PAR TECHNOLOGY CORP
10-Q, 2000-11-13
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 September 30, 2000. 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
October 31, 2000 - 7,723,005 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 Nine Months Ended September 30, 2000 and 1999

                  -  Consolidated Statement of Comprehensive Income for
                     the Three and Nine Months Ended September 30, 2000 and 1999

                  -  Consolidated Balance Sheet at
                     September 30, 2000 and December 31, 1999

                  -  Consolidated Statement of Cash Flows
                     for the Nine Months Ended September 30, 2000 and 1999

                  -  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 nine months
                                             ended September 30,      ended September 30,
                                           ----------------------    ----------------------
                                              2000         1999         2000         1999
                                           ---------    ---------    ---------    ---------
<S>                                        <C>          <C>          <C>          <C>
Net revenues:
     Product ...........................   $  13,750    $  19,226    $  30,681    $  65,590
     Service ...........................       8,808        8,674       23,360       26,762
     Contract ..........................       6,400        4,682       18,482       14,927
                                           ---------    ---------    ---------    ---------
                                              28,958       32,582       72,523      107,279
                                           ---------    ---------    ---------    ---------
Costs of sales:
     Product ...........................      10,336       12,331       23,892       41,916
     Service ...........................       6,564        8,237       20,668       24,522
     Contract ..........................       5,949        4,455       17,262       14,007
                                           ---------    ---------    ---------    ---------
                                              22,849       25,023       61,822       80,445
                                           ---------    ---------    ---------    ---------
           Gross margin ................       6,109        7,559       10,701       26,834
                                           ---------    ---------    ---------    ---------
Operating expenses:
     Selling, general and administrative       5,224        5,289       17,294       16,785
     Research and development ..........       2,630        2,003        7,155        6,551
     Nonrecurring charge ...............         300         --            300         --
                                           ---------    ---------    ---------    ---------
                                               8,154        7,292       24,749       23,336
                                           ---------    ---------    ---------    ---------
Income (loss) from operations ..........      (2,045)         267      (14,048)       3,498
Other income, net ......................         135          238          232          334
Interest expense .......................        (302)        (101)        (657)        (368)
                                           ---------    ---------    ---------    ---------
Income (loss) before provision for
     income taxes ......................      (2,212)         404      (14,473)       3,464
Provision (benefit) for income taxes ...      (1,033)        (349)      (5,519)         771
                                           ---------    ---------    ---------    ---------
Net income (loss) ......................   $  (1,179)   $     753    $  (8,954)   $   2,693
                                           =========    =========    =========    =========
Earnings (loss) per share
     Diluted ...........................   $    (.15)   $     .09    $   (1.13)   $     .31
                                           =========    =========    =========    =========
     Basic .............................   $    (.15)   $     .09    $   (1.13)   $     .32
                                           =========    =========    =========    =========
Weighted average shares outstanding
     Diluted ...........................       7,775        8,595        7,891        8,580
                                           =========    =========    =========    =========
     Basic .............................       7,775        8,412        7,891        8,435
                                           =========    =========    =========    =========
</TABLE>

<PAGE>

PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>

                                            For the three months     For the nine months
                                             ended September 30,      ended September 30,
                                           ----------------------    ----------------------
                                              2000         1999         2000         1999
                                           ---------    ---------    ---------    ---------
<S>                                        <C>          <C>          <C>          <C>
Net income (loss) ......................   $  (1,179)   $     753    $  (8,954)   $   2,693
   Other comprehensive income (loss),
   net of tax:
     Foreign currency translation
     adjustments .......................        (198)         (48)        (672)        (85)
                                           ---------    ---------    ---------    --------
Comprehensive income (loss) ............   $  (1,377)   $     705    $  (9,626)   $  2,608
                                           =========    =========    =========    ========

