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PAR TECHNOLOGY CORP - 10-Q - : Management's Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statement
(Edgar Glimpses Via Acquire Media NewsEdge) This document contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934. Any statements in this document that do not
describe historical facts are forward-looking statements. Forward-looking
statements in this document (including forward-looking statements regarding the
continued health of the Hospitality industry, future information technology
outsourcing opportunities, changes in contract funding by the U.S. Government,
the impact of current world events on our results of operations, the effects of
inflation on our margins, and the effects of interest rate and foreign currency
fluctuations on our results of operations) are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. When we use
words such as "intend," "anticipate," "believe," "estimate," "plan," "will," or
"expect", we are making forward-looking statements. We believe that the
assumptions and expectations reflected in such forward-looking statements are
reasonable based on information available to us on the date hereof, but we
cannot assure you that these assumptions and expectations will prove to have
been correct or that we will take any action that we presently may be planning.
We have disclosed certain important factors that could cause our actual future
results to differ materially from our current expectations, including a decline
in the volume of purchases made by one or a group of our major customers; risks
in technology development and commercialization; risks of downturns in economic
conditions generally, and in the quick-service sector of the hospitality market
specifically; risks associated with government contracts; risks associated with
competition and competitive pricing pressures; and risks related to foreign
operations. Forward-looking statements made in connection with this report are
necessarily qualified by these factors. We are not undertaking to update or
revise publicly any forward-looking statements if we obtain new information or
upon the occurrence of future events or otherwise.
Overview
PAR's technology solutions for the Hospitality segment feature software,
hardware and support services tailored for the needs of restaurants, luxury
hotels, resorts and spas, casinos, cruise lines, movie theatres, theme parks and
retailers. The Company's Government segment provides technical expertise in the
contract development of advanced systems and software solutions for the U.S.
Department of Defense and other federal agencies, as well as information
technology and communications support services to the U.S. Department of
Defense.
The Company's products sold in the Hospitality segment are utilized in a range
of applications by thousands of customers. The Company faces competition across
all of its markets within the Hospitality segment, competing on the basis of
product design, features and functionality, quality and reliability, price,
customer service, and delivery capability. PAR's global infrastructure and
reach as a technology solutions provider to hospitality customers is an
important competitive advantage, as it allows the Company to provide innovative
systems, with significant global deployment capability, to its multinational
customers. PAR's continuing strategy is to provide complete integrated
technology solutions and services with excellent customer service in the markets
in which it participates. The Company conducts its research and development
efforts to create innovative technology offerings that meet and exceed customer
requirements and also have a high probability for broader market appeal and
success.
The Company is focused on expanding four distinct parts of its Hospitality
businesses. First, it is investing in the market introduction and deployment of
ATRIO, its next generation, cloud-based property management software for the
Hotel/Resort/Spa market. Second, we are investing in the enhancement of
existing software and the development of the Company's SureCheck™ product for
food safety and task management applications. Third, the Company continues to
work on building more robust and extensive third-party distribution channels.
Fourth, as the Company's customers continue to expand in international markets,
PAR has created an international infrastructure focused on that expansion.
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The QSR market, our primary market, continues to perform well for the majority
of large, international companies, despite worldwide macroeconomic uncertainty.
However, the Company has seen an impact of current economic conditions on
smaller, regional QSR organizations, whose business is slowing because of higher
unemployment and lack of consumer confidence in certain regions. The Company is
continuing to reassess the alignment of its product and service offerings to
support improved operational efficiency and profitability going forward. These
conditions could have a material adverse impact on the Company's significant
estimates, specifically the fair value of its assets related to its legacy
products.
Approximately 39% of the Company's revenues are generated by its Government
business. The Company's focus is to expand two separate aspects of its
Government business: services and solutions. Through outstanding performance of
existing service contracts and investing in enhancing its business development
staff and processes, the Company is able to consistently win the renewal of
expiring contracts, extend existing contracts, and win new efforts. With its
intellectual property and investment in new technologies, the Company provides
solutions to the U.S. Department of Defense and other federal/state agencies
with systems integration, products and highly-specialized services. The general
uncertainty in U.S. defense total workforce policies (military, civilian and
contract), procurement cycles and spending levels for the next several years may
impact the performance of this business segment.
