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8-K - 8-K - PAR TECHNOLOGY CORPform8-kforyearendeddec3120.htm



________________________________________________________________________________________________________________________________
Exhibit 99.1

 
 
FOR RELEASE:
 
CONTACT:
New Hartford, NY, March 15, 2018
Christopher R. Byrnes (315) 738-0600  ext. 6226
cbyrnes@partech.com,  www.partech.com
 
PAR TECHNOLOGY CORPORATION ANNOUNCES 2017 FOURTH QUARTER & FULL YEAR 2017 RESULTS


New Hartford, NY- March 15, 2018 -- PAR Technology Corporation (NYSE: PAR) today announced its results of continuing operations for its fourth quarter and full year ended December 31, 2017.
 
Summary of Fiscal 2017 Fourth Quarter and Year End Financial Results
 
Fourth Quarter 2017
 
Revenues were reported at $55.5 million in the fourth quarter of fiscal 2017, compared to $60.2 million in the same period in 2016, a 7.8% decrease.
GAAP net loss in the fourth quarter of fiscal 2017 was $(5.3) million, or $(0.33) per share, a decrease from the GAAP net income of $1.9 million, or $0.12 earnings per diluted share reported in the same period in 2016.
Non-GAAP net loss in the fourth quarter of fiscal 2017 was $(59,000), or $0.00 per share, compared to non-GAAP net income of $2.1 million, or $0.13 earnings per diluted share, in the same period in 2016.

Full Year 2017

Revenues were reported at $232.6 million in fiscal 2017, a 1.3% increase from the $229.7 million in revenues reported for fiscal year 2016.
GAAP net loss for fiscal 2017 was $(3.6) million or $(0.23) per share, compared to GAAP net income of $2.5 million, or $0.16 earnings per diluted share, in the same period in 2016.
Non-GAAP net income in fiscal 2017 was $4.2 million, or $0.26 per diluted share, compared to non-GAAP net income of $5.3 million or $0.33 earnings per diluted share, in the same period in 2016.

A reconciliation and description of non-GAAP financial measures to their comparable GAAP financial measures are included in the tables at the end of this press release.
 
PAR Technology Corporation's President & CEO, Dr. Donald H. Foley commented, “PAR is a company in the midst of transition and is investing for the future.  PAR has made and will continue to make investments focusing on Brink, PAR’s leading cloud restaurant platform, on our Customer Success organization to ensure that our users are maximizing our solutions for their operations, and on our internal IT systems infrastructure to enable process improvement and cost-efficient automation of work flows.”

“In the fourth quarter, PAR successfully executed reductions in both our domestic and international businesses with an estimated annual savings of $3.5 million.  The savings will be reinvested as described above.  While our fourth quarter revenue decreased year-over-year, revenues in the quarter increased $6.6 million sequentially over the third quarter 2017.”

Dr. Foley concluded by highlighting two important leading indicators, “PAR’s Government segment returned to revenue growth in the quarter while continuing to increase profitsSecondly, PAR’s Restaurant / Retail segment recorded new Brink POS bookings of 1,467 stores in the fourth quarter as compared with new bookings of 426 stores in the sequential third quarter, as market interest in PAR’s Brink solution accelerated.  As evidence of the success of our Brink strategy to invest in solutions for multi-unit operators, 70% of the fourth quarter bookings were tied to major accounts captured in 2017.”













Conference Call.

There will be a conference call at 4:30 p.m. (Eastern) on March 15, 2018, during which the Company’s management will discuss the financial results for the fourth quarter and year ended December 31, 2017.  To participate in the call, please call 844-419-5412, 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. on March 15, 2018 through March 22, 2018 by dialing 855-859-2056 and using conference ID 3585067.


About PAR Technology Corporation.

PAR Technology Corporation's stock is traded on the New York Stock Exchange under the symbol “PAR”. PAR’s Restaurant / Retail segment has been a leading provider of restaurant and retail technology for more than 35 years. PAR offers management 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 segment is a leader in providing computer-based system design, engineering and technical services to the Department of Defense and various federal agencies. For more information visit http://www.partech.com  or connect with us on  Facebook and Twitter .

Forward-Looking Statements.

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements appear throughout this press release, including express or implied forward-looking statements relating to our expectations regarding anticipated financial performance, customer and product opportunities, and assumptions as to future events. Forward-looking statements are subject to a variety of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those contemplated in these statements. Factors that could cause actual results to differ materially, include: delays in new product development and/or product introduction; changes in customer base and product and service demands, including changes in product or service demands by the two customers from whom a significant portion of our revenue is derived; risks associated with the internal investigation into conduct at our China and Singapore offices, including possible sanctions and fines that may be imposed by the Department of Justice or Securities and Exchange Commission (“SEC”); and the other factors discussed in our most recent Annual Report on Form 10-K and other filings with the SEC. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities law. 



