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): July 23, 2003
PAR TECHNOLOGY CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-09720 16-1434688
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (315) 738-0600
Not Applicable
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(Former Name or Former Address, if changed since Last Report)
Item 9. Regulation FD Disclosure.
(a) The information contained in this Item 9 of the Current Report is intended
to be furnished pursuant to "Item 12. Results of Operations and Financial
Condition" of Form 8-K, but is instead furnished under "Item 9. Regulation
FD Disclosure" of Form 8-K, in accordance with SEC Release Nos. 33-8216 and
34-47583.
(b) 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.
(c) On July 23, 2003, PAR Technology Corporation issued a press release
announcing its results of operation for the quarterly period ending June
30, 2003. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
99.1 Press Release dated July 23, 2003.
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
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(Registrant)
Date: July 23, 2003
/s/RONALD J. CASCIANO
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Ronald J. Casciano
Vice President, Chief Financial Officer
and Treasurer
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release dated July 23, 2003.
Exhibit 99.1
PAR TECHNOLOGY CORPORATION
-REPORTS SECOND QUARTER RESULTS-
----------------------------------------------------------------
NEW HARTFORD, NY, PAR TECHNOLOGY CORPORATION (NYSE:PTC)
New Hartford, NY--July 23, 2003--PAR Technology Corporation (NYSE:PTC - News)
today announced results for the second quarter ended June 30, 2003. PAR reported
second quarter revenues of $32 million, a 6% decrease from the $33.9 million
reported in the same period a year ago. Income from continuing operations for
the second quarter was $351,000 compared with $702,000 reported in the second
quarter of 2002. The Company reported diluted earnings per share from continuing
operations of $0.04 for the second quarter of 2003, compared to diluted earnings
per share of $0.08 for the second quarter of last year. Net income for the
second quarter 2003 was $308,000 or $0.04 diluted earnings per share. This
compares to $188,000 net income and $0.02 diluted earnings per share in the
second quarter 2002. For the six months ended June 30, 2003, PAR Technology
Corporation reported revenues from continuing operations of $62.6 million, an 8%
decrease from the $67.6 million reported one year ago. The Company also reported
income from continuing operations of $607,000 in the first six months of 2003
versus $1.5 million for the first six months of 2002. Diluted net income per
share from continuing operations for the first six months of 2003 was reported
at $0.07, compared to diluted net income per share of $0.19 reported for the
same period in 2002. Net income for the first six months of 2003 was $537,000 or
$0.06 diluted earnings per share. This compares to net income of $699,000 and
$0.09 diluted earnings per share for the first six months of 2002.
John W. Sammon, PAR Chairman and CEO commented on the results. "The financial
results for the quarter are generally within our expected range of performance.
The continued depressed global hospitality technology market has limited our
pace of improvement during the first six months of this year. There is, however,
a growing sense that conditions are improving within our industry. As reflected
in actions from customers and statements from market analysts, the demand for
hospitality technology is increasing. We expect that these trends will translate
into improving revenues for both our technology products and service offerings."
"As for our Government Services business, we are pleased with the year over year
revenue gain of 13% in the quarter. This growth is consistent with our plan and
is expected to accelerate as we expand our work under existing contracts. This
growth once again confirms our position as a leading provider of technical IT
outsourcing services and applied technology to the Department of Defense, the
Intelligence Community and to State Government Agencies."
Sammon also added, "As PAR concentrates on increasing our revenue base, we will
continue to focus on close control of expenses and cash, with an eye to
balancing our short-term and long-term needs. Taken as a whole, the events of
the second quarter affirm our decision making and strategic direction."
Forward-looking statements in this release 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, 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 and litigation, risks
associated with government contracting, 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 develops, markets and supports hardware and software
products that improve the ability of business professionals to make timely,
fact-based business decisions. The Company is the world's largest supplier of
Point-of-Sale systems to the quick service restaurant market with over 30,000
systems installed in over 95 countries. In addition 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 additional
information visit PAR's website at www.partech.com.
PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands Except Share Amounts)
(Unaudited)
June 30, December 31,
2003 2002
Assets -------- --------
Current Assets:
Cash ...................................... $ 1,517 $ 490
Accounts receivable-net ................... 23,462 25,843
Inventories-net ........................... 32,535 34,274
Deferred income taxes ..................... 6,082 5,766
Other current assets ...................... 2,273 2,638
Total assets of discontinued operation .... 30 59
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Total current assets .................. 65,899 69,070
Property, plant and equipment - net ............ 7,719 8,455
Deferred income taxes .......................... 4,102 4,386
Other assets ................................... 3,086 3,211
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$ 80,806 $ 85,122
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Liabilities and Shareholders' Equity
Current Liabilities:
Notes payable ............................. $ 9,461 $ 9,634
Accounts payable .......................... 4,533 8,371
Accrued salaries and benefits ............. 4,355 4,615
Accrued expenses .......................... 1,990 2,077
Deferred service revenue .................. 5,787 6,704
Total liabilities of discontinued operation 251 342
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Total current liabilities ............. 26,377 31,743
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Long-term debt ................................. 2,137 2,181
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Shareholders' Equity:
Preferred stock, $.02 par value,
1,000,000 shares authorized ............. -- --
Common stock, $.02 par value,
19,000,000 shares authorized;
9,853,712 and 9,770,262 shares issued
8,443,025 and 8,359,575 outstanding .... 197 195
Capital in excess of par value ............ 29,181 28,926
Retained earnings ......................... 30,483 29,946
Accumulative other comprehensive loss ..... (516) (816)
Treasury stock, at cost, 1,410,687 shares . (7,053) (7,053)
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Total shareholders' equity ............ 52,292 51,198
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$ 80,806 $ 85,122
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PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except Per Share Amounts)
(Unaudited)
For the three months For the six months
ended June 30, ended June 30,
-------------------- --------------------
Restated Restated
2003 2002 2003 2002
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Net revenues:
Product ........................... $ 13,059 $ 15,158 $ 25,412 $ 30,574
Service ........................... 8,634 9,644 17,103 18,444
Contract .......................... 10,318 9,116 20,038 18,615
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32,011 33,918 62,553 67,633
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Costs of sales:
Product ........................... 8,528 10,275 16,590 20,974
Service ........................... 7,242 8,166 14,409 15,373
Contract .......................... 9,897 8,439 19,169 17,430
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25,667 26,880 50,168 53,777
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Gross margin ................ 6,344 7,038 12,385 13,856
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Operating expenses:
Selling, general and administrative 4,700 4,735 9,111 8,923
Research and development .......... 1,262 1,338 2,421 2,767
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5,962 6,073 11,532 11,690
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Operating income from
continuing operations ............. 382 965 853 2,166
Other income, net ...................... 313 181 389 310
Interest expense ....................... (152) (208) (295) (425)
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Income from continuing operations
before provision for income taxes .... 543 938 947 2,051
Provision for income taxes ............. (192) (236) (340) (517)
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Income from continuing operations ...... 351 702 607 1,534
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Discontinued operations:
Loss from operations of
discontinued component ......... (67) (687) (109) (1,117)
Income tax benefit ................ 24 173 39 282
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Loss on discontinued operations ... (43) (514) (70) (835)
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Net income ........................... $ 308 $ 188 $ 537 $ 699
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PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (Continued)
(In Thousands Except Per Share Amounts)
(Unaudited)
For the three months For the six months
ended June 30, ended June 30,
---------------------- ----------------------
Restated Restated
2003 2002 2003 2002
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Earnings per share:
Basic:
Income from continuing operations $ .04 $ .09 $ .07 $ .19
Loss from discontinued operations $ (.01) $ (.07) $ (.01) $ (.11)
Net income ................ $ .04 $ .02 $ .06 $ .09
Diluted:
Income from continuing operations $ .04 $ .08 $ .07 $ .19
Loss from discontinued operations $ -- $ (.06) $ (.01) $ (.10)
Net income ................ $ .04 $ .02 $ .06 $ .09
Weighted average shares outstanding
Basic ........................... 8,422 7,891 8,398 7,886
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Diluted ......................... 8,765 8,279 8,766 8,164
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