EX-99.1 2 ex99_1.htm EXHIBIT 99.1

 
Exhibit 99.1
Press Release dated March 14, 2014.

FOR RELEASE:
 
NEW HARTFORD, NY, March 14, 2014
CONTACT:
 
Christopher R. Byrnes (315) 738-0600 ext. 6226
cbyrnes@partech.com,  www.partech.com
 
PAR TECHNOLOGY CORPORATION ANNOUNCES
 
2013 FOURTH QUARTER AND YEAR END RESULTS

COMPANY ALSO ANNOUNCES CHANGES TO BOARD OF DIRECTORS

· Sangwoo Ahn to retire as Chairman of the Company’s Board of Directors

· Kevin Jost and James Simms will not stand for re-election as Directors

New Hartford, NY- March 14, 2014 -- PAR Technology Corporation (NYSE: PAR) today announced results for the fourth quarter and year ended December 31, 2013.  The Company reported fourth quarter revenue of $59.7 million and net income from continuing operations of $245,000 or $0.02 per diluted share.  This compares with prior year fourth quarter revenue of $66.4 million and a net loss from continuing operations of $3.6 million or $0.24 loss per share.  On a non-GAAP basis, excluding certain charges, the Company’s net income from continuing operations for the fourth quarter of 2012 was $1.2 million or $0.08 per diluted share. The non-GAAP results exclude certain charges totaling $7.6 million, primarily related to restructuring of the Company’s Hospitality product portfolio, as well as specific legal costs.
 
For fiscal year ended December 31, 2013, PAR reported total revenue from continuing operations of $241.4 million, a decrease from the $245.2 million reported for fiscal year 2012.  The Company reported GAAP net income from continuing operations of $569,000, or $0.04 per diluted share for fiscal year 2013, compared to a net loss of $1.8 million, or $0.12 loss per share reported for fiscal 2012.  On a non-GAAP basis, excluding certain charges, net income from continuing operations for 2013 was $1.1 million or $0.07 per diluted share, compared to non-GAAP net income from continuing operations of $3.0 million or $0.20 per diluted share for fiscal year 2012.
 
A reconciliation and description of non-GAAP financial measures to their comparable GAAP financial measures are included in the tables following this news release.
 
 “We are clearly not satisfied with our operational performance in 2013,” said Ronald J. Casciano, PAR’s Chief Executive Officer & President.  “We are seeing early signs of momentum in our specific markets, but have more work to do to achieve consistent success. We continue to exploit our distinctive strengths including market presence, differentiated product and service offerings, strong brand and an improving portfolio of software.  PAR is in a stronger position to compete effectively in our core markets in 2014.”
 
Mr. Casciano added, “We are aggressively pursuing our new product initiatives and we remain confident that our business is being positioned for future growth and profitability.”


Today the Company also announced it has received notice from current members of the Board of Directors, Kevin Jost and James Simms, of their decisions, citing personal reasons, to not stand for re-election to the Board.  Both Directors will continue to serve on the Board until the expiration of their terms at the upcoming 2014 Annual Shareholders’ Meeting.  In addition, the Company announced it has received notice from Director and Chairman of the Board, Sangwoo Ahn, of his intent to retire from the Board of Directors, also effective at the upcoming 2014 Annual Shareholders’ Meeting.
 
Commenting on the notices, Mr. Casciano stated, “PAR Technology’s shareholders have benefited from the perspective and insights from these three gentlemen as Directors. They each hold an exemplary record of accomplishments and have contributed a great deal to the development and implementation of PAR Technology’s focused strategy.  My colleagues at PAR join me in thanking them for their many years of service and in wishing them the very best.”
 
Mr. Casciano concluded, “Each of these Directors has assured me his decision was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.  The Company has immediately commenced an extensive search for replacement candidates who will assist PAR in building long term value for our loyal shareholders.”
 
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’s Hospitality segment has been a leading provider of restaurant and retail technology for more than 30 years and offers technology solutions for the full spectrum of restaurant operations, from large chain and independent table service restaurants to international quick service chains.  This segment also provides hotel management systems with a complete suite of powerful tools for guest management, recreation management, and timeshare/condo management.  In addition, PAR offers the spa industry a leading management application specifically designed to support the unique needs of the resort spa and day spa markets, a rapidly growing hospitality market segment.  PAR’s products can be found in retailers, cinemas, cruise lines, stadiums and food service companies. PAR’s Government Business is a leader in providing computer-based system design, engineering and technical services to the Department of Defense and various federal agencies.
 
