SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 2001. Commission File Number 1-9720
OR
[ ] TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From __________ to __________
Commission File Number __________
PAR TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 16-1434688
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
PAR Technology Park
8383 Seneca Turnpike
New Hartford, NY 13413-4991
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (315) 738-0600
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
------- ----------
The number of shares outstanding of registrant's common stock, as of July
31, 2001 - 7,723,005 shares.
PAR TECHNOLOGY CORPORATION
TABLE OF CONTENTS
FORM 10-Q
PART 1
FINANCIAL INFORMATION
Item Number
-----------
Item 1. Financial Statements
- Consolidated Statement of Income for
the Three and Six Months Ended June 30, 2001 and 2000
- Consolidated Statement of Comprehensive Income for
the Three and Six Months Ended June 30, 2001 and 2000
- Consolidated Balance Sheet at
June 30, 2001 and December 31, 2000
- Consolidated Statement of Cash Flows
for the Six Months Ended June 30, 2001 and 2000
- Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Signatures
Exhibit Index
Item 1.
Financial Statements
PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(In Thousands Except Per Share Amounts)
(Unaudited)
For the three months For the six months
ended June 30, ended June 30,
-------------------- --------------------
2001 2000 2001 2000
-------- -------- -------- --------
Net revenues:
Product ........................... $ 13,081 $ 10,419 $ 25,258 $ 16,931
Service ........................... 8,667 7,865 16,549 14,552
Contract .......................... 7,698 6,030 14,854 12,082
-------- -------- -------- --------
29,446 24,314 56,661 43,565
-------- -------- -------- --------
Costs of sales:
Product ........................... 8,681 8,248 16,648 13,556
Service ........................... 6,630 7,424 12,941 14,104
Contract .......................... 7,243 5,618 13,992 11,313
-------- -------- -------- --------
22,554 21,290 43,581 38,973
-------- -------- -------- --------
Gross margin ................ 6,892 3,024 13,080 4,592
-------- -------- -------- --------
Operating expenses:
Selling, general and administrative 4,510 5,601 8,547 12,070
Research and development .......... 1,914 2,422 3,959 4,525
-------- -------- -------- --------
6,424 8,023 12,506 16,595
-------- -------- -------- --------
Income (loss) from operations .......... 468 (4,999) 574 (12,003)
Other income, net ...................... 212 108 550 97
Interest expense ....................... (325) (231) (680) (355)
-------- -------- -------- --------
Income (loss) before provision for
income taxes ...................... 355 (5,122) 444 (12,261)
Provision (benefit) for income taxes ... 128 (1,870) 168 (4,486)
-------- -------- -------- --------
Net income (loss) ...................... $ 227 $ (3,252) $ 276 $ (7,775)
======== ======== ======== ========
Basic and Diluted earnings (loss)
per common share .................. $ .03 $ (.41) $ .04 $ (.98)
======== ======== ======== ========
Weighted average shares outstanding
Diluted ........................... 7,791 7,863 7,765 7,949
======== ======== ======== ========
Basic ............................. 7,723 7,863 7,723 7,949
======== ======== ======== ========
PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(In Thousands)
(Unaudited)
For the three months For the six months
ended June 30, ended June 30,
------------------- -------------------
2001 2000 2001 2000
------- -------- -------- --------
Net income (loss) ........................... $ 227 $(3,252) $ 276 $(7,775)
Other comprehensive loss, net of tax:
Foreign currency translation adjustments (5) (439) (368) (474)
------- ------- ------- -------
Comprehensive income (loss) ................. $ 222 $(3,691) $ (92) $(8,249)
======= ======= ======= =======
PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Thousands Except Share Amounts)
June 30,
2001 December 31,
(Unaudited) 2000
Assets ----------- ----------
Current Assets:
Cash .................................... $ 691 $ 1,199
Accounts receivable-net ................. 30,163 30,400
Inventories ............................. 23,517 26,776
Income tax refund claims ................ -- 56
Deferred income taxes ................... 4,295 4,255
Other current assets .................... 2,362 1,868
-------- --------
Total current assets ................ 61,028 64,554
Property, plant and equipment - net .......... 9,399 10,098
Deferred income taxes ........................ 6,159 6,321
Other assets ................................. 3,790 3,963
-------- --------
$ 80,376 $ 84,936
======== ========
Liabilities and Shareholders' Equity
Current Liabilities:
Notes payable ........................... $ 11,475 $ 13,856