</TABLE>

<PAGE>


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

                                           September 30,
                                              2000       December 31,
Assets                                      (Unaudited)     1999
                                           -----------   -----------
<S>                                          <C>         <C>
Current Assets:
     Cash ................................   $    555    $    953
     Accounts receivable-net .............     31,042      37,436
     Inventories .........................     28,567      28,164
     Income tax refund claims ............       --           133
     Deferred income taxes ...............      8,265       3,442
     Other current assets ................      2,797       2,042
                                             --------    --------
         Total current assets ............     71,226      72,170

Property, plant and equipment - net ......     10,828      11,470
Other assets .............................      4,072       4,467
                                             --------    --------
                                             $ 86,126    $ 88,107
                                             ========    ========
Liabilities and Shareholders' Equity
Current Liabilities:
     Notes payable .......................   $ 12,792    $  4,984
     Current portion of long-term debt ...         49        --
     Accounts payable ....................      6,377       7,800
     Accrued salaries and benefits .......      3,969       4,746
     Accrued expenses ....................      2,229       2,497
     Income taxes payable ................        229        --
     Deferred service revenue ............      6,913       5,478
                                             --------    --------
         Total current liabilities .......     32,558      25,505
                                             --------    --------
Deferred income taxes ....................        139         459
                                             --------    --------
Long-term debt ...........................      2,336        --
                                             --------    --------
Shareholders' Equity:
     Common stock, $.02 par value,
       19,000,000 shares authorized;
       9,516,711 shares issued;
       7,723,005 and 8,059,805 outstanding        190         190
     Preferred stock, $.02 par value,
       1,000,000 shares authorized .......       --          --
     Capital in excess of par value ......     28,071      28,071
     Retained earnings ...................     33,237      42,191
     Accumulated comprehensive loss ......     (1,436)       (764)
     Treasury stock, at cost,
     1,793,706 and 1,456,906 shares ......     (8,969)     (7,545)
                                             --------    --------
         Total shareholders' equity ......     51,093      62,143
                                             --------    --------
                                             $ 86,126    $ 88,107
                                             ========    ========
</TABLE>


<PAGE>


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

                                                            For the nine months
                                                            ended September 30,
                                                            -------------------
                                                              2000       1999
                                                            --------   --------
<S>                                                         <C>        <C>
Cash flows from operating activities:
   Net income (loss) ....................................   $(8,954)   $ 2,693
   Adjustments to reconcile net income to net cash
    provided by operating activities:
     Depreciation and amortization ......................     2,605      2,061
     Provision for obsolete inventory ...................     2,751      2,981
     Translation adjustments ............................      (672)       (85)
    Increase (decrease) from changes in:
       Accounts receivable-net ..........................     6,394      8,606
       Inventories ......................................    (3,154)    (9,087)
       Income tax refund claims .........................       133       --
       Other current assets .............................      (755)      (879)
       Other assets .....................................      --          (77)
       Accounts payable .................................    (1,423)    (4,079)
       Accrued salaries and benefits ....................      (777)      (932)
       Accrued expenses .................................      (268)      (602)
       Income taxes payable .............................       229      2,138
       Deferred service revenue .........................     1,435        973
       Deferred income taxes ............................    (5,143)    (1,472)
                                                            -------    -------
        Net cash provided (used) by operating activities     (7,599)     2,239
                                                            -------    -------
   Cash flows from investing activities:

     Capital expenditures ...............................      (798)    (1,681)
     Capitalization of software costs ...................      (770)      (403)
                                                            -------    -------
        Net cash used in investing activities ...........    (1,568)    (2,084)
                                                            -------    -------
   Cash flows from financing activities:
     Net borrowing (payments) under
         line-of-credit agreements ......................     7,808        436
     Proceeds from the issuance of long-term debt .......     2,385        --
     Proceeds from the exercise of stock options ........     --            21
     Acquisition of treasury stock ......................    (1,424)      (878)
                                                            -------    -------
         Net cash provided (used) in financing activities     8,769       (421)
                                                            -------    -------
    Net decrease in cash and cash equivalents ...........      (398)      (266)
    Cash and cash equivalents at beginning of year ......       953      1,298
                                                            -------    -------
    Cash and cash equivalents at end of period ..........   $   555    $ 1,032
                                                            =======    =======
   Supplemental disclosures of cash flow information:
   Cash paid during the year for:
     Interest                                               $   603    $   362
     Income taxes, net of refunds                              (643)      (115)
</TABLE>
<PAGE>


