Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 30, 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 | 17,258,747 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net revenues: | ||||
Product | $ 24,408 | $ 21,483 | $ 70,081 | $ 61,681 |
Service | 11,611 | 11,007 | 34,687 | 33,539 |
Contract | 22,041 | 20,132 | 67,438 | 63,360 |
Revenue, net | 58,060 | 52,622 | 172,206 | 158,580 |
Costs of sales: | ||||
Product | 17,420 | 14,070 | 50,135 | 42,562 |
Service | 8,300 | 8,608 | 24,926 | 25,860 |
Contract | 20,395 | 18,791 | 63,058 | 59,358 |
Cost of goods and services sold | 46,115 | 41,469 | 138,119 | 127,780 |
Gross margin | 11,945 | 11,153 | 34,087 | 30,800 |
Operating expenses: | ||||
Selling, general and administrative | 7,033 | 7,599 | 20,989 | 22,496 |
Research and development | 2,744 | 2,156 | 7,840 | 6,349 |
Acquisition amortization | 248 | 31 | 746 | 31 |
Operating expenses | 10,025 | 9,786 | 29,575 | 28,876 |
Operating income from continuing operations | 1,920 | 1,367 | 4,512 | 1,924 |
Other income (expense), net | 128 | (65) | (58) | 225 |
Interest expense | (81) | (21) | (252) | (63) |
Income from continuing operations before provision for income taxes | 1,967 | 1,281 | 4,202 | 2,086 |
Provision for income taxes | (670) | (613) | (1,470) | (974) |
Income from continuing operations | 1,297 | 668 | 2,732 | 1,112 |
Discontinued operations | ||||
Loss on discontinued operations (net of tax) | (2,786) | (777) | (4,505) | (2,729) |
Net Loss | $ (1,489) | $ (109) | $ (1,773) | $ (1,617) |
Basic Earnings per Share: | ||||
Income from continuing operations (in dollars per share) | $ 0.08 | $ 0.04 | $ 0.18 | $ 0.07 |
Loss from discontinued operations (in dollars per share) | (0.18) | (0.05) | (0.29) | (0.18) |
Net Loss (in dollars per share) | (0.10) | (0.01) | (0.11) | (0.10) |
Diluted Earnings per Share: | ||||
Income from continuing operations (in dollars per share) | 0.08 | 0.04 | 0.17 | 0.07 |
Loss from discontinued operations (in dollars per share) | (0.18) | (0.05) | (0.29) | (0.18) |
Net loss (in dollars per share) | $ (0.10) | $ (0.01) | $ (0.11) | $ (0.10) |
Weighted average shares outstanding | ||||
Basic (in shares) | 15,589 | 15,577 | 15,549 | 15,498 |
Diluted (in shares) | 15,659 | 15,635 | 15,650 | 15,576 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) [Abstract] | ||||
Net loss | $ (1,489) | $ (109) | $ (1,773) | $ (1,617) |
Other comprehensive (loss) income, net of applicable tax: | ||||
Foreign currency translation adjustments | (717) | 342 | (995) | 257 |
Comprehensive (loss) income | $ (2,206) | $ 233 | $ (2,768) | $ (1,360) |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 2,057 | $ 9,867 |
Accounts receivable - net | 29,344 | 29,674 |
Inventories-net | 25,090 | 25,928 |
Deferred income taxes | 5,014 | 4,512 |
Other current assets | 2,660 | 4,018 |
Assets classified as held for sale | 20,697 | 22,119 |
Total current assets | 84,862 | 96,118 |
Property, plant and equipment - net | 5,788 | 5,148 |
Deferred income taxes | 12,009 | 11,357 |
Goodwill | 11,051 | 11,051 |
Intangible assets - net | 10,720 | 10,580 |
Other assets | 3,641 | 3,043 |
Total Assets | 128,071 | 137,297 |
Current liabilities: | ||
Current portion of long-term debt | 2,075 | 3,173 |
Borrowings under line of credit | 3,438 | 5,000 |
Accounts payable | 16,656 | 19,258 |
Accrued salaries and benefits | 5,830 | 5,726 |
Accrued expenses | 5,615 | 6,492 |
Customer deposits | 300 | 1,242 |
Deferred service revenue | 11,089 | 10,388 |
Income taxes payable | 323 | 475 |
Liabilities associated with assets held for sale | 6,256 | 4,617 |
Total current liabilities | 51,582 | 56,371 |
Long-term debt | 612 | 2,566 |
Other long-term liabilities | 8,711 | 8,847 |
Total liabilities | $ 60,905 | $ 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; 17,258,747 and 17,274,708 shares issued; 15,550,638 and 15,566,599 outstanding | 345 | 346 |
Capital in excess of par value | 45,276 | 44,854 |
Retained earnings | 29,692 | 31,465 |
Accumulated other comprehensive loss | (2,311) | (1,316) |
Treasury stock, at cost, 1,708,109 shares | (5,836) | (5,836) |
Total shareholders' equity | 67,166 | 69,513 |
Total Liabilities and Shareholders' Equity | $ 128,071 | $ 137,297 |
CONSOLIDATED BALANCE SHEETS (U5
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 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) | 17,258,747 | 17,274,708 |
Common stock, outstanding (in shares) | 15,550,638 | 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 | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (1,773) | $ (1,617) |
Loss from discontinued operations | 4,505 | 2,729 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation, amortization and accretion | 2,282 | 1,291 |
Provision for bad debts | 426 | 209 |
Provision for obsolete inventory | 1,256 | 1,870 |
Equity based compensation | 487 | 987 |
Deferred income tax | (1,154) | (440) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (96) | (265) |
Inventories | (418) | (3,068) |
Income tax payable | (152) | (619) |
Other current assets | 1,356 | (834) |
Other assets | (598) | (216) |
Accounts payable | (2,601) | 2,051 |
Accrued salaries and benefits | 104 | (14) |
Accrued expenses | (876) | 1,840 |
Customer deposits | (942) | (47) |
Deferred service revenue | 701 | 867 |
Other long-term liabilities | (136) | 10 |
Deferred tax equity based compensation | (66) | 0 |
Net cash provided by operating activities -continuing operations | 2,305 | 4,734 |
Net cash used in operating activities -discontinued operations | (600) | (1,718) |
Net cash (used in) provided by operating activities | 1,705 | 3,016 |
Cash flows from investing activities: | ||
Capital expenditures | (1,484) | (1,152) |
Capitalization of software costs | (1,500) | (1,211) |
