SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 4, 2015
PAR Technology Corporation
(Exact name of registrant as specified in its charter)
|
Delaware
|
1-09720
|
16-1434688
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (315) 738-0600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On November 4, 2015, ParTech, Inc., a wholly owed 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 “Asset Purchase Agreement”) 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.
Consideration to be Paid
The consideration payable by the Purchasers with respect to substantially all the assets of PSMS is equal to the aggregate amount of $16,600,000 in cash (the “Base Purchase Price”), payable as follows:
Cash consideration of $12,100,000 paid at execution of the Asset Purchase Agreement;
An amount equal to $4,500,000 to be paid eighteen (18) months after the date of the Agreement, a portion of which amount will be available to pay certain indemnification obligations of the Group; and
The assumption by the Purchasers of certain specified assumed liabilities, generally consisting of liabilities arising after the closing date, payables and obligations with respect of assumed customer contracts.
In addition to the Closing Consideration, contingent consideration of up to $1,500,000 million payable by the Purchasers to the Group post-closing in cash, based on achievement of certain agreed-upon revenue and earnings targets for calendar years 2016 through 2018.
Representations, Warranties and Covenants
The Asset Purchase Agreement contains customary representations, warranties and covenants. The representations and warranties generally survive the closing for eighteen (18) months.
Other Related Transaction Documents
On November 4, 2015, the Group and the Purchasers also entered into a transitional services agreement whereby the Group agreed to provide transition services after the closing of the transactions contemplated by the Asset Purchase Agreement.
Item 2.02 Results of Operations and Financial Condition.
| (a) |
The information, including Exhibits attached hereto, in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. |
| (b) |
On November 5, 2015, PAR Technology Corporation issued a press release announcing its results of operations for the quarterly period ending September 30, 2015 and the sale of assets of its hotel/spa technology business. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
|
|
PAR Technology Corporation Press Release dated November 5, 2015.
|
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: November 5, 2015
|
/s/Matthew J. Trinkaus
|
| |
Matthew J. Trinkaus
|
| |
Chief Accounting Officer & Corporate Controller
|
Exhibit 99.1
|
|
FOR RELEASE:
CONTACT:
|
New Hartford, NY, November 5, 2015
Christopher R. Byrnes (315) 738-0600 ext. 6226
cbyrnes@partech.com, www.partech.com
|
PAR TECHNOLOGY CORPORATION ANNOUNCES
2015 THIRD QUARTER RESULTS FROM CONTINUING OPERATIONS
COMPANY ALSO ANNOUNCES SALE OF ITS HOTEL TECHNOLOGY BUSINESS
Revenues Grow 10.3% in the Quarter – Adjusted Net-Income Rises 63%
YTD Revenues Rise 8.6% from previous year – Adjusted YTD Net-Income increases by 100% to $4.1 million
New Hartford, NY- -- PAR Technology Corporation (NYSE: PAR) a leading provider of hospitality/retail management systems and Government contract services today announced results from continuing operations for the third quarter and year to date ended September 30, 2015. The Company also announced that it has closed a transaction selling substantially all the assets of its hotel technology business operated under PAR Springer-Miller Systems, Inc. to affiliates of Constellation Software Inc. for a gross purchase price of $16.6 million cash. There is also an opportunity for additional payment of $1.5 million if certain sales targets are achieved. The transaction closed on November 4, 2015.
Summary of Fiscal 2015 Third Quarter and Year-to-Date Financial Results from Continuing Operations
|
· |
Revenue increased 10.3% to $58.1 million, compared to $52.6 million in the third quarter of fiscal 2014. |
|
· |
Adjusted (non-GAAP) net income from continuing operations was $1.7 million, or $0.11 per diluted share, compared to adjusted (non-GAAP) income from continuing operations of $1.1 million, or $0.07 per diluted share, in the same period of 2014. |
|
· |
GAAP net income from continuing operations in the third quarter of fiscal 2015 was $1.3 million, or $0.08 per diluted share, compared to net income of $0.7 million, or $0.04 per diluted share, in the same period of 2014. |
|
· |
Year-to-date 2015 revenue increased 8.6% to $172.2 million compared to $158.6 million in the third quarter of fiscal 2014. |
|
· |
Year-to-date 2015 adjusted (non-GAAP) net income from continuing operations was $4.1 million, or $0.26 per diluted share, compared to adjusted (non-GAAP) net income from continuing operations of $2.0 million, or $0.13 per diluted share, in the same period of 2014. |
|
· |
Year-to-date 2015 GAAP net income from continuing operations was $2.7 million, or $0.17 per diluted share, compared to net income of $1.1 million or $0.07 per diluted share, in the same period of 2014. |
A reconciliation and description of non-GAAP financial measures to their comparable GAAP financial measures are included in the tables following this news release.
