Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 01, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | PAR TECHNOLOGY CORP | |
Entity Central Index Key | 708,821 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 15,542,100 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net revenues: | ||||
Product | $ 25,802 | $ 22,953 | $ 47,488 | $ 41,545 |
Service | 15,929 | 14,920 | 30,031 | 29,170 |
Contract | 21,561 | 19,529 | 45,397 | 43,228 |
Revenue, net | 63,292 | 57,402 | 122,916 | 113,943 |
Costs of sales: | ||||
Product | 18,172 | 15,815 | 33,013 | 28,718 |
Service | 10,404 | 10,831 | 19,724 | 20,384 |
Contract | 20,189 | 18,495 | 42,663 | 40,567 |
Cost of goods and services sold | 48,765 | 45,141 | 95,400 | 89,669 |
Gross margin | 14,527 | 12,261 | 27,516 | 24,274 |
Operating expenses: | ||||
Selling, general and administrative | 9,253 | 9,513 | 18,317 | 18,776 |
Research and development | 4,420 | 3,761 | 8,765 | 7,625 |
Amortization of identifiable intangible assets | 249 | 0 | 498 | 0 |
Operating expenses | 13,922 | 13,274 | 27,580 | 26,401 |
Operating income (loss) | 605 | (1,013) | (64) | (2,127) |
Other (expense) income, net | (10) | 406 | (239) | 328 |
Interest expense | (85) | (25) | (171) | (42) |
Income (loss) before (provision for) benefit from income taxes | 510 | (632) | (474) | (1,841) |
(Provision for) or benefit from income taxes | (409) | 113 | 190 | 333 |
Net income (loss) | $ 101 | $ (519) | $ (284) | $ (1,508) |
Earnings (loss) per Share: | ||||
Basic (in dollars per share) | $ 0.01 | $ (0.03) | $ (0.02) | $ (0.10) |
Diluted (in dollars per share) | $ 0.01 | $ (0.03) | $ (0.02) | $ (0.10) |
Weighted average shares outstanding | ||||
Basic (in shares) | 15,584 | 15,612 | 15,541 | 15,473 |
Diluted (in shares) | 15,671 | 15,612 | 15,541 | 15,473 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) [Abstract] | ||||
Net income (loss) | $ 101 | $ (519) | $ (284) | $ (1,508) |
Other comprehensive loss, net of applicable tax: | ||||
Foreign currency translation adjustments | (23) | (95) | (278) | (85) |
Comprehensive income (loss) | $ 78 | $ (614) | $ (562) | $ (1,593) |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 5,136 | $ 10,167 |
Accounts receivable - net | 34,467 | 31,445 |
Inventories-net | 24,936 | 25,922 |
Deferred income taxes | 5,583 | 4,512 |
Other current assets | 4,352 | 4,597 |
Total current assets | 74,474 | 76,643 |
Property, plant and equipment - net | 6,353 | 6,135 |
Deferred income taxes | 10,948 | 11,357 |
Goodwill | 17,167 | 17,167 |
Intangible assets - net | 22,863 | 22,952 |
Other assets | 3,676 | 3,043 |
Total Assets | 135,481 | 137,297 |
Current liabilities: | ||
Current portion of long-term debt | 3,176 | 3,173 |
Borrowings under line of credit | 3,276 | 5,000 |
Accounts payable | 15,422 | 19,676 |
Accrued salaries and benefits | 6,376 | 6,429 |
Accrued expenses | 6,150 | 6,578 |
Customer deposits | 4,078 | 2,345 |
Deferred service revenue | 16,175 | 12,695 |
Income taxes payable | 373 | 475 |
Total current liabilities | 55,026 | 56,371 |
Long-term debt | 2,528 | 2,566 |
Other long-term liabilities | 8,765 | 8,847 |
Total liabilities | $ 66,319 | $ 67,784 |
Commitments and contingencies | ||
Shareholders' Equity: | ||
Preferred stock, $.02 par value, 1,000,000 shares authorized | $ 0 | $ 0 |
Common stock, $.02 par value, 29,000,000 shares authorized; 17,250,209 and 17,274,708 shares issued, 15,542,100 and 15,566,599 outstanding at June 30, 2015 and December 31, 2014, respectively | 345 | 346 |
Capital in excess of par value | 45,066 | 44,854 |
Retained earnings | 31,181 | 31,465 |
Accumulated other comprehensive loss | (1,594) | (1,316) |
Treasury stock, at cost, 1,708,109 shares | (5,836) | (5,836) |
Total shareholders' equity | 69,162 | 69,513 |
Total Liabilities and Shareholders' Equity | $ 135,481 | $ 137,297 |
CONSOLIDATED BALANCE SHEETS (U5
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Shareholders Equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.02 | $ 0.02 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Common stock, par value (in dollars per share) | $ 0.02 | $ 0.02 |
Common stock, authorized (in shares) | 29,000,000 | 29,000,000 |
Common stock, issued (in shares) | 17,250,209 | 17,274,708 |
Common stock, outstanding (in shares) | 15,542,100 | 15,566,599 |
Treasury stock, at cost (in shares) | 1,708,109 | 1,708,109 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (284) | $ (1,508) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation, amortization and accretion | 2,310 | 1,661 |
Provision for bad debts | 276 | 205 |
Provision for obsolete inventory | 792 | 1,534 |
Equity based compensation | 273 | 802 |
Deferred income tax | (662) | (355) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,298) | (850) |
Inventories | 194 | 506 |
Income tax payable | (102) | (441) |
Other current assets | 245 | 169 |
Other assets | (633) | (221) |
Accounts payable | (4,254) | 539 |
Accrued salaries and benefits | (53) | (701) |
Accrued expenses | (428) | 1,010 |
Customer deposits | 1,733 | (320) |
Deferred service revenue | 3,480 | 3,751 |
Other long-term liabilities | (82) | (10) |
Deferred tax equity based compensation | (61) | 0 |
Net cash (used in) provided by operating activities | (554) | 5,771 |
Cash flows from investing activities: | ||
