,731
Accrued expenses .................................... 3,639 3,427
Income taxes payable ................................ 2,025 273
Deferred service revenue ............................ 5,803 4,376
-------- --------
Total current liabilities ....................... 30,063 29,983
-------- --------
Deferred income taxes .................................... 491 617
-------- --------
Shareholders' Equity:
Common stock, $.02 par value,
19,000,000 shares authorized;
9,513,571 shares issued
8,411,365 and 8,548,665 outstanding ............... 190 190
Preferred stock, $.02 par value,
1,000,000 shares authorized ....................... -- --
Capital in excess of par value ...................... 28,050 28,050
Retained earnings ................................... 42,162 40,222
Accumulative comprehensive income ................... (584) (547)
Treasury stock, at cost, 1,102,206 and 964,906 shares (5,967) (5,089)
-------- --------
Total shareholders' equity ...................... 63,851 62,826
-------- --------
$ 94,405 $ 93,426
======== ========
</TABLE>
<PAGE>
PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the six months ended June 30,
---------------------------------
1999 1998
------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) ................................ $ 1,940 $(2,072)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization .................. 1,311 1,045
Provision for obsolete inventory ............... 1,855 1,292
Translation adjustments ........................ (37) 9
Increase (decrease) from changes in:
Accounts receivable-net ...................... 3,704 3,212
Inventories .................................. (6,557) 603
Income tax refund claims ..................... -- (94)
Other current assets ......................... (85) 311
Other assets ................................. (50) (582)
Accounts payable ............................. (2,227) (3,314)
Accrued salaries and benefits ................ 677 307
Accrued expenses ............................. 212 (301)
Income taxes payable ......................... 1,752 --
Deferred service revenue ..................... 1,427 (23)
Deferred income taxes ........................ (416) 984
------- -------
Net cash provided by operating activities ... 3,506 1,377
------- -------
Cash flows from investing activities:
Capital expenditures ........................... (936) (1,729)
Capitalization of software costs ............... (189) (447)
------- -------
Net cash used in investing activities ....... (1,125) (2,176)
------- -------
Cash flows from financing activities:
Net payments under line-of-credit agreements ... (1,761) (195)
Proceeds from the exercise of stock options .... -- 100
Acquisition of treasury stock .................. (878) --
Net cash used in financing activities ...... (2,639) (95)
------- -------
Net decrease in cash and cash equivalents ....... (258) (894)
Cash and cash equivalents at beginning of year .. 1,298 3,977
------- -------
Cash and cash equivalents at end of period ...... $ 1,040 $ 3,083
======= =======
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest ....................................... $ 265 $ 2
Income taxes, net of refunds ................... (292) (2,057)
</TABLE>
<PAGE>
PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The statements for the three and six months ended June 30, 1999 and 1998
are unaudited; in the opinion of the Company such unaudited statements
include all adjustments (which comprise only normal recurring accruals)
necessary for a fair presentation of the results for such periods. The
consolidated financial statements for the year ending December 31, 1999 are
subject to adjustment at the end of the year when they will be audited by
independent accountants. The results of operations for the three and six
months ended June 30, 1999 are not necessarily indicative of the results of
operations to be expected for the year ending December 31, 1999. The
consolidated financial statements and notes thereto should be read in
conjunction with the financial statements and notes for the years ended in
December 31, 1998 and 1997 included in the Company's December 31, 1998
Annual Report to the Securities and Exchange Commission on Form 10-K.
Earnings per share are based on the weighted average number of shares
outstanding plus common stock equivalents under the Company's stock option
plans.
2. Inventories are used in the manufacture and service of Transaction
Processing products. The components of inventory, net of related reserves,
consist of the following:
(In Thousands)
--------------
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
------- ------------
<S> <C> <C>
Finished goods ............... $ 7,769 $ 7,377
Work in process .............. 2,558 2,234
Component parts .............. 7,040 7,342
Service parts ................ 14,595 10,307
------- -------
$31,962 $27,260
======= =======
</TABLE>
At June 30, 1999 and December 31, 1998, the Company had recorded reserves
for obsolete inventory of $2,524,000 and $2,123,000, respectively.
