SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): November 5, 2012
 
PAR Technology Corporation
(Exact name of registrant as specified in its charter)


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


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

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

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

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

 
 

 


Item 2.02 Results of Operations and Financial Condition.

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

(b)
On November 5, 2012, PAR Technology Corporation issued a press release announcing its results of operation for the quarterly period ending September 30, 2012. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



99.1
Press Release dated November 5, 2012.



 

2


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 5, 2012
 
/s/Steven M. Malone
   
Steven M. Malone
   
Vice President, Controller and Chief Accounting Officer


 
 
 

 
3



EXHIBIT INDEX


Exhibit Number
Description
 
 
99.1
 
Press Release dated November 5, 2012.



 
 
 

 
4




Exhibit 99.1
Press Release dated November 5, 2012.
 
 
 
 
 
 
 
 
 
 
 
FOR RELEASE:
 
 
 
 
NEW HARTFORD, NY, November 5, 2012
CONTACT:
 
Christopher R. Byrnes (315) 738-0600 ext. 6226
cbyrnes@partech.com, www.partech.com
 
 
 
 
PAR TECHNOLOGY CORPORATION ANNOUNCES

2012 THIRD QUARTER RESULTS
 

New Hartford, NY- November 5, 2012 -- PAR Technology Corporation (NYSE: PAR) today announced results for the third quarter ended September 30, 2012.  PAR reported third quarter revenues of $61.1 million, a 4% increase from the $58.7 million reported for the third quarter of 2011.  Net income from continuing operations for the third quarter of 2012 was $1.3 million, representing diluted earnings per share of $0.09, compared to the third quarter of 2011 figure of $1.6 million, representing diluted earnings per share of $0.11. 

Paul B. Domorski, Chairman and Chief Executive Officer, stated, "Current market conditions, in the hospitality segments we serve, are making organic growth challenging in the near-term.  Despite this uncertainty, PAR has been able to maintain profitability, while continuing our investment in expanding our market reach through new products and services."
Mr. Domorski continued, "During the third quarter, PAR made several important announcements.  In the hospitality segment, we introduced our all new PAR EverServ® 7000 Point of Sale terminal. This is a terrific new product, which delivers demonstrable value to our customers at an attractive price point.  Also in the quarter, PAR Springer-Miller formally announced the transition of its ATRIO® Guest Experience Management software with Microsoft Corporation's Windows® Azure™ cloud platform.  With Windows Azure, a global network of Microsoft-managed datacenters, PAR is now able to provide computing and storage resources in support of ATRIO, assuring our customers of 99.95% uptime.  During the quarter, we also announced new distribution partners, as we prepare for the aggressive roll-out of ATRIO worldwide."
"Finally, our Government contracting segment announced several new contracts, most notably the award by the U.S. Army of an additional contract with a ceiling value of $48 million and a five year term.  This is the most recent contract we have received based on our expertise in advanced Full Motion Video (FMV), Geospatial Information Systems (GIS) and Intelligence Surveillance and Reconnaissance (ISR) software and hardware technologies. PAR is providing research, development, deployment and operational support, and user training necessary to transition these innovative and important capabilities to the field."
Mr. Domorski concluded, "The continued slowdown in business with our largest restaurant technology customer in the quarter has resulted in lower year-over-year revenue in our hospitality technology segment.  Our other hospitality markets have also shown weakness in the quarter.  However, given our conservative approach to uncertainty, we braced PAR for such conditions, refrained from any non-essential expenditures and concentrated on profitability while continuing our focus on innovation and new product introductions.  It is important to note that we continue to benefit from our strong and growing Government contracting business through a pipeline of new contract wins. As our hospitality technology markets rebound from the current market slowdown, we are poised to return to improved growth patterns with higher profitability."
5

Certain Company information in this release or statements made by its spokespersons from time to time may contain forward-looking statements.  Any statements in this document that do not describe historical facts are forward-looking statements.  Forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Investors are cautioned that all forward-looking statements involve risks and uncertainties, including without limitation, delays in new product introduction, risks in technology development and commercialization, risks in product development and market acceptance of and demand for the Company's products, risks of downturns in economic conditions generally, and in the quick service sector of the restaurant market specifically, risks of intellectual property rights associated with competition and competitive pricing pressures, risks associated with foreign sales and high customer concentration, and other risks detailed in the Company's filings with the Securities and Exchange Commission.

About PAR Technology Corporation
PAR Technology Corporation's stock is traded on the New York Stock Exchange under the symbol PAR.  PAR has two operating segments:

·
PAR's Hospitality segment has been a leading provider of restaurant and retail technology for more than 30 years. ParTech, Inc. offers technology solutions for the full spectrum of restaurant operations, from large chain and independent table service restaurants to international quick service chains.  PAR Springer-Miller Systems, Inc. offers hotel management systems that provide a complete suite of powerful tools for guest management, recreation management, and timeshare/condo management.  PAR Springer-Miller Systems also provides the spa industry a leading management application that was specifically designed to support the unique needs of the resort spa and day spa markets, a rapidly growing hospitality segment.  Products from PAR also can be found in retailers, cinemas, cruise lines, stadiums and food service companies.
·
PAR's Government segment is comprised of PAR Government Systems Corporation, which provides system solutions to Federal/State Government agencies, and Rome Research Corporation, which is a leading provider of communications and information technology support services to the United States Department of Defense.