Capital expenditures | (959) | (1,171) |
Capitalization of software costs | (1,429) | (1,526) |
Net cash used in investing activities | (2,388) | (2,697) |
Cash flows from financing activities: | ||
Payments of long-term debt | (86) | (82) |
Payments of other borrowings | (1,724) | 0 |
Proceeds and excess tax benefits from stock awards, net | (1) | 3 |
Net cash used in financing activities | (1,811) | (79) |
Effect of exchange rate changes on cash and cash equivalents | (278) | (57) |
Net (decrease) increase in cash and cash equivalents | (5,031) | 2,938 |
Cash and cash equivalents at beginning of period | 10,167 | 10,015 |
Cash and equivalents at end of period | 5,136 | 12,953 |
Cash paid during the period for: | ||
Interest | 111 | 42 |
Income taxes, net of refunds | $ 102 | $ 416 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1 — Summary of Significant Accounting Policies The accompanying unaudited interim consolidated financial statements have been prepared by PAR Technology Corporation (the “Company” or “PAR”) in accordance with U.S. generally accepted accounting principles for interim financial statements and with the instructions to Form 10-Q and Regulation S-X pertaining to interim financial statements. Accordingly, these interim financial statements do not include all information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. 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 results of operations for the six months ended June 30, 2015 are not necessarily indicative of the results of operations to be expected for any future period. The consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2014 included in the Company’s December 31, 2014 Annual Report to the Securities and Exchange Commission on Form 10-K. The preparation of consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include: the carrying amount of property, plant and equipment, identifiable intangible assets and goodwill, equity based compensation, and valuation allowances for receivables, inventories and deferred income taxes. Actual results could differ from those estimates. The current economic conditions and the continued financial volatility in the U.S. and in many other countries in which the Company operates could contribute to decreased consumer confidence and continued economic uncertainty which may adversely impact the Company’s operating performance. The Company continues to see strength in the markets which it serves; however the continued instability in the global economy could have an impact on purchases of the Company’s products, which could result in a reduction of sales, operating income and cash flows. A decline in these results could have a material adverse impact on the underlying estimates used in deriving the fair value of the Company’s reporting units used in support of its annual goodwill impairment test Certain amounts for prior periods have been reclassified to conform to the current period classification. |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2015 | |
Acquisition [Abstract] | |
Acquisition | Note — Acquisition On September 18, 2014, PAR and its wholly-owned subsidiary, ParTech, Inc. ("ParTech"), entered into and closed a definitive agreement with Brink Software Inc. ("Brink") and all the shareholders of Brink pursuant to which ParTech has purchased the equity interest of Brink in a two-step closing. This acquisition was to expand the Company’s cloud based POS software offerings to complement the Company’s existing infrastructure. The guaranteed portion of the purchase price for Brink’s shares will total $10 million in cash, which is payable over a period of two years with $5.0 million paid at closing, $3.0 million payable on the first year anniversary of close, and $2.0 million payable on the second year anniversary of close. In addition to the guaranteed payments, there is a contingent consideration of up to $7.0 million payable to the former owners of Brink based on the achievement of certain conditions as defined in the definitive agreement. The payment of $5.0 million on September 18, 2014, was for the purchase of 51% of Brink’s outstanding shares. The remaining 49% will be purchased and transferred on September 18, 2015, the first anniversary of the initial closing date, for a purchase price of $5.0 million, $3.0 million of which will be payable at the second closing and the $2.0 million balance will be payable on September 18, 2016. The Company has a current note payable included within the Consolidated Balance Sheet of $3.0 million for payment at the second close. The estimated fair value of the long term portion of the note payable due on September 18, 2016 is approximately $1.9 million and is included within long-term debt in PAR’s consolidated balance sheet. Per the stock purchase agreement, Brink shareholders assigned their voting rights of the remaining 49% of Brink shares to PAR. As a result, PAR controls 100% of the Brink shares and fully consolidates the financial results of Brink in accordance with ASC Topic 805. The agreement also provides for up to $1.0 million of the purchase price to be delivered into escrow if one or more claims arise within the first twelve months of the transaction. Such escrow will serve as a source of payment for