<PAGE>
PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
3. Reclassifications
Certain reclassifications have been made to conform to the prior period
financial statements with the current year presentation.
4. The Company's reportable segments are strategic business units that have
separate management teams and infrastructures that offer different products
and services. The Company has three reportable segments. The Transaction
Processing segment offers integrated solutions to the restaurant and
manufacturing/warehousing industries. These offerings include industry
leading hardware and software applications utilized at the point-of-sale,
back of store, corporate office and in the manufacturing/warehousing
environment. This segment also offers customer support including field
service, installation, twenty-four hour telephone support and depot repair.
The Government segment designs and implements advanced technology computer
software systems primarily for military and intelligence agency
applications. It provides services for operating and maintaining certain
U.S. Government-owned test sites, and for planning, executing and
evaluating experiments involving new or advanced radar systems. The Vision
segment designs, manufactures, sells, installs and services image
processing systems for the food-processing industry. Inter-segment sales
and transfers are not material.
<PAGE>
Information as to the Company's operations in these three segments is set
forth below (in thousands):
<TABLE>
<CAPTION>
For the three months For the six months
ended June 30, ended June 30,
-------------------- --------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Transaction Processing .. $ 33,369 $ 19,093 $ 63,989 $ 33,953
Government .............. 5,210 6,772 10,245 13,037
Vision .................. 372 112 463 168
-------- -------- -------- --------
Total ............. $ 38,951 $ 25,977 $ 74,697 $ 47,158
======== ======== ======== ========
Income (loss) from operations:
Transaction Processing .. $ 1,511 $ (2,091) $ 2,787 $ (4,745)
Government .............. 414 879 648 1,162
Vision .................. 12 (203) (204) (581)
Nonrecurring benefit .... -- 550 -- 650
-------- -------- -------- --------
1,937 (865) 3,231 (3,514)
Other income, net ............ 47 166 96 311
Interest expense ............. (150) -- (267) --
-------- -------- -------- --------
Income (loss) before provision
for income taxes ........ $ 1,834 $ (699) $ 3,060 $ (3,203)
======== ======== ======== ========
Depreciation and amortization:
Transaction Processing .. $ 525 $ 378 $ 1,038 $ 774
Government .............. 46 35 75 70
Vision .................. 12 24 24 47
Corporate ............... 90 66 174 154
-------- -------- -------- --------
Total ............. $ 673 $ 503 $ 1,311 $ 1,045
======== ======== ======== ========
Capital expenditures:
Transaction Processing .. $ 204 $ 1,268 $ 440 $ 1,651
Government .............. 197 7 197 12
Vision .................. 7 5 34 8
Corporate ............... 223 22 265 58
-------- -------- -------- --------
Total ............. $ 631 $ 1,302 $ 936 $ 1,729
======== ======== ======== ========
</TABLE>
The following table presents revenues by geographic area based on the
location of the use of the product or services.
<TABLE>
<CAPTION>
For the three months For the six months
ended June 30, ended June 30,
--------------------- ---------------------
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
United States .......... $33,136 $21,656 $64,881 $39,473
Other Countries ........ 5,815 4,321 9,816 7,685
------- ------- ------- -------
Total ............ $38,951 $25,977 $74,697 $47,158
======= ======= ======= =======
</TABLE>
<PAGE>
Customers comprising 10% or more of the Company's total revenues are
summarized as follows:
<TABLE>
<CAPTION>
For the three months For the six months
ended June 30, ended June 30,
-------------------- ------------------
1999 1998 1999 1998
------- ------- ------- --------
<S> <C> <C> <C> <C>
Transaction Processing Segment:
McDonald's Corporation ............ 42% 34% 46% 31%
Tricon Corporation ................ 23% 21% 21% 23%
Government Segment:
Department of Defense ............. 13% 26% 14% 28%
All Others ............................. 22% 19% 19% 18%
--- --- --- ---
100% 100% 100% 100%
=== === === ===
</TABLE>
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
-------- -----------
<S> <C> <C>
Identifiable assets:
Transaction Processing .................. $84,557 $83,569
Government .............................. 7,026 6,022
Vision .................................. 1,489 1,520
Corporate ............................... 1,333 2,315
------- -------
Total ............................. $94,405 $93,426
======= =======
</TABLE>
The following table presents property by geographic area based on the
location of the asset.