Accounts payable ........................ 6,255 8,800
Accrued salaries and benefits ........... 4,324 4,208
Accrued expenses ........................ 1,516 2,088
Income taxes payable .................... 456 --
Deferred service revenue ................ 7,314 6,829
-------- --------
Total current liabilities ........... 31,340 35,781
-------- --------
Long-term debt ............................... 2,296 2,323
-------- --------
Shareholders' Equity:
Common stock, $.02 par value,
19,000,000 shares authorized;
9,516,711 shares issued
7,723,005 outstanding ................. 190 190
Preferred stock, $.02 par value,
1,000,000 shares authorized ........... -- --
Capital in excess of par value .......... 28,071 28,071
Retained earnings ....................... 29,019 28,743
Accumulated comprehensive loss .......... (1,571) (1,203)
Treasury stock, at cost, 1,793,706 shares (8,969) (8,969)
-------- --------
Total shareholders' equity .......... 46,740 46,832
-------- --------
$ 80,376 $ 84,936
======== ========
PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands)
(Unaudited)
For the six months
ended June 30,
-------------------
2001 2000
-------- --------
Cash flows from operating activities:
Net income (loss) ........................................ $ 276 $(7,775)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization .......................... 1,624 1,766
Provision for obsolete inventory ....................... 665 2,268
Deferred income taxes .................................. 122 (3,413)
Translation adjustments ................................ (368) (474)
Increase (decrease) from changes in:
Accounts receivable-net .............................. 237 8,572
Inventories .......................................... 2,594 (2,798)
Income tax refund claims ............................. 56 (814)
Other current assets ................................. (494) (349)
Accounts payable ..................................... (2,545) (3,355)
Accrued salaries and benefits ........................ 116 (153)
Accrued expenses ..................................... (572) (521)
Income taxes payable ................................. 456 --
Deferred service revenue ............................. 485 1,015
------- -------
Net cash provided (used) by operating activities .... 2,652 (6,031)
------- -------
Cash flows from investing activities:
Capital expenditures ................................... (300) (393)
Capitalization of software costs ....................... (452) (562)
------- -------
Net cash used in investing activities ............... (752) (955)
------- -------
Cash flows from financing activities:
Net borrowing (payments) under line-of-credit agreements (2,381) 5,167
Net proceeds (payments) from the issuance of long-term debt (27) 2,396
Acquisition of treasury stock .......................... -- (1,166)
------- -------
Net cash provided (used) in financing activities ... (2,408) 6,397
------- -------
Net decrease in cash and cash equivalents ............... (508) (589)
Cash and cash equivalents at beginning of year .......... 1,199 953
------- -------
Cash and cash equivalents at end of period .............. $ 691 $ 364
======= =======
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest ............................................... $ 612 $ 338
Income taxes, net of refunds ........................... (481) (216)
PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The statements for the three and six months ended June 30, 2001 and 2000
are unaudited; 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
consolidated financial statements for the year ending December 31, 2001 are
subject to adjustment at the end of the year when they will be audited by
independent accountants. The results of operations for the three and six
months ended June 30, 2001 are not necessarily indicative of the results of
operations to be expected for the year ending December 31, 2001. The
consolidated financial statements and notes thereto should be read in
conjunction with the financial statements and notes for the years ended in
December 31, 2000 and 1999 included in the Company's December 31, 2000
Annual Report to the Securities and Exchange Commission on Form 10-K.
2. Inventories are used in the manufacture and service of Transaction
Processing products. The components of inventory, net of related reserves,
consist of the following:
(In Thousands)
--------------
June 30, December 31,
2001 2000
--------- ---------
Finished goods ....... $ 5,115 $ 6,425
Work in process ...... 1,896 2,956
Component parts ...... 4,132 5,612
Service parts ........ 12,374 11,783
------- -------
$23,517 $26,776
======= =======
At June 30, 2001 and December 31, 2000, the Company had recorded reserves
for obsolete inventory of $4,580,000 and $3,769,000, respectively.
PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
3. In June 2001, the Financial Accounting Standards Board approved Statement
of Financial Accounting Standards No. 142 "Goodwill and Other Intangible
Assets" which is effective January 1, 2002. Under SFAS 142, amortization of
goodwill, including goodwill recorded in past business combinations, will
discontinue upon adoption of this standard. All goodwill and intangible
assets will be tested for impairment in accordance with the provisions of
the Statement. It is anticipated that this Statement will not have a
material effect on the financial condition of the Company.
4. The Company's reportable segments are strategic business units that have
separate management teams and infrastructures that offer different products
and services.
In 2001, the Company has three reportable segments, Restaurant, Industrial
and Government. In previous years, the Restaurant and Industrial segments
were combined in the Transaction Processing segment. The Restaurant segment
offers integrated solutions to the restaurant industry. These offerings
include industry leading hardware and software applications utilized at the
point-of-sale, back of store and corporate office. This segment also offers
customer support including field service, installation, twenty-four hour
telephone support and depot repair. The Industrial segment, for Fortune 500
industrial companies, designs and implements complex integrated transaction
processing solutions incorporating its data collection and management
software that provide real-time connectivity with multiple host computers,
diverse legacy applications, "best-of-breed" software and data input
hardware technologies. The Government segment designs and implements
advanced technology computer software systems primarily for military and
intelligence agency applications. It provides services for operating and
maintaining certain U.S. Government-owned test sites, and for planning,
executing and evaluating experiments involving new or advanced radar
systems. In 2000, the Company had an additional segment, which was its
Vision business. The Vision segment was involved in the manufacture and
sale of image processing systems for the food-processing industry. This
segment was disposed of in 2000. Intersegment sales and transfers are not
material.
Information as to the Company's operations in its segments is set forth
below (in thousands):
For the three months For the six months
ended June 30, ended June 30,
--------------------------------------------
2001 2000 2001 2000
-------- -------- -------- --------
Revenues:
Restaurant ................ $ 21,183 $ 17,673 $ 40,422 $ 29,359
Industrial ................ 565 552 1,365 1,811
Government ................ 7,698 6,030 14,854 12,082
Vision .................... -- 59 20 313
-------- -------- -------- --------
Total ............... $ 29,446 $ 24,314 $ 56,661 $ 43,565
======== ======== ======== ========
Income (loss) from operations:
Restaurant ................ $ 771 $ (4,442) $ 816 $(11,151)
Industrial ................ (736) (764) (979) (913)
Government ................ 433 412 751 491
Vision .................... -- (205) (14) (430)
-------- -------- -------- --------
468 (4,999) 574 (12,003)
Other income, net .............. 212 108 550 97
Interest expense ............... (325) (231) (680) (355)
-------- -------- -------- --------
Income (loss) before provision
for income taxes .......... $ 355 $ (5,122) $ 444 $(12,261)
======== ======== ======== ========
Depreciation and amortization:
Restaurant ................ $ 606 $ 643 $ 1,148 $ 1,264
Industrial ................ 151 64 167 139
Government ................ 25 26 50 60
Vision .................... -- 8 -- 16
Corporate ................. 128 113 259 287
-------- -------- -------- --------
Total ............... $ 910 $ 854 $ 1,624 $ 1,766
======== ======== ======== ========
Capital expenditures:
Restaurant ................ $ 85 $ 118 $ 178 $ 118
Industrial ................ 14 -- 16 --
Government ................ 12 -- 42 61
Vision .................... -- 7 -- 10
Corporate ................. 38 155 64 204
-------- -------- -------- --------
Total ............... $ 149 $ 280 $ 300 $ 393
======== ======== ======== ========
June 30, December 31,
2001 2000
-------- -----------
Identifiable assets:
Restaurant ............................ $66,787 $71,394
Industrial ................................. 2,346 2,322
Government ............................ 5,401 5,200
Vision ................................ -- 468
Corporate ............................. 5,842 5,552
------- -------
Total ........................... $80,376 $84,936
======= =======
The following table presents revenues by geographic area based on the
location of the use of the product or services.