Results of Operations -
Three Months Ended September 30, 2012 Compared to Three Months Ended September
30, 2011
During the first quarter of fiscal year 2012, the Company sold substantially all
of the assets of its Logistics Management business, PAR Logistics Management
Systems Corporation (LMS) to ORBCOMM Inc., including but not limited to accounts
receivable, inventory, equipment, intellectual property, and customer contracts.
The transaction closed on January 12, 2012. The results of operations of LMS
for fiscal years 2012 and 2011 have been recorded as discontinued operations in
accordance with Accounting Standards Codification (ASC) 205-20, Presentation of
Financial Statements - Discontinued Operations. All prior period amounts have
been reclassified to conform to the current period presentation. Refer to Note
2 "Discontinued Operations" in the Notes to the Consolidated Financial
Statements for further discussion.
The Company reported revenues of $61.1 million for the quarter ended September
30, 2012, an increase of 4% from the $58.7 million reported for the quarter
ended September 30, 2011. The Company's net income from continuing operations
was $1.3 million or $0.09 per diluted share for the third quarter of 2012 versus
$1.6 million or $0.11 per diluted share for the same period in 2011. During the
quarter, the Company reported a net income from discontinued operations of
$50,000 versus a net loss from discontinued operations of $394,000 or $0.03 loss
per diluted share for the same period in 2011.
Product revenues were $22.3 million for the quarter ended September 30, 2012, a
decrease of 8.5% from the $24.4 million recorded in 2011. This decrease was the
result of a decline in domestic sales to McDonald's as their significant
technology upgrade program was completed in fiscal year 2011. Partially
offsetting this decrease was an increase in sales to YUM! Brands and Subway,
commensurate with new store rollouts, as well as hardware in support of the
Company's SureCheck solution. Further offsetting this decline was an increase
in international product revenue, which increased 8% versus the third quarter of
2011 as a result of increases in Central America, China and the Middle East.
Service revenue primarily includes installation, software maintenance, training,
twenty-four hour help desk support and various depot and on-site service
options. Service revenues were $16.7 million for the quarter ended September
30, 2012, a decrease of 9.7% from the $18.5 million reported for the same period
in 2011. This decrease was associated with a decline in installation revenue
commensurate with the related decline of product revenue in the Company's
Hospitality businesses as well as a decline in call center revenue resulting
from a modification to existing service contracts. These decreases were
partially offset by an increase in software maintenance and professional
services revenue associated with the deployment of the Company's SureCheck
product.
Contract revenues were $22.0 million for the quarter ended September 30, 2012,
compared to $15.8 million reported for the same period in 2011. This increase
is mostly attributable to the Company's new Intelligence, Surveillance, and
Reconnaissance (ISR) systems integration contract with the U.S. Army.
Product margins for the quarter ended September 30, 2012 were 34.3 %, a decrease
from 35.5% for the same period in 2011. This decrease was driven by an
unfavorable product mix resulting from a decrease in the amount of terminals
sold relative to lower margin peripheral devices.
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Service margins were 29.6% for the quarter ended September 30, 2012, an increase
from the 28.8% recorded for the same period in 2011 as a result of favorable
margin earned on the Company's depot repair business.
Contract margins were 6.4% for the quarter ended September 30, 2012, compared to
6.9% for the same period in 2011. This decrease was due to a less favorable
contract mix as a result of the beginning of certain fixed price contracts. The
most significant components of contract costs in 2012 and 2011 were labor and
fringe benefits. For the third quarter of 2012, labor and fringe benefits were
$9.6million or 46.4% of contract costs compared to $11.2 million or 76% of
contract costs for the same period in 2011. This decrease is mostly
attributable to the amount of subcontract pass through revenue associated with
the Company's new ISR systems integration contract with the U.S. Army.
Selling, general and administrative expenses for the quarter ended September 30,
2012 were $9.4 million, an increase from the $8.7 million recorded for the same
period in 2011 attributable to an increase in costs associated primarily with
international sales and marketing initiatives executed within the Company's
Hospitality businesses.