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
------- -----------
<S> <C> <C>
United States .......................... $86,279 $84,656
Other Countries ........................ 8,126 8,770
------- -------
Total ............................ $94,405 $93,426
======= =======
</TABLE>
<PAGE>
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUARTER ENDED JUNE 30, 1999
COMPARED WITH
QUARTER ENDED JUNE 30, 1998
The Company reported revenues of $39 million for the second quarter ended
June 30, 1999, an increase of 50% from the $26 million reported in the second
quarter of 1998. Net income was $1.2 million or diluted earnings per share of
$.14 for 1999. This compares to a net loss of $445,000 or a diluted loss per
share of $.05 for 1998.
Product revenues were $24.3 million in 1999, an increase of 103% from the
$12 million recorded in 1998. This growth was led by increased domestic sales to
McDonald's Corporation. McDonald's "Made for You" initiative has been driving
the demand for the Company's products. Higher domestic sales to Tricon
Restaurants also contributed to this increase. Additionally, the Company
recorded a 40% increase in international product revenue with growth in Europe,
Mexico and the Middle East. McDonald's and Burger King were the primary
customers in these international markets. Revenue from the Company's
manufacturing/warehousing product line increased 166% as a result of its latest
software application release receiving SAP certification. The Company's
customers in this area include Boeing, Raytheon and Rapistan.
Customer service revenues were $9.4 million in 1999, an increase of 30%
from the $7.3 million in 1998. The Company recorded higher installation revenue
which is directly related to the growth in product revenue discussed above. An
increase in Help Desk support revenue was also a contributing factor to the
revenue growth. The Company's service offerings include installation,
twenty-four hour help desk support and various field and on-site service
options.
Contract revenues were $5.2 million in 1999, a decrease of 23% when
compared to the $6.8 million recorded in the same period in 1998. This decrease
was due to the completion of a major airfield management contract in the third
quarter of 1998. This decrease was partially offset by a $9 million multi-year
contract for our Cargo*Mate identification and monitoring system from the
Department of Transportation. The Company anticipates a return to growth in this
business in the fourth quarter of 1999.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUARTER ENDED JUNE 30, 1999
COMPARED WITH
QUARTER ENDED JUNE 30, 1998
Product margins were 35% for 1999 compared to 25% for the same period in
1998. This improvement was due to several factors. The Company benefited from
lower component costs and other manufacturing efficiencies due to the increased
volume of production. Additionally, the software content of product revenue
increased in the second quarter of 1999 when compared to the same period in
1998.
Customer service margins were 13% in the second quarter of 1999 compared to
15% for the same period in 1998. The Company is continuing its investments in
service personnel, training and service integration and help desk capabilities.
These initiatives, will enable the Company to support its expanding customer
base, maintain its high level of customer satisfaction and improve margins.
Contract margins were 8% in 1999 compared to 12% for the same period in
1998. The 1998 margins were higher than normal due to a retroactive fee
adjustment on a contract.
Selling, general and administrative expenses were $5.8 million in 1999
versus $4.7 million for the same period in 1998, an increase of 24%. Consistent
with its growth plans, the Company has expanded its sales force and increased
its marketing efforts in both the POS and Manufacturing/Warehousing areas.
Research and development expenses were $2.3 million in 1999, an increase of
52% from the $1.5 million recorded for the same period in 1998. The Company has
increased its investment in POS software development, including numerous store
applications and interfacing store information to the home office. The Company
is also investing in software products for interface with SAP enterprise
solutions. Research and development costs attributable to government contracts
are included in cost of contract revenues.