Payments for acquisition, net of cash acquired | (3,000) | (5,000) |
Net cash used in investing activities -continuing operations | (5,984) | (7,363) |
Net cash used in investing activities -discontinued operations | (845) | (1,527) |
Net cash used in investing activities | (6,829) | (8,890) |
Cash flows from financing activities: | ||
Payments of long-term debt | (129) | (129) |
(Payments) proceeds from other borrowings, net | (1,562) | 5,982 |
Proceeds and excess tax benefits from stock awards, net | 0 | 13 |
Net cash used in financing activities -continuing operations | (1,691) | 5,866 |
Net cash used in financing activities -discontinued operations | 0 | 0 |
Net cash (used in) provided by financing activities | (1,691) | 5,866 |
Effect of exchange rate changes on cash and cash equivalents | (995) | 262 |
Net (decrease) increase in cash and cash equivalents | (7,810) | 254 |
Cash and cash equivalents at beginning of period | 10,167 | 10,015 |
Cash and equivalents at end of period | 2,357 | 10,269 |
Less cash and equivalents of discontinued operations at end of period | 300 | 300 |
Cash and equivalents of continuing operations at end of period | 2,057 | 9,969 |
Cash paid during the period for: | ||
Interest | 163 | 63 |
Income taxes, net of refunds | $ 152 | $ 592 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 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 three months ended September 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, 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 During the quarter ending September 30, 2015, the Company performed a strategic analysis of its current product and business unit offerings and as a result, entered into an asset purchase agreement to sell substantially all of the assets of its hotel/spa technology business operated under PAR Springer-Miller Systems, Inc. (“PSMS”) to affiliates of Constellation Software Inc. on November 4, 2015. Accordingly, the results of operations of PSMS have been classified as discontinued operations in the Consolidated Statement of Operation and Cash Flow in accordance with Accounting Standards Codification (“ASC”) 205-20, Presentation of Financial Statements – Discontinued Operations. Additionally, the assets and associated liabilities have been classified as held for sale in the Consolidated Balance Sheet. All prior period amounts have been reclassified to conform to the current period presentation. Refer to Note 3 “Discontinued Operations and Assets Held for Sale” and Note 11 “Subsequent Events” in the Notes to the Consolidated Financial Statements for further discussion, including the terms of the transaction. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2015 | |
Acquisition [Abstract] | |
Acquisition | Note 2 — Acquisition On September 18, 2014 (“close date”), 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 financial targets 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% was 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 was paid on the second closing and the $2.0 million balance will be payable on September 18, 2016. The estimated fair value of the remaining portion of the note payable due on September 18, 2016 is approximately $1.8 million and is included within current 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 controlled 100% of the Brink shares prior to the transfer on September 18, 2015 and fully consolidated the financial results of Brink in accordance with ASC Topic 805. The agreement also provided 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 served as a source of payment for any indemnification obligations that may arise. No such claims arose within the first twelve months of the transaction. 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 nine months Revenues $ 53,259 $ 160,045 Net income from continuing operations $ 503 $ 457 Earnings per share: Basic $ 0.03 $ 0.03 Diluted $ 0.03 $ 0.03 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. |
Discontinued Operations and Ass
Discontinued Operations and Assets Held for Sale | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Assets Held for Sale [Abstract] | |
Discontinued Operations and Assets Held for Sale | Note 3 — Discontinued Operations and Assets Held for Sale During the quarter ending September 30, 2015, the Company performed a strategic analysis of its current product and business unit offerings and as a result, entered into an asset purchase agreement to sell substantially all of the assets of its hotel/spa technology business operated under PAR Springer-Miller Systems, Inc. (“PSMS”) to affiliates of Constellation Software Inc. on November 4, 2015. The main classes of assets and liabilities associated with the discontinued operation that are held for sale is as follows (in thousands): September 30, December 31, Assets Cash $ 300 $ 300 Accounts receivable - net 2,640 1,771 Inventories 113 - Other current assets 425 574 Property, plant and equipment - net 815 986 Goodwill 4,286 6,116 Intangible assets - net 12,118 12,372 Assets classified as held for sale $ 20,697 $ 22,119 Liabilities Accounts Payable $ 237 $ 417 Accrued salaries and benefits 432 703 Accrued expenses 716 87 Customer Deposits 1,101 1,103 Deferred service revenue 3,770 2,307 Liabilities associated with assets held for sale $ 6,256 $ 4,617 Summarized financial information for the Company’s discontinued operations is as follows (in thousands): Operations For the three months ended September 30, For the nine months ended September 30, 2015 2014 2015 2014 Total revenues $ 4,267 $ 3,670 $ 13,037 $ 11,655 Loss from discontinued operations before income taxes $ (3,796 ) $ (1,496 ) $ (6,505 ) $ (4,143 ) Benefit from income taxes 1,010 719 2,000 1,414 Loss from discontinued operations, net of taxes $ (2,786 ) $ (777 ) $ (4,505 ) $ (2,729 ) As a result of the strategic shift, the Company measured the net assets of the disposal group at fair value and as a result recorded an impairment charge of $1.8 million. The charge was based on the remeasurement of the related net assets to the lower of its carrying amount and its fair value less costs to sell. The charge has been recognized in the loss from discontinued operations, net of applicable taxes in the consolidated statements of operations. The final gain or loss amount on the sale is subject to final working capital and other customary adjustments. |
