UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2003 ____________________ Commission File Number 0-22935 PEGASUS SOLUTIONS, INC. (Exact name of registrant as specified in its charter) DELAWARE 75-2605174 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) CAMPBELL CENTRE I, 8350 NORTH CENTRAL EXPRESSWAY, SUITE 1900, DALLAS, TEXAS 75206 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (214) 234-4000 Item 5. Other Events On February 4, 2003, Pegasus Solutions, Inc. issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2002, as well as its plans to strategically integrate the company. Attached to this current report on Form 8-K is a copy of the related press release dated February 4, 2003. Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit Number Description - --------------- ----------- 99.1 Press release issued February 4, 2003 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this current report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. PEGASUS SOLUTIONS, INC. February 5, 2003 /s/ SUSAN K. COLE -------------------- Chief Financial Officer EXHIBIT INDEX Exhibit Number Description --------------- ----------- 99.1 Press release issued February 4, 2003 Exhibit 99.1 Press release issued February 4, 2003 CONTACTS: Pegasus Solutions FD Morgen-Walke Marcie Hyder Kirin Smith Press: Karin Wacaser Press: Evan Goetz 214-234-4000 212-850-5600 PEGASUS SOLUTIONS REPORTS FOURTH QUARTER AND FULL YEAR 2002 RESULTS; ANNOUNCES STRATEGIC INTEGRATION, ESTIMATES $8 MILLION TO $9 MILLION IN ANNUAL COST SAVINGS DALLAS, TX-FEBRUARY 4, 2003- PEGASUS SOLUTIONS, INC. (NASDAQ: PEGS), a leading worldwide provider of hotel reservations-related services and technology, today announced financial results for the fourth quarter and year ended December 31, 2002, as well as its plans to strategically integrate the company. On a GAAP basis, the company's net loss per diluted share for the fourth quarter 2002 was $0.06, compared to a net loss per diluted share of $0.14 for the fourth quarter of 2001. For the full year 2002, diluted net loss per share was $0.14, compared to $1.21 for 2001. For comparative purposes, the company adopted Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets," on January 1, 2002, and accordingly, did not record goodwill amortization during 2002. If SFAS 142 had been in effect during 2001, comparable net income (loss) per share for the fourth quarter and full year 2001 would have been $0.01 and ($0.61), respectively. Diluted cash earnings, which excludes purchase accounting amortization and non-recurring items, was $0.13 per share for the fourth quarter of 2002, compared to $0.05 per share for the same quarter last year representing a 160 percent increase. For the full year 2002, diluted cash earnings was $0.54 per share or 20 percent higher than the $0.45 per share generated in 2001. "Our achievement of 20 percent cash EPS growth in 2002 reflects the strength and resilience of our business model, particularly in light of the challenging economic and travel industry climate throughout 2002," said John F. Davis, III, chairman and chief executive officer of Pegasus Solutions. Certain Revenue and Expense Reclassifications - ------------------------------------------------- Historically, certain reimbursable expenses, primarily GDS fees the company pays on behalf of and subsequently bills to its customers, have been recorded as a reduction to revenue. Under current accounting rules that went into effect in 2002, these amounts should be recorded as revenue with a corresponding amount recorded as expense. 2002 and 2001 financial results have been reclassified to conform to this required presentation. These reclassifications had no impact on the company's net loss, net loss per share, cash earnings per share or EBITDA. However, EBITDA as a percent of revenue, or EBITDA margin, decreased slightly as a result of these reclassifications. A reconciliation is provided below with more details regarding these reclassifications. Fourth Quarter 2002 Results and Other Highlights - ------------------------------------------------------ - - Total revenue was $43.4 million, compared to $42.0 million for the year-ago quarter. - - Consolidated EBITDA increased to $8.3 million, or 61 percent, over adjusted EBITDA for the fourth quarter of 2001. Consolidated EBITDA margins improved to 19 percent from 12 percent in 2001. - - The company's technology division generated revenue of $27.3 million and EBITDA of $5.3 million, or 20 percent of revenue. This compared to revenue of $26.4 million and adjusted EBITDA of $4.0 million, or 15 percent of revenue, for the same quarter last year. - - The company's