8-K 1 form8k042705.txt FORM 8K DATED APRIL 27, 2005 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 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): April 27, 2005 PAR TECHNOLOGY CORPORATION -------------------------- (Exact name of registrant as specified in its charter) Delaware 1-09720 16-1434688 -------- ------- ---------- (State or other (Commission File (I.R.S. Employer jurisdiction of Number) incorporation or organization) Identification Number) 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 Not Applicable -------------- (Former Name or Former Address, if changed since Last Report) 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 April 27, 2005, PAR Technology Corporation issued a press release announcing its results of operation for the quarterly period ending March 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 99.1 Press Release dated April 27, 2005. 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: April 27, 2005 /s/RONALD J. CASCIANO --------------------------------------- Ronald J. Casciano Vice President, Chief Financial Officer and Treasurer EXHIBIT INDEX Exhibit Number Description -------------- ----------- 99.1 Press Release dated April 27, 2005. CONTACT: Christopher R. Byrnes (315) 738-0600 ext. 226 cbyrnes@partech.com, www.partech.com PAR TECHNOLOGY CORPORATION -REPORTS RECORD FIRST QUARTER RESULTS- |X| RECORD REVENUES FOR 1ST QUARTER |X| REVENUES RISE 29% |X| EPS GROWS 75% ---------------------------------------------------------------- NEW HARTFORD, NY, PAR TECHNOLOGY CORPORATION (NYSE:PTC) New Hartford, NY--April 27, 2005--PAR Technology Corporation (NYSE:PTC) today announced results from operations for the first quarter ended March 31, 2005. PAR reported record first quarter revenues of $48.8 million, a 29% increase over the $37.9 million reported in the same period a year ago. Net income for the first quarter of $1.3 million was reported compared with net income of $736,000 in the first quarter of 2004, a 77% increase. The Company reported diluted earnings per share of $0.14 for the first quarter of 2005, an increase of 75% when compared to diluted earnings per share of $0.08 for the first quarter of last year. PAR experienced significant revenue growth in both of its businesses. PAR's hospitality technology revenues grew 30% from a year ago along with the Company's Government business raising revenues by 26% over the first quarter of 2004. John W. Sammon, PAR Chairman and CEO commented, "We are pleased with our results for the first three months of 2005. Our business units continue to execute at a high level and with operational excellence. We believe our growth is indicative of the value our integrated solutions deliver to our customers. The sustained success in our results continues to reflect well on our strategy, which includes increasing the software content of the revenue mix to improve product and service margins. Our innovative products and services have extended our technology leadership in the marketplace by best addressing the current and emerging requirements of our customers." Sammon concluded, "We exceeded expectations for first quarter performance and posted record revenues for the quarter. This success is attributed to stronger than anticipated market demand for our integrated solutions and the continued improvements in execution Company wide. We remain confident we are well positioned to deliver positive results for the balance of the year." Statements in this release or by the Company's 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 hospitality technology 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 PAR Technology Corporation is a leading provider of professional services and enterprise business intelligence software and hardware to the hospitality industry. PAR develops, markets and supports hardware and software products that improve the ability of hospitality business professionals to make timely, fact-based business decisions. The Company is a premier provider of I/T management solutions to hotel and restaurant companies, with over 40,000 installations worldwide in 100 countries. PAR is a leader in providing computer-based system design and engineering services to the Department of Defense and Federal Government Agencies. PAR Technology Corporation's stock is traded on the New York Stock Exchange under the symbol PTC. For more information visit the Company's website at www.partech.com. ================================================================================ PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands except share amounts) (unaudited) March 31, December 31, 2005 2004 --------- --------- Assets Current assets: Cash ...................................... $ 3,362 $ 8,696 Accounts receivable-net ................... 33,292 32,702 Inventories - net .............................. 27,450 27,047 Deferred income taxes ..................... 6,689 6,634 Other current assets ...................... 2,785 2,617 --------- --------- Total current assets .................. 73,578 77,696 Property, plant and equipment - net ............ 7,972 8,123 Goodwill ....................................... 15,379 15,379 Intangible assets - net ........................ 9,001 9,235 Other assets ................................... 1,672 1,319 --------- --------- $ 107,602 $ 111,752 ========= ========= Liabilities and Shareholders' Equity Current liabilities: Current portion of long-term debt ......... $ 68 $ 90 Borrowings under lines of credit ............... 2,555 10,246 Accounts payable .......................... 10,869 9,486 Accrued salaries and benefits ............. 7,747 8,072 Accrued expenses .......................... 2,694 2,998 Customer deposits ......................... 4,468 4,861 Deferred service revenue .................. 10,037 9,083 Net liabilities of discontinued operation . 290 323 --------- --------- Total current liabilities ............. 38,728 45,159 --------- --------- Long-term debt ................................. 2,008 2,005 --------- --------- Deferred income taxes .......................... 592 194 --------- --------- Other long-term liabilities .................... 1,190 820 --------- --------- Commitments and contingent liabilities Shareholders' equity: Preferred stock, $.02 par value, 1,000,000 shares authorized ............. -- -- Common stock, $.02 par value, 19,000,000 shares authorized; 10,188,082 and 10,139,132 shares issued; 8,984,406 and 8,935,456 outstanding ..... 204 203 Capital in excess of par value ............ 31,900 31,560 Retained earnings ......................... 39,316 38,010 Accumulated other comprehensive loss ...... (318) (181) Treasury stock, at cost, 1,203,676 shares (6,018) (6,018) --------- --------- Total shareholders' equity ............ 65,084 63,574 --------- --------- $ 107,602 $ 111,752 ========= ========= PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (in thousands except per share amounts) (unaudited) For the three months ended March 31, ------------------------ 2005 2004 -------- -------- Net revenues: Product ........................... $ 21,001 $ 16,239 Service ........................... 13,402 10,307 Contract .......................... 14,354 11,352 -------- -------- 48,757 37,898 -------- -------- Costs of sales: Product ........................... 12,876 11,037 Service ........................... 10,447 8,945 Contract ............................... 13,565 10,530 -------- -------- 36,888 30,512 -------- -------- Gross margin ................ 11,869 7,386 -------- -------- Operating expenses: Selling, general and administrative 7,393 5,016 Research and development .......... 2,278 1,343 Amortization of identifiable intangible assets ................ 246 -- -------- -------- 9,917 6,359 -------- -------- Operating income ....................... 1,952 1,027 Other income, net ...................... 233 211 Interest expense ....................... (78) (73) -------- -------- Income before provision for income taxes 2,107 1,165 Provision for income taxes ............. (801) (429) -------- -------- Net income $ ........................... 1,306 $ 736 ======== ======== Earnings per share: Basic: ............................ $ .15 $ .09 Diluted: .......................... $ .14 $ .08 Weighted average shares outstanding Basic: ............................ 8,954 8,570 ======== ======== Diluted: .......................... 9,541 9,129 ======== ========