Research and development expenses were $3.3 million for the quarter ended
September 30, 2012, relatively flat with the $3.4 million recorded for the same
period in 2011. This slight decrease was associated with a reduction in the
expense incurred in support of developers utilized towards the Company's
hospitality software products combined with an increased in software development
costs capitalized following the Company's establishment of technological
feasibility in accordance with the related accounting guidance.
Amortization of identifiable intangible assets was $138,000 for the quarter
ended September 30, 2012, compared to $257,000 for the same period in 2011.
This decrease was due to certain intangible assets that were fully amortized in
2011.
Other income, net was $233,000 for the quarter ended September 30, 2012 compared
to income of $23,000 for the same period in 2011. Other income primarily
includes losses on the Company's investments, rental income, finance charges and
foreign currency gains and losses. This increase was partially associated with
foreign currency gains recognized during the quarter.
Interest expense primarily represents interest charged on the Company's
short-term borrowing requirements from banks and from long-term debt. Interest
expense was $22,000 for the quarter ended September 30, 2012 as compared to
$48,000 for the same period in 2011. This reduction is associated with a lower
outstanding borrowing in 2012 as compared to the same period in 2011, combined
with a favorable fair value adjustment on the Company's interest rate swap.
For the quarter ended September 30, 2012, the Company's expected effective
income tax rate was 4.5 %, compared to a benefit of 40.8% for the same period in
2011. The variance from the federal statutory rate in 2012 was due to an
adjustment of the Company's tax accrual during the period, commensurate with the
filing of its 2011 income tax return. The variance from the federal statutory
rate in 2011 was primarily due to state income taxes and various non-deductible
expenses.
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Results of Operations -
Nine Months Ended September 30, 2012 Compared to Nine Months Ended September 30,
2011
During the first quarter of fiscal year 2012, the Company sold substantially all
of the assets of its Logistics Management business, PAR Logistics Management
Systems Corporation (LMS) to ORBCOMM Inc., including but not limited to accounts
receivable, inventory, equipment, intellectual property, and customer contracts.
The transaction closed on January 12, 2012. The results of operations of LMS
for fiscal years 2012 and 2011 have been recorded as discontinued operations in
accordance with Accounting Standards Codification (ASC) 205-20, Presentation of
Financial Statements - Discontinued Operations. All prior period amounts have
been reclassified to conform to the current period presentation. Refer to Note
2 "Discontinued Operations" in the Notes to the Consolidated Financial
Statements for further discussion.
The Company reported revenues of $178.7 million for the nine months ended
September 30, 2012, an increase of 5.6% from the $169.3 million reported for the
same period in 2011. The Company's net income from continuing operations was
$1.8 million or $0.12 per diluted share for 2012 versus a net loss from
continuing operations of $15.2 million or $1.01 loss per diluted share for the
same period in 2011. During the nine months, the Company reported income from
discontinued operations of $1.5 million or $0.10 per diluted share versus a loss
of $1.1 million or $0.07 loss per diluted share for the same period in 2011.
Results of the nine months ended September 30, 2012 include a gain on the sale
of LMS of $2.6 million, recorded as a component of income from discontinued
operations for the period.
The results of 2011 include pre-tax non-recurring charges of $29.4 million. Of
this amount, $20.8 million was a non-cash charge related to the impairment of
the Company's goodwill and intangible assets. The remaining $8.6 million in
charges was related to the write-down of certain inventory associated with
discontinued products, as well as severance and office closure costs.
Product revenues were $62.7 million for the nine months ended September 30,
2012, a decrease of 9% from the $68.9 million recorded in 2011. This decrease
was the result of a decline in domestic sales to McDonald's as their significant
technology upgrade program was completed in fiscal year 2011. Partially
offsetting this decrease was an increase in sales of the Company's SureCheck™
product to a significant launch customer during the year, as well increases in
product sales to YUM! Brands and Subway, commensurate with new store rollouts
and upgrades. In addition, international product sales grew 9.6% primarily to
Yum! Brands in Europe as well as an increase in sales to restaurants in
Australia Central America, China and, the Middle East.