hospitality division, or Utell, generated revenue of $16.1 million and EBITDA of $3.0 million, or 19 percent of revenue. This compared to revenue of $15.6 million and adjusted EBITDA of $1.2 million, or 8 percent of revenue, for the same quarter last year. - - Cash flow from operations was $6.6 million. - - Pegasus signed Travelodge UK to a comprehensive 7-year agreement for a suite of hotel technology services, including its PegasusCentral(TM) Web-based hospitality management service. Full Year 2002 Results and Other Highlights - ------------------------------------------------- - - Total revenue, excluding a customer termination fee, was $186.4 million in 2002, which was essentially flat compared to revenue from continuing operations in 2001. - - Consolidated EBITDA, excluding a customer termination fee, increased to $37.5 million, resulting in consolidated EBITDA margins improving from 16 percent in 2001 to 20 percent in 2002. - - Excluding a customer termination fee, the company's technology division generated revenue of $116.9 million and EBITDA of $24.1 million, or 21 percent of revenue. This compared to revenue of $112.9 million and adjusted EBITDA of $23.3 million, or 21 percent of revenue, for 2001. See table below for more information on non-recurring items. - - The company's hospitality division, or Utell, generated revenue of $69.5 million, compared to $73.1 million from continuing operations last year. Utell's EBITDA was $13.4 million, almost doubling adjusted EBITDA for the prior year of $7.0 million. - - Pegasus' balance sheet remains strong, including $23.9 million of cash, cash equivalents and short-term investments with no outstanding debt. - - Cash flow from operations was $38.3 million, compared to $25.4 million in 2001. Revenue by Business Unit - --------------------------- Within the technology division, fourth quarter 2002 Reservation Services revenue was $18.5 million compared to fourth quarter 2001 revenue of $18.1 million. For the full year, Reservation Services revenue, excluding the customer early termination fee, was $80.5 million, a 1 percent increase over 2001. The increase in year-over-year revenues primarily resulted from revenues from new customers, incremental increases in revenues from existing customers and a 46 percent increase in higher margin Internet transactions. These increases were partially offset by the loss of two CRS customers during the year. During the fourth quarter, Financial Services revenue increased to $7.3 million, or 14 percent, over the prior year due to increased transaction volume and gross commissions processed, and an increase in the average travel agent fee earned from each transaction. For 2002, Financial Services revenue increased 5 percent to $29.9 million, compared to $28.5 million for 2001. Property Systems and Services generated revenue of $1.5 million for the fourth quarter of 2002, down $370,000 from the fourth quarter of 2001. Property Systems and Services revenue for the full year was $6.5 million, a 41 percent increase over 2001. This increase was primarily due to the September 2001 acquisition of Tempe-based Global Enterprise Technology Solutions, LLC (GETS) and increasing revenues from the continued rollout of PegasusCentral, the company's Web-based property system. The company's Utell division had revenue for the quarter totaling $16.1 million, up 4 percent from the fourth quarter of 2001 due to increases in the gross hotel revenue delivered and the overall average daily room rates. As expected, full year revenues from continuing operations decreased 5 percent from $73.1 million in 2001 to $69.5 million in 2002 primarily resulting from the planned portfolio reduction, which was focused on improving margins on a per hotel basis. The number of hotels in Utell's portfolio at December 31, 2002 was 14 percent less than the number of hotels at the end of 2001 as a result of this planned portfolio reduction. Strategic Integration - ---------------------- Today, Pegasus also announced a strategic reorganization to integrate its technology and hospitality divisions into one operating unit. The single operating unit will have integrated support functions that will be customer-driven and will have consolidated sales and marketing, product development, service delivery, reservation/data management, information technology, finance and human resources functions. Commenting on the integration, Davis said, "The reorganization plan we implemented during late 2001 was successful in demonstrating the true value of Utell. Our current plan to integrate Utell with our technology business is the final step in realizing additional synergies as one