PAR TECHNOLOGY CORP
10-Q, 1999-05-10
CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS)
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                       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 March 31, 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 April
30, 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 Months Ended March 31, 1999
                         and 1998

                      -  Consolidated Statement of Comprehensive Income for
                         the Three Months Ended March 31, 1999 and 1998

                      -  Consolidated Balance Sheet at     
                         March 31, 1999 and December 31, 1998

                      -  Consolidated Statement of Cash Flows
                         for the Three Months Ended
                         March 31, 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 Ended March 31,           
                                                    ------------------------------------           
                                                           1999          1998
                                                           ----          ----

<S>                                                      <C>           <C>        
Net revenues:
     Product .......................................     $ 22,045      $  7,961
     Service .......................................        8,666         6,955
     Contract ......................................        5,035         6,265
                                                         --------      --------
                                                           35,746        21,181
                                                         --------      --------
Costs of sales:
     Product .......................................       13,678         5,649
     Service .......................................        8,066         6,392
     Contract ......................................        4,756         5,982
                                                         --------      --------
                                                           26,500        18,023
                                                         --------      --------
           Gross margin ............................        9,246         3,158
                                                         --------      --------
Operating expenses:
     Selling, general and administrative ...........        5,739         4,569
     Research and development ......................        2,213         1,338
     Non-recurring benefit .........................         --            (100)
                                                         --------      --------
                                                            7,952         5,807
                                                         --------      --------
Income (loss) from operations ......................        1,294        (2,649)
Other income, net ..................................           49           145
Interest expense ...................................         (117)         --
                                                         --------      --------

Income (loss) before provision for income taxes ....        1,226        (2,504)
Provision (benefit) for income taxes ...............          460          (877)
                                                         --------      --------
Net income (loss) ..................................     $    766      $ (1,627)
                                                         ========      ========
Earnings (loss) per common share
     Diluted .......................................     $    .09      $   (.18)
                                                         ========      ========
     Basic .........................................     $    .09      $   (.18)
                                                         ========      ========
Weighted average shares outstanding
     Diluted .......................................        8,607         8,895
                                                         ========      ========
     Basic .........................................        8,482         8,895
                                                         ========      ========
</TABLE>

PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(In Thousands)
(Unaudited)              
<TABLE>
<CAPTION>
                                                   For the Three Months Ended March 31,      
                                                   ------------------------------------      
                                                            1999          1998   
                                                            ----          ----   

<S>                                                        <C>          <C>     
Net income (loss) ....................................     $   766      $(1,627)
Other comprehensive income (loss), net of tax:
     Foreign currency translation adjustments ........         (79)         206
                                                           -------      -------
Comprehensive income (loss) ..........................     $   687      $(1,421)
                                                           =======      =======
</TABLE>

<PAGE>

PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Thousands Except Share Amounts)
<TABLE>
<CAPTION>

                                                               March 31,
                                                                 1999     December 31,
Assets                                                        (Unaudited)     1998     
- ------                                                        -----------     ----
<S>                                                            <C>         <C>          
Current Assets:
     Cash ..................................................   $  1,163    $  1,298
     Accounts receivable-net ...............................     44,655      47,137
     Inventories ...........................................     32,991      27,260
     Deferred income taxes .................................      3,377       3,208
     Other current assets ..................................      1,531       1,367
                                                               --------    --------
         Total current assets ..............................     83,717      80,270

Property, plant and equipment - net ........................      8,441       8,465
Other assets ...............................................      4,505       4,691
                                                               --------    --------
                                                               $ 96,663    $ 93,426
                                                               ========    ========
Liabilities and Shareholders' Equity
Current Liabilities:
     Notes payable .........................................   $  8,617    $  7,387
     Accounts payable ......................................      9,901       9,789
     Accrued salaries and benefits .........................      5,131       4,731
     Accrued expenses ......................................      3,198       3,427
     Income taxes payable ..................................      1,266         273
     Deferred service revenue ..............................      5,302       4,376
                                                               --------    --------
         Total current liabilities .........................     33,415      29,983
                                                               --------    --------
Deferred income taxes ......................................        553         617
                                                               --------    --------