Accounts Receivable, net
Accounts Receivable, net | 9 Months Ended |
Sep. 30, 2015 | |
Accounts Receivable, net [Abstract] | |
Accounts Receivable, net | Note 4 — Accounts Receivable, net Amounts below exclude discontinued operations. (in thousands) September 30, December 31, Government segment: Billed $ 10,179 $ 9,340 Advanced billings (599 ) (450 ) 9,580 8,890 Hospitality segment: Accounts receivable - net 19,764 20,784 $ 29,344 $ 29,674 At September 30, 2015 and December 31, 2014, the Company had recorded allowances for doubtful accounts of $609,000 and $484,000, respectively, against Hospitality accounts receivable. |
Inventories, net
Inventories, net | 9 Months Ended |
Sep. 30, 2015 | |
Inventories, net [Abstract] | |
Inventories, net | Note 5 — Inventories, net Inventories are primarily used in the manufacture and service of Hospitality products. The components of inventory consist of the following, excluding discontinued operations: (in thousands) September 30, 2015 December 31, 2014 Finished goods $ 11,246 $ 13,615 Work in process 595 457 Component parts 5,442 3,748 Service parts 7,807 8,108 $ 25,090 $ 25,928 At September 30, 2015 and December 31, 2014, the Company had recorded inventory reserves of $8.5 million and $7.9 million, respectively, against Hospitality inventories, which relates primarily to service parts |
Identifiable intangible assets
Identifiable intangible assets and Goodwill | 9 Months Ended |
Sep. 30, 2015 | |
Identifiable intangible assets and Goodwill [Abstract] | |
Identifiable intangible assets and Goodwill | Note 6 — 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 from continuing operations during the three and nine months ended September 30, 2015 were $532,000 and $1,500,000, respectively. Software costs capitalized from continuing operations during the three and nine months ended September 30, 2014 were $394,000 and $1,211,000, 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 nine months ended September 30, 2015 were $221,000 and $615,000, respectively. Amortization for the three and nine months ended September 30, 2014 were $164,000 and $471,000, respectively. During the three and nine months ended September 30, 2015, the Company recorded $249,000 and $747,000, respectively, of amortization expense associated with acquired identifiable assets from the acquisition of Brink Software that was acquired on September 18, 2014. The Company recorded $31,000 of amortization expense associated with acquired identifiable assets for the three and nine months ended September 30, 2014. The components of identifiable intangible assets, excluding discontinued operations, are: (in thousands) September 30, December 31, Acquired and internally developed software costs $ 12,076 $ 10,576 Customer relationships 160 160 Non-competition agreements 30 30 Trademarks, trade names (non-amortizable) 400 400 12,666 11,166 Less accumulated amortization (1,946 ) (586 ) $ 10,720 $ 10,580 The future amortization of these intangible assets assuming straight-line amortization of capitalized software costs is as follows (in thousands): 2015 $ 453 2016 1,811 2017 1,711 2018 1,559 2019 1,310 Thereafter 3,476 Total $ 10,320 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 reportable reporting unit, which was previously utilized by the Company for its impairment testing, |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Stock Based Compensation [Abstract] | |
Stock Based Compensation | Note 7 — 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 $214,000 and $487,000 for the three and nine months ended September 30, 2015, respectively. Total stock-based compensation expense included within operating expenses for the three and nine months ended September 30, 2014 was $185,000 and $987,000, respectively. At September 30, 2015, the unrecognized compensation expense related to non-vested equity awards was $1.0 million (net of estimated forfeitures), which is expected to be recognized as compensation expense in fiscal years 2015 through 2018. During the first nine months of 2015, the Company granted a total of 151,802 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 nine month period ended September 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 | 9 Months Ended |
Sep. 30, 2015 | |
Earnings per share [Abstract] | |
Earnings per share | Note 8 — 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 and nine months ended September 30, 2015, there were 1,006,000 and 1,060,000 anti-dilutive stock options outstanding, respectively. For the three and nine months ended September 30, 2014 there were 1,010,000 and 972,000 anti-dilutive stock options outstanding, respectively. 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 2015 2014 Income from continuing operations $ 1,297 $ 668 Basic: Shares outstanding at beginning of period 15,585 15,590 Weighted average shares issued (cancelled) during the period, net 4 (13 ) Weighted average common shares, basic 15,589 15,577 Net income per common share, basic $ 0.08 $ 0.04 Diluted: Weighted average common shares, basic 15,589 15,577 Weighted average shares issued (cancelled) during the period, net 4 - Dilutive impact of stock options and restricted stock awards 66 58 Weighted average common shares, diluted 15,659 15,635 Net income per common share, diluted $ 0.08 $ 0.04 For the nine months 2015 2014 Income from continuing operations $ 2,732 $ 1,112 Basic: Shares outstanding at beginning of period 15,592 15,473 Weighted average shares issued (cancelled) during the period, net (43 ) 25 Weighted average common shares, basic 15,549 15,498 Net income per common share, basic $ 0.18 $ 0.07 Diluted: Weighted average common shares, basic 15,549 15,498 Weighted average shares issued (cancelled) during the period, net 3 1 Dilutive impact of stock options and restricted stock awards 98 77 Weighted average common shares, diluted 15,650 15,576 Net income per common share, diluted $ 0.17 $ 0.07 |