                   PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   The statements  for the three and nine months ended  September 30, 2000 and
     1999 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, 2000 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 nine
     months  ended  September  30, 2000 are not  necessarily  indicative  of the
     results of operations to be expected for the year ending December 31, 2000.
     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, 1999 and 1998  included in the  Company's  December  31, 1999
     Annual Report to the Securities and Exchange Commission on Form 10-K.

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:

<TABLE>
<CAPTION>

                                                  (In Thousands)

                                            September 30,    December 31,
                                                2000             1999
                                            -----------       ----------

               <S>                          <C>               <C>
               Finished goods.......        $     7,198       $    6,886
               Work in process......              2,654            2,763
               Component parts......              5,889            6,001
               Service parts........             12,826           12,514
                                            -----------       ----------
                                            $    28,567       $   28,164
                                            ===========       ==========

</TABLE>

         At September  30, 2000 and December 31, 1999,  the Company had recorded
         reserves  for  obsolete   inventory  of  $3,057,000   and   $2,208,000,
         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 four  reportable  segments.  The  Restaurant
     segment  offers  integrated  solutions to the  restaurant  industry.  These
     offerings  include  industry  leading  hardware and  software  applications
     utilized at the point-of-sale, back of store and the Corporate office. This
     segment also offers customer support including field service, installation,
     twenty-four  hour  telephone  support and depot repair.  Effective  July 1,
     2000,  the Company formed its Industrial  Segment.  The Industrial  segment
     offers   integrated   solutions  to  the   manufacturing   and  warehousing
     industries. The key element that the Company offers to this market place is
     its  software  application  that  provides  a  universal  interface  to the
     customer's  ERP systems.  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.  This
     segment  ceased  operations  at the end of the third  quarter of this year.
     Inter-segment sales and transfers are not material.


<PAGE>


     Information  as to the  Company's  operations in these four segments is set
forth below (in thousands):
<TABLE>
<CAPTION>

                                  For the three months       For the nine months
                                   ended September 30,       ended September 30,
                                 ----------------------    ----------------------
                                    2000         1999        2000          1999
                                 ---------    ---------    ---------    ---------
<S>                              <C>          <C>          <C>          <C>
Revenues:
     Restaurant ..............   $  21,660    $  26,425    $  51,019    $  85,990
     Industrial ..............         620        1,430        2,431        5,854
     Government ..............       6,400        4,682       18,482       14,927
     Vision ..................         278           45          591          508
                                 ---------    ---------    ---------    ---------
           Total .............   $  28,958    $  32,582    $  72,523    $ 107,279
                                 =========    =========    =========    =========
Income (loss) from operations:
     Restaurant ..............   $  (1,810)   $     (69)   $ (12,961)   $   2,524
     Industrial ..............        (644)         244       (1,557)         438
     Government ..............         701          292        1,193          940
     Vision ..................           8         (200)        (423)        (404)
     Nonrecurring charge .....        (300)        --           (300)        --
                                 ---------    ---------    ---------    ---------
                                    (2,045)         267      (14,048)       3,498
Other income, net ............         135          238          232          334
Interest expense .............        (302)        (101)        (657)        (368)
                                 ---------    ---------    ---------    ---------
Income (loss) before provision
     for income taxes ........   $  (2,212)   $     404    $ (14,473)   $   3,464
                                 =========    =========    =========    =========
Depreciation and amortization:
     Restaurant ..............   $     671    $     563    $   2,060    $   1,598
     Industrial ..............           9            5           22            8
     Government ..............          27           41           87          116
     Vision ..................           8            7           25           31
     Corporate ...............         124          134          411          308
                                 ---------    ---------    ---------    ---------
           Total .............   $     839    $     750    $   2,605    $   2,061
                                 =========    =========    =========    =========
Capital expenditures:
     Restaurant ..............   $    --      $     290    $     105    $     697
     Industrial ..............           7           13           20           46
     Government ..............        --            162           61          359
     Vision ..................           2            7           12           41
     Corporate ...............         396          273          600          538
                                 ---------    ---------    ---------    ---------
           Total .............   $     405    $     745    $     798    $   1,681
                                 =========    =========    =========    =========