any indemnification obligations that may arise. The contingent purchase price maximum of $7.0 million can be earned through fiscal year 2018, based upon the achievement of certain conditions as defined in the definitive agreement. The estimated fair value of this contingent consideration is approximately $5.0 million and is included within non-current liabilities in PAR’s consolidated balance sheet. On an unaudited proforma basis, assuming the completed acquisition had occurred as of the beginning of the period presented, the consolidated results of the Company would have been as follows (in thousands, except per share amounts): For the three months For the six months ended June 30, 2014 ended June 30, 2014 Revenues $ 57,868 $ 114,771 Net loss $ (502 ) $ (1,501 ) Earnings per share: Basic $ (0.03 ) $ (0.10 ) Diluted $ (0.03 ) $ (0.10 ) The unaudited proforma financial information presented above gives effect to purchase accounting adjustments which have resulted or are expected to result from the acquisition. This proforma information is not necessarily indicative of the results that would actually have been obtained had the companies combined for the periods presents. |
Accounts Receivable, net
Accounts Receivable, net | 6 Months Ended |
Jun. 30, 2015 | |
Accounts Receivable, net [Abstract] | |
Accounts Receivable, net | Note — Accounts Receivable, net (in thousands) June 30, December 31, 2015 2014 Government segment: Billed $ 10,018 $ 9,340 Advanced billings (1,485 ) (450 ) 8,533 8,890 Hospitality segment: Accounts receivable - net 25,934 22,555 $ 34,467 $ 31,445 At June 30, 2015 and December 31, 2014, the Company had recorded allowances for doubtful accounts of $553,000 and $582,000, respectively, against Hospitality accounts receivable. |
Inventories, net
Inventories, net | 6 Months Ended |
Jun. 30, 2015 | |
Inventories, net [Abstract] | |
Inventories, net | Note — Inventories, net Inventories are primarily used in the manufacture and service of Hospitality products. The components of inventory consist of the following: (in thousands) June 30, December 31, 2015 2014 Finished goods $ 12,776 $ 13,609 Work in process 535 457 Component parts 3,794 3,748 Service parts 7,831 8,108 $ 24,936 $ 25,922 At June 30, 2015 and December 31, 2014, the Comnay had recorded inventory reserves of $8.5 million and $7.9 million, respectively, against Hospitality inventories. |
Identifiable intangible assets
Identifiable intangible assets and Goodwill | 6 Months Ended |
Jun. 30, 2015 | |
Identifiable intangible assets and Goodwill [Abstract] | |
Identifiable intangible assets and Goodwill | Note — Identifiable intangible assets and Goodwill The Company capitalizes certain costs related to the development of computer software sold by its Hospitality segment. Software development costs incurred prior to establishing technological feasibility are charged to operations and included in research and development costs in the period the costs are incurred. Software development costs incurred after establishing technological feasibility (as defined within ASC 985-20) are capitalized and amortized on a product-by-product basis when the product is available for general release to customers. Software costs capitalized during the three months and six months ended June 30, 2015 were $807,000 and $1,429,000 respectively. Software costs capitalized during the three and six months ended June 30, 2014 were $532,000 and $1,526,000, respectively. Annual amortization, charged to cost of sales when the product is available for general release to customers, is computed using the greater of (a) the straight-line method over the remaining estimated economic life of the product, generally three to seven years or (b) the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product. Amortization of capitalized software costs for the three and six months ended June 30, 2015 were $520,000 and $1,020,000, respectively. Amortization for the three and six months ended June 30, 2014 were $468,000 and $932,000, respectively. During the three and six months ended June 30, 2015, the Company recorded $249,000 and $498,000, respectively, of amortization expense associated with acquired identifiable assets from the acquisition of Brink Software that was acquired on September 18, 2014. The Company did not record amortization expense associated with acquired identifiable assets for the three and six months ended June 30, 2014. The components of identifiable intangible assets are: (in thousands) June 30, December 31, 2015 2014 Acquired and internally developed software costs $ 27,563 $ 26,134 Customer relationships 160 160 Non-competition agreements 30 30 Trademarks, trade names (non-amortizable) 2,200 2,200 29,953 28,524 Less accumulated amortization (7,090 ) (5,572 ) $ 22,863 $ 22,952 The future amortization of these intangible assets assuming straight-line amortization of capitalized software costs is as follows (in thousands): 2015 $ 1,707 2016 3,700 2017 3,599 2018 3,448 2019 3,069 Thereafter 5,140 Total $ 20,663 The Company tests goodwill for impairment on an annual basis, or more often if events or circumstances indicate that there may be impairment. The Company operates in two business segments, Hospitality and Government. Goodwill impairment testing is performed