Shareholders' Equity:
     Common stock, $.02 par value,
       19,000,000 shares authorized;
       9,513,571 shares issued
       8,420,465 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 .....................................     40,988      40,222
     Accumulative comprehensive income .....................       (626)       (547)
       Treasury stock, at cost, 1,093,106 and 964,906 shares     (5,907)     (5,089)
                                                               --------    --------
         Total shareholders' equity ........................     62,695      62,826
                                                               --------    --------
Contingent liabilities
                                                               --------    --------
                                                               $ 96,663    $ 93,426
                                                               ========    ========
</TABLE>


<PAGE>

PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands)
(Unaudited)
<TABLE>

                                                                       For the Three Months Ended March 31,
                                                                       -----------------------------------
                                                                                   1999         1998
                                                                                ----------   ----------
<S>                                                                                <C>        <C>    
Cash flows from operating activities:
   Net income (loss) ...........................................................   $   766    $(1,627)
   Adjustments to reconcile net income to net cash
    provided by operating activities:
     Depreciation and amortization .............................................       638        542
     Provision for obsolete inventory ..........................................     1,115        655
     Translation adjustments ...................................................       (79)       206
    Increase (decrease) from changes in:
       Accounts receivable-net .................................................     2,482      3,321
       Inventories .............................................................    (6,846)      (299)
       Income tax refund claims ................................................      --         (653)
       Other current assets ....................................................      (164)       308
       Other assets ............................................................       (39)      (596)
       Accounts payable ........................................................       112     (4,637)
       Accrued salaries and benefits ...........................................       400        230
       Accrued expenses ........................................................      (229)       392
       Deferred service revenue ................................................       926       (139)
       Income taxes payable ....................................................       993       --
       Deferred income taxes ...................................................      (233)       173
                                                                                   -------    -------
        Net cash used by operating activities ..................................      (158)    (2,124)
                                                                                   -------    -------
   Cash flows from investing activities:
     Capital expenditures ......................................................      (305)      (427)
     Capitalization of software costs ..........................................       (84)      (261)
                                                                                   -------    -------
        Net cash used by investing activities ..................................      (389)      (688)
                                                                                   -------    -------
   Cash flows from financing activities:
     Net borrowings (payments) under line-of-credit agreements .................     1,230       (195)
     Proceeds from the exercise of stock options ...............................      --          100
     Acquisition of treasury stock .............................................      (818)      --
                                                                                   -------    -------
         Net cash provided (used) by financing activities ......................       412        (95)
                                                                                   -------    -------
    Net decrease in cash and cash equivalents ..................................      (135)    (2,907)
    Cash and cash equivalents at beginning of year .............................     1,298      3,977
                                                                                   -------    -------
    Cash and cash equivalents at end of period .................................   $ 1,163    $ 1,070
                                                                                   =======    =======
   Supplemental disclosures of cash flow information:  
   Cash paid during the year for:
     Interest ..................................................................   $   117    $     2
     Income taxes paid, net of refunds .........................................      (349)      (393)

</TABLE>
<PAGE>

                   PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.   The  statements  for the three  months  ended  March 31,  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 months ended March 31,
     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 of Point-Of-Sale  systems and other
     commercial products. The components of inventory,  net of related reserves,
     consist of the following:


                                                           (In Thousands)
                                                           --------------
<TABLE>
<CAPTION>

                                                    March 31,          December 31,
                                                      1999                1998     
                                                      ----                ----     

<S>                                                  <C>                 <C>    
Finished goods .........................             $ 9,763             $ 7,377
Work in process ........................               2,944               2,234
Component parts ........................               7,963               7,342
Service parts ..........................              12,321              10,307
                                                     -------             -------
                                                     $32,991             $27,260
                                                     =======             =======
</TABLE>