Service revenue primarily includes installation, software maintenance, training,
twenty-four hour help desk support and various depot and on-site service
options. Service revenues were $48.1 million for the nine months ended
September 30, 2012, a decrease of 6.7% from the $51.6 million reported for the
same period in 2011. This decrease was associated with a decline in
installation revenue commensurate with the related decline of product revenue in
the Company's Hospitality businesses as well as a decline in call center revenue
resulting from a modification to existing service contracts. These decreases
were partially offset by an increase in software maintenance and professional
services revenue associated with the deployment of the Company's SureCheck
product.
Contract revenues were $68.0 million for the nine months ended September 30,
2012, compared to $48.8 million reported for the same period in 2011. This
increase is mostly attributable to the Company's new Intelligence, Surveillance,
and Reconnaissance (ISR) systems integration contract with the U.S. Army.
16--------------------------------------------------------------------------------
Product margins for the nine months ended September 30, 2012 were 36.6%, a
decrease from the 37.7% recorded for the same period in 2011. This decrease was
the result of an unfavorable mix in product sales resulting from a decrease in
the amount of terminals sold relative to lower margin peripheral devices,
partially offset by an increase in software revenue driven by the Company's
launch of its EverServ software.
Service margins were 29.7% for the nine months ended September 30, 2012, an
increase from the 14.4% for the same period in 2011. Results for the nine
months ended September 30, 2011 included a charge of $7.7 million recorded
towards the write down of service parts inventory related to discontinued
products during 2011. Exclusive of the aforementioned charges, service margins
were relatively flat at 29.4%.
Contract margins were 5.6% for the nine months ended September 30, 2012,
compared to 6.2% for the same period in 2011. This decrease was due to a less
favorable contract mix as a result of the beginning of certain fixed price
contracts. The most significant components of contract costs in 2012 and 2011
were labor and fringe benefits. For the nine months ended September 30, 2012,
labor and fringe benefits were $30.1 million or 47% of contract costs compared
to $36.7 million or 79% of contract costs for the same period in 2011. This
decrease is mostly attributable to the amount of subcontract pass through
revenue associated with the Company's new ISR systems integration contract with
the U.S. Army.
Selling, general and administrative expenses for the nine months ended September
30, 2012 were $28.8 million, an increase from the $27.7 million recorded for the
same period in 2011. This increase was due to an increase in commission expense
associated with the increase in software sales in the first quarter, as well as
an increase in sales and marketing effort associated with the Company's
Hospitality products.
During the nine months ended September 30, 2011, the Company recorded a non-cash
impairment charge of $20.2 million to its goodwill, which was the result of the
reduction in PAR's stock price through the second quarter of 2011. As a result
of this reduction, the Company determined an impairment of goodwill had occurred
and in accordance with the relevant accounting rules, recorded the
aforementioned charge. In addition to the aforementioned goodwill impairment
charge, as part of this analysis, the Company recorded an impairment charge of
$580,000 associated with its indefinite lived intangible assets.
Research and development expenses were $9.9 million for the nine months ended
September 30, 2012, a decrease from the $10.4 million for the same period in
2011. This decrease was associated with a reduction in the expense incurred in
support of developers utilized towards the Company's hospitality software
products, combined with an increased in software development costs capitalized
following the Company's establishment of technological feasibility in accordance
with the related accounting guidance.
Amortization of identifiable intangible assets was $441,000 for the nine months
ended September 30, 2012, compared to $667,000 for the same period in 2011.
This decrease was due to certain intangible assets that were fully amortized in
2011.
Other income, net was $440,000 for the nine months ended September 30, 2012
compared to other expense of $106,000 for the same period in 2011. Other income
primarily includes unrealized gains on the Company's investments, rental income,
finance charges and foreign currency gains and losses. The increase in 2012 was
due to foreign currency gains and finance charges associated with the Company's
Hospitality businesses.
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Interest expense primarily represents interest charged on the Company's
short-term borrowing requirements from banks and from long-term debt. Interest
expense was $64,000 for the nine months ended September 30, 2012, as compared to
$163,000 for the same period in 2011. This reduction is associated with a lower
outstanding borrowing in 2012 as compared to the same period in 2011.