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

                                  For the three months       For the nine months
                                   ended September 30,       ended September 30,
                                 ----------------------    ----------------------
                                    2000         1999        2000          1999
                                 ---------    ---------    ---------    ---------
<S>                              <C>          <C>          <C>          <C>
United States ................   $  23,740    $  24,631    $  60,093    $  89,512
Other Countries ..............       5,218        7,951       12,430       17,767
                                 ---------    ---------    ---------    ---------
      Total ..................   $  28,958    $  32,582    $  72,523    $ 107,279
                                 =========    =========    =========    =========
</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 nine months
                             ended September 30,   ended September 30,
                             ------------------   -------------------
                               2000      1999       2000       1999
                              ------    ------     ------     ------
<S>                           <C>        <C>        <C>        <C>
Restaurant Segment:
     McDonald's Corporation    32%        32%        30%        42%
     Tricon Corporation ...    21%        32%        21%        25%
     Burger King ..........    11%         5%         7%         5%
Government Segment:
     Department of Defense     22%        14%        25%        14%
All Others ................    14%        17%        17%        14%
                              ---        ---        ---        ---
                              100%       100%       100%       100%
                              ===        ===        ===        ===


<CAPTION>

                                    September 30,    December 31,
                                        2000            1999
                                    ------------     -----------
<S>                                    <C>            <C>
Identifiable assets:
     Restaurant .................      $73,076        $75,323
     Industrial .................        1,614          1,457
     Government .................        6,388          6,036
     Vision .....................          794          1,112
     Corporate ..................        4,254          4,179
                                       -------        -------
           Total ................      $86,126        $88,107
                                       =======        =======

</TABLE>


     The  following  table  presents  property by  geographic  area based on the
location of the asset.
<TABLE>
<CAPTION>

                                    September 30,   December 31,
                                        2000           1999
                                     ---------      -----------


<S>                                   <C>             <C>
United States ................        $78,658         $77,438
Other Countries...............          7,468          10,669
                                      -------         -------
      Total ..................        $86,126         $88,107
                                      =======         =======

</TABLE>


<PAGE>


 Item 2
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                        QUARTER ENDED SEPTEMBER 30, 2000
                                  COMPARED WITH
                        QUARTER ENDED SEPTEMBER 30, 1999

     The Company  reported  revenues of $29 million for the third  quarter ended
2000,  a decrease of 11% from the $32.6  million  reported in 1999.  The Company
recorded  a net loss of $1.2  million  or a  diluted  loss per share of $.15 for
2000.  This compares to net income of $753,000 or diluted  earnings per share of
$.09 for 1999.  The results for the third quarter of 2000 include a nonrecurring
after tax charge of $200,000 or $.03 loss per share relating to the  disposition
of the Company's Vision business.

     Product  revenues  were $13.8  million in 2000,  a decrease of 28% from the
$19.2 million  recorded in 1999.  This decline is reflective of the general slow
down in the buying patterns of the Company's  restaurant  customers  following a
robust  purchasing  volume in 1999.  This decline is also  attributed to ongoing
delays in the release of PAR's restaurant  management  software,  as well as the
release and market  acceptance  of third  party  software  products  used in the
Company's POS systems.