Segment and Related Information
Segment and Related Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment and Related Information [Abstract] | |
Segment and Related Information | Note 9 — Segment and Related Information The Company is organized in three 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 Hotel/Spa reporting unit is being sold and included within discontinued operations (see note 3). 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 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. Amounts below exclude discontinued operations. (in thousands) For the three months For the nine months 2015 2014 2015 2014 Revenues: Hospitality $ 36,019 $ 32,490 $ 104,768 $ 95,220 Government 22,041 20,132 67,438 63,360 Total $ 58,060 $ 52,622 $ 172,206 $ 158,580 Operating income (loss): Hospitality $ 853 $ 665 $ 1,235 $ (451 ) Government 1,383 1,256 3,915 3,706 Other (316 ) (554 ) (638 ) (1,331 ) 1,920 1,367 4,512 1,924 Other income (loss), net 128 (65 ) (58 ) 225 Interest expense (81 ) (21 ) (252 ) (63 ) Income before provision for income taxes $ 1,967 $ 1,281 $ 4,202 $ 2,086 Depreciation, amortization and accretion: Hospitality $ 745 $ 373 $ 1,998 $ 1,045 Government 13 12 38 37 Other 111 67 246 209 Total $ 869 $ 452 $ 2,282 $ 1,291 Capital expenditures including software costs: Hospitality $ 1,068 $ 645 $ 2,803 $ 1,742 Government - 10 - 36 Other 84 118 181 585 Total $ 1,152 $ 773 $ 2,984 $ 2,363 Revenues by country: United States $ 49,810 $ 46,110 $ 151,858 $ 140,610 Other Countries 8,250 6,512 20,348 17,970 Total $ 58,060 $ 52,622 $ 172,206 $ 158,580 The following table represents identifiable assets by business segment. Amounts below exclude discontinued operations. (in thousands) September 30, December 31, Hospitality $ 75,651 $ 81,282 Government 9,968 11,221 Other 21,755 22,675 Total $ 107,374 $ 115,178 The following table represents assets by country based on the location of the assets. Amounts below exclude discontinued operations. (in thousands) September 30, December 31, United States $ 92,943 $ 93,825 Other Countries 14,431 21,353 Total $ 107,374 $ 115,178 The following table represents Goodwill by business segment. Amounts below exclude discontinued operations. (in thousands) September 30, December 31, Hospitality $ 10,315 $ 10,315 Government 736 736 Total $ 11,051 $ 11,051 Customers comprising 10% or more of the Company's total revenues, excluding discontinued operations, are summarized as follows: For the Three Months Ended September 30, For the Three Months Ended September 30, For the nine Months Ended September 30, For the nine Months Ended September 30, 2015 2014 2015 2014 Hospitality segment McDonald’s Corporation 20 % 21 % 21 % 18 % Yum! Brands, Inc. 11 % 11 % 11 % 14 % Government segment U.S. Department of Defense 38 % 38 % 39 % 40 % All Others 31 % 30 % 29 % 28 % 100 % 100 % 100 % 100 % No other customer within All Others represented more than 10% of the Company’s total revenue for the three or nine months ended September 30, 2015 or 2014. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | Note 10 — Fair Value of Financial Instruments The Company’s financial instruments have been recorded at fair value using available market information and valuation techniques. The fair value hierarchy is based upon three levels of input, which are: Level 1 − quoted prices in active markets for identical assets or liabilities (observable) Level 2 − inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in inactive markets, or other inputs that are observable market data for essentially the full term of the asset or liability (observable) Level 3 − unobservable inputs that are supported by little or no market activity, but are significant to determining the fair value of the asset or liability (unobservable) The Company’s financial instruments consist primarily of cash and cash equivalents, trade receivables, trade payables and debt instruments. For cash and cash equivalents, trade receivables and trade payables, the carrying amounts of these financial instruments as of September 30, 2015 and December 31, 2014 were considered representative of their fair values. The estimated fair value of the Company’s long-term debt and line of credit at September 30, 2015 and December 31, 2014 was based on variable and fixed interest rates at September 30, 2015 and December 31, 2014, respectively, for new issues with similar remaining maturities and approximates the respective carrying values at September 30, 2015 and December 31, 2014. The deferred compensation assets and liabilities primarily relate to the Company’s Deferred Compensation Plan, which allows for pre-tax salary deferrals for certain key employees. Changes in the fair value of the deferred compensation liabilities are derived using quoted prices in active markets of the asset selections made by the participants. The deferred compensation liabilities are classified within Level 2, as defined under U.S. GAAP, because their inputs are derived principally from observable market data by correlation to the hypothetical investments. The Company holds insurance investments