Visit www.partech.com for more information.
 
There will be a conference call at 10:00 a.m. eastern time on March 14, 2014, during which the Company’s management will discuss the financial results for the fourth quarter of 2013.  If you would like to participate in this conference please call 800-299-8538 approximately 10 minutes before the call is scheduled to begin and use the PAR pass code 94045188.  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.  In case you are unable to participate in the conference call, an automatic replay will be available on PAR’s website until March 21, 2014 or dial 888-286-8010 and use the Pass Code number 92737656 until March 21, 2014 as well.


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

 
 
December 31,
 
Assets
 
2013
   
2012
 
Current assets:
 
   
 
Cash and cash equivalents
 
$
10,015
   
$
19,475
 
Accounts receivable-net
   
30,688
     
29,890
 
Inventories-net
   
24,465
     
26,172
 
Deferred income taxes
   
13,408
     
11,037
 
Other current assets
   
3,418
     
3,236
 
Total current assets
   
81,994
     
89,810
 
Property, plant and equipment - net
   
5,494
     
5,857
 
Deferred income taxes
   
5,422
     
6,280
 
Goodwill
   
6,852
     
6,852
 
Intangible assets - net
   
15,071
     
11,747
 
Other assets
   
2,675
     
3,219
 
Total Assets
 
$
117,508
   
$
123,765
 
Liabilities and Shareholders’ Equity
               
Current liabilities:
               
Current portion of long-term debt
 
$
166
   
$
159
 
Accounts payable
   
17,200
     
21,216
 
Accrued salaries and benefits
   
6,663
     
6,397
 
Accrued expenses
   
2,701
     
4,467
 
Customer deposits
   
1,071
     
1,380
 
Deferred service revenue
   
12,170
     
12,522
 
Income taxes payable
   
185
     
547
 
Total current liabilities
   
40,156
     
46,688
 
Long-term debt
   
918
     
1,084
 
Other long-term liabilities
   
3,714
     
3,030
 
Liabilities of discontinued operations
   
-
     
141
 
Total liabilities
   
44,788
     
50,943
 
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; 17,301,925 and 17,038,405 shares issued; 15,593,816 and 15,330,718 outstanding
   
344
     
341
 
Capital in excess of par value
   
43,635
     
43,661
 
Retained earnings
   
35,116
     
34,758
 
Accumulated other comprehensive loss
   
(539
)
   
(104
)
Treasury stock, at cost, 1,708,109 and 1,707,687 shares
   
(5,836
)
   
(5,834
)
Total shareholders’ equity
   
72,720
     
72,822
 
Total Liabilities and Shareholders’ Equity
 
$
117,508
   
$
123,765
 
 

PAR TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except per share amounts)

 
 
For the three months ended
   
For the year ended
 
 
 
December 31,
   
December 31,
 
 
 
2013
   
2012
   
2013
   
2012
 
Net revenues:
 
   
   
   
 
Product
 
$
22,001
   
$
27,872
   
$
90,847
   
$
90,524
 
Service
   
15,498
     
18,031
     
61,529
     
66,144
 
Contract
   
22,167
     
20,526
     
89,018
     
88,491
 
 
   
59,666
     
66,429
     
241,394
     
245,159
 
 
                               
Costs of sales:
                               
Product
   
15,511
     
25,601
     
62,317
     
65,300
 
Service
   
10,161
     
12,260
     
43,659
     
46,073
 
Contract
   
20,143
     
18,690
     
82,583
     
82,841
 
 
   
45,815
     
56,551
     
188,559
     
194,214
 
Gross margin
   
13,851
     
9,878
     
52,835
     
50,945
 
Operating expenses:
                               
Selling, general and administrative
   
9,610
     
11,632
     
37,925
     
40,476
 
Research and development
   
3,991
     
3,750
     
15,567
     
13,697
 
Impairment of goodwill and intangible assets
   
-
     
300
     
-
     
300
 
Amortization of identifiable intangible assets
   
-
     
14
     
-
     
455
 
 
   