Ronald J. Casciano, Chief Executive Officer and President, commented “We are pleased to have delivered another quarter of improved performance, demonstrating the strength of our technology solutions in our Hospitality and Government segments. We are successfully executing our plan to grow revenue with new customers and also achieve our cost reduction objectives. These measurable improvements in results reflect the continued enhancements we have made to deliver cutting edge solutions to the markets we serve that continue to consistently exceed the customer’s requirements.”
Concerning the divestiture of the hotel/spa business, Casciano stated, “We believe selling the Springer-Miller business is the best way to focus on our core businesses to accelerate performance and growth. This sale provides the Company with the financial flexibility to explore future opportunities to enhance our strategic position and immediately strengthens our balance sheet."
Casciano concluded, “Heading into 2016, I am confident that our strategy will enable PAR to become a consistent performer in delivering solid financial results. Our leadership is strong, we are focused on execution and ultimately understand what is required to deliver successful results. We have significant work ahead of us, but I am proud of the progress we have made to date to drive long-term growth and shareholder value.”
Certain Company information in this release or statements made by its spokespersons from time to time may contain forward-looking statements. Any statements in this document that do and not describe historical facts are 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, 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.
About PAR Technology Corporation
PAR Technology Corporation's stock is traded on the New York Stock Exchange under the symbol PAR. PAR’s Hospitality segment has been a leading provider of restaurant and retail technology for more than 30 years. PAR offers technology solutions for the full spectrum of restaurant operations, from large chain and independent table service restaurants to international quick service chains. Products from PAR also can be found in retailers, cinemas, cruise lines, stadiums and food service companies. PAR’s Government Business is a leader in providing computer-based system design, engineering and technical services to the Department of Defense and various federal agencies. Visit www.partech.com for more information.
There will be a conference call at 10:00 a.m. eastern time on November 5th, 2015, during which the Company’s management will discuss the financial results for the third quarter of 2015. To participate in the call, please call 866-868-9502, approximately 10 minutes in advance. No passcode is required to participate in the live call or to listen to the replay version. Individual & Institutional Investors will have the opportunity to listen to the conference call/event over the internet by visiting PAR’s website at www.partech.com. Alternatively, listeners may access an archived version of the presentation call after 1:00 p.m. ET on November 5, 2015 through November 12, 2015 by dialing 855-859-2056.
###
PAR TECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
(Unaudited)
| |
|
September 30,
|
|
|
December 31,
|
|
|
Assets
|
|
2015
|
|
|
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
|
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
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 directly 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
|
|
|
-
|
|
|
|
-
|
|
|
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
|
|
PAR TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
| |
|
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
|
|
|
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
|
|
| |
|
|
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
|
|
| |
|
|
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
|
|
| |
|
|
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
|
|
|
0.08
|
|
|
|
0.04
|
|
|
|
0.18
|
|
|
|
0.07
|
|
|
Loss from discontinued operations
|
|
|
(0.18
|
)
|
|
|
(0.05
|
)
|
|
|
(0.29
|
)
|
|
|
(0.18
|
)
|
|
Net Loss
|
|
$
|
(0.10
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.10
|
)
|
|
Diluted Earnings per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
0.08
|
|
|
|
0.04
|
|
|
|
0.17
|
|
|
|
0.07
|
|
|
Loss from discontinued operations
|
|
|
(0.18
|
)
|
|
|
(0.05
|
)
|
|
|
(0.29
|
)
|
|