###
























PAR TECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
 
 
(Unaudited)
 
Assets
 
December 31,
2017

December 31,
2016
Current assets:
 
 

 
Cash and cash equivalents
 
$
6,600


$
9,055

Accounts receivable-net
 
30,077


30,705

Inventories-net
 
21,746


26,237

Note receivable
 


3,510

Income taxes receivable
 


261

Deferred income taxes
 


7,767

Other current assets
 
4,209


4,027

Assets of Discontinued operations
 


462

Total current assets
 
62,632


82,024

Property, plant and equipment - net
 
10,755


7,035

Deferred income taxes
 
13,809


9,650

Goodwill
 
11,051


11,051

Intangible assets - net
 
12,070


10,966

Other assets
 
4,307


3,785

Total Assets
 
$
114,624


$
124,511

Liabilities and Shareholders’ Equity
 
 


 

Current liabilities:
 
 


 

Current portion of long-term debt
 
$
195


$
187

Borrowings on line of credit
 
950



Accounts payable
 
14,332


16,687

Accrued salaries and benefits
 
6,275


5,470

Accrued expenses
 
3,926


4,682

Customer deposits and deferred service revenue
 
12,909


19,814

Total current liabilities
 
38,587


46,840

Long-term debt
 
185


379

Other long-term liabilities
 
6,866


7,712

Total liabilities
 
45,638


54,931

 
 
 
 
 
Shareholders’ Equity:
 
 


 

Preferred stock, $.02 par value, 1,000,000 shares authorized
 



Common stock, $.02 par value, 29,000,000 shares authorized; 17,677,161 and 17,479,454 shares issued; 15,969,052 and 15,771,345 outstanding at December 31, 2017 and December 31, 2016, respectively
 
354


350

Capital in excess of par value
 
48,349


46,203

Retained earnings
 
29,549


32,357

Accumulated other comprehensive loss
 
(3,430
)

(3,494
)
Treasury stock, at cost, 1,708,109 shares
 
(5,836
)

(5,836
)
Total shareholders’ equity
 
$
68,986


69,580

Total Liabilities and Shareholders’ Equity
 
$
114,624


$
124,511








PAR TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)

 
 
For the three months ended December 31,
 
For the year ended December 31,
 
 
2017

2016
 
2017
 
2016
Net revenues:
 
 
 
 
 
 
 
 
Product
 
$
24,532


$
30,986

 
$
115,126


$
100,271

Service
 
13,773


12,942

 
56,467


49,070

Contract
 
17,236


16,270

 
61,012


80,312

 
 
55,541


60,198

 
232,605


229,653

Costs of sales:
 



 



Product
 
18,028


22,964

 
85,850


73,976

Service
 
9,873


9,860

 
39,626


35,647

Contract
 
15,035


14,828

 
54,299


73,830

 
 
42,936


47,652

 
179,775


183,453

Gross margin
 
12,605


12,546

 
52,830


46,200

Operating expenses:
 



 



Selling, general and administrative
 
10,590


8,168

 
38,171


31,440

Research and development
 
4,293


3,160

 
13,814


11,581

Acquisition amortization
 
242


242

 
966


966

 
 
15,125


11,570

 
52,951


43,987

Operating (loss) income from continuing operations
 
(2,520
)

976

 
(121
)

2,213

Other income, net
 
893


1,634

 
629


1,316

Interest (expense) income
 
(37
)

101

 
(121
)

121

(Loss) income from continuing operations before provision for income taxes
 
(1,664
)

2,711

 
387


3,650

Provision for income taxes*
 
(3,670
)

(841
)
 
(3,997
)

(1,147
)
(Loss) / income from continuing operations
 
(5,334
)

1,870

 
(3,610
)

2,503

Discontinued operations
 



 



Income / (loss) on discontinued operations (net of tax)
 
41


(694
)
 
224


(720
)
Net (loss) income
 
$
(5,293
)

$
1,176

 
$
(3,386
)

$
1,783

Basic Earnings per Share:
 



 



(Loss) / income from continuing operations
 
(0.33
)

0.12

 
(0.23
)

0.16

Income / (loss) from discontinued operations
 


(0.05
)
 
0.01


(0.05
)
Net (loss) income
 
$
(0.33
)

$
0.07

 
$
(0.22
)

$
0.11

Diluted Earnings per Share:
 



 



(Loss) / income from continuing operations
 
(0.33
)

0.12

 
(0.23
)

0.16

Income / (loss) from discontinued operations
 


(0.05
)
 
0.01


(0.05
)
Net (loss) income
 
$
(0.33
)

$
0.07

 
$
(0.22
)

$
0.11

Weighted average shares outstanding
 



 



Basic
 
16,056


15,777

 
15,949


15,675

Diluted
 
16,056


15,849

 
15,949


15,738

 
 
 
 
 
 
 
 
 


*The 2017 GAAP fourth quarter and full year results include a one-time write down of $4,490,000 of the Company's deferred tax asset due to rate changes included in the Tax Cuts and Jobs Act of 2017.