     Customer service revenues were $8.8 million in 2000, an increase of 2% from
the $8.7 million in 1999.  This was due to increased  field  service  activities
partially offset by lower installation revenue, which is directly related to the
decreased  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 $6.4  million  in 2000,  an  increase  of 37% when
compared to the $4.7  million  recorded in the same period in 1999.  This growth
was  primarily  due to a  four-year,  $24 million  Navy  contract to operate and
maintain  communications  in support of the Pacific  Fleet.  The growth was also
attributable to the recently  awarded $4.5 million  contract with the US Navy to
provide  telecommunications support to the Naval Computer and Telecommunications
Detachment  located in Brunswick,  Maine.  These  contracts  will  contribute to
revenue growth throughout the remainder of 2000.

     Product  margins  were 25% for 2000  compared to 36% for the same period in
1999. This decrease resulted from absorption of fixed manufacturing costs on low
product volume and less favorable product mix.
<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                        QUARTER ENDED SEPTEMBER 30, 2000
                                  COMPARED WITH
                        QUARTER ENDED SEPTEMBER 30, 1999

     Customer  service  margins  were  25% in 2000  compared  to 5% for the same
period in 1999. This increase was due to efficiency  improvements related to the
recently installed service  management  system,  certain price adjustments and a
favorable physical inventory adjustment.

     Contract  margins  were 7% in 2000  compared  to 5% for the same  period in
1999.  The  difference  in margins  is due to a minor  change in  contract  mix.
Margins on the Company's  government  contract business typically run between 5%
and 6%.

     Selling,  general and  administrative  expenses  were $5.2  million in 2000
versus $5.3  million for the same period in 1999,  a decrease of 1%. The decline
is primarily  due to lower  selling  expense in the  Restaurant  and  Industrial
businesses which is directly related to lower product revenues.

     Research and development expenses were $2.6 million in 2000, an increase of
31% from the $2 million  recorded for the same period in 1999.  This increase is
the result of the Company's  investment in its new iN.fusion  software suite for
its  restaurant  customers and its  investment  in enterprise  solutions for its
manufacturing/warehousing customers. 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 and from long-term debt acquired  during the
second quarter of 2000.

     The Company's tax  provision in 2000 includes a $200,000  benefit,  or $.03
earnings per share  relating to the  finalization  of the Company's 1999 federal
tax return.  The tax  provision  for 1999 includes a benefit of $500,000 or $.06
earnings per share relating to the completion of the Company's 1998 tax return.
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                      NINE MONTHS ENDED SEPTEMBER 30, 2000
                                  COMPARED WITH
                      NINE MONTHS ENDED SEPTEMBER 30, 1999

     The Company  reported  revenues of $72.5  million for the nine months ended
2000, a decrease of 32% from the $107.3  million  reported in 1999.  The Company
recorded a net loss of $9 million or a diluted loss per share of $1.13 for 2000.
This  compares to net income of $2.7  million or diluted  earnings  per share of
$.31 for 1999.

     Product  revenues  were $30.7  million in 2000,  a decrease of 53% from the
$65.6  million  recorded in 1999.  This  decrease can be attributed to a general
slow down in the buying  patterns  of our  customers.  This  decline is also the
result of ongoing delays in the release of PAR's restaurant management software,
as well as the release and market  acceptance of third party  software  products
used in the  Company's  POS systems.  Product  revenues in 1999 were  especially
strong to McDonald's Corporation due to the requirements of their "Made for You"
initiative. This program was completed in 1999.

     Customer  service  revenues  were $23.4  million in 2000, a decrease of 13%
from the $26.8  million  in 1999.  The  primary  reason  was lower  installation
revenue and supply sales,  which are directly  related to the decreased  product
revenue  discussed  above.  This was partially offset by a rise in field service
activity.

     Contract  revenues  were $18.5  million in 2000,  an  increase  of 24% when
compared to the $14.9 million  recorded in the same period in 1999.  This growth
was primarily due to the Navy contract to operate and maintain communications in
support of the Pacific  Fleet and an increase in software  development  work for
the Department of Defense.

     Product  margins  were 22% for 2000  compared to 36% for the same period in
1999. Product margins have been below normal for 2000 due to absorption of fixed
manufacturing costs on a very low product volume.

