-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fzb3jop7Q3AJYR+k2zsHC1OpyU0OqnJ1EiNckFFCqX+pdkLS7Zvj4qUDWbspGb6s bwD7rs1tzs5nfzwIP5fkQQ== /in/edgar/work/0000708821-00-000027/0000708821-00-000027.txt : 20001114 0000708821-00-000027.hdr.sgml : 20001114 ACCESSION NUMBER: 0000708821-00-000027 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAR TECHNOLOGY CORP CENTRAL INDEX KEY: 0000708821 STANDARD INDUSTRIAL CLASSIFICATION: [3578 ] IRS NUMBER: 161434688 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-09720 FILM NUMBER: 758741 BUSINESS ADDRESS: STREET 1: PAR TECHNOLOGY PARK STREET 2: 8383 SENECA TURNPIKE CITY: NEW HARTFORD STATE: NY ZIP: 13413 BUSINESS PHONE: 3157380600 10-Q 1 0001.txt 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. 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 Item 1. Financial Statements PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (In Thousands Except Per Share Amounts) (Unaudited)
For the three months For the nine months ended September 30, ended September 30, ---------------------- ---------------------- 2000 1999 2000 1999 --------- --------- --------- --------- 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 ========= ========= ========= =========
PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (In Thousands) (Unaudited)
For the three months For the nine months ended September 30, ended September 30, ---------------------- ---------------------- 2000 1999 2000 1999 --------- --------- --------- --------- 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 ========= ========= ========= ========
PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (In Thousands Except Share Amounts)
September 30, 2000 December 31, Assets (Unaudited) 1999 ----------- ----------- 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 ======== ========
PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (In Thousands) (Unaudited)
For the nine months ended September 30, ------------------- 2000 1999 -------- -------- 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)
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:
(In Thousands) September 30, December 31, 2000 1999 ----------- ---------- 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 =========== ==========
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. 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. Information as to the Company's operations in these four segments is set forth below (in thousands):
For the three months For the nine months ended September 30, ended September 30, ---------------------- ---------------------- 2000 1999 2000 1999 --------- --------- --------- --------- 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. For the three months For the nine months ended September 30, ended September 30, ---------------------- ---------------------- 2000 1999 2000 1999 --------- --------- --------- --------- 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 ========= ========= ========= =========
Customers comprising 10% or more of the Company's total revenues are summarized as follows:
For the three months For the nine months ended September 30, ended September 30, ------------------ ------------------- 2000 1999 2000 1999 ------ ------ ------ ------ 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% === === === === September 30, December 31, 2000 1999 ------------ ----------- 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 ======= =======
The following table presents property by geographic area based on the location of the asset.
September 30, December 31, 2000 1999 --------- ----------- United States ................ $78,658 $77,438 Other Countries............... 7,468 10,669 ------- ------- Total .................. $86,126 $88,107 ======= =======
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. 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. 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. 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. 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. 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. 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. 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 EX-11 2 0002.txt Exhibit Index Exhibit ------- 11 - Statement re computation of per-share earnings
Exhibit 11 COMPUTATION OF WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK (In Thousands) For the three months ended September 30, ---------------------- 2000 1999 -------- -------- Diluted Earnings Per Share: Weighted average shares of Common stock outstanding: Balance outstanding - beginning of period 7,805 8,411 Weighted average shares issued ........... -- 1 Weighted average shares of treasury stock acquired .................. (30) -- Incremental shares of common stock outstanding giving effect to stock options -- 183 ------ ------ Weighted balance - end of period ......... 7,775 8,595 ====== ====== For the three months ended September 30, ---------------------- 2000 1999 -------- -------- Basic Earnings Per Share: Weighted average shares of Common stock outstanding: Balance outstanding - beginning of period 7,805 8,411 Weighted average shares issued .......... -- 1 Weighted average shares of treasury stock acquired ................. (30) -- ------ ------ Weighted balance - end of period ........ 7,775 8,412 ====== ======
Exhibit 11 COMPUTATION OF WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK (In Thousands) For the nine months ended September 30, ---------------------- 2000 1999 -------- -------- Diluted Earnings Per Share: Weighted average shares of Common stock outstanding: Balance outstanding - beginning of period 8,060 8,549 Weighted average shares of treasury stock acquired .................. (169) (114) Incremental shares of common stock outstanding giving effect to stock options -- 145 ------ ------ Weighted balance - end of period ......... 7,891 8,580 ====== ====== For the nine months ended September 30, ---------------------- 2000 1999 -------- -------- Basic Earnings Per Share: Weighted average shares of Common stock outstanding: Balance outstanding - beginning of period 8,060 8,549 Weighted average shares of treasury stock acquired ................. (169) (114) ------ ------ Weighted balance - end of period ........ 7,891 8,435 ====== ======
EX-27 3 0003.txt
5 1,000 9-MOS DEC-31-2000 SEP-30-2000 555 0 31,042 0 28,567 71,226 10,828 0 86,126 32,558 0 0 0 190 50,903 86,126 30,681 72,523 23,892 61,822 7,155 0 (657) (14,473) (5,519) (8,954) 0 0 0 (8,954) (1.13) (1.13)
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