fully integrated company. We created this new organizational structure with a focus on our customers and growing revenue." The proposed integration plan, which includes the elimination of approximately 270 redundant positions, should be substantially completed during the first half of 2003. Consultation concerning the potential redundancies is currently underway. Upon the completion of the reorganization and consolidation of certain facilities, the estimated annual cost savings are expected to range from $8 million to $9 million. As a result of the plan, Pegasus will incur restructure and asset impairment costs ranging from $4 million to $5 million, which will be recorded over the next several quarters. Also related to the integration, the company announced changes in key leadership positions to support the new organizational structure. Mark C. Wells, who was formerly president and chief operating officer of the company's Utell division, is now executive vice president and chief operating officer of Pegasus Solutions. Joseph W. Nicholson, who was formerly president and chief operating officer of the company's technology division, is taking on a new role as executive vice president, strategic planning and corporate development. In addition, Pegasus has established a new position to handle its sales and marketing efforts worldwide and is actively recruiting a seasoned executive to fill the role of executive vice president, sales and marketing. Outlook - ------- Commenting on the company's outlook, Susan K. Cole, chief financial officer of Pegasus Solutions, said, "In addition to better aligning our products and services with customers' needs, this integration plan is designed to optimize our cost structure to take full advantage of any incremental, internal revenue growth or improvement in the economy and travel industry. Unfortunately, there continues to be a slower than anticipated recovery in the nation's economy, soft demand for corporate business travel and the threat of war, which may continue to adversely affect our results. Nevertheless, we are still committed to maintaining our strong balance sheet, improving on our EBITDA margin of 20 percent and generating positive operating cash flows. Due to our strategic integration plan, we now project our full year 2003 cash earnings estimates to be in the range of $0.59 to $0.66. As a result of the revenue and expense reclassifications discussed earlier, we estimate revenue for 2003 to be in the range of $190 million and $200 million." In conclusion Davis said, "During 2002, we invested in technology and product development and built a strong foundation, which we believe will not only carry us through the current period of uncertainty, but will also allow us to grow and meet the ever-changing needs of our customers as one fully-integrated company." Conference Call - ---------------- Following this release, Pegasus Solutions will host a conference call today at 4:45 p.m. (EST), 3:45 p.m. (CST). The call will be simultaneously Webcast over the Internet. To access the Webcast, go to the Company's Web site, http://www.pegs.com. Click on "investor," or go directly to http://www.pegs.com/investor/investor.htm. COMPANY INFORMATION - -------------------- Dallas-based Pegasus Solutions, Inc. (www.pegs.com) is a leading global provider of hotel reservations-related services and technologies. Its services include central reservations systems; electronic distribution services that connect more than 44,000 hotels to the Internet and to the global distribution systems (GDS); travel agent commission processing and payment services; the Utell marketing and reservation representation service (www.Utell.com); and PegasusCentral(TM), a Web-based enterprise solution with property management applications. Pegasus' customers comprise tens of thousands of travel agencies around the world, including the top 10 largest U.S.-based travel agencies1foot1Travel Weekly, June 24, 2002, "Top 50 Travel Agencies"; more than 48,000 hotel properties around the globe, including the 50 largest hotel brands in the world based on total number of guest rooms2foot2Hotel Business, February 7, 2002, "The Top Hotel Brands" - ranked by total number of rooms (2001); and thousands of Web sites/services have their hotel reservations Powered by Pegasus(TM). In addition to its corporate headquarters in Dallas, Pegasus has 20 offices in 11 countries, including regional hubs in Phoenix, London and Singapore. The company's stock is traded on the Nasdaq National Market under the symbol PEGS. Some statements made in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding future events, financial performance