     At March 31, 1999 and December 31, 1998, the Company had recorded  reserves
     for obsolete inventory of $2,671,000 and $2,123,000, respectively.
<PAGE>


                   PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)



3.   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:
<TABLE>
<CAPTION>

                                                        Quarter ended March 31,
                                                            (In Thousands)                
                                                            --------------                
                                                        1999             1998      
                                                        ----             ---- 
<S>                                                   <C>              <C>          
Revenues:
     Transaction Processing ..................        $ 30,620         $ 14,860
     Government ..............................           5,035            6,265
     Vision ..................................              91               56
                                                      --------         --------
           Total .............................        $ 35,746         $ 21,181
                                                      ========         ========
Income (loss) from operations:
     Transaction Processing ..................        $  1,276         $ (2,654)
     Government ..............................             234              283
     Vision ..................................            (216)            (378)
     Nonrecurring benefit ....................            --                100
                                                      --------         --------
                                                         1,294           (2,649)
Other income, net ............................              49              145
Interest expense .............................            (117)            --
                                                      --------         --------
Income (loss) before provision
     for income taxes ........................        $  1,226         $ (2,504)
                                                      ========         ========
Depreciation and amortization:
     Transaction Processing ..................        $    513         $    356
     Government ..............................              29              107
     Vision ..................................              12               19
     Corporate ...............................              84               60
                                                      --------         --------
           Total .............................        $    638         $    542
                                                      ========         ========
Capital expenditures:
     Transaction Processing ..................        $    236         $    383
     Government ..............................            --                  5
     Vision ..................................              27                3
     Corporate ...............................              42               36
                                                      --------         --------
           Total .............................        $    305         $    427
                                                      ========         ========
</TABLE>

<TABLE>
<CAPTION>


                                                       March 31,      December 31,
                                                         1999             1998     
                                                       --------       ----------- 
<S>                                                     <C>              <C>        
Identifiable assets:
     Transaction Processing ..................          $86,791          $83,569
     Government ..............................            6,892            6,022
     Vision ..................................            1,267            1,520
     Corporate ...............................            1,713            2,315
                                                        -------          -------
           Total .............................          $96,663          $93,426
                                                        =======          =======
</TABLE>


<PAGE>

     The  following  table  presents  revenues by  geographic  area based on the
location of the use of the product or services.
<TABLE>
<CAPTION>

                                                       Quarter ended March 31,            
                                                           (In Thousands)                 
                                                           --------------                 
                                                      1999                1998     
                                                    --------            --------

<S>                                                  <C>                 <C>    
United States ..........................             $31,745             $17,817
Other Countries ........................               4,001               3,364
                                                     -------             -------
      Total ............................             $35,746             $21,181
                                                     =======             =======
</TABLE>


         The following  table presents  property by geographic area based on the
location of the asset.

<TABLE>
<CAPTION>

                                                    March 31,         December 31,
                                                      1999                1998     
                                                      ----                ----     

<S>                                                  <C>                 <C>    
United States ..........................             $89,510             $84,656
Other Countries ........................               7,153               8,770
                                                     -------             -------
      Total ............................             $96,663             $93,426
                                                     =======             =======
</TABLE>



         Customers  comprising  10% or more of the Company's  total revenues are
summarized as follows:
<TABLE>
<CAPTION>


                                                           Quarter ended March 31,       
                                                             1999           1998     
                                                             ----           ----
<S>                                                           <C>           <C>     
Transaction Processing segment:
    McDonald's Corporation .........................           47%           28%
    Tricon Corporation .............................           20%           26%
Government segment:
    Department of Defense ..........................           14%           30%
All Others .........................................           19%           16%
                                                              ---           ---
                                                              100%          100%
                                                              ===           ===

</TABLE>


     Substantially  all revenues  derived by the  Government  segment arise from
Federal government contracts, or subcontracts related thereto,  virtually all of
which are with the Department of Defense.



