Discontinued Operations

9 Months Ended

Sep. 30, 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) was held in escrow to settle future claims, with release dates of August 2012 and April 2013.  During the second quarter, the Company liquidated its common stock investment of ORBCOMM Inc. which resulted in it recording a realized loss for the nine months ended September 30, 2012 of $210,000.  Of the total proceeds from the liquidation, $956,000 remains in escrow.  The Company recorded its loss on liquidation of its investment within other income (expense), net, on its Consolidated Statement of Operations.

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 ORBCOMM 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 ORBCOMM 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 September 30, 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 (in thousands):

	September 30,		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	$	104		674
Accrued salaries and benefits		-		236
Other liabilities		-		15
Total liabilities of discontinued operations	$	104	$	925

Operations	For the three months ended September 30, 2012			For the three months ended September 30, 2011
Total revenues	$	-		$	1,075
Loss from discontinued operations before income taxes	$	(3	)	$	(695	)
Gain on disposition		-			-
(Provision) benefit for income taxes		53			301
Income (loss) from discontinued operations	$	50		$	(394	)

Operations	For the nine months ended September 30, 2012			For the nine months ended September 30, 2011
Total revenues	$	136		$	4,590
Loss from discontinued operations before income taxes	$	(264	)	$	(1,763	)
Gain on disposition		2,588			-
(Provision) benefit for income taxes		(854	)		710
Income (loss) from discontinued operations	$	1,470		$	(1,053	)