and financial projections, as well as management's expectations, beliefs, hopes, intentions or strategies regarding the future. Because such statements deal with future events, they are subject to various risks and uncertainties, and actual results could differ materially from current expectations. Factors that could cause or contribute to such difference include, but are not limited to, terrorist acts or war, variation in demand for and acceptance of the company's products and services and timing of sales, general economic conditions including a slowdown in technology spending by the company's current and prospective customers, failure to maintain successful relationships with and to establish new relationships with customers, the success of the company's international operations, the level of product and price competition from existing and new competitors, changes in the company's level of operating expenses and its ability to control costs, delays in developing, marketing and deploying new products and services, as well as other risks identified in the company's Securities and Exchange Commission filings, including those appearing under the caption Risk Factors in the company's 2001 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed since the Annual Report. Management evaluates company performance based on earnings before interest, income tax, depreciation, amortization and other non-recurring items (EBITDA). Although EBITDA is not calculated in accordance with generally accepted accounting principles, Pegasus believes that EBITDA is widely used by analysts, investors and others as a measure of operating performance. Nevertheless, this measure should not be considered in isolation of, or as a substitute for, operating income, cash flows from operating activities or any other measure for determining the company's operating performance or liquidity that is calculated in accordance with generally accepted accounting principles. In addition, Pegasus' calculation of EBITDA is not necessarily comparable to similarly titled measures reported by other companies. 1Travel Weekly, June 24, 2002, "Top 50 Travel Agencies" 2Hotel Business, February 7, 2002, "The Top Hotel Brands" - ranked by total number of rooms (2001) PEGASUS SOLUTIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) Three Months Ended Year Ended December 31, December 31, ------------ ------------ 2002 2001 2002 2001 -------- --------- --------- --------- Revenues: Service revenues $40,664 $ 39,193 $178,769 $180,668 Customer reimbursements 2,780 2,823 11,181 12,079 -------- --------- --------- --------- Total revenues 43,444 42,016 189,950 192,747 -------- --------- --------- --------- Cost of services: Cost of services 19,941 22,663 88,717 98,838 Customer reimbursements 2,780 2,823 11,181 12,079 -------- --------- --------- --------- Total cost of services 22,721 25,486 99,898 110,917 -------- --------- --------- --------- Research and development 1,317 1,956 5,821 7,842 General and administrative expenses 6,470 5,741 25,146 25,201 Marketing and promotion expenses 4,620 4,374 17,998 21,709 Depreciation and amortization 11,623 16,474 48,075 65,651 Restructure costs - 597 - 7,696 -------- --------- --------- --------- Operating loss (3,307) (12,612) (6,988) (46,269) Other income (expense): Interest income, net 307 193 1,224 768 Equity in loss of investee - - - (634) Gain on sale of business units - 5,460 - 5,538 Other 535 2,044 130 1,914 -------- --------- --------- --------- Loss before income taxes (2,465) (4,915) (5,634) (38,683) Income tax benefit (991) (1,579) (2,115) (8,946) -------- --------- --------- --------- Net loss $(1,474) $ (3,336) $ (3,519) $(29,737) ======== ========= ========= ========= Net loss per share: Basic and diluted $ (0.06) $ (0.14) $ (0.14) $ (1.21) ======== ========= ========= ========= Weighted average shares outstanding: Basic and diluted 24,822 24,632 24,818 24,570 ======== ========= ========= ========= PEGASUS SOLUTIONS, INC. CONSOLIDATED STATEMENT OF OPERATIONS - CASH EARNINGS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) Three Months Ended December 31, 2002 ----------------- Cash Earnings As Reported Adjustments Cash Earnings ------------- ------------- -------------- Revenues: Service revenues $ 40,664 $ - $ 40,664 Customer reimbursements 2,780 ------------- ------------- -------------- Total revenues 43,444 - 40,664 ------------- ------------- -------------- Cost of services Cost of services 19,941 - 19,941 Customer reimbursements 2,780 ------------- ------------- -------------- Total cost of services 22,721 - 19,941 ------------- ------------- -------------- Research and development 1,317 - 