Interest expense represents interest charged on the Company's short-term
borrowing requirements from banks.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1999
COMPARED WITH
SIX MONTHS ENDED JUNE 30, 1998
The Company reported revenues of $74.7 million for the six months ended
1999, an increase of 58% from the $47.2 million reported in 1998. Net income was
$1.9 million or diluted earnings per share of $.23 for 1999. This compares to a
net loss of $2.1 million or a diluted loss per share of $.23 for 1998.
Product revenues were $46.4 million in 1999, an increase of 133% from the
$19.9 million recorded in 1998. This growth was led by increased domestic sales
to McDonald's Corporation, Tricon Restaurants and increased sales of the
Company's manufacturing/warehousing products. The Company also recorded a 35%
increase in international product revenue with growth recorded in several areas
including Europe, the Middle East, Mexico and Australia.
Customer service revenues were $18.1 million in 1999, an increase of 27%
from the $14.2 million in 1998. The primary reason for this growth was higher
installation revenue which is directly related to the increased product revenue
discussed above. Increases in help desk and supply sales also contributed to
this growth.
Contract revenues were $10.2 million in 1999, a decrease of 21% when
compared to the $13 million recorded in the same period in 1998. This decrease
was due to the completion of a major airfield management contract in the third
quarter of 1998. This decrease was partially offset by the Cargo*Mate contract
discussed previously.
Product margins were 36% for 1999 compared to 26% for the same period in
1998. The improved margins were primarily due to lower component costs,
favorable product mix and increased software content in 1999. The Company was
still selling some older product lines with lower margins in the first half of
1998.
Customer service margins were 10% for 1999 compared to 12% for the same
period in 1998. The Company's investment in its service capabilities continued
in the first half of 1999.
Contract margins were 7% in 1999 compared to 8% for the same period in
1998. As discussed previously, the 1998 margin included the benefit of a
retroactive fee adjustment on a contract.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1999
COMPARED WITH
SIX MONTHS ENDED JUNE 30, 1998
Selling, general and administrative expenses were $11.5 million in 1999
versus $9.2 million for the same period in 1998, an increase of 25%. The Company
is continuing to expand its sales and marketing capabilities in both the POS and
Manufacturing/Warehouse areas.
Research and development expenses were $4.5 million in 1999, an increase of
58% from the $2.9 million recorded for the same period in 1998. The Company is
investing in POS software applications and software products for interface with
SAP enterprise solutions.
Interest expense represents interest charged on the Company's short-term
borrowing requirements from banks.
Liquidity and Capital Resources
The Company's primary source of liquidity has been from operations. Cash
provided by operating activities was $3.5 million in the first six months of
1999, compared to $1.4 million in 1998. During the first half of 1999, cash flow
benefited from the collection of accounts receivable, net income for the period
and a federal income tax refund. This was partially offset by the increase in
inventory levels in anticipation of future demand and to meet the growing
service parts requirements as the Company's customer base increases. In 1998,
the Company's cash flow benefited from the collection of accounts receivable, a
reduction of inventory and the receipt of $1.7 million federal tax refund
pertaining to utilization of 1997's net operating loss.
Cash used in investing activities was $1.1 million for the first six months
of 1999 compared to $2.2 million in 1998. In 1999, capital expenditures were for
the continued upgrade to the Company's customer service center, for PC equipment
and for research and development equipment. In 1998, capital expenditures were
primarily for upgrades to the Company's customer service center and for
manufacturing equipment.
Cash used in financing activities was $2.6 million for 1999 compared to
$95,000 in 1998. In 1999, the Company reduced its lines of credit obligations by
$1.8 million. The Company also repurchased 137,300 shares of its stock for
$878,000. In 1998, the Company repaid $195,000 line-of-credit indebtedness and
received $100,000 from the exercise of employee stock options.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1999
COMPARED WITH
SIX MONTHS ENDED JUNE 30, 1998
The Company has line-of-credit agreements, which aggregate $35 million with
certain banks, of which $29.4 million were unused at June 30, 1999. The Company
believes that it has adequate financial resources to meet its future liquidity
and capital requirements.