|
(0.18
|
)
|
|
Net loss
|
|
$
|
(0.10
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.10
|
)
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
15,589
|
|
|
|
15,577
|
|
|
|
15,549
|
|
|
|
15,498
|
|
|
Diluted
|
|
|
15,659
|
|
|
|
15,635
|
|
|
|
15,650
|
|
|
|
15,576
|
|
PAR TECHNOLOGY CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL RESULTS
(in thousands, except per share data)
(Unaudited)
| |
|
For the three months ended September 30, 2015
|
|
|
For the three months ended September 30, 2014
|
|
| |
|
Reported basis (GAAP)
|
|
|
Adjustments
|
|
|
Comparable basis (Non-GAAP)
|
|
|
Reported basis (GAAP)
|
|
|
Adjustments
|
|
|
Comparable basis (Non-GAAP)
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$
|
58,060
|
|
|
|
-
|
|
|
|
58,060
|
|
|
$
|
52,622
|
|
|
|
-
|
|
|
|
52,622
|
|
|
Costs of sales
|
|
|
46,115
|
|
|
|
-
|
|
|
|
46,115
|
|
|
|
41,469
|
|
|
|
-
|
|
|
|
41,469
|
|
|
Gross Margin
|
|
|
11,945
|
|
|
|
-
|
|
|
|
11,945
|
|
|
|
11,153
|
|
|
|
-
|
|
|
|
11,153
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
7,033
|
|
|
|
414
|
|
|
|
6,619
|
|
|
|
7,599
|
|
|
|
549
|
|
|
|
7,050
|
|
|
Research and development
|
|
|
2,744
|
|
|
|
- |
|
|
|
2,744
|
|
|
|
2,156
|
|
|
|
-
|
|
|
|
2,156
|
|
|
Acquisition amortization
|
|
|
248
|
|
|
|
248
|
|
|
|
-
|
|
|
|
31
|
|
|
|
31
|
|
|
|
-
|
|
|
Total operating expenses
|
|
|
10,025
|
|
|
|
662
|
|
|
|
9,363
|
|
|
|
9,786
|
|
|
|
580
|
|
|
|
9,206
|
|
|
Operating income from continuing operations
|
|
|
1,920
|
|
|
|
662
|
|
|
|
2,582
|
|
|
|
1,367
|
|
|
|
580
|
|
|
|
1,947
|
|
|
Other income, net
|
|
|
128
|
|
|
|
-
|
|
|
|
128
|
|
|
|
(65
|
)
|
|
|
-
|
|
|
|
(65
|
)
|
|
Interest expense
|
|
|
(81
|
)
|
|
|
26
|
|
|
|
(55
|
)
|
|
|
(21
|
)
|
|
|
-
|
|
|
|
(21
|
)
|
|
Income from continuing operations before provision for income taxes
|
|
|
1,967
|
|
|
|
688
|
|
|
|
2,655
|
|
|
|
1,281
|
|
|
|
580
|
|
|
|
1,861
|
|
|
Provision for income taxes
|
|
|
(670
|
)
|
|
|
(255
|
)
|
|
|
(925
|
)
|
|
|
(613
|
)
|
|
|
(187
|
)
|
|
|
(800
|
)
|
|
Income from continuing operations
|
|
$
|
1,297
|
|
|
$
|
433
|
|
|
$
|
1,730
|
|
|
$
|
668
|
|
|
$
|
393
|
|
|
$
|
1,061
|
|
|
Loss from discontinued operations, (net of tax)
|
|
$
|
(2,786
|
)
|
|
|
|
|
|
$
|
(2,786
|
)
|
|
$
|
(777
|
)
|
|
|
|
|
|
$
|
(777
|
)
|
|
Net loss
|
|
$
|
(1,489
|
)
|
|
|
|
|
|
$
|
(1,056
|
)
|
|
$
|
(109
|
)
|
|
|
|
|
|
$
|
284
|
|
|
Income per diluted share from continuing operations
|
|
$
|
0.08
|
|
|
|
|
|
|
$
|
0.11
|
|
|
$
|
0.04
|
|
|
|
|
|
|
$
|
0.07
|
|
|
Loss per diluted share from discontinuing operations
|
|
$
|
(0.18
|
)
|
|
|
|
|
|
$
|
(0.18
|
)
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
$
|
(0.05
|
)
|
|
Loss per diluted share
|
|
$
|
(0.10
|
)
|
|
|
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
$
|
0.02
|
|
The Company reports its financial results in accordance with GAAP, which refers financial information presented in accordance with generally accepted accounting principles in the United States. However, non-GAAP adjusted financial measures, as defined in the reconciliation table above, are provided herein because management uses such measures in evaluating the results of the operations of the Company and believes this information provides investors better insight into underlying business trends and performance. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company's reported results prepared in accordance with GAAP.
During the third quarter of 2015, the Company recorded severance and other related charges of $200,000 and equity based compensation charges of $214,000, included in selling, general and administrative. The Company also recognized amortization of acquired intangible assets of $248,000 and accreted interest of $26,000 related to the acquisition of Brink. During the third quarter of 2014, the Company recorded severance and other related charges of $364,000 and equity based compensation charges of $185,000, included in selling, general and administrative. The Company also recognized amortization of acquired intangible assets of $31,000 related to the acquisition of Brink. The aforementioned charges, along with an associated adjustment to the Company’s provision for income taxes have been excluded in the Company’s non-GAAP measures because they are considered non-recurring in nature and/or are quantitatively and qualitatively different from the Company’s core operations during any particular period.