at the sub-segment level (referred to as a reporting unit). The three reporting units utilized by the Company for its impairment testing are: Restaurant, Hotel/Resort/Spa, and Government. Goodwill is assigned to a specific reporting unit at the date the goodwill is initially recorded. Once goodwill has been assigned to a specific reporting unit, it no longer retains its association with a particular acquisition, and all of the activities within a reporting unit, whether acquired or organically grown, are available to support the value of the goodwill. During the second quarter of 2015, the Company determined, as a result of the potential decline in fair value for one of the Company’s reporting segments, a goodwill impairment triggering event has occurred. However, due to the significant effort that is required to determine the implied fair value of the reporting unit’s goodwill, we are unable to reasonably estimate the amount of goodwill impairment, if any, during the second quarter. The Company will conduct a formal impairment test prior to the required annual test in the fourth quarter, which may result in a material impairment charge. The amount of goodwill carried by the Restaurants, Hotel/Resort/Spa and Government reporting units is $10.3 million, $6.1 million and $0.7 million, respectively, at June 30, 2015 and December 31, 2014. |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Stock Based Compensation [Abstract] | |
Stock Based Compensation | Note — Stock Based Compensation The Company applies the fair value recognition provisions of ASC Topic 718 Stock-Based Compensation. The Company recorded stock based compensation of $28,000 and $273,000 for the three and six months ended June 30, 2015, respectively. Total stock-based compensation expense included within operating expenses for the three and six months ended June 30, 2014 was $278,000 and $802,000, respectively. At June 30, 2015, the unrecognized compensation expense related to non-vested equity awards was $1.1 million (net of estimated forfeitures), which is expected to be recognized as compensation expense in fiscal years 2015 through 2018. During the first six months of 2015, the Company granted a total of 34,152 equity awards as approved by the Company’s Compensation Committee of its Board of Directors to its board members and various employees of the Company under the 2005 Equity Incentive Plan. The awards granted are time vested over specific service periods as defined in the agreements. For the three and six month period ended June 30, 2015, the Company recognized compensation expense related to the performance awards based on its estimate of the probability of the achievement in accordance with ASC Topic 718. |
Earnings per share
Earnings per share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings per share [Abstract] | |
Earnings per share | Note — Earnings per share Earnings per share are calculated in accordance with ASC Topic 260, which specifies the computation, presentation and disclosure requirements for earnings per share (EPS). It requires the presentation of basic and diluted EPS. Basic EPS excludes all dilution and is based upon the weighted average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. For the three months ended June 30, 2015, there were 279,000 anti-dilutive stock options outstanding. For the six months ended June 30, 2015 there were no anti-dilutive stock options outstanding as the Company reported a net loss. For the three and six months ended June 30, 2014 there was no anti-dilutive stock options outstanding as the Company reported a net loss for both periods. The following is a reconciliation of the weighted average shares outstanding for the basic and diluted EPS computations (in thousands, except per share data): For the three months ended June 30, 2015 2014 Net income (loss) $ 101 $ (519 ) Basic: Shares outstanding at beginning of period 15,585 15,612 Weighted average shares issued during the period, net (1 ) - Weighted average common shares, basic 15,584 15,612 Net income (loss) per common share, basic $ 0.01 $ (0.03 ) Diluted: Weighted average common shares, basic 15,584 15,612 Dilutive impact of stock options and restricted stock awards 87 - Weighted average common shares, diluted 15,671 15,612 Net income (loss) per common share, diluted $ 0.01 $ (0.03 ) For the six months ended June 30, 2015 2014 Net loss $ (284 ) $ (1,508 ) Basic: Shares outstanding at beginning of period 15,592 15,473 Weighted average shares issued during the period, net (51 ) - Weighted average common shares, basic 15,541 15,473 Net loss per common share, basic $ (0.02 ) $ (0.10 ) Diluted: Weighted average common shares, basic 15,541 15,473 Dilutive impact of stock options and restricted stock awards - - Weighted average common shares, diluted 15,541 15,473 Net loss per common share, diluted $ (0.02 ) $ (0.10 ) |
Segment and Related Information
Segment and Related Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment and Related Information [Abstract] | |