Year 2000 Disclosure-- The "Year 2000 problem" exists because many computer
programs use only the last two digits to refer to a year. Therefore these
computer programs do not properly recognize a year beginning with "20", instead
of the familiar "19". The Year 2000 problem affects virtually all computer
systems, processes, and products in all segments of society.
The Company has identified the following areas which could be impacted by
the Year 2000 issue. They are: Company products, internally used systems and
software, and products or services provided by key third parties or business
partners. If the Company experiences Year 2000 issues resulting from failures in
any of these areas, the results could conceivably have a material adverse effect
on the Company.
In 1997, the Company established a corporate-wide program to address the
Year 2000 issue. The objective of this program is to identify, assess, and
address any issues associated with its infrastructure, operations, and products
in transitioning to Year 2000. The Company's cross-functional Year 2000 Task
Force includes senior management personnel who have responsibility for ensuring
Year 2000 program tasks are completed in support of all PAR business functions
and locations. Year 2000 progress reports are also presented regularly to
executive management and the Company's Board of Directors.
The multi-phase Year 2000 program includes: (1) education of Company
personnel on the Year 2000 and its effects, (2) identification of systems,
suppliers of goods and services, and business partners with potential Year 2000
issues relating to the Company's internal operations as well as the creation and
support of its products, (3) assessment of internal systems and products, as
well as inquiries to outside parties to ascertain Year 2000 readiness, (4)
resolution and contingency planning for any items identified as having Year 2000
issues, and (5) post implementation follow-up.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1999
COMPARED WITH
SIX MONTHS ENDED JUNE 30, 1998
The Company is currently in Phase 4 of its program and anticipates
completion of this phase by the third quarter of 1999. The Company has
established a site on its web page dedicated to Year 2000 Readiness Disclosure.
This site is a culmination of Company product analysis and testing results, and
can be found at http://www.partech.com/.
The Company has undergone a review of its internal systems including those
which support manufacturing, financial, and general business operations. As a
result, the Company has identified some systems which require upgrades to be
Year 2000 ready, including certain business software applications. The business
application upgrades are in progress, and are accommodated by existing software
maintenance contracts with outside providers. The Company anticipates that it
will complete its review of its internal systems and expects that all necessary
upgrades to ensure Year 2000 compliance will be completed by the third quarter
of 1999.
The Company's analysis to date of key third parties has not revealed any
issues which would prevent them from continuing to provide products and services
through the Year 2000 transition. Such analysis has included telephone and
written inquiries to third parties. As the assessment continues, the Company
will determine its vulnerability and establish contingency plans where required
and possible. The Company expects any such contingency plans to be developed by
the third quarter of 1999. The Company estimates the remaining cost of resolving
Year 2000 issues will be approximately $750,000. This will be funded by existing
financial resources. The costs to date associated with the Year 2000 effort
represent a reallocation of existing Company resources. However failure, delays
or increased costs experienced by the Company could have a material adverse
effect on the Company's results of operations or financial condition.
Additionally the Company cannot guarantee that third parties, upon which the
Company relies, will be able to adequately assess and address their Year 2000
compliance issues in a timely manner, the effects of which may also have an
adverse impact on the Company's results of operations. As a consequence, the
Company can give no assurances that issues related to Year 2000 will not have a
material adverse effect on future results of operations or financial condition.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1999
COMPARED WITH
SIX MONTHS ENDED JUNE 30, 1998
Other Matters
Inflation had little effect on revenues and related costs during the six
months of 1999. Management anticipates that margins will be maintained at
acceptable levels to minimize the effects of inflation, if any.
The Company has total interest bearing short-term debt of approximately
$5.6 million at June 30, 1999. Management believes that increases in short-term
rates could have an adverse effect on the Company's 1999 results.