PAR TECHNOLOGY CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL RESULTS
(in thousands, except per share data)
(Unaudited)
| |
|
For the nine months ended September 30, 2015
|
|
|
For the nine months ended September 30, 2014
|
|
| |
|
Reported basis (GAAP)
|
|
|
Adjustments
|
|
|
Comparable basis (Non-GAAP)
|
|
|
Reported basis (GAAP)
|
|
|
Adjustments
|
|
|
Comparable basis (Non-GAAP)
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$
|
172,206
|
|
|
|
-
|
|
|
$
|
172,206
|
|
|
$
|
158,580
|
|
|
|
-
|
|
|
$
|
158,580
|
|
|
Costs of sales
|
|
|
138,119
|
|
|
|
151
|
|
|
|
137,968
|
|
|
|
127,780
|
|
|
|
-
|
|
|
|
127,780
|
|
|
Gross Margin
|
|
|
34,087
|
|
|
|
151
|
|
|
|
34,238
|
|
|
|
30,800
|
|
|
|
-
|
|
|
|
30,800
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
20,989
|
|
|
|
1,120
|
|
|
|
19,869
|
|
|
|
22,496
|
|
|
|
1,351
|
|
|
|
21,145
|
|
|
Research and development
|
|
|
7,840
|
|
|
|
13
|
|
|
|
7,827
|
|
|
|
6,349
|
|
|
|
|
|
|
|
6,349
|
|
|
Acquisition amortization
|
|
|
746
|
|
|
|
746
|
|
|
|
-
|
|
|
|
31
|
|
|
|
31
|
|
|
|
-
|
|
|
Total operating expenses
|
|
|
29,575
|
|
|
|
1,879
|
|
|
|
27,696
|
|
|
|
28,876
|
|
|
|
1,382
|
|
|
|
27,494
|
|
|
Operating income from continuing operations
|
|
|
4,512
|
|
|
|
2,030
|
|
|
|
6,542
|
|
|
|
1,924
|
|
|
|
1,382
|
|
|
|
3,306
|
|
|
Other income (expense), net
|
|
|
(58
|
)
|
|
|
-
|
|
|
|
(58
|
)
|
|
|
225
|
|
|
|
-
|
|
|
|
225
|
|
|
Interest expense
|
|
|
(252
|
)
|
|
|
77
|
|
|
|
(175
|
)
|
|
|
(63
|
)
|
|
|
-
|
|
|
|
(63
|
)
|
|
Income from continuing operations before provision for income taxes
|
|
|
4,202
|
|
|
|
2,107
|
|
|
|
6,309
|
|
|
|
2,086
|
|
|
|
1,382
|
|
|
|
3,468
|
|
|
Provision for income taxes
|
|
|
(1,470
|
)
|
|
|
(780
|
)
|
|
|
(2,250
|
)
|
|
|
(974
|
)
|
|
|
(459
|
)
|
|
|
(1,433
|
)
|
|
Income from continuing operations
|
|
$
|
2,732
|
|
|
$
|
1,327
|
|
|
$
|
4,059
|
|
|
$
|
1,112
|
|
|
$
|
923
|
|
|
$
|
2,035
|
|
|
Loss from discontinued operations, (net of tax)
|
|
$
|
(4,505
|
)
|
|
|
|
|
|
$
|
(4,505
|
)
|
|
$
|
(2,729
|
)
|
|
|
|
|
|
$
|
(2,729
|
)
|
|
Net loss
|
|
$
|
(1,773
|
)
|
|
|
|
|
|
$
|
(446
|
)
|
|
$
|
(1,617
|
)
|
|
|
|
|
|
$
|
(694
|
)
|
|
Income per diluted share from continuing operations
|
|
$
|
0.18
|
|
|
|
|
|
|
$
|
0.26
|
|
|
$
|
0.07
|
|
|
|
|
|
|
$
|
0.13
|
|
|
Loss per diluted share from discontinuing operations
|
|
$
|
(0.29
|
)
|
|
|
|
|
|
$
|
(0.29
|
)
|
|
$
|
(0.17
|
)
|
|
|
|
|
|
$
|
(0.18
|
)
|
|
Loss per diluted share
|
|
$
|
(0.11
|
)
|
|
|
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.10
|
)
|
|
|
|
|
|
$
|
(0.04
|
)
|
During the nine months ended September 30, 2015, the Company recorded severance and other related charges of $797,000, of which $151,000 is included in cost of sales, $13,000 is included in research and development and $633,000 is included in selling, general and administrative. Also included within selling, general and administrative is equity based compensation charges of $487,000. Lastly, related to the acquisition of Brink, the Company recognized amortization of acquired intangible assets of $746,000 and accreted interest of $77,000. During the nine months ended September 30, 2014, the Company recorded severance and other related charges of $364,000 and equity based compensation charges of $987,000, included in selling, general and administrative. The Company also recognized amortization of acquired intangible assets of $31,000 related to the acquisition of Brink. The aforementioned charges, along with an associated adjustment to the Company’s provision for income taxes have been excluded in the Company’s non-GAAP measures because they are considered non-recurring in nature and/or are quantitatively and qualitatively different from the Company’s core operations during any particular period.
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