to partially offset the Company’s liabilities under the Deferred Compensation Plan, which are recorded at fair value each period using the cash surrender value of the insurance investments. The Company has obligations, to be paid in cash, to the former owners of Brink Software, based on the achievement of certain conditions as defined in the definitive agreement (see note 2). The fair value of this contingent consideration payable was estimated using a discounted cash flow method, with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC 820, Fair Value Measurements and Disclosures. The significant inputs in the Level 3 measurement not supported by market activity included the Company’s probability assessments of expected future cash flows related to the Company’s acquisition of Brink Software during the contingent consideration period, appropriately discounted considering the uncertainties associated with the obligation, and calculated in accordance with the terms of the definitive agreement. The liabilities for the contingent consideration were established at the time of acquisition and is evaluated on a quarterly basis based on additional information as it becomes available. Any change in the fair value adjustment is recorded in the earnings of that period. Changes in the fair value of the contingent consideration obligations may result from changes in probability assumptions with respect to the likelihood of achieving the various contingent payment obligations. Significant increases or decreases in the inputs noted above in isolation would result in a significantly lower or higher fair value measurement. During the nine month ended September 30, 2015, no adjustments were deemed necissary after evaluation. The following table presents a summary of changes in fair value of the Company’s Level 3 assets and liabilities that are measured at fair value on a recurring basis (in thousands): Level 3 Inputs Liabilities Balance at December 31, 2014 $ 5,040 New level 3 liability - Total gains (losses) reported in earnings - Transfers into or out of Level 3 - Balance at September 30, 2015 $ 5,040 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events Agreement to Sell Hotel/Spa Technology Business On November 4, 2015, ParTech, Inc., a wholly owned subsidiary of PAR Technology Corporation, (“PTI”), PAR Springer-Miller Systems, Inc. (“PSMS”), Springer-Miller International, LLC (“SMI”), and Springer-Miller Canada, ULC (“SMC”) (PTI, PSMS, SMI and SMC are collectively referred to herein as the “Group”), entered into an Asset Purchase Agreement (the “APA”) with Gary Jonas Computing Ltd., SMS Software Holdings LLC, and Jonas Computing (UK) Ltd. (the “Purchasers”), each of which is an affiliate of the Jonas Software Group of Constellation Software Inc. of Toronto, Ontario, for the sale of substantially all of the assets of PSMS. Total consideration to be received from the sale is $16.6 million in cash (the “Base Purchase Price”), with $12.1 million received at the time of closing, and $4.5 million receivable eighteen months after the closing date, a portion of which amount will be available to pay certain indemnification obligations of the Group. In addition to the Base Purchase Price, contingent consideration of up to $1,500,000 is receivable by PAR based on achievement of certain agreed-upon revenue and earnings targets for calendar years 2016 through 2018, as set forth in the APA. |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 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 nine months Revenues $ 53,259 $ 160,045 Net income from continuing operations $ 503 $ 457 Earnings per share: Basic $ 0.03 $ 0.03 Diluted $ 0.03 $ 0.03 |
Discontinued Operations and A19
Discontinued Operations and Assets Held for Sale (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Assets Held for Sale [Abstract] | |
Assets and liabilities associated with the discontinued operation that are held for sale and Summarized financial information of discontinued operations | The main classes of assets and liabilities associated with the discontinued operation that are held for sale is as follows (in thousands): September 30, December 31, Assets Cash $ 300 $ 300 Accounts receivable - net 2,640 1,771 Inventories 113 - Other current assets 425 574 Property, plant and equipment - net 815 986 Goodwill 4,286 6,116 Intangible assets - net 12,118 12,372 Assets classified as held for sale $ 20,697 $ 22,119 Liabilities Accounts Payable $ 237 $ 417 Accrued salaries and benefits 432 703 Accrued expenses 716 87 Customer Deposits 1,101 1,103 Deferred service revenue 3,770 2,307 Liabilities associated with assets held for sale $ 6,256 $ 4,617 Summarized financial information for the Company’s discontinued operations is as follows (in thousands): Operations For the three months ended September 30, For the nine months ended September 30, 2015 2014 2015 2014 Total revenues $ 4,267 $ 3,670 $ 13,037 $ 11,655 Loss from discontinued operations before income taxes $ (3,796 ) $ (1,496 ) $ (6,505 ) $ (4,143 ) Benefit from income taxes 1,010 719 2,000 1,414 Loss from discontinued operations, net of taxes $ (2,786 ) $ (777 ) $ (4,505 ) $ (2,729 ) |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounts Receivable, net [Abstract] | |
Accounts receivable, net | Amounts below exclude discontinued operations. (in thousands) September 30, December 31, Government segment: Billed $ 10,179 $ 9,340 Advanced billings (599 ) (450 ) 9,580 8,890 Hospitality segment: Accounts receivable - net 19,764 20,784 $ 29,344 $ 29,674 |
Inventories, net (Tables)
Inventories, net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventories, net [Abstract] | |