For the three months For the six months
ended June 30, ended June 30,
-------------------------------------------------
2001 2000 2001 2000
------- ------- ------- -------
United States .......... $25,370 $19,870 $48,456 $36,353
Other Countries ........ 4,076 4,444 8,205 7,212
------- ------- ------- -------
Total ............ $29,446 $24,314 $56,661 $43,565
======= ======= ======= =======
The following table presents property by geographic area based on the
location of the asset.
June 30, December 31,
2001 2000
-------- -----------
United States .......................... $73,870 $76,203
Other Countries ........................ 6,506 8,733
------- -------
Total ............................ $80,376 $84,936
======= =======
Customers comprising 10% or more of the Company's total revenues are
summarized as follows:
For the three months For the six months
ended June 30, ended June 30,
------------------- -----------------
2001 2000 2001 2000
------ ------- ------ -----
Restaurant Segment:
McDonald's Corporation ........ 30% 35% 30% 29%
Tricon Corporation ............ 26% 20% 25% 21%
Government Segment:
Department of Defense ......... 26% 25% 26% 28%
All Others ......................... 18% 20% 19% 22%
--- --- --- ---
100% 100% 100% 100%
=== === === ===
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUARTER ENDED JUNE 30, 2001
COMPARED WITH
QUARTER ENDED JUNE 30, 2000
The Company reported revenues of $29.4 million for the second quarter ended
2001, an increase of 21% from the $24.3 million reported in 2000. The Company
recorded net income of $227,000 or diluted earnings per share of $.03 for 2001.
This compares to a net loss of $3.3 million or diluted loss per share of $.41
for 2000.
Product revenues were $13.1 million in 2001, an increase of 26% from the
$10.4 million recorded in 2000. This increase is due to dramatically improved
sales in the Company's Restaurant business. The Company is continuing to see an
increase in capital spending in the restaurant market. Sales increased to major
accounts and the Company added several new customers. These new accounts are
primarily the result of the early success of two sales initiatives. The first is
due to the sale of our new iN.fusion software while the second initiative
focuses on the sale of POS terminals to new markets including specialty retail,
theaters and banking.
Customer service revenues were $8.7 million in 2001, an increase of 10%
from the $7.9 million in 2000. This increase was the result of higher field
service revenue due to increased activity and certain price increases.
Additional increases were in installation revenue, which is directly related to
product revenue discussed above. The Company's service offerings include
installation, twenty-four hour help desk support and various field and on-site
service options.
Contract revenues were $7.7 million in 2001, an increase of 28% when
compared to the $6 million recorded in the same period in 2000. This increase is
due primarily to Naval contracts to operate and maintain communications in
support of Fleet Operations. The Company has become a recognized leader in the
conversion of military communications facilities to contractor operations. The
U.S. Government is continuing to emphasize the outsourcing of military facility
operations, and management anticipates further growth in this segment of our
government business. The increase is also attributable to a floodplain-mapping
contract with the New York State Department of Environmental Conservation.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUARTER ENDED JUNE 30, 2001
COMPARED WITH
QUARTER ENDED JUNE 30, 2000
Product margins were 34% for 2001 compared to 21% for the same period in
2000. This improvement is attributable to increased software content in product
sales and greater absorption of fixed manufacturing costs on higher product
volume.
Customer service margins were 24% in 2001 compared to 6% for the same
period in 2000. This margin improvement was the result of improved efficiencies
and certain price increases. The Company is beginning to realize the benefits of
its investment in its recently installed service management system.
Contract margins were 6% in 2001 compared to 7% for the same period in
2000. This is attributable to a small change in contract mix. Margins on the
Company's government contract business typically run between 5% and 6%.
Selling, general and administrative expenses were $4.5 million in 2001
versus $5.6 million for the same period in 2000, a decrease of 19%. This decline
was the result of cost reductions made by the Company over the past year.
Research and development expenses were $1.9 million in 2001, a decrease of
21% from the $2.4 million recorded for the same period in 2000. The Company
reduced certain discretionary expenses while maintaining its strategic
investment in restaurant products including its iN.fusion software suite.
Research and development costs attributable to government contracts are included
in cost of contract revenues.