For the nine months ended September 30, 2012, the Company's expected effective
income tax rate was 17.3%, compared to a benefit of 35.4% for the same period in
2011. The variance from the federal statutory rate in 2012 was due to an
adjustment of the Company's tax accrual during the period, commensurate with the
filing of its 2011 income tax return. The variance from the federal statutory
rate in 2011 was primarily due to state income taxes and various non-deductible
expenses.
Liquidity and Capital Resources
The Company's primary sources of liquidity have been cash flow from operations
and its bank line of credit. Cash provided by operating activities of
continuing operations was $13.7 million for the nine months ended September 30,
2012 compared to $4.3 million for the same period in 2011. In 2012, cash was
generated by the Company's net income plus the add back of non-cash charges,
offset by reductions to changes in operating assets and liabilities. The most
significant changes to the Company's operating assets and liabilities were the
decrease in accounts receivable primarily due to the timing of collections
associated with the Company's ISR contract with the U.S. Government, as well as
an increase in deferred service revenue due to the timing of billing of customer
service contracts. These were partially offset by an increase in inventory due
planned shipments that were delayed until the fourth quarter. In 2011, cash
was generated by the Company's net loss plus the add back of non-cash charges,
offset by reductions to changes in operating assets and liabilities. The most
significant changes to the Company's operating assets and liabilities were
associated with a decrease in accounts payable based on the timing of vendor
payments, partially offset by an increase in deferred service revenue associated
with the timing of contract billings.
Cash provided by investing activities from continuing operations was $717,000
for the nine months ended September 30, 2012 versus cash used in investing
activities of $7.8 million for the same period in 2011. In 2012, the Company
received cash proceeds of $4 million related to the sale of its Logistics
Management business, and generated $1.9 million from the maturity of its
investments. In addition, $956,000 of the proceeds generated from the Company's
sale of its investment remains in escrow commensurate with the terms of the
Company's agreement relative to the January 2012 sale of its Logistics
Management business. Capital expenditures were $1.7 million and were primarily
for tooling associated with the Company's new hardware products, as well as for
purchases of office and computer equipment. Capitalized software was $2.5
million and was associated with the Company's next generation Hospitality
software platforms. In 2011, capital expenditures were $651,000 and were
primarily for office and computer equipment. Capitalized software was $7.0
million and was associated with the Company's next generation Hospitality
software platforms.
Cash used in financing activities from continuing operations was $1.4 million
for the nine months ended September 30, 2012 versus cash provided of $406,000
in 2011. In 2012, the Company decreased its long-term debt by $1.5 million and
benefited $25,000 from the exercise of employee stock options. In 2011, the
Company increased its short-term borrowings by $1.5 million in support of its
operating cash needs, and decreased its long-term debt by $1.2 million. The
Company also benefited $132,000 from the exercise of employee stock options.
The Company maintains a credit facility which provides it with borrowing
availability up to $20 million (with the option to increase to $30 million) in
the form of a line of credit. This agreement allows the Company, at its option,
to borrow funds at the LIBOR rate plus the applicable interest rate spread
(1.38% at September 30, 2012) or at the bank's prime lending rate (3.25 % at
September 30, 2012). This agreement expires in June 2014. At September 30,
2012, the Company did not have any outstanding balance on this line of credit,
nor did it borrow against this line at anytime during the nine months. This
agreement contains certain loan covenants including leverage and fixed charge
coverage ratios. In July 2011, this agreement was amended to exclude specific
non-recurring charges recorded by the Company in the second quarter of 2011 from
all debt covenant calculations in 2011 and through September 30, 2012. The
Company is in compliance with these amended covenants at September 30, 2012.
This credit facility is secured by certain assets of the Company.
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--------------------------------------------------------------------------------The Company has a $1.3 million mortgage, collateralized by certain real estate.
This mortgage matures on November 1, 2019. In May 2012, the Company amended
its mortgage to reduce the fixed interest rate to 4.05% through October 1, 2014.
Beginning on October 1, 2014 and through the maturity date of the loan, the
fixed rate will be converted to a new rate equal to the then-current five year
fixed advanced rate charged by the New York Federal Home Loan bank, plus 225
basis points. The annual mortgage payment including interest through October 1,
2014 totals $207,000.