1,317 General and administrative expenses 6,470 - 6,470 Marketing and promotion expenses 4,620 - 4,620 Depreciation and amortization1 11,623 (7,803) 3,820 ------------- ------------- -------------- Operating income (loss) (3,307) 7,803 4,496 Other income (expense): Interest income, net 307 - 307 Other 535 - 535 ------------- ------------- -------------- Income before income taxes (2,465) 7,803 5,338 Income tax expense (benefit)2 (991) 3,019 2,028 ------------- ------------- -------------- Net income (loss) $ (1,474) $ 4,784 $ 3,310 ============= ============= ============== Diluted net income (loss) per share $ (0.06) $ 0.13 ============= ============= Diluted weighted average shares outstanding 24,822 25,265 ============= ============= <FN> Notes: - ------ (1) - To adjust for amortization of purchased identifiable intangible assets. (2) - To adjust income tax expense (benefit) for assumed 38% tax rate for cash earnings. PEGASUS SOLUTIONS, INC. RECONCILIATION OF CERTAIN RECLASSIFICATIONS AND NON-RECURRING ITEMS ($ IN THOUSANDS) (UNAUDITED) NOTE: - ----- Historically, certain reimbursable expenses, primarily GDS fees, the company pays on behalf of and subsequently bills to its customers, have been recorded as a reduction to revenue. Under current accounting rules that went into effect in 2002, these amounts should be recorded as revenue with a corresponding amount recorded as expense. All 2002 and 2001 financial results have been reclassified to conform to this required presentation. These reclassifications had no impact on the company's net loss, net loss per share, cash earnings per share or EBITDA. However, EBITDA as a percent of revenue, or EBITDA margin, decreased slightly as a result of these reclassifications. The following table illustrates these reclassifications as well as non-recurring items that affected the presentation of the company's financial statements. THREE MONTHS ENDED THREE MONTHS ENDED DECEMBER 31, 2002 DECEMBER 31, 2001 ----------------- ----------------- AS REPORTED RECLASSES REVISED AS REPORTED RECLASSES REVISED ------------- ----------- --------- ------------- ----------- --------- Technology revenue - as reported $ 24,927 $ - $ 24,927 $ 24,584 $ - $ 24,584 Customer reimbursements - 1,521 1,521 - 1,499 1,499 Other - 842 842 - 333 333 ------------- ----------- --------- ------------- ----------- --------- Technology revenue - as revised 24,927 2,363 27,290 24,584 1,832 26,416 ------------- ----------- --------- ------------- ----------- --------- Hospitality revenue - as reported 14,895 - 14,895 14,276 - 14,276 Customer reimbursements - 1,259 1,259 - 1,324 1,324 ------------- ----------- --------- ------------- ----------- --------- Hospitality revenue - as revised 14,895 1,259 16,154 14,276 1,324 15,600 ------------- ----------- --------- ------------- ----------- --------- CONSOLIDATED REVENUE $ 39,822 $ 3,622 $ 43,444 $ 38,860 $ 3,156 $ 42,016 ============= =========== ========= ============= =========== ========= CONSOLIDATED OPERATING EXPENSES $ 43,129 $ 3,622 $ 46,751 $ 51,472 $ 3,156 $ 54,628 ============= =========== ========= ============= =========== ========= CONSOLIDATED NET LOSS $ (1,474) $ - $ (1,474) $ (3,336) $ - $ (3,336) ============= =========== ========= ============= =========== ========= Technology EBITDA - as reported 5,319 - 5,319 3,768 - 3,768 Non-recurring items1 - - - 197 - 197 ------------- ----------- --------- ------------- ----------- --------- TECHNOLOGY EBITDA - AS REVISED 5,319 - 5,319 3,965 - 3,965 ------------- ----------- --------- ------------- ----------- --------- Technology EBITDA margin % 21.3% -1.8% 19.5% 16.1% -1.1% 15.0% Hospitality EBITDA - as reported 2,997 - 2,997 94 - 94 Non-recurring items1 - - - 1,109 - 1,109 ------------- ----------- --------- ------------- ----------- --------- HOSPITALITY EBITDA - AS REVISED 2,997 - 2,997 1,203 - 1,203 ------------- ----------- --------- ------------- ----------- --------- Hospitality EBITDA margin % 20.1% -1.6% 18.6% 8.4% -0.7% 7.7% CONSOLIDATED EBITDA $ 8,316 $ - $ 8,316 $ 5,168 $ - $ 5,168 ============= =========== ========= ============= =========== ========= Consolidated EBITDA margin % 20.9% -1.7% 19.1% 13.3% -1.0% 12.3% <FN> FOOTNOTE: - --------- 1 - Non-recurring items excluded from 2001 Technology and Hospitality EBITDAs included restructuring and associated charges and external consulting fees paid for IT projects. PEGASUS SOLUTIONS, INC. RECONCILIATION OF CERTAIN RECLASSIFICATIONS AND NON-RECURRING ITEMS ($ IN THOUSANDS) (UNAUDITED) NOTE: - ----- Historically, certain reimbursable expenses, primarily GDS fees, the company pays on behalf of and subsequently bills to its customers, have