Components of inventory | Inventories are primarily used in the manufacture and service of Hospitality products. The components of inventory consist of the following, excluding discontinued operations: (in thousands) September 30, 2015 December 31, 2014 Finished goods $ 11,246 $ 13,615 Work in process 595 457 Component parts 5,442 3,748 Service parts 7,807 8,108 $ 25,090 $ 25,928 |
Identifiable intangible asset22
Identifiable intangible assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Identifiable intangible assets and Goodwill [Abstract] | |
Components of identifiable intangible assets | The components of identifiable intangible assets, excluding discontinued operations, are: (in thousands) September 30, December 31, Acquired and internally developed software costs $ 12,076 $ 10,576 Customer relationships 160 160 Non-competition agreements 30 30 Trademarks, trade names (non-amortizable) 400 400 12,666 11,166 Less accumulated amortization (1,946 ) (586 ) $ 10,720 $ 10,580 |
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 $ 453 2016 1,811 2017 1,711 2018 1,559 2019 1,310 Thereafter 3,476 Total $ 10,320 |
Earnings per share (Tables)
Earnings per share (Tables) | 9 Months Ended |
Sep. 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 2015 2014 Income from continuing operations $ 1,297 $ 668 Basic: Shares outstanding at beginning of period 15,585 15,590 Weighted average shares issued (cancelled) during the period, net 4 (13 ) Weighted average common shares, basic 15,589 15,577 Net income per common share, basic $ 0.08 $ 0.04 Diluted: Weighted average common shares, basic 15,589 15,577 Weighted average shares issued (cancelled) during the period, net 4 - Dilutive impact of stock options and restricted stock awards 66 58 Weighted average common shares, diluted 15,659 15,635 Net income per common share, diluted $ 0.08 $ 0.04 For the nine months 2015 2014 Income from continuing operations $ 2,732 $ 1,112 Basic: Shares outstanding at beginning of period 15,592 15,473 Weighted average shares issued (cancelled) during the period, net (43 ) 25 Weighted average common shares, basic 15,549 15,498 Net income per common share, basic $ 0.18 $ 0.07 Diluted: Weighted average common shares, basic 15,549 15,498 Weighted average shares issued (cancelled) during the period, net 3 1 Dilutive impact of stock options and restricted stock awards 98 77 Weighted average common shares, diluted 15,650 15,576 Net income per common share, diluted $ 0.17 $ 0.07 |
Segment and Related Informati24
Segment and Related Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment and Related Information [Abstract] | |
Information of the Company's segments | Information as to the Company's segments is set forth below. Amounts below exclude discontinued operations. (in thousands) For the three months For the nine months 2015 2014 2015 2014 Revenues: Hospitality $ 36,019 $ 32,490 $ 104,768 $ 95,220 Government 22,041 20,132 67,438 63,360 Total $ 58,060 $ 52,622 $ 172,206 $ 158,580 Operating income (loss): Hospitality $ 853 $ 665 $ 1,235 $ (451 ) Government 1,383 1,256 3,915 3,706 Other (316 ) (554 ) (638 ) (1,331 ) 1,920 1,367 4,512 1,924 Other income (loss), net 128 (65 ) (58 ) 225 Interest expense (81 ) (21 ) (252 ) (63 ) Income before provision for income taxes $ 1,967 $ 1,281 $ 4,202 $ 2,086 Depreciation, amortization and accretion: Hospitality $ 745 $ 373 $ 1,998 $ 1,045 Government 13 12 38 37 Other 111 67 246 209 Total $ 869 $ 452 $ 2,282 $ 1,291 Capital expenditures including software costs: Hospitality $ 1,068 $ 645 $ 2,803 $ 1,742 Government - 10 - 36 Other 84 118 181 585 Total $ 1,152 $ 773 $ 2,984 $ 2,363 Revenues by country: United States $ 49,810 $ 46,110 $ 151,858 $ 140,610 Other Countries 8,250 6,512 20,348 17,970 Total $ 58,060 $ 52,622 $ 172,206 $ 158,580 |
Identifiable assets by business segment | The following table represents identifiable assets by business segment. Amounts below exclude discontinued operations. (in thousands) September 30, December 31, Hospitality $ 75,651 $ 81,282 Government 9,968 11,221 Other 21,755 22,675 Total $ 107,374 $ 115,178 |
Identifiable assets by geographic area | The following table represents assets by country based on the location of the assets. Amounts below exclude discontinued operations. (in thousands) September 30, December 31, United States $ 92,943 $ 93,825 Other Countries 14,431 21,353 Total $ 107,374 $ 115,178 |
Goodwill by business segment | The following table represents Goodwill by business segment. Amounts below exclude discontinued operations. (in thousands) September 30, December 31, Hospitality $ 10,315 $ 10,315 Government 736 736 Total $ 11,051 $ 11,051 |
Revenue percentage by customer/segment | Customers comprising 10% or more of the Company's total revenues, excluding discontinued operations, are summarized as follows: For the Three Months Ended September 30, For the Three Months Ended September 30, For the nine Months Ended September 30, For the nine Months Ended September 30, 2015 2014 2015 2014 Hospitality segment McDonald’s Corporation 20 % 21 % 21 % 18 % Yum! Brands, Inc. 11 % 11 % 11 % 14 % Government segment U.S. Department of Defense 38 % 38 % 39 % 40 % All Others 31 % 30 % 29 % 28 % 100 % 100 % 100 % 100 % |
Fair Value of Financial Instr25
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value of Financial Instruments [Abstract] | |
Summary of changes in fair value of the Companys Level 3 assets and liabilities that are measured at fair value on a recurring basis | The following table presents a summary of changes in fair value of the Company’s Level 3 assets and liabilities that are measured at fair value on a recurring basis (in thousands): Level 3 Inputs Liabilities Balance at December 31, 2014 $ 5,040 New level 3 liability - Total gains (losses) reported in earnings - Transfers into or out of Level 3 - Balance at September 30, 2015 $ 5,040 |
Acquisition (Details)
Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition, Pro Forma Information [Abstract] | |||
Revenues | $ 53,259 | $ 160,045 | |
Net income from continuing operations | $ 503 | $ 457 | |
Earnings per share [Abstract] | |||
Basic (in dollars per share) | $ 0.03 | $ 0.03 | |
Diluted (in dollars per share) | $ 0.03 | $ 0.03 | |
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 | 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 | 1,800 | ||
Brink Software Inc. [Member] | Tranche One [Member] | |||
Business Acquisition [Line Items] | |||
Payments for the acquisition | $ 5,000 | ||
Percentage of equity interest | 51.00% | ||
Brink Software Inc. [Member] | Tranche Two [Member] | |||
Business Acquisition [Line Items] | |||
Payments for the acquisition | $ 3,000 | ||
Percentage of equity interest | 49.00% | ||
Brink Software Inc. [Member] | Tranche Three [Member] | |||
Business Acquisition [Line Items] | |||
Payments for the acquisition | $ 2,000 |
Discontinued Operations and A27
Discontinued Operations and Assets Held for Sale (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Assets | |||||
Cash | $ 300 | $ 300 | $ 300 | $ 300 | |
Assets classified as held for sale | 20,697 | 20,697 | $ 22,119 | ||
Liabilities | |||||
Liabilities associated with assets held for sale | 6,256 | 6,256 | 4,617 | ||
Operations | |||||
Loss from discontinued operations, net of taxes | (2,786) | (777) | (4,505) | (2,729) | |
PAR Springer Miller Systems Inc [Member] | |||||
Assets | |||||
Cash | 300 | 300 | 300 | ||
Accounts receivable - net | 2,640 | 2,640 | 1,771 | ||
Inventories | 113 | 113 | 0 | ||
Other current assets | 425 | 425 | 574 | ||
Property, plant and equipment - net | 815 | 815 | 986 | ||
Goodwill | 4,286 | 4,286 | 6,116 | ||
Intangible assets - net | 12,118 | 12,118 | 12,372 | ||
Assets classified as held for sale | 20,697 | 20,697 | 22,119 | ||
Liabilities | |||||
Accounts Payable | 237 | 237 | 417 | ||
Accrued salaries and benefits | 432 | 432 | 703 | ||
Accrued expenses | 716 | 716 | 87 | ||
Customer Deposits | 1,101 | 1,101 | 1,103 | ||
Deferred service revenue | 3,770 | 3,770 | 2,307 | ||
Liabilities associated with assets held for sale | 6,256 | 6,256 | $ 4,617 | ||
Operations | |||||
Total revenues | 4,267 | 3,670 | 13,037 | 11,655 | |
Loss from discontinued operations before income taxes | (3,796) | (1,496) | (6,505) | (4,143) | |
Benefit from income taxes | 1,010 | 719 | 2,000 | 1,414 | |
Loss from discontinued operations, net of taxes | $ (2,786) | $ (777) | (4,505) | $ (2,729) | |
Impairment charge | $ 1,800 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts Receivable [Abstract] | ||
Accounts receivable - net | $ 29,344,000 | $ 29,674,000 |
Allowances for doubtful accounts | 609,000 | 484,000 |
Government segment [Member] | ||
Accounts Receivable [Abstract] | ||
Accounts receivable - net | 9,580,000 | 8,890,000 |
Government segment [Member] | Billed [Member] | ||
Accounts Receivable [Abstract] | ||
Accounts receivable - net | 10,179,000 | 9,340,000 |
Government segment [Member] | Advance billings [Member] | ||
Accounts Receivable [Abstract] | ||
Accounts receivable - net | (599,000) | (450,000) |
Hospitality segment [Member] | ||
Accounts Receivable [Abstract] | ||
Accounts receivable - net | $ 19,764,000 | $ 20,784,000 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Component of inventory use in hospitality product [Abstract] | ||
Finished goods | $ 11,246 | $ 13,615 |
Work in process | 595 | 457 |
Component parts | 5,442 | 3,748 |
Service parts | 7,807 | 8,108 |
Inventory net | 25,090 | 25,928 |
Inventory reserves | $ 8,500 | $ 7,900 |
Identifiable intangible asset30
Identifiable intangible assets and Goodwill (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)SegmentUnit | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||||
Software costs capitalized | $ 532,000 | $ 394,000 | $ 1,500,000 | $ 1,211,000 | |
Amortization of capitalized software costs | 221,000 | $ 164,000 | 615,000 | $ 471,000 | |
Amortization of identifiable intangible assets | 249,000 | $ 747,000 | |||
Number of operating segments | Segment | 2 | ||||
Number of reporting units | Unit | 2 | ||||
Goodwill | 11,051,000 | $ 11,051,000 | $ 11,051,000 | ||
Components of identifiable intangible assets [Abstract] | |||||
Intangible assets - gross | 12,666,000 | 12,666,000 | 11,166,000 | ||
Less accumulated amortization | (1,946,000) | (1,946,000) | (586,000) | ||
Intangible assets - net | 10,720,000 | 10,720,000 | 10,580,000 | ||
Future amortization of intangible assets assuming straight-line amortization of capitalized software costs [Abstract] | |||||
2,015 | 453,000 | 453,000 | |||
2,016 | 1,811,000 | 1,811,000 | |||
2,017 | 1,711,000 | 1,711,000 | |||
2,018 | 1,559,000 | 1,559,000 | |||
2,019 | 1,310,000 | 1,310,000 | |||
Thereafter | 3,476,000 | 3,476,000 | |||
Total | 10,320,000 | 10,320,000 | |||
Acquired and internally developed software costs [Member] | |||||
Components of identifiable intangible assets [Abstract] | |||||
Intangible assets - gross | 12,076,000 | 12,076,000 | 10,576,000 | ||
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 | 400,000 | 400,000 | 400,000 | ||
Restaurants [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | 10,300,000 | 10,300,000 | 10,300,000 | ||
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 | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense (benefit) | $ 214 | $ 185 | $ 487 | $ 987 |
Unrecognized compensation expense | $ 1,000 | $ 1,000 | ||
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) | 151,802 | 151,802 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings per share [Abstract] | ||||
Anti-dilutive stock options outstanding (in shares) | 1,006,000 | 1,010,000 | 1,060,000 | 972,000 |