13,601
     
15,696
     
53,492
     
54,928
 
 
                               
Operating income (loss) from continuing operations
   
250
     
(5,818
)
   
(657
)
   
(3,983
)
Other income, net
   
133
     
436
     
506
     
876
 
Interest expense
   
(18
)
   
(5
)
   
(60
)
   
(69
)
 
                               
Income (loss) from continuing operations before provision for income taxes
   
365
     
(5,387
)
   
(211
)
   
(3,176
)
(Provision) benefit for income taxes
   
(120
)
   
1,797
     
780
     
1,414
 
Income (loss) from continuing operations
   
245
     
(3,590
)
   
569
     
(1,762
)
Discontinued operations
                               
Income (loss) on discontinued operations (net of tax)
   
-
     
(23
)
   
(211
)
   
1,447
 
Net income (loss)
 
$
245
   
$
(3,613
)
 
$
358
   
$
(315
)
Basic:
                               
Income (loss) from continuing operations
   
0.02
     
(0.24
)
   
0.04
     
(0.12
)
Income (loss) from discontinued operations
   
-
     
(.00
)
   
(0.01
)
   
0.10
 
Net income (loss)
 
$
0.02
   
$
(0.24
)
 
$
0.02
   
$
(0.02
)
Diluted:
                               
Income (loss) from continuing operations
   
0.02
     
(0.24
)
   
0.04
     
(0.12
)
Income (loss) from discontinued operations
   
-
     
(.00
)
   
(0.01
)
   
0.10
 
Net income (loss)
 
$
0.02
   
$
(0.24
)
 
$
0.02
   
$
(0.02
)
Weighted average shares outstanding
                               
Basic
   
15,456
     
15,145
     
15,240
     
15,115
 
Diluted
   
15,530
     
15,145
     
15,273
     
15,115
 


PAR Technology Corporation
Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, except per share data)

 
 
   
For the three months ended December 31, 2012
 
 
 
For the three months ended December 31, 2013
   
Reported basis (GAAP)
   
Adjustments
   
Comparable basis (Non-GAAP)
 
 
 
   
   
   
 
Net revenues
 
$
59,666
   
$
66,429
   
$
-
   
$
66,429
 
Costs of sales
   
45,815
     
56,551
     
5,303
     
51,248
 
Gross Margin
   
13,851
     
9,878
     
5,303
     
15,181
 
 
                               
Operating Expenses
                               
Selling, general and administrative
   
9,610
     
11,632
     
2,023
     
9,609
 
Research and development
   
3,991
     
3,750
     
-
     
3,750
 
Impairment of goodwill and intangible assets
   
-
     
300
     
300
     
-
 
Amortization of identifiable intangible assets
   
-
     
14
     
-
     
14
 
Total operating expenses
   
13,601
     
15,696
     
2,323
     
13,373
 
Operating income (loss) from continuing operations
   
250
     
(5,818
)
   
7,626
     
1,808
 
Other income, net
   
133
     
436
     
-
     
436
 
Interest expense
   
(18
)
   
(5
)
   
-
     
(5
)
Income (loss) from continuing operations before provision for income taxes
   
365
     
(5,387
)
   
7,626
     
2,239
 
(Provision)benefit for income taxes
   
(120
)
   
1,797
     
(2,838
)
   
(1,041
)
Income (loss) from continuing operations
   
245
     
(3,590
)
   
4,788
     
1,198
 
Loss from discontinued operations (net of tax)
   
-
     
(23
)
           
(23
)
Net Income (loss)
 
$
245
   
$
(3,613
)
         
$
1,175
 
Income  (loss) per diluted share – continuing operations
 
$
0.02
   
$
(0.24
)
         
$
0.08
 
Loss per diluted share – discontinued operations
 
$
-
   
$
(0.00
)
         
$
(0.00
)
Income  (loss) per diluted share
 
$
0.02
   
$
(0.24
)
         
$
0.08
 

The Company reports its financial results in accordance with GAAP, which refers to financial information presented in accordance with generally accepted accounting principles in the United States.  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.

