Discontinued Operations

3 Months Ended

Mar. 31, 2012

Discontinued Operations [Abstract]

Discontinued Operations

Note 2 — Discontinued Operations

On January 12, 2012, PAR Technology Corporation completed its previously announced sale of substantially all of the assets of the PAR Logistics Management Systems Corporation (LMS) to ORBCOMM Inc. (“ORBCOMM”).

The consideration payable by ORBCOMM at the closing with respect to substantially all the assets of LMS aggregates $6,123,000 comprised of $4,000,000 in cash and $2,123,000 in shares of common stock of ORBCOMM Inc. (the Closing Consideration).  Of the equity consideration, $1,274,000 (based on the fair value as of the date of closing) is held in escrow to settle future claims, with release dates of August 2012 and April 2013.  The Company has recorded the fair value of the ORBCOMM shares held in escrow as an escrow receivable within its Consolidated Balance Sheet as of March 31, 2012.  See Note 8 – Investments, for additional information on the Company’s fair value disclosures relative to its common stock shares of ORBCOMM Inc.

In addition to the Closing Consideration, contingent consideration of up to $3,950,000 is payable by ORBCOMM to PAR post-closing in cash, ORBCOMM common stock or a combination of cash and ORBCOMM common stock, at ORBCOMM’s option.  Up to $3,000,000 of the contingent consideration will be payable based on LMS achieving certain agreed-upon new subscriber targets for calendar year 2012 and up to $950,000 of the contingent consideration will be payable based on LMS achieving agreed-upon sales targets for calendar years 2012 through 2014.

If paid in stock, the number of ORBCOMM shares to be issued to PAR will be based upon the average 20-day closing price of ORBCOMM common stock prior to the payment due date for such contingent consideration.

As of March 31, 2012, the Company has not recorded any amount associated with this contingent consideration as it does not believe achievement of the related targets are probable.

Summarized financial information for the Company’s discontinued operations is as follows:

	March 31,		December 31,
	2012		2011
Assets
Cash	$	-	$	5
Accounts receivable - net	-			1,398
Inventories	-			1,355
Other assets	-			424
Total assets of discontinued operations	$	-	$	3,182
Liabilities
Accounts payable and accrued expenses	$	84	$	674
Accrued salaries and benefits		305		236
Other liabilities	-			15
Total liabilities of discontinued operations	$	389	$	925

Operations	For the three months ended March 31, 2012			For the three months ended March 31, 2011
Total revenues	$	136		$	1,672
Loss from discontinued operations before income taxes	$	(248	)	$	(541	)
Gain on disposition		2,588		-
(Provision) benefit for income taxes		(910	)		204
Income (loss) from discontinued operations	$	1,430		$	(337	)