Visit www.partech.com for more information.
There will be a conference call at 10:00 a.m. eastern time on November 5, 2012, during which the Company's management will discuss the financial results for the third quarter of 2012.  If you would like to participate in this conference please call 800-561-2731 approximately 10 minutes before the call is scheduled to begin and use the PAR pass code 23958721.  Individual & Institutional Investors will have the opportunity to listen to the conference call/event over the Internet.  Individual Investors can listen to the call by visiting PAR's website at www.partech.com, and through CCBN's individual investor center at www.companyboardroom.com or by visiting any of the investor sites in CCBN's Individual Investor Network.  Institutional investors can access the call via CCBN's password-protected site, StreetEvents (www.streetevents.com).  In case you are unable to participate in the conference call, an automatic replay will be available on the World Wide Web via www.companyboardroom.com until November 12, 2012 or dial 888-286-8010  and use the Pass Code number 39590683 until November 12, 2012 as well.


###
6

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

 
September 30,
   
December 31,
 
Assets
 
2012
   
2011
 
Current assets:
       
Cash and cash equivalents
 
$
18,206
   
$
7,742
 
Accounts receivable-net
   
26,323
     
30,680
 
Inventories-net
   
25,469
     
25,260
 
Income tax refund
   
37
     
-
 
Deferred income taxes
   
9,503
     
10,240
 
Other current assets
   
3,958
     
3,088
 
Escrow receivable
   
956
     
-
 
Total current assets
   
84,452
     
77,010
 
Property, plant and equipment - net
   
6,099
     
5,259
 
Deferred income taxes
   
5,402
     
5,605
 
Goodwill
   
6,852
     
6,852
 
Intangible assets - net
   
16,779
     
15,888
 
Other assets
   
2,392
     
2,147
 
Assets of discontinued operations
   
-
     
3,182
 
Total Assets
 
$
121,976
   
$
115,943
 
Liabilities and Shareholders' Equity
               
Current liabilities:
               
Current portion of long-term debt
 
$
157
   
$
1,494
 
Accounts payable
   
17,164
     
15,773
 
Accrued salaries and benefits
   
6,628
     
7,002
 
Accrued expenses
   
3,792
     
2,609
 
Customer deposits
   
763
     
1,137
 
Deferred service revenue
   
12,880
     
10,412
 
Income taxes payable
   
-
     
138
 
Total current liabilities
   
41,384
     
38,565
 
Long-term debt
   
1,114
     
1,249
 
Other long-term liabilities
   
3,184
     
2,837
 
Liabilities of discontinued operations
   
104
     
925
 
Total liabilities
   
45,786
     
43,576
 
Commitments and contingencies
               
Shareholders' Equity:
               
Preferred stock, $.02 par value, 1,000,000 shares authorized
   
-
     
-
 
Common stock, $.02 par value, 29,000,000 shares authorized;
               
17,061,171 and 16,863,868 shares issued;
               
15,353,484 and 15,156,584 outstanding
   
341
     
337
 
Capital in excess of par value
   
43,547
     
42,990
 
Retained earnings
   
38,371
     
35,073
 
Accumulated other comprehensive loss
   
(235
)
   
(201
)
Treasury stock, at cost, 1,707,687 and 1,707,284 shares
   
(5,834
)
   
(5,832
)
Total shareholders' equity
   
76,190
     
72,367
 
Total Liabilities and Shareholders' Equity
 
$
121,976
   
$
115,943
 
                 
See accompanying notes to consolidated financial statements
 
 
 
7


PAR TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except per share amounts)
 
 
 
For the three months
   
For the nine months
 
 
Ended September 30,
   
Ended September 30,
 
   
2012
   
2011
   
2012
   
2011
 
Net revenues:
               
Product
 
$
22,340
   
$
24,424
   
$
62,652
   
$
68,877
 
Service
   
16,720
     
18,510
     
48,113
     
51,594
 
Contract
   
21,992
     
15,756
     
67,965
     
48,836
 
     
61,052
     
58,690
     
178,730
     
169,307
 
Costs of sales:
                               
Product
   
14,681
     
15,754
     
39,699
     
42,888
 
Service
   
11,775
     
13,184
     
33,813
     
44,176
 
Contract
   
20,584
     
14,667
     
64,151
     
45,812
 
     
47,040
     
43,605
     
137,663
     
132,876
 
Gross margin
   
14,012
     
15,085
     
41,067
     
36,431
 
Operating expenses:
                               