Segment and Related Information | Note — Segment and Related Information The Company is organized and operates in three operating reporting units: Restaurant/Retail, Hotel/Spa, and Government. The Company has identified Government as a separate reportable segment and has aggregated its two Restaurant/Retail/Hotel/Spa reporting units into one reportable segment, Hospitality, as the reporting units share many similar economical characteristics. Management views the Government and Hospitality segments separately in operating its business, as the products and services are different for each segment. The Company’s chief operating decision maker is the Company’s Chief Executive Officer. The Company has two reportable segments, Hospitality and Government. The Hospitality segment offers integrated solutions to the hospitality industry. These offerings include industry leading hardware and software applications utilized at the point-of-sale, back of store and corporate office, property management, spa and activity applications and includes the acquisition of Brink Software. This segment also offers customer support including field service, installation, and twenty-four hour telephone support and depot repair. The Government segment performs complex technical studies, analysis, and experiments, develops innovative solutions, and provides on-site engineering in support of advanced defense, security, and aerospace systems. This segment also provides expert on-site services for operating and maintaining U.S. Government-owned communication assets. Information noted as “Other” primarily relates to the Company’s corporate, home office operations. Information as to the Company's segments is set forth below. (in thousands) For the three months For the six months ended June 30, ended June 30 2015 2014 2015 2014 Revenues: Hospitality $ 41,731 $ 37,873 $ 77,519 $ 70,715 Government 21,561 19,529 45,397 43,228 Total $ 63,292 $ 57,402 $ 122,916 $ 113,943 Operating income (loss): Hospitality $ (634 ) $ (1,765 ) $ (2,275 ) $ (3,826 ) Government 1,288 962 2,533 2,449 Other (49 ) (210 ) (322 ) (750 ) 605 (1,013 ) (64 ) (2,127 ) Other (expense) income, net (10 ) 406 (239 ) 328 Interest expense (85 ) (25 ) (171 ) (42 ) Income (loss) before income taxes $ 510 $ (632 ) $ (474 ) $ (1,841 ) Depreciation, amortization and accretion: Hospitality $ 1,088 $ 749 $ 2,150 $ 1,494 Government 13 12 25 25 Other 66 70 135 142 Total $ 1,167 $ 831 $ 2,310 $ 1,661 Capital expenditures including software costs: Hospitality $ 1,426 $ 767 $ 2,291 $ 2,208 Government - - - 26 Other 37 349 97 463 Total $ 1,463 $ 1,116 $ 2,388 $ 2,697 Revenues by country: United States $ 53,954 $ 49,771 $ 107,207 $ 99,326 Other Countries 9,338 7,631 15,709 14,617 Total $ 63,292 $ 57,402 $ 122,916 $ 113,943 The following table represents identifiable assets by business segment: (in thousands) June 30, December 31, 2015 2014 Hospitality $ 103,438 $ 104,027 Government 10,276 11,221 Other 21,767 22,049 Total $ 135,481 $ 137,297 The following table represents assets by country based on the location of the assets: (in thousands) June 30, December 31, 2015 2014 United States $ 120,020 $ 116,155 Other Countries 15,461 21,142 Total $ 135,481 $ 137,297 The following table represents Goodwill by business segment: (in thousands) June 30, December 31, 2015 2014 Hospitality $ 16,431 $ 16,431 Government 736 736 Total $ 17,167 $ 17,167 Customers comprising 10% or more of the Company's total revenues are summarized as follows: For the Three Months Ended June 30, For the three Months Ended June 30, For the six Months Ended June 30, For the six Months Ended June 30, 2015 2014 2015 2014 Hospitality segment McDonald’s Corporation 22 % 16 % 19 % 15 % Yum! Brands, Inc. 13 % 17 % 10 % 14 % Government segment U.S. Department of Defense 34 % 34 % 37 % 38 % All Others 31 % 33 % 34 % 33 % 100 % 100 % 100 % 100 % |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Acquisition [Abstract] | |
Schedule of unaudited proforma information | On an unaudited proforma basis, assuming the completed acquisition had occurred as of the beginning of the period presented, the consolidated results of the Company would have been as follows (in thousands, except per share amounts): For the three months For the six months ended June 30, 2014 ended June 30, 2014 Revenues $ 57,868 $ 114,771 Net loss $ (502 ) $ (1,501 ) Earnings per share: Basic $ (0.03 ) $ (0.10 ) Diluted $ (0.03 ) $ (0.10 ) |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounts Receivable, net [Abstract] | |
Accounts receivable, net | (in thousands) June 30, December 31, 2015 2014 Government segment: Billed $ 10,018 $ 9,340 Advanced billings (1,485 ) (450 ) 8,533 8,890 Hospitality segment: Accounts receivable - net 25,934 22,555 $ 34,467 $ 31,445 |
Inventories, net (Tables)
Inventories, net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventories, net [Abstract] | |
Components of inventory | The components of inventory consist of the following: (in thousands) June 30, December 31, 2015 2014 Finished goods $ 12,776 $ 13,609 Work in process 535 457 Component parts 3,794 3,748 Service parts 7,831 8,108 $ 24,936 $ 25,922 At June 30, 2015 and December 31, 2014, the Comnay had recorded inventory reserves of $8.5 million and $7.9 million, respectively, against Hospitality inventories. |
Identifiable intangible asset18
Identifiable intangible assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Identifiable intangible assets and Goodwill [Abstract] | |