Reconciliation of the weighted average shares outstanding for the basic and diluted EPS computations [Abstract] | ||||
Income from continuing operations | $ 1,297 | $ 668 | $ 2,732 | $ 1,112 |
Basic [Abstract] | ||||
Shares outstanding at beginning of period (in shares) | 15,585,000 | 15,590,000 | 15,592,000 | 15,473,000 |
Weighted average shares issued (cancelled) during the period, net (in shares) | 4,000 | (13,000) | (43,000) | 25,000 |
Weighted average common shares, basic (in shares) | 15,589,000 | 15,577,000 | 15,549,000 | 15,498,000 |
Net income per common share, basic (in dollars per share) | $ 0.08 | $ 0.04 | $ 0.18 | $ 0.07 |
Diluted [Abstract] | ||||
Weighted average common shares, basic (in shares) | 15,589,000 | 15,577,000 | 15,549,000 | 15,498,000 |
Weighted average shares issued (cancelled) during the period, net (in shares) | 4,000 | 0 | 3,000 | 1,000 |
Dilutive impact of stock options and restricted stock awards (in shares) | 66,000 | 58,000 | 98,000 | 77,000 |
Weighted average common shares, diluted (in shares) | 15,659,000 | 15,635,000 | 15,650,000 | 15,576,000 |
Net income per common share, diluted (in dollars per share) | $ 0.08 | $ 0.04 | $ 0.17 | $ 0.07 |
Segment and Related Informati33
Segment and Related Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Segmenth | Sep. 30, 2014USD ($) | |
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 | $ 58,060 | $ 52,622 | $ 172,206 | $ 158,580 |
Operating income (loss) | 1,920 | 1,367 | 4,512 | 1,924 |
Other income (loss), net | 128 | (65) | (58) | 225 |
Interest expense | (81) | (21) | (252) | (63) |
Income from continuing operations before provision for income taxes | 1,967 | 1,281 | 4,202 | 2,086 |
Depreciation, amortization and accretion | 869 | 452 | 2,282 | 1,291 |
Capital expenditures including software costs | 1,152 | 773 | 2,984 | 2,363 |
United States [Member] | Reportable Geographical Components [Member] | ||||
Information as to the Company's segments [Abstract] | ||||
Revenues | 49,810 | 46,110 | 151,858 | 140,610 |
Other Countries [Member] | Reportable Geographical Components [Member] | ||||
Information as to the Company's segments [Abstract] | ||||
Revenues | 8,250 | 6,512 | 20,348 | 17,970 |
Hospitality [Member] | Reportable Segments [Member] | ||||
Information as to the Company's segments [Abstract] | ||||
Revenues | 36,019 | 32,490 | 104,768 | 95,220 |
Operating income (loss) | 853 | 665 | 1,235 | (451) |
Depreciation, amortization and accretion | 745 | 373 | 1,998 | 1,045 |
Capital expenditures including software costs | 1,068 | 645 | 2,803 | 1,742 |
Government [Member] | Reportable Segments [Member] | ||||
Information as to the Company's segments [Abstract] | ||||
Revenues | 22,041 | 20,132 | 67,438 | 63,360 |
Operating income (loss) | 1,383 | 1,256 | 3,915 | 3,706 |
Depreciation, amortization and accretion | 13 | 12 | 38 | 37 |
Capital expenditures including software costs | 0 | 10 | 0 | 36 |
Other [Member] | ||||
Information as to the Company's segments [Abstract] | ||||
Operating income (loss) | (316) | (554) | (638) | (1,331) |
Depreciation, amortization and accretion | 111 | 67 | 246 | 209 |
Capital expenditures including software costs | $ 84 | $ 118 | $ 181 | $ 585 |
Segment and Related Informati34
Segment and Related Information, Reconciliation of Segment Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Identifiable assets by geographic area [Abstract] | ||
Identifiable assets | $ 107,374 | $ 115,178 |
Goodwill by business segment [Abstract] | ||
Goodwill | 11,051 | 11,051 |
United States [Member] | Reportable Geographical Components [Member] | ||
Identifiable assets by geographic area [Abstract] | ||
Identifiable assets | 92,943 | 93,825 |
Other Countries [Member] | Reportable Geographical Components [Member] | ||
Identifiable assets by geographic area [Abstract] | ||
Identifiable assets | 14,431 | 21,353 |
Hospitality [Member] | Reportable Segments [Member] | ||
Identifiable assets by geographic area [Abstract] | ||
Identifiable assets | 75,651 | 81,282 |
Goodwill by business segment [Abstract] | ||
Goodwill | 10,315 | 10,315 |
Government [Member] | ||
Goodwill by business segment [Abstract] | ||
Goodwill | 700 | 700 |
Government [Member] | Reportable Segments [Member] | ||
Identifiable assets by geographic area [Abstract] | ||
Identifiable assets | 9,968 | 11,221 |
Goodwill by business segment [Abstract] | ||
Goodwill | 736 | 736 |
Other [Member] | ||
Identifiable assets by geographic area [Abstract] | ||
Identifiable assets | $ 21,755 | $ 22,675 |
Segment and Related Informati35
Segment and Related Information, Revenue By Major Customer (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue, Major Customer [Line Items] | ||||
Percentage of revenue generated by customer | 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 | 20.00% | 21.00% | 21.00% | 18.00% |
Hospitality segment [Member] | Yum! Brands, Inc. [Member] | Reportable Segments [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of revenue generated by customer | 11.00% | 11.00% | 11.00% | 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 | 38.00% | 38.00% | 39.00% | 40.00% |
All Others [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of revenue generated by customer | 31.00% | 30.00% | 29.00% | 28.00% |
Fair Value of Financial Instr36
Fair Value of Financial Instruments (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2014 | $ 5,040 |
New level 3 liability | 0 |
Total gains (losses) reported in earnings | 0 |
Transfers into or out of Level 3 | 0 |
Balance at September 30, 2015 | $ 5,040 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Nov. 04, 2015USD ($) |
Subsequent Event [Line Items] | |
Total consideration | $ 16,600,000 |
Consideration received | 12,100,000 |
Consideration receivable | 4,500,000 |
Consideration receivable upon achievement of targets | $ 1,500,000 |