been recorded as a reduction to revenue. Under current accounting rules that went into effect in 2002, these amounts should be recorded as revenue with a corresponding amount recorded as expense. All 2002 and 2001 financial results have been reclassified to conform to this required presentation. These reclassifications had no impact on the company's net loss, net loss per share, cash earnings per share or EBITDA. However, EBITDA as a percent of revenue, or EBITDA margin, decreased slightly as a result of these reclassifications. The following table illustrates these reclassifications as well as non-recurring items that affected the presentation of the company's financial statements. YEAR ENDED YEAR ENDED DECEMBER 31, 2002 DECEMBER 31, 2001 ----------------- ----------------- AS REPORTED RECLASSES REVISED AS REPORTED RECLASSES REVISED ------------- ----------- --------- ------------- ----------- --------- Technology revenue - as reported $ 111,657 $ - $111,657 $ 106,451 $ - $106,451 Hilton termination fee (3,534) - (3,534) - - - Customer reimbursements - 5,729 5,729 - 5,765 5,765 Other - 3,041 3,041 - 706 706 ------------- ----------- --------- ------------- ----------- --------- Technology revenue - as revised $ 108,123 $ 8,770 $116,893 $ 106,451 $ 6,471 $112,922 ------------- ----------- --------- ------------- ----------- --------- Hospitality revenue - as reported 64,071 - 64,071 73,511 - 73,511 Customer reimbursements - 5,452 5,452 - 6,314 6,314 ------------- ----------- --------- ------------- ----------- --------- Hospitality revenue - as revised 64,071 5,452 69,523 73,511 6,314 79,825 ------------- ----------- --------- ------------- ----------- --------- CONSOLIDATED REVENUE $ 172,194 $ 14,222 $186,416 $ 179,962 $ 12,785 $192,747 ============= =========== ========= ============= =========== ========= CONSOLIDATED OPERATING EXPENSES $ 182,718 $ 14,222 $196,940 $ 226,231 $ 12,785 $239,016 ============= =========== ========= ============= =========== ========= CONSOLIDATED NET LOSS $ (3,519) $ - $ (3,519) $ (29,737) $ - $(29,737) ============= =========== ========= ============= =========== ========= Technology EBITDA - as reported 27,677 - 27,677 18,229 - 18,229 Hilton termination fee (3,534) - (3,534) - - - Non-recurring items1 - - - 5,113 - 5,113 ------------- ----------- --------- ------------- ----------- --------- TECHNOLOGY EBITDA - AS REVISED 24,143 - 24,143 23,342 - 23,342 ------------- ----------- --------- ------------- ----------- --------- Technology EBITDA margin % 22.3% -1.7% 20.7% 21.9% -1.3% 20.7% Hospitality EBITDA - as reported 13,410 - 13,410 1,153 - 1,153 Non-recurring items1 - - - 5,830 - 5,830 ------------- ----------- --------- ------------- ----------- --------- HOSPITALITY EBITDA - AS REVISED 13,410 - 13,410 6,983 - 6,983 ------------- ----------- --------- ------------- ----------- --------- Hospitality EBITDA margin % 20.9% -1.6% 19.3% 9.5% -0.8% 8.7% CONSOLIDATED EBITDA - AS REVISED $ 37,553 $ - $ 37,553 $ 30,325 $ - $ 30,325 ============= =========== ========= ============= =========== ========= Consolidated EBITDA margin % 21.8% -1.7% 20.1% 16.9% -1.1% 15.7% <FN> FOOTNOTE: - --------- 1 - Non-recurring items excluded from 2001 Technology and Hospitality EBITDAs included restructuring and associated charges and external consulting fees paid for IT projects. PEGASUS SOLUTIONS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) (UNAUDITED) DECEMBER 31, 2002 2001 --------- --------- ASSETS Cash and cash equivalents $ 19,893 $ 13,438 Short-term investments 4,033 9,167 Accounts receivable, net 25,886 29,228 Other current assets 8,368 5,309 --------- --------- Total current assets 58,180 57,142 Intangible assets, net 6,013 32,505 Property and equipment, net 71,442 67,365 Goodwill, net 139,533 136,921 Other noncurrent assets 12,927 11,735 --------- --------- Total assets $288,095 $305,668 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued liabilities $ 26,574 $ 39,203 Unearned income 7,812 8,585 Deferred tax liability - 12,301 Customer deposits 3,031 2,170 Other current liabilities 3,768 424 --------- --------- Total current liabilities 41,185 62,683 Uncleared commission checks 4,641 4,004 Other noncurrent liabilities 14,673 7,780 Commitments and contingencies - - Stockholders' equity: Common stock 255 251 Additional paid-in capital 295,513 290,444 Unearned compensation (571) (34) Accumulated comprehensive gain 1 21 Accumulated deficit (59,757) (56,238) Less treasury stock at cost (7,845) (3,243) --------- --------- Total stockholders' equity 227,596 231,201 --------- --------- Total liabilities and stockholders' equity $288,095 $305,668 ========= =========