Components of identifiable intangible assets | The components of identifiable intangible assets are: (in thousands) June 30, December 31, 2015 2014 Acquired and internally developed software costs $ 27,563 $ 26,134 Customer relationships 160 160 Non-competition agreements 30 30 Trademarks, trade names (non-amortizable) 2,200 2,200 29,953 28,524 Less accumulated amortization (7,090 ) (5,572 ) $ 22,863 $ 22,952 |
Future amortization of intangible assets | The future amortization of these intangible assets assuming straight-line amortization of capitalized software costs is as follows (in thousands): 2015 $ 1,707 2016 3,700 2017 3,599 2018 3,448 2019 3,069 Thereafter 5,140 Total $ 20,663 |
Earnings per share (Tables)
Earnings per share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings per share [Abstract] | |
Reconciliation of the weighted average shares outstanding for the basic and diluted EPS computations | The following is a reconciliation of the weighted average shares outstanding for the basic and diluted EPS computations (in thousands, except per share data): For the three months ended June 30, 2015 2014 Net income (loss) $ 101 $ (519 ) Basic: Shares outstanding at beginning of period 15,585 15,612 Weighted average shares issued during the period, net (1 ) - Weighted average common shares, basic 15,584 15,612 Net income (loss) per common share, basic $ 0.01 $ (0.03 ) Diluted: Weighted average common shares, basic 15,584 15,612 Dilutive impact of stock options and restricted stock awards 87 - Weighted average common shares, diluted 15,671 15,612 Net income (loss) per common share, diluted $ 0.01 $ (0.03 ) For the six months ended June 30, 2015 2014 Net loss $ (284 ) $ (1,508 ) Basic: Shares outstanding at beginning of period 15,592 15,473 Weighted average shares issued during the period, net (51 ) - Weighted average common shares, basic 15,541 15,473 Net loss per common share, basic $ (0.02 ) $ (0.10 ) Diluted: Weighted average common shares, basic 15,541 15,473 Dilutive impact of stock options and restricted stock awards - - Weighted average common shares, diluted 15,541 15,473 Net loss per common share, diluted $ (0.02 ) $ (0.10 ) |
Segment and Related Informati20
Segment and Related Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment and Related Information [Abstract] | |
Information of the Company's segments | Information as to the Company's segments is set forth below. (in thousands) For the three months For the six months ended June 30, ended June 30 2015 2014 2015 2014 Revenues: Hospitality $ 41,731 $ 37,873 $ 77,519 $ 70,715 Government 21,561 19,529 45,397 43,228 Total $ 63,292 $ 57,402 $ 122,916 $ 113,943 Operating income (loss): Hospitality $ (634 ) $ (1,765 ) $ (2,275 ) $ (3,826 ) Government 1,288 962 2,533 2,449 Other (49 ) (210 ) (322 ) (750 ) 605 (1,013 ) (64 ) (2,127 ) Other (expense) income, net (10 ) 406 (239 ) 328 Interest expense (85 ) (25 ) (171 ) (42 ) Income (loss) before income taxes $ 510 $ (632 ) $ (474 ) $ (1,841 ) Depreciation, amortization and accretion: Hospitality $ 1,088 $ 749 $ 2,150 $ 1,494 Government 13 12 25 25 Other 66 70 135 142 Total $ 1,167 $ 831 $ 2,310 $ 1,661 Capital expenditures including software costs: Hospitality $ 1,426 $ 767 $ 2,291 $ 2,208 Government - - - 26 Other 37 349 97 463 Total $ 1,463 $ 1,116 $ 2,388 $ 2,697 Revenues by country: United States $ 53,954 $ 49,771 $ 107,207 $ 99,326 Other Countries 9,338 7,631 15,709 14,617 Total $ 63,292 $ 57,402 $ 122,916 $ 113,943 |
Identifiable assets by business segment | The following table represents identifiable assets by business segment: (in thousands) June 30, December 31, 2015 2014 Hospitality $ 103,438 $ 104,027 Government 10,276 11,221 Other 21,767 22,049 Total $ 135,481 $ 137,297 |
Identifiable assets by geographic area | The following table represents assets by country based on the location of the assets: (in thousands) June 30, December 31, 2015 2014 United States $ 120,020 $ 116,155 Other Countries 15,461 21,142 Total $ 135,481 $ 137,297 |
Goodwill by business segment | The following table represents Goodwill by business segment: (in thousands) June 30, December 31, 2015 2014 Hospitality $ 16,431 $ 16,431 Government 736 736 Total $ 17,167 $ 17,167 |
Revenue percentage by customer/segment | Customers comprising 10% or more of the Company's total revenues are summarized as follows: For the Three Months Ended June 30, For the three Months Ended June 30, For the six Months Ended June 30, For the six Months Ended June 30, 2015 2014 2015 2014 Hospitality segment McDonald’s Corporation 22 % 16 % 19 % 15 % Yum! Brands, Inc. 13 % 17 % 10 % 14 % Government segment U.S. Department of Defense 34 % 34 % 37 % 38 % All Others 31 % 33 % 34 % 33 % 100 % 100 % 100 % 100 % |
Acquisition (Details)
Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Business Acquisition, Pro Forma Information [Abstract] | |||
Revenues | $ 57,868 | $ 114,771 | |
Net loss | $ (502) | $ (1,501) | |
Earnings per share [Abstract] | |||
Basic (in dollars per share) | $ (0.03) | $ (0.10) | |
Diluted (in dollars per share) | $ (0.03) | $ (0.10) | |
Brink Software Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Payments for the acquisition | $ 10,000 | ||
Period of purchase price payable | 2 years | ||
Contingent liability payable, Maximum | $ 7,000 | ||
Percentage of equity interest (in hundredths) | 100.00% | ||