During the fourth quarter 2013, the Company did not record any non-GAAP charges; however, during the fourth quarter of 2012, the Company recorded total charges of $7.6 million.  The most significant of the charges was $5.6 million (of which $5.3 million was non-cash) to reduce the net book value of an internally developed capitalized software asset in conjunction with the Company’s strategic initiative to streamline its Hospitality product portfolio.  In addition to this charge, the Company incurred legal costs of $1.5 million associated with an intellectual property matter which has since been settled.  The remaining charges totaling $0.5 million are attributable to a fair value adjustment on an indefinite lived intangible asset, as well as severance accruals, and other costs related to the cancellation of certain office leases.  The aforementioned charges, along with an associated adjustment to the Company’s provision for income taxes, 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.

PAR Technology Corporation
Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, except per share data)
 
 
 
For the year ended December 31, 2013
   
For the year ended December 31, 2012
 
 
 
Reported basis (GAAP)
   
Adjustments
   
Comparable basis (Non-GAAP)
   
Reported basis (GAAP)
   
Adjustments
   
Comparable basis (Non-GAAP)
 
 
 
   
   
   
   
   
 
Net revenues
 
$
241,394
     
-
   
$
241,394
   
$
245,159
   
$
-
   
$
245,159
 
 
                                               
Costs of sales
   
188,559
     
-
     
188,559
     
194,214
     
5,303
     
188,911
 
Gross Margin
   
52,835
     
-
     
52,835
     
50,945
     
5,303
     
56,248
 
 
                                               
Operating Expenses
                                               
Selling, general and administrative
   
37,925
     
772
     
37,153
     
40,476
     
2,023
     
38,453
 
Research and development
   
15,567
     
106
     
15,461
     
13,697
     
-
     
13,697
 
Impairment of goodwill and intangible assets
   
-
     
-
     
-
     
300
     
300
     
-
 
Amortization of identifiable intangible assets
   
-
     
-
     
-
     
455
     
-
     
455
 
Total operating expenses
   
53,492
     
878
     
52,614
     
54,928
     
2,323
     
52,605
 
Operating income (loss) from continuing operations
   
(657
)
   
878
     
221
     
(3,983
)
   
7,626
     
3,643
 
Other income, net
   
506
     
-
     
506
     
876
     
-
     
876
 
Interest expense
   
(60
)
   
-
     
(60
)
   
(69
)
   
-
     
(69
)
Income (loss) from continuing operations before provision for income taxes
   
(211
)
   
878
     
667
     
(3,176
)
   
7,626
     
4,450
 
(Provision) benefit for income taxes
   
780
     
(331
)
   
449
     
1,414
     
(2,838
)
   
(1,424
)
Income (loss) from continuing operations
   
569
     
547
     
1,116
     
(1,762
)
   
4,788
     
3,026
 
Income (loss) from discontinued operations (net of tax)
   
(211
)
           
(211
)
   
1,447
             
1,447
 
Net Income (loss)
 
$
358
           
$
905
   
$
(315
)
         
$
4,473
 
Income  (loss) per diluted share – continuing operations
 
$
0.04
           
$
0.07
   
$
(0.12
)
         
$
0.20
 
Income  (loss) per diluted share – discontinued operations
 
$
(0.01
)
         
$
(0.01
)
 
$
0.10
           
$
0.10
 
Income  (loss) per diluted share
 
$
0.02
           
$
0.06
   
$
(0.02
)
         
$
0.29
 

During 2013, the Company recorded total charges of $878,000.  The most significant of the charges was $607,000 of separation related costs.  In addition to this charge, the Company incurred legal costs of $271,000 associated with an intellectual property matter that was settled during the first quarter.  The aforementioned charges, along with an associated adjustment to the Company’s provision for income taxes 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.
 
During 2012, the Company recorded total charges of $7.6 million.  The most significant of the charges was $5.6 million (of which $5.3 million was non-cash) to reduce the net book value of an internally developed capitalized software asset in conjunction with the Company’s strategic initiative to streamline its Hospitality product portfolio.  In addition to this charge, the Company incurred legal costs of $1.5 million associated with an intellectual property matter which has since been settled.  The remaining charges totaling $0.5 million are attributable to a fair value adjustment on an indefinite lived intangible asset, as well as severance accruals, and other costs related to the cancellation of certain office leases.  The aforementioned charges, along with an associated adjustment to the Company’s provision for income taxes, 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.