Divestiture and Discontinued Operations

12 Months Ended

Dec. 31, 2015

Divestiture and Discontinued Operations [Abstract]

Divestiture and Discontinued Operations

Note 3 — Divestiture and Discontinued Operations

On November 4, 2015, ParTech, Inc. (“PTI”), a wholly owned subsidiary of PAR Technology Corporation, PAR Springer-Miller Systems, Inc. (“PSMS”), Springer-Miller International, LLC (“SMI”), and Springer-Miller Canada, ULC (“SMC”) (PTI, PSMS, SMI and SMC are collectively referred to herein as the “Group”), entered into an asset purchase agreement (the “APA”)  with Gary Jonas Computing Ltd., SMS Software Holdings LLC, and Jonas Computing (UK) Ltd. (the “Purchasers”),   each of which is an affiliate of the Jonas Software Group of Constellation Software Inc. of Toronto, Ontario,  for the sale of substantially all of the assets of PSMS. Total consideration to be received from the sale is $16.6 million in cash (the “Base Purchase Price”), with $12.1 million received at the time of closing, and $4.5 million receivable eighteen months after the closing date, a portion of which amount will be available to pay certain indemnification obligations of the group.The estimated fair value of the remaining portion of the note receivable, less any estimated working capital adjustments, due on May 4, 2017 is approximately $3.3 million and is included within noncurrent assets in PAR’s consolidated balance sheets.

In addition to the base purchase price, contingent consideration of up to $1,500,000 is receivable by PAR based on achievement of certain agreed-upon revenue and earnings targets for calendar years 2016 through 2018, as set forth in the APA.  As of December 31, 2015, the Company has not recorded any amount associated with this contingent consideration as it does not believe achievement of the related targets is probable.

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

	December 31, 2015		December 31, 2014
Assets
Cash	$	-	$	300
Accounts receivable - net		-		1,771
Other current assets		-		574
Property, plant and equipment - net		-		986
Goodwill		-		6,116
Intangible assets - net		-		12,372
Assets of discontinued operation	$	-	$	22,119
Liabilities
Accounts Payable	$	-	$	417
Accrued salaries and benefits		441		703
Accrued expenses		-		87
Customer Deposits		-		1,103
Deferred service revenue		-		2,307
Liabilities of discontinued operation	$	441	$	4,617

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

	December 31,
	2015			2014
Total revenues	$	14,545		$	15,746
Loss from discontinued operations before income taxes	$	(5,702	)	$	(5,816	)
Loss on disposition		(2,408	)		-
Benefit from income taxes		3,198			2,094
Loss from discontinued operations, net of taxes	$	(4,912	)	$	(3,722	)