Interest expense represents interest charged on the Company's short-term
borrowing requirements from banks and from long-term debt. The average amount of
outstanding borrowings was higher during 2001 than in 2000. This was partially
offset by lower interest rates during 2001.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2001
COMPARED WITH
SIX MONTHS ENDED JUNE 30, 2000
The Company reported revenues of $56.7 million for the six months ended
June 30, 2001, an increase of 30% from the $43.6 million reported in 2000. The
Company recorded net income of $276,000 or diluted earnings per share of $.04
for 2001. This compares to a net loss of $7.8 million or diluted loss per share
of $.98 for 2000.
Product revenues were $25.3 million in 2001, an increase of 49% from the
$16.9 million recorded in 2000. This increase is due to dramatically improved
sales in the Company's Restaurant business. Sales increased domestically to
McDonald's, Tricon, Dealers and Value-Added Resellers. Internationally, product
sales grew to McDonald's and various new accounts as mentioned previously.
Customer service revenues were $16.5 million in 2001, an increase of 14%
from the $14.6 million in 2000. This increase was the result of higher
installation revenue, which is related to product volume, and field service
revenue as a result of new contracts and certain price increases. The Company's
service offerings include installation, twenty-four hour help desk support and
various field and on-site service options.
Contract revenues were $14.9 million in 2001, an increase of 23% when
compared to the $12.1 million recorded in the same period in 2000. This increase
is due primarily to the Naval communication contracts and the floodplain mapping
work discussed earlier.
Product margins were 34% for 2001 compared to 20% for the same period in
2000. This improvement is attributable to greater absorption of fixed
manufacturing costs on higher product volume and to a more favorable product mix
including a higher software content.
Customer service margins were 22% in 2001 compared to 3% for the same
period in 2000. As stated for the quarter, this margin improvement was the
result of improved efficiencies and certain price increases.
Contract margins were 6% in 2001 virtually unchanged from the same period
in 2000. This is in line with our historical margins of 5 to 6%.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2001
COMPARED WITH
SIX MONTHS ENDED JUNE 30, 2000
Selling, general and administrative expenses were $8.5 million in 2001
versus $12.1 million for the same period in 2000, a decrease of 29%. This
decline was the result of recent cost reductions made by the Company.
Additionally, the first six months of 2000 included a charge relating to a
one-time early retirement program offered to eligible employees.
Research and development expenses were $ 4 million in 2001, a decrease of
13% from the $4.5 million recorded for the same period in 2000. The Company is
maintaining its investment in restaurant products including its iN.fusion
software suite and in its manufacturing/warehouse business. Certain
discretionary expenses have been reduced. Research and development costs
attributable to government contracts are included in cost of contract revenues.
Interest expense represents interest charged on the Company's short-term
borrowing requirements from banks and from long-term debt. The average amount of
outstanding borrowings was higher during 2001 than in 2000.
Liquidity and Capital Resources
The Company's primary source of liquidity has been from operations and
lines of credit with various banks. For the six months ended June 30, the
Company generated cash flow from operating activities of $2.7 million compared
to cash used by operating activities of $6 million in 2000. A reduction in
inventory, cost cutting measures taken by the Company in the fourth quarter of
2000 and improved collections all contributed to the positive cash flow in the
first half of 2001. This was partially offset by the timing of vendor payments.
In 2000, cash flow was adversely affected by a large operating loss, an increase
of inventory, and in the timing of vendor payments.
Cash used in investing activities was $752,000 in 2001 versus $955,000 in
2000. In 2001 capital expenditures were primarily for improvements to the
Company's customer service facility in Boulder, Colorado. In addition, the
Company capitalized $452,000 of software costs. In 2000, capital expenditures
were primarily for renovations to the Company's corporate facilities.
Capitalized software costs amounted to $562,000 in 2000.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2001
COMPARED WITH
SIX MONTHS ENDED JUNE 30, 2000
Cash used by financing activities was $2.4 million in 2001 compared to cash
provided of $6.4 million in 2000. In 2001, the Company reduced its
line-of-credit borrowings by $2.4 million. In 2000, the Company increased its
line-of-credit borrowings by $5.2 million and secured a mortgage on a portion of
its headquarter facilities. This was partially offset by the repurchase of
255,200 shares of its stock for $1.2 million.