<PAGE>



 Item 2
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                          QUARTER ENDED MARCH 31, 1999
                                  COMPARED WITH
                          QUARTER ENDED MARCH 31, 1998


     The Company reported  revenues of $35.7 million for the first quarter ended
1999, an increase of 69% from the $21.2 million reported in 1998. Net income was
$766,000 or diluted  earnings per share of $.09 for 1999. This compares to a net
loss of $1.6 million or a diluted loss per share of $.18 for 1998.

     Product  revenues  were $22  million in 1999,  an increase of 177% from the
$8.0 million  recorded in 1998. This growth was led by increased  domestic sales
to  McDonald's  Corporation.  The  Company's  POS 4 hardware  products have been
approved and accepted by this major customer and meet the  requirements of their
"Made for You" initiative.  Higher sales to Tricon  Restaurants also contributed
to this  increase.  The Company also  recorded a 29%  increase in  international
product revenue with growth recorded in the Europe, South America and the Middle
East.  Burger  King and  McDonald's  were the  primary  international  customers
accounting for this increase.  The Company's  manufacturing/warehousing  product
line, which recently  received SAP certification for the latest release of their
R/3 ERP product, also contributed to this revenue growth.

     Customer  service  revenues  were $8.7 million in 1999,  an increase of 25%
from the $7.0  million in 1998.  The  primary  reason for this growth was higher
installation  revenue which is directly related to the increased product revenue
discussed  above.  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 million in 1999, a decrease of 20% when compared
to the $6.3 million  recorded in the same period in 1998.  This decrease was due
to the completion of major airfield  management contract in the third quarter of
1998.  This  decrease was  partially  offset by the recently  awarded $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 second half of 1999.

     Product  margins  were 38% for 1999  compared to 29% for the same period in
1998. This  improvement was due to favorable  product mix. The Company was still
selling  some older  product  lines with lower  margins in the first  quarter of
1998.
<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                          QUARTER ENDED MARCH 31, 1999
                                  COMPARED WITH
                          QUARTER ENDED MARCH 31, 1998


Additionally,   the  software  content  of  product  revenue  increased  in  the
transaction  processing  product  lines in the first  quarter  of 1999.  Savings
realized on certain component parts also contributed to the margin improvement.

     Customer service margins were 7% in 1999 compared to 8% 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,
coupled with the installation of a new service management system, will result in
lower costs and improved customer satisfaction in the future.

     Contract  margins were 5.5% in 1999 compared to 4.5% for the same period in
1998.  This increase is primarily due to contract mix.  Margins on the Company's
government contract business typically run between 5% and 6%.

     Selling,  general and  administrative  expenses  were $5.7  million in 1999
versus $4.6 million for the same period in 1998, an increase of 26%.  Consistent
with its growth plans,  the Company has expanded its sales force in both the POS
and Manufacturing/Warehouse areas.

     Research and development expenses were $2.2 million in 1999, an increase of
65% from the $1.3 million  recorded for the same period in 1998.  The Company is
increased its investment in POS software development, including applications for
the front and back of the store and for  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.

Liquidity and Capital Resources

     The Company's  primary source of liquidity has been from  operations.  Cash
used by operating activities was $158,000 in the first quarter of 1999, compared
to cash  used of $2.1  million  in  1998.    
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                          QUARTER ENDED MARCH 31, 1999
                                  COMPARED WITH
                          QUARTER ENDED MARCH 31, 1998

     During the first  quarter of 1999,  the  Company  increased  its  inventory
levels in  anticipation  of future demand and to meet the growing  service parts
requirements  as its  customer  base  increases.  This was  partially  offset by
accounts receivable collections,  net income for the period and a federal income
tax refund. Cash flow in the first quarter of 1998 was impacted primarily by the
timing of  accounts  payable  disbursements,  offset by  collection  of accounts
receivable.