Contingent purchase agreement escrow provision | $ 1,000 | ||
Net cash paid for purchase of business | 5,000 | ||
Estimated fair value liability for contingent consideration | 5,000 | ||
Fair value of the long term portion of the note payable | 1,900 | ||
Brink Software Inc. [Member] | Tranche One [Member] | |||
Business Acquisition [Line Items] | |||
Payments for the acquisition | $ 5,000 | ||
Percentage of equity interest (in hundredths) | 51.00% | ||
Brink Software Inc. [Member] | Tranche Two [Member] | |||
Business Acquisition [Line Items] | |||
Payments for the acquisition | $ 3,000 | ||
Percentage of equity interest (in hundredths) | 49.00% | ||
Brink Software Inc. [Member] | Tranche Three [Member] | |||
Business Acquisition [Line Items] | |||
Payments for the acquisition | $ 2,000 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Accounts Receivable [Abstract] | ||
Accounts receivable - net | $ 34,467,000 | $ 31,445,000 |
Allowances for doubtful accounts | 553,000 | 582,000 |
Government segment [Member] | ||
Accounts Receivable [Abstract] | ||
Accounts receivable - net | 8,533,000 | 8,890,000 |
Government segment [Member] | Billed [Member] | ||
Accounts Receivable [Abstract] | ||
Accounts receivable - net | 10,018,000 | 9,340,000 |
Government segment [Member] | Advance billings [Member] | ||
Accounts Receivable [Abstract] | ||
Accounts receivable - net | (1,485,000) | (450,000) |
Hospitality segment [Member] | ||
Accounts Receivable [Abstract] | ||
Accounts receivable - net | $ 25,934,000 | $ 22,555,000 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Component of inventory use in hospitality product [Abstract] | ||
Finished goods | $ 12,776 | $ 13,609 |
Work in process | 535 | 457 |
Component parts | 3,794 | 3,748 |
Service parts | 7,831 | 8,108 |
Inventory net | 24,936 | 25,922 |
Inventory reserves | $ 8,500 | $ 7,900 |
Identifiable intangible asset24
Identifiable intangible assets and Goodwill (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)SegmentUnit | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||||
Software costs capitalized | $ 807,000 | $ 532,000 | $ 1,429,000 | $ 1,526,000 | |
Amortization of capitalized software costs | 520,000 | 468,000 | 1,020,000 | 932,000 | |
Amortization of identifiable intangible assets | 249,000 | $ 0 | $ 498,000 | $ 0 | |
Number of operating segments | Segment | 2 | ||||
Number of reporting units | Unit | 3 | ||||
Goodwill | 17,167,000 | $ 17,167,000 | $ 17,167,000 | ||
Components of identifiable intangible assets [Abstract] | |||||
Intangible assets - gross | 29,953,000 | 29,953,000 | 28,524,000 | ||
Less accumulated amortization | (7,090,000) | (7,090,000) | (5,572,000) | ||
Intangible assets - net | 22,863,000 | 22,863,000 | 22,952,000 | ||
Future amortization of intangible assets assuming straight-line amortization of capitalized software costs [Abstract] | |||||
2,015 | 1,707,000 | 1,707,000 | |||
2,016 | 3,700,000 | 3,700,000 | |||
2,017 | 3,599,000 | 3,599,000 | |||
2,018 | 3,448,000 | 3,448,000 | |||
2,019 | 3,069,000 | 3,069,000 | |||
Thereafter | 5,140,000 | 5,140,000 | |||
Total | 20,663,000 | 20,663,000 | |||
Acquired and internally developed software costs [Member] | |||||
Components of identifiable intangible assets [Abstract] | |||||
Intangible assets - gross | 27,563,000 | 27,563,000 | 26,134,000 | ||
Customer Relationships [Member] | |||||
Components of identifiable intangible assets [Abstract] | |||||
Intangible assets - gross | 160,000 | 160,000 | 160,000 | ||
Non-competition Agreements [Member] | |||||
Components of identifiable intangible assets [Abstract] | |||||
Intangible assets - gross | 30,000 | 30,000 | 30,000 | ||
Trademarks, Trade Names (non-amortizable) [Member] | |||||
Components of identifiable intangible assets [Abstract] | |||||
Intangible assets - gross | 2,200,000 | 2,200,000 | 2,200,000 | ||
Restaurants [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | 10,300,000 | 10,300,000 | 10,300,000 | ||
Hotel/Resort/Spa [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | 6,100,000 | 6,100,000 | 6,100,000 | ||
Government [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 700,000 | $ 700,000 | $ 700,000 | ||
Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Remaining estimated economic life of the product | 3 years | ||||
Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Remaining estimated economic life of the product | 7 years |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense (benefit) | $ 28 | $ 278 | $ 273 | $ 802 |
Unrecognized compensation expense | $ 1,100 | $ 1,100 | ||
2005 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized under plan approved by directors (in shares) | 34,152 | 34,152 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings per share [Abstract] | ||||
Anti-dilutive stock options outstanding (in shares) | 279,000 | 0 | 0 | 0 |
Reconciliation of the weighted average shares outstanding for the basic and diluted EPS computations [Abstract] | ||||
Net income (loss) | $ 101 | $ (519) | $ (284) | $ (1,508) |
Basic: [Abstract] | ||||
Shares outstanding at beginning of period (in shares) | 15,585,000 | 15,612,000 | 15,592,000 | 15,473,000 |
Weighted average shares issued during the period, net (in shares) | (1,000) | 0 | (51,000) | 0 |