Selling, general and administrative
   
9,410
     
8,745
     
28,844
     
27,730
 
Research and development
   
3,309
     
3,363
     
9,947
     
10,428
 
Impairment of goodwill and intangible assets
   
-
     
-
     
-
     
20,843
 
Amortization of identifiable intangible assets
   
138
     
257
     
441
     
667
 
     
12,857
     
12,365
     
39,232
     
59,668
 
Operating income (loss) from continuing operations
   
1,155
     
2,720
     
1,835
     
(23,237
)
Other income (expense), net
   
233
     
23
     
440
     
(106
)
Interest expense
   
(22
)
   
(48
)
   
(64
)
   
(163
)
Income (loss) from continuing operations before provision for income taxes
   
1,366
     
2,695
     
2,211
     
(23,506
)
(Provision) benefit for income taxes
   
(62
)
   
(1,099
)
   
(383
)
   
8,317
 
Income (loss) from continuing operations
   
1,304
     
1,596
     
1,828
     
(15,189
)
Discontinued operations
                               
Income (loss) on discontinued operations (net of tax)
   
50
     
(394
)
   
1,470
     
(1,053
)
Net income (loss)
 
$
1,354
   
$
1,202
   
$
3,298
   
$
(16,242
)
Basic Earnings per Share:
                               
Income (loss) from continuing operations
   
.09
     
.11
     
.12
     
(1.01
)
Income (loss) from discontinued operations
   
.00
     
(.03
)
   
.10
     
(.07
)
Net income (loss)
 
$
.09
   
$
.08
   
$
.22
   
$
(1.08
)
Diluted Earnings per Share:
                               
Income (loss) from continuing operations
   
.09
     
.11
     
.12
     
(1.01
)
Income (loss) from discontinued operations
   
.00
     
(.03
)
   
.10
     
(.07
)
Net income (loss)
 
$
.09
   
$
.08
   
$
.22
   
$
(1.08
)
Weighted average shares outstanding
                               
Basic
   
15,131
     
15,031
     
15,105
     
14,984
 
Diluted
   
15,207
     
15,118
     
15,179
     
14,984
 
 
 
 
 
 
 

See
8




PAR TECHNOLOGY CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(in thousands, except per share data)
 
       
For the nine months ended September 30, 2011
 
 
For the nine months ended September 30, 2012
   
Reported basis (GAAP)
   
Adjustments
   
Comparable basis (Non-GAAP)
 
                 
Net revenues
 
$
178,730
   
$
169,307
     
-
   
$
169,307
 
Costs of sales
   
137,663
     
132,876
     
7,732
     
125,144
 
Gross Margin
   
41,067
     
36,431
     
7,732
     
44,163
 
                                 
Operating Expenses
                               
Selling, general and administrative
   
28,844
     
27,730
     
595
     
27,135
 
Research and development
   
9,947
     
10,428
     
-
     
10,428
 
Impairment of goodwill and  intangible assets
   
-
     
20,843
     
20,843
     
-
 
Amortization of identifiable intangible assets
   
441
     
667
     
-
     
667
 
Total operating expenses
   
39,232
     
59,668
     
21,438
     
38,230
 
                                 
Operating income (loss) from continuing operations
   
1,835
     
(23,237
)
   
29,170
     
5,933
 
Other income (expense), net
   
440
     
(106
)
   
253
     
147
 
Interest expense
   
(64
)
   
(163
)
   
-
     
(163
)
Income (loss) from continuing operations before provision for income taxes
   
2,211
     
(23,506
)
   
29,423
     
5,917
 
(Provision)benefit for income taxes
   
(383
)
   
8,317
     
(10,568
)
   
(2,251
)
Income (loss) from continuing operations
  $
1,828
    $
(15,189
)
  $
18,855
    $
3,666
 
Income (loss) per diluted share from continuing operations
 
$
0.22
   
(1.01
)
         
$
0.24
 
 
 
 
The Company reports its financial results in accordance with GAAP.  However, non-GAAP adjusted financial measures, as defined in the reconciliation table above, are provided herein because management uses such measures in evaluating the results of the continuing operations of the Company and believes this information provides investors better insight into underlying business trends and performance.  Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company's reported results prepared in accordance with GAAP.

For the nine months ended September 30, 2011, the Company recorded total charges of $29.4 million primarily related to an impairment of goodwill and intangible assets of ­­$20.8 million.  Additionally, the Company recorded a charge of $7.7 million related to a non-recurring write-down of certain inventory associated with discontinued products, and charges of $0.9 million related to the consolidation of some of its facilities.  The aforementioned charges have been recorded net of tax benefit of $10.6 million and have been excluded in the Company's non-GAAP measures because they are considered non-recurring in nature and are quantitatively and qualitatively different from the Company's core operations during any particular period.

These charges did not have any impact on the Company's financial results for the three months ended September 30, 2011.

 
9