PAR TECHNOLOGY CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL RESULTS
(in thousands, except per share data)
(Unaudited)
 
 
 
For the three months ended December 31, 2017

For the three months ended December 31, 2016
 
 
Reported basis (GAAP)
 
Adjustments

Comparable basis (Non-GAAP)

Reported basis (GAAP)

Adjustments

Comparable basis (Non-GAAP)
Net revenues
 
$
55,541

 
$


$
55,541


$
60,198


$


60,198

Costs of sales
 
42,936

 
165


42,771


47,652


517


47,135

Gross Margin
 
12,605

 
165


12,770


12,546


517


13,063

Operating Expenses
 
 

 
 


 


 


 


 

Selling, general and administrative
 
10,590

 
1,513


9,077


8,168


1,508


6,660

Research and development
 
4,293

 
113


4,180


3,160




3,160

Acquisition amortization
 
242

 
242




242


242



Total operating expenses
 
15,125

 
1,868


13,257


11,570


1,750


9,820

Operating (loss) / income from continuing operations
 
(2,520
)
 
2,033


(487
)

976


2,267


3,243

Other income (expense), net
 
893

 
(1,000
)

(107
)

1,634


(1,871
)

(237
)
Interest (expense) income, net
 
(37
)
 


(37
)

101




101

(Loss) / income from continuing operations before provision for income taxes
 
(1,664
)
 
1,033


(631
)

2,711


396


3,107

(Provision for) / benefit from income taxes
 
(3,670
)
 
4,242


572


(841
)

(147
)

(988
)
(Loss) / income from continuing operations
 
$
(5,334
)
 
$
5,275


$
(59
)

$
1,870


$
249


$
2,119

Income / (loss) from discontinued operations, (net of tax)
 
$
41

 
 


$
41


$
(694
)

 


$
(694
)
Net (loss) income
 
$
(5,293
)
 
 


$
(18
)

$
1,176


 


$
1,425

(Loss) / income per diluted share from continuing operations
 
$
(0.33
)
 
 


$


$
0.12


 


$
0.13

Income / (loss) per diluted share from discontinuing operations
 
$

 
 


$


$
(0.05
)

 


$
(0.04
)
(Loss) / income per diluted share
 
$
(0.33
)
 
 


$


$
0.07


 


$
0.09

 
The Company reports its financial results in accordance with GAAP.  However, non-GAAP adjusted financial measures, as defined in the reconciliation table above, are provided because management uses these non-GAAP measures in evaluating the results of the continuing operations of the Company and believes this information provides investors supplemental insight into underlying business trends and operating results. These non-GAAP measures are not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP. In addition, these non-GAAP measures should be read in conjunction with the Company’s financial statements prepared in accordance with GAAP.

The Company's results of operations are impacted by certain non-recurring charges, including severance charges from restructuring business operations, equity based compensation, acquisition related expenditures, and other non-recurring charges that may not be indicative of the Company’s financial performance. Management believes that adjusting its operating expenses, operating income, net earnings and diluted earnings per share to remove non-recurring charges provides a useful perspective with respect to our operating results and provides supplemental information to both management and investors by removing items that are difficult to predict and are often unanticipated.  PAR believes the adjustments provide a useful comparison on a year-over-year basis.





During the fourth quarter of 2017, the Company recorded $652,000 of expenses related to the Company’s previously disclosed internal investigation of conduct at its China and Singapore offices. Additionally, $349,000 of equity based compensation charges were recorded during the fourth quarter of 2017. One-time severance costs of $512,000, $165,000, and $113,000 are included in selling, general and administrative, costs of sales and research & development expense, respectively. The Company recognized amortization of acquired intangible assets of $242,000 related to the Company’s 2014 acquisition of Brink Software, Inc.  Offsetting these charges, the Company recorded a $1,000,000 decrease to a contingent consideration liability related to the Brink Software acquisition. Lastly, the Company incurred a one-time decrease to the carrying value of its deferred tax assets of $4,490,000 as a result of the future tax rate changes resulting from the Tax Cuts and Jobs Act. This decrease is reflected in the provision for/benefit from income tax line above netted down by a 24% or $248,000 tax impact from the non-GAAP adjustments as compared to a 37% or $147,000 increase to tax expense in 2016.