Management believes that foreign currency fluctuations should not have a
significant impact on gross margins due to the low volume of business affected
by foreign currencies.
Important Factors Regarding Future Results
Information provided by the Company, including information contained in
this report, or by its spokespersons from time to time may contain
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, further 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, Year 2000
compliance risks and other risks detailed in the Company's filings with the
Securities and Exchange Commission.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
List of Exhibits
Exhibit No. Description of Instrument
----------- -------------------------
11 Statement re computation of per-share earnings
Reports on Form 8-K
None during the second quarter of 1999.
<PAGE>
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: August 10, 1999
RONALD J. CASCIANO
------------------
Ronald J. Casciano
Vice President, Chief Financial Officer
and Treasurer
Exhibit Index
Exhibit
Number
------
11 - Statement re computation
of per-share earnings
<PAGE>
Exhibit 11
COMPUTATION OF WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK
(In Thousands)
<TABLE>
<CAPTION>
For the three months ended June 30,
-----------------------------------
1999 1998
-------- --------
<S> <C> <C>
Diluted Earnings Per Share:
Weighted average shares of
Common stock outstanding:
Balance outstanding - beginning of period ........... 8,420 8,897
Weighted average shares of
treasury stock acquired ............................. (6) --
Incremental shares of common stock
outstanding giving effect to stock options .......... 132 --
------ ------
Weighted balance - end of period .................... 8,546 8,897
====== ======
</TABLE>
<TABLE>
<CAPTION>
For the three months ended June 30,
-----------------------------------
1999 1998
-------- --------
<S> <C> <C>
Basic Earnings Per Share:
Weighted average shares of
Common stock outstanding:
Balance outstanding - beginning of period ........... 8,420 8,897
Weighted average shares of
treasury stock acquired ............................. (6) --
------ ------
Weighted balance - end of period .................... 8,414 8,897
====== ======
</TABLE>
<PAGE>
Exhibit 11
COMPUTATION OF WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK
(In Thousands)
<TABLE>
<CAPTION>
For the three months ended June 30,
-----------------------------------
1999 1998
-------- --------
<S> <C> <C>
Diluted Earnings Per Share:
Weighted average shares of
Common stock outstanding:
Balance outstanding - beginning of period ........... 8,549 8,864
Weighted average shares issued ...................... -- 32
Weighted average shares of
treasury stock acquired ............................. (101) --
Incremental shares of common stock
outstanding giving effect to stock options .......... 127 --
------ ------
Weighted balance - end of period .................... 8,575 8,896
====== ======
</TABLE>
<TABLE>
<CAPTION>
For the three months ended June 30,
-----------------------------------
1999 1998
-------- --------
<S> <C> <C>
Basic Earnings Per Share:
Weighted average shares of
Common stock outstanding:
Balance outstanding - beginning of period ........... 8,549 8,864
Weighted average shares issued ...................... -- 32
Weighted average shares of
treasury stock acquired ............................. (101) --
------ ------
Weighted balance - end of period .................... 8,448 8,896
====== ======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,040
<SECURITIES> 0
<RECEIVABLES> 43,433
<ALLOWANCES> 0
<INVENTORY> 31,962
<CURRENT-ASSETS> 81,385
<PP&E> 8,731
<DEPRECIATION> 0
<TOTAL-ASSETS> 94,405
<CURRENT-LIABILITIES> 30,063
<BONDS> 0
0
0
<COMMON> 190
<OTHER-SE> 63,661
<TOTAL-LIABILITY-AND-EQUITY> 94,405
<SALES> 46,364
<TOTAL-REVENUES> 74,697
<CGS> 29,585
<TOTAL-COSTS> 55,422
<OTHER-EXPENSES> 4,548
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,060
<INCOME-TAX> 1,120
<INCOME-CONTINUING> 1,940
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,940
<EPS-BASIC> .23
<EPS-DILUTED> .23
</TABLE>