     Customer  service  margins  were  12% in 2000  compared  to 8% for the same
period in 1999.  Margins  increased  primarily due to improved  productivity and
certain price adjustments.
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                      NINE MONTHS ENDED SEPTEMBER 30, 2000
                                  COMPARED WITH
                      NINE MONTHS ENDED SEPTEMBER 30, 1999

     Contract  margins  were 7% in 2000  compared  to 6% for the same  period in
1999.  The  difference  in margins  is due to a minor  change in  contract  mix.
Margins on the Company's  government  contract business typically run between 5%
and 6%.

     Selling,  general and  administrative  expenses  were $17.3 million in 2000
versus  $16.8  million  for the same  period in 1999,  an  increase  of 3%.  The
increase  is the  result of a  one-time  early  retirement  program  offered  to
eligible  employees in the first quarter of 2000.  Additionally,  administrative
expenses related to the recently  installed service management system increased.
This was  partially  offset  by a  reduction  in sales  and  marketing  expenses
directly related to the decline in product revenue.

     Research and development expenses were $7.2 million in 2000, an increase of
9% from the $6.6 million in 1999.  The Company is continuing  its  investment in
enterprise  solutions  for both  its  restaurant  and  manufacturing/warehousing
customers.

     Interest expense  represents  interest charged on the Company's  short-term
borrowing requirements from banks and from long-term debt.

Liquidity and Capital Resources

     Cash used by  operating  activities  was $7.6  million  for the nine months
ended September 30, 2000,  compared to cash provided by operating  activities of
$2.2  million in 1999.  During  2000,  cash flow was  adversely  affected by the
operating  loss, a build up in inventory in  anticipation  of future demands and
the timing of vendor  payments.  This was  partially  offset by the $6.4 million
reduction in accounts  receivable.  During 1999,  cash flow  benefited  from the
collection  of  accounts  receivable,  net income for the period and the 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.
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                      NINE MONTHS ENDED SEPTEMBER 30, 2000
                                  COMPARED WITH
                      NINE MONTHS ENDED SEPTEMBER 30, 1999

     Cash used in  investing  activities  was $1.6  million  for the first  nine
months of 2000 compared to $2.1 million in 1999. In 2000,  capital  expenditures
were  primarily for  improvements  to the  Company's  corporate  facilities.  In
addition,  the Company capitalized  $770,000 of software costs. In 1999, capital
expenditures were for upgrades to the Company's  customer service center, for PC
equipment and for research and development equipment.

     Cash provided by financing  activities was $8.8 million for the nine months
ended  September,  2000 compared to cash used of $421,000 in 1999. In 2000,  the
Company  increased its  line-of-credit  borrowings by $7.8 million and secured a
mortgage on a portion of its headquarter  facilities.  This was partially offset
by the repurchase of 336,800 shares of its stock for $1.4 million.  In 1999, the
Company increased its lines of credit  borrowings by $436,000.  The Company also
repurchased 137,300 shares of its stock for $878,000.

     The Company has  line-of-credit  agreements,  which aggregate $27.5 million
with certain  banks,  of which $14.7  million were unused at September 30, 2000.
The Company believes that it has adequate financial resources to meet its future
liquidity and capital requirements.

Other Matters

     Inflation  had little effect on revenues and related costs during the first
nine months of 2000.  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
$12.8  million at September  30, 2000.  Management  believes  that  increases in
short-term rates could have an adverse effect on the Company's 2000 results.

     Management  believes  that  currency  fluctuations  could have an impact on
gross margins on revenues affected by foreign currencies.
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                      NINE MONTHS ENDED SEPTEMBER 30, 2000
                                  COMPARED WITH
                      NINE MONTHS ENDED SEPTEMBER 30, 1999

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 third quarter of 2000.

<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:  November 10, 2000



                                        RONALD J. CASCIANO
                                        ----------------------------------------
                                        Ronald J. Casciano
                                        Vice President, Chief Financial Officer
                                        and Treasurer



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