During the fourth quarter of 2016, the Company recorded $1,323,000 of expenses related to the Company’s internal investigation of conduct at its China/Singapore offices offset by a $10,000 decrease to the amount recognized for the internal investigation related to the Company’s former chief financial officer’s unauthorized transfers of Company funds. In addition, $123,000 of expenses related to the implementation of the Company's new ERP system, and $72,000 of equity based compensation charges were recorded during the fourth quarter of 2016. Included within costs of sales was $517,000 of accelerated amortization related to the Company’s discontinued development of a software module. The Company recognized amortization of acquired intangible assets of $242,000 related to the Company’s acquisition of Brink Software. Offsetting these charges, the Company recorded an insurance recovery of $771,000, relating to the Company’s former chief financial officer’s unauthorized transfers of Company funds, and a $1,100,000 decrease to a contingent consideration liability related to the Brink Software acquisition.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL RESULTS
(in thousands, except per share data)
(Unaudited)
 
 
 
For the year ended December 31, 2017

For the year ended December 31, 2016
 
 
Reported basis (GAAP)

Adjustments

Comparable basis (Non-GAAP)

Reported basis (GAAP)

Adjustments

Comparable basis (Non-GAAP)
Net revenues
 
$
232,605


$


$
232,605


$
229,653


$


$
229,653

Costs of sales
 
179,775


165


179,610


183,453


517


182,936

Gross Margin
 
52,830


165


52,995


46,200


517


46,717

Operating Expenses
 
 


 


 


 


 


 

Selling, general and administrative
 
38,171


4,107


34,064


31,440


4,678


26,762

Research and development
 
13,814


113


13,701


11,581




11,581

Acquisition amortization
 
966


966




966


966



Total operating expenses
 
52,951


5,186


47,765


43,987


5,644


38,343

Operating (loss) / income from continuing operations
 
(121
)

5,351


5,230


2,213


6,161


8,374

Other income (expense), net
 
629


(1,000
)

(371
)

1,316


(1,871
)

(555
)
Interest (expense) income, net
 
(121
)



(121
)

121


78


199

Income from continuing operations before provision for income taxes
 
387


4,351


4,738


3,650


4,368


8,018

(Provision for) / benefit from income taxes
 
(3,997
)

3,446


(551
)

(1,147
)

(1,616
)

(2,763
)
(Loss) / income from continuing operations
 
$
(3,610
)

$
7,797


$
4,187


$
2,503


$
2,752


$
5,255

Income / (loss) from discontinued operations, (net of tax)
 
$
224


 


$
224


$
(720
)

 


$
(720
)
Net (loss) income
 
$
(3,386
)

 


$
4,411


$
1,783


 


$
4,535

(Loss) / income per diluted share from continuing operations
 
$
(0.23
)

 


$
0.26


$
0.16


 


$
0.33

Income / (loss) per diluted share from discontinuing operations
 
$
0.01


 


$
0.01


$
(0.05
)

 


$
(0.04
)
(Loss) / income per diluted share
 
$
(0.22
)

 


$
0.27


$
0.11


 


$
0.29

 





During the year ended December 31, 2017, the Company recorded professional services charges of $2,924,000 related to the Company’s internal investigation of conduct at its China and Singapore offices.  Additionally, the Company recorded charges of $650,000 related to equity based compensation charges included in selling, general and administrative. One-time severance costs of $512,000, $165,000, and $113,000 are included in selling, general and administrative, costs of sales and research & development expense, respectively. The Company recognized amortization of acquired intangible assets of $966,000 related to the acquisition of Brink Software.  Offsetting these charges, the Company recorded a $1,000,000 decrease to a contingent consideration liability related to the 2014 acquisition of Brink Software. Lastly, the Company incurred a one-time decrease to the carrying value of its deferred tax assets of $4,490,000 as a result of the future tax rate changes resulting from the Tax Cuts and Jobs Act of 2017. This decrease is reflected in the provision for/benefit from income tax line above netted down by a 24% or $1,044,000 tax impact from the non-GAAP adjustments as compared to a 37% or $1,616,000 increase to tax expense in 2016.
 
During the year ended December 31, 2016, the Company recorded professional services charges of $2,789,000, of which $1,466,000 were for investigation costs related to the Company’s former chief financial officer’s unauthorized transfers of Company funds, and $1,323,000 related to the Company’s internal investigation of conduct at its China and Singapore offices.  Additionally, the Company recorded charges of $789,000, as a write-off, related to the Company’s previous human capital management system, $631,000 related to the implementation of the new ERP system and $469,000 related to equity based compensation charges, included in selling, general and administrative.  Additionally, during fiscal 2016, the Company recorded $517,000 of accelerated amortization into to cost of service, which is related to the Company’s discontinued development of a software module. Lastly, the Company recognized amortization of acquired intangible assets of $966,000 related to the acquisition of Brink Software, and accreted interest of $78,000.  Offsetting these charges, the Company recorded an insurance recovery of $771,000 relating to the unauthorized transfers of Company funds by its former chief financial officer, and a $1,100,000 decrease to a contingent consideration liability related to the 2014 acquisition of Brink Software.