During fiscal year 2012, the Company anticipates that its capital requirements
will not exceed approximately $3 million. The Company does not usually enter
into long term contracts with its major Hospitality segment customers. The
Company commits to purchasing inventory from its suppliers based on a
combination of internal forecasts and actual orders from customers. This
process, along with good relations with suppliers, minimizes the working capital
investment required by the Company. Although the Company lists two major
customers, McDonald's and Yum! Brands, it sells to hundreds of individual
franchisees of these corporations, each of which is individually responsible for
its own debts. These broadly made sales substantially reduce the impact on the
Company's liquidity if one individual franchisee reduces the volume of its
purchases from the Company in a given year. The Company, based on internal
forecasts, believes its existing cash, line of credit facilities and its
anticipated operating cash flow will be sufficient to meet its cash requirements
through the next twelve months. However, the Company may be required, or could
elect, to seek additional funding prior to that time. The Company's future
capital requirements will depend on many factors including its rate of revenue
growth, the timing and extent of spending to support product development
efforts, potential growth through strategic acquisition, expansion of sales and
marketing, the timing of introductions of new products and enhancements to
existing products, and market acceptance of its products. The Company cannot
assure additional equity or debt financing will be available on acceptable terms
or at all. The Company's sources of liquidity beyond twelve months, in
management's opinion, will be its cash balances on hand at that time, funds
provided by operations, funds available through its lines of credit and the
long-term credit facilities that it can arrange.
Recently Issued Accounting Pronouncements Not Yet Adopted
On July 27, 2012, the FASB issued Accounting Standards Update 2012-02,
Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived
Intangible Assets for Impairment ("ASU 2012-02"). ASU 2012-02 is intended to
reduce the cost and complexity of the annual indefinite-lived intangible assets
impairment testing by providing entities an option to perform a "qualitative"
assessment to determine whether further impairment testing is necessary. As
such, there is the possibility that quantitative assessments would not need to
be performed if it is more likely than not that no impairment exists. The
Company is required to adopt the provisions of ASU 2012-02, which is effective
for annual and interim impairment tests performed for fiscal years beginning
after September 15, 2012. Early adoption is permitted. The adoption of ASU
2012-02 is not expected to have a significant impact on the Company's financial
position or results of operations.
Recently Adopted Accounting Pronouncements
In September 2011, FASB issued ASU No. 2011-08, Intangibles-Goodwill and Other:
Testing Goodwill for Impairment, which amends FASB Topic ASC 350, Intangible
Assets-Goodwill and Other. Under ASU No. 2011-08, an entity may elect the option
to assess qualitative factors to determine whether it is necessary to perform
the first step in the two-step impairment testing process. ASU No. 2011-08 was
effective on January 1, 2012. The adoption of ASU No. 2011-08 did not have a
material impact on the Company's consolidated financial statements.
In May 2011, FASB issued ASU No. 2011-04, Amendment to Achieve Common Fair Value
Measurement and Disclosure Requirements, in U.S. GAAP and International
Financial Reporting Standards (IFRS), which amends FASB Topic ASC 820, Fair
value measurement. ASU No. 2011-04 modifies the existing standard to include
disclosure of all transfers between Level 1 and Level 2 asset and liability fair
value categories. In addition, ASU No. 2011-04 provides guidance on measuring
the fair value of financial instruments managed within a portfolio and the
application of premiums and discounts on fair value measurements. ASU No.
2011-04 requires additional disclosure for Level 3 measurements regarding the
sensitivity of fair value to changes in unobservable inputs and any
interrelationships between those inputs. ASU No. 2011-04 was effective on
January 1, 2012. The adoption of ASU No. 2011-04 did not have a material impact
on the Company's consolidated financial statements.
Critical Accounting Policies
In our Annual Report on Form 10-K for the year ended December 31, 2011, we
disclose accounting policies, referred to as critical accounting policies, that
require management to use significant judgment or that require significant
estimates. Management regularly reviews the selection and application of our
critical accounting policies. There have been no updates to the critical
accounting policies contained in our Annual Report on Form 10-K for the year
ended December 31, 2011.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
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