WeightedAverageNumberOfSharesOutstandingBasic | 15,584,000 | 15,612,000 | 15,541,000 | 15,473,000 |
Net income (loss) per common share, basic (in dollars per share) | $ 0.01 | $ (0.03) | $ (0.02) | $ (0.10) |
Diluted: [Abstract] | ||||
Weighted average common shares, basic (in shares) | 15,584,000 | 15,612,000 | 15,541,000 | 15,473,000 |
Dilutive impact of stock options and restricted stock awards (in shares) | 87,000 | 0 | 0 | 0 |
Weighted average common shares, diluted (in shares) | 15,671,000 | 15,612,000 | 15,541,000 | 15,473,000 |
Net income (loss) per common share, diluted (in dollars per share) | $ 0.01 | $ (0.03) | $ (0.02) | $ (0.10) |
Segment and Related Informati27
Segment and Related Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)Segmenth | Jun. 30, 2014USD ($) | |
Segment and Related Information [Abstract] | ||||
Number of reportable segments | Segment | 2 | |||
Number of hours of telephone support for hospitality segment (in hours) | h | 24 | |||
Information as to the Company's segments [Abstract] | ||||
Revenues | $ 63,292 | $ 57,402 | $ 122,916 | $ 113,943 |
Operating income (loss) | 605 | (1,013) | (64) | (2,127) |
Other (expense) income, net | (10) | 406 | (239) | 328 |
Interest expense | (85) | (25) | (171) | (42) |
Income (loss) before (provision for) benefit from income taxes | 510 | (632) | (474) | (1,841) |
Depreciation, amortization and accretion | 1,167 | 831 | 2,310 | 1,661 |
Capital expenditures including software costs | 1,463 | 1,116 | 2,388 | 2,697 |
United States [Member] | Reportable Geographical Components [Member] | ||||
Information as to the Company's segments [Abstract] | ||||
Revenues | 53,954 | 49,771 | 107,207 | 99,326 |
Other Countries [Member] | Reportable Geographical Components [Member] | ||||
Information as to the Company's segments [Abstract] | ||||
Revenues | 9,338 | 7,631 | 15,709 | 14,617 |
Hospitality [Member] | Reportable Segments [Member] | ||||
Information as to the Company's segments [Abstract] | ||||
Revenues | 41,731 | 37,873 | 77,519 | 70,715 |
Operating income (loss) | (634) | (1,765) | (2,275) | (3,826) |
Depreciation, amortization and accretion | 1,088 | 749 | 2,150 | 1,494 |
Capital expenditures including software costs | 1,426 | 767 | 2,291 | 2,208 |
Government [Member] | Reportable Segments [Member] | ||||
Information as to the Company's segments [Abstract] | ||||
Revenues | 21,561 | 19,529 | 45,397 | 43,228 |
Operating income (loss) | 1,288 | 962 | 2,533 | 2,449 |
Depreciation, amortization and accretion | 13 | 12 | 25 | 25 |
Capital expenditures including software costs | 0 | 0 | 0 | 26 |
Other [Member] | ||||
Information as to the Company's segments [Abstract] | ||||
Operating income (loss) | (49) | (210) | (322) | (750) |
Depreciation, amortization and accretion | 66 | 70 | 135 | 142 |
Capital expenditures including software costs | $ 37 | $ 349 | $ 97 | $ 463 |
Segment and Related Informati28
Segment and Related Information, Reconciliation of Segment Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Identifiable assets by geographic area [Abstract] | ||
Identifiable assets | $ 135,481 | $ 137,297 |
Goodwill by business segment [Abstract] | ||
Goodwill | 17,167 | 17,167 |
United States [Member] | Reportable Geographical Components [Member] | ||
Identifiable assets by geographic area [Abstract] | ||
Identifiable assets | 120,020 | 116,155 |
Other Countries [Member] | Reportable Geographical Components [Member] | ||
Identifiable assets by geographic area [Abstract] | ||
Identifiable assets | 15,461 | 21,142 |
Hospitality [Member] | Reportable Segments [Member] | ||
Identifiable assets by geographic area [Abstract] | ||
Identifiable assets | 103,438 | 104,027 |
Goodwill by business segment [Abstract] | ||
Goodwill | 16,431 | 16,431 |
Government [Member] | ||
Goodwill by business segment [Abstract] | ||
Goodwill | 700 | 700 |
Government [Member] | Reportable Segments [Member] | ||
Identifiable assets by geographic area [Abstract] | ||
Identifiable assets | 10,276 | 11,221 |
Goodwill by business segment [Abstract] | ||
Goodwill | 736 | 736 |
Other [Member] | ||
Identifiable assets by geographic area [Abstract] | ||
Identifiable assets | $ 21,767 | $ 22,049 |
Segment and Related Informati29
Segment and Related Information, Revenue By Major Customer (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue, Major Customer [Line Items] | ||||
Percentage of revenue generated by customer (in hundredths) | 100.00% | 100.00% | 100.00% | 100.00% |
Hospitality segment [Member] | McDonald's Corporation [Member] | Reportable Segments [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of revenue generated by customer (in hundredths) | 22.00% | 16.00% | 19.00% | 15.00% |
Hospitality segment [Member] | Yum! Brands, Inc. [Member] | Reportable Segments [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of revenue generated by customer (in hundredths) | 13.00% | 17.00% | 10.00% | 14.00% |
Government segment [Member] | U.S. Department of Defense [Member] | Reportable Segments [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of revenue generated by customer (in hundredths) | 34.00% | 34.00% | 37.00% | 38.00% |
All Others [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of revenue generated by customer (in hundredths) | 31.00% | 33.00% | 34.00% | 33.00% |