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Divestiture and Discontinued Operations
6 Months Ended
Jun. 30, 2016
Divestiture and Discontinued Operations [Abstract]  
Divestiture and Discontinued Operations
Note 2 — Divestiture and Discontinued Operations
 
In connection with the sale of the hotel/spa technology business, the 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 PSMS.  The estimated fair value of the remaining portion of the note receivable, due on May 4, 2017, is approximately $4.4 million and accordingly has been included within current assets in PAR’s June 30, 2016 consolidated Balance Sheet.
 
In addition to the Base Purchase Price, contingent consideration of up to $1,500,000 is available to 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 June 30, 2016, the Company has not recorded any amount associated with this contingent consideration as it does not believe achievement of the related targets is probable.

At June 30, 2016 and December 31, 2015 there were $142,000 and $441,000 of accrued liabilities of discontinued operations recorded on the balance sheet.
 
During the three and six months ended June 30, 2016, the Company paid a $977,000 working capital adjustment, of which $939,000 was included in accrued expenses at December 31, 2015, that resulted in a loss (net of tax) of $26,000.  The working capital payment was estimated and paid as it was defined in the Springer-Miller APA.
 
The following table summarizes the results from discontinued operations (in thousands):

  
For the three months
ended June 30,
  
For the six months
ended June 30,
 
  
2016
  
2015
  
2016
  
2015
 
Operations
            
Total revenues
 
$
-
  
$
4,364
  
$
-
  
$
8,770
 
                 
Loss from discontinued operations before income taxes
 
$
(38
)
 
$
(1,363
)
 
$
(38
)
 
$
(2,710
)
Benefit from income taxes
  
12
   
220
   
12
   
990
 
Loss from discontinued operations, net of taxes
 
$
(26
)
 
$
(1,143
)
 
$
(26
)
 
$
(1,720
)