Discontinued Operations

3 Months Ended

Mar. 31, 2013

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 of 2012, the Company liquidated its common stock investment of ORBCOMM Inc..  Of the total proceeds from the liquidation, $828,000 remains in escrow as of March 31, 2013.

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 March 31, 2013, the Company has not recorded any amount associated with this contingent consideration as the targets were not met for 2012 and it does not believe achievement of the remaining targets are probable.

Summarized financial information for the Company's discontinued operations is as follows (in thousands):

	March 31,		December 31,
	2013		2012
Assets
Cash	$	-	$	-
Accounts receivable - net		-		-
Inventories		-		-
Other assets		-		-
Total assets of discontinued operations	$	-	$	-
Liabilities
Accounts payable and accrued expenses	$	104	$	141
Accrued salaries and benefits		-		-
Other liabilities		-		-
Total liabilities of discontinued operations	$	104	$	141

Operations	For the three months ended March 31, 2013			For the three months ended March 31, 2012
Total revenues	$	-		$	136
Loss from discontinued operations before income taxes	$	(22	)	$	(248	)
Gain on disposition		-			2,588
(Provision) benefit for income taxes		7			(910	)
Income (loss) from discontinued operations	$	(15	)	$	1,430