     Cash used in investing  activities  was  $389,000 for the first  quarter of
1999 compared to $688,000 in 1998. In 1999,  capital  expenditures  were for the
continued upgrade to the Company's customer service center and for PC equipment.
In 1998,  capital  expenditures  were  primarily  for upgrades to the  Company's
customer service center and for manufacturing equipment.

     Cash provided by financing activities was $412,000 for the first quarter of
1999  compared to cash used of $95,000 in 1998.  In 1999,  the Company  received
advances  on its  lines of  credit  totaling  $1.2  million.  The  Company  also
repurchased  128,200  shares of its stock for  $818,000.  In 1998,  the  Company
repaid its  line-of-credit  indebtedness of $195,000 and received  $100,000 from
the exercise of employee stock options.

     The Company has line-of-credit agreements, which aggregate $35 million with
certain banks, of which $26.4 million were unused at March 31, 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.
<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                          QUARTER ENDED MARCH 31, 1999
                                  COMPARED WITH
                          QUARTER ENDED MARCH 31, 1998


     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.

     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 second quarter
of 1999.
<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                          QUARTER ENDED MARCH 31, 1999
                                  COMPARED WITH
                          QUARTER ENDED MARCH 31, 1998

     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  second  quarter  of 1999.  The  Company  estimates  the  remaining  cost of
resolving Year 2000 issues will be approximately  $850,000.  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.

Other  Matters  

     Inflation  had little effect on revenues and related costs during the first
quarter 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
$8.6 million at March 31, 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

<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                          QUARTER ENDED MARCH 31, 1999
                                  COMPARED WITH
                          QUARTER ENDED MARCH 31, 1998

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 first 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:    May 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 March 31,
                                                              ---------------
                                                             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 during the quarter .............................        --             31

Weighted average shares of
treasury stock acquired ...............................         (67)        --

Incremental shares of common stock
outstanding giving effect to stock options ............         125         --
                                                             ------       ------

Weighted balance - end of period ......................       8,607        8,895
                                                             ======       ======
</TABLE>


<PAGE>


                                   Exhibit 11


                    COMPUTATION OF WEIGHTED AVERAGE NUMBER OF
                             SHARES OF COMMON STOCK
                                 (In Thousands)


<TABLE>
<CAPTION>


                                                            For the Three Months 
                                                               Ended March 31,
                                                               ---------------
                                                             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 during the quarter ...........................         --              31

Weighted average shares of
treasury stock acquired .............................          (67)         --
                                                            ------        ------

Weighted balance - end of period ....................        8,482         8,895
                                                            ======        ======
</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     5
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                         DEC-31-1999
<PERIOD-END>                              MAR-31-1999
<CASH>                                          1,163
<SECURITIES>                                        0
<RECEIVABLES>                                  44,655
<ALLOWANCES>                                        0
<INVENTORY>                                    32,991
<CURRENT-ASSETS>                               83,717
<PP&E>                                          8,441
<DEPRECIATION>                                      0
<TOTAL-ASSETS>                                 96,663
<CURRENT-LIABILITIES>                          33,415
<BONDS>                                             0
                               0
                                         0
<COMMON>                                          190
<OTHER-SE>                                     62,505
<TOTAL-LIABILITY-AND-EQUITY>                   96,663
<SALES>                                        22,045
<TOTAL-REVENUES>                               35,746
<CGS>                                          13,678
<TOTAL-COSTS>                                  26,500
<OTHER-EXPENSES>                                2,213
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                                  0
<INCOME-PRETAX>                                 1,226
<INCOME-TAX>                                      460
<INCOME-CONTINUING>                               766
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                      766
<EPS-PRIMARY>                                     .09
<EPS-DILUTED>                                     .09
        






</TABLE>


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