The Company currently has line-of-credit agreements, which aggregate $15
million with certain banks. At June 30, 2001, $11.5 million was outstanding
under these agreements. The Company believes that it has adequate financial
resources to meet its future liquidity and capital requirements in 2001.
Other Matters
Inflation had little effect on revenues and related costs during the first
six months of 2001. Management anticipates that margins will be maintained at
acceptable levels to minimize the effects of inflation, if any.
The Company has total interest bearing short-term debt of approximately
$11.5 million at June 30, 2001. Management believes that increases in short-term
rates could have an adverse effect on the Company's 2001 results.
Management believes that foreign currency fluctuations should not have a
significant impact on gross margins due to the low volume of business affected
by foreign currencies.
In June 2001, the Financial Accounting Standards Board approved Statement
of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets"
which is effective January 1, 2002. Under SFAS 142, amortization of goodwill,
including goodwill recorded in past business combinations, will discontinue upon
adoption of this standard. All goodwill and intangible assets will be tested for
impairment in accordance with the provisions of the Statement. It is anticipated
that this statement will not have a material effect on the financial condition
of the Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2001
COMPARED WITH
SIX MONTHS ENDED JUNE 30, 2000
Important Factors Regarding Future Results
Information provided by the Company, including information contained in
this report or by its spokespersons from time to time might contain
forward-looking statements. Forward-looking statements are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that all forward-looking statements involve risks and
uncertainties, including without limitation, further delays in new product
introduction, risks in technology development and commercialization, risks in
product development and market acceptance of and demand for the Company's
products, risks of downturns in economic conditions generally, and in the quick
service sector of the restaurant market specifically, risks of intellectual
property rights associated with competition and competitive pricing pressures,
risks associated with foreign sales and high customer concentration, and other
risks detailed in the Company's filings with the Securities and Exchange
Commission.
Item 6. Exhibits and Reports on Form 8-K
List of Exhibits
Exhibit No. Description of Instrument
----------- -------------------------
11 Statement re computation of per-share earnings
Reports on Form 8-K
None during the second quarter of 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PAR TECHNOLOGY CORPORATION
--------------------------
(Registrant)
Date: August 13, 2001
/s/RONALD J. CASCIANO
------------------------------
Ronald J. Casciano
Vice President, Chief Financial Officer
and Treasurer
Exhibit Index
Exhibit No.
-----------
11 - Statement re computation
of per-share earnings
Exhibit 11
COMPUTATION OF WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK
(In Thousands)
For the three months
ended June 30,
--------------------
2001 2000
------- ------
Diluted Earnings Per Share:
Weighted average shares of
Common stock outstanding:
Balance outstanding - beginning of period ........... 7,723 7,951
Weighted average shares of
treasury stock acquired ............................. -- (88)
Incremental shares of common stock
outstanding giving effect to stock options .......... 68 --
------ ------
Weighted balance - end of period .................... 7,791 7,863
====== ======
For the three months
ended June 30,
--------------------
2001 2000
------- ------
Basic Earnings Per Share:
Weighted average shares of
Common stock outstanding:
Balance outstanding - beginning of period ........... 7,723 7,951
Weighted average shares of
treasury stock acquired ............................. -- (88)
------ ------
Weighted balance - end of period .................... 7,723 7,863
====== ======
Exhibit 11
COMPUTATION OF WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK
(In Thousands)
For the six months
ended June 30,
--------------------
2001 2000
------- --------
Diluted Earnings Per Share:
Weighted average shares of
Common stock outstanding:
Balance outstanding - beginning of period ........... 7,723 8,060
Weighted average shares of
treasury stock acquired ............................. -- (111)
Incremental shares of common stock
outstanding giving effect to stock options .......... 42 --
------ ------
Weighted balance - end of period .................... 7,765 7,949
====== ======
For the six months
ended June 30,
--------------------
2001 2000
------- --------
Basic Earnings Per Share:
Weighted average shares of
Common stock outstanding:
Balance outstanding - beginning of period ........... 7,723 8,060
Weighted average shares of
treasury stock acquired ............................. -- (111)
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Weighted balance - end of period .................... 7,723 7,949
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