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DISCONTINUED OPERATIONS
9 Months Ended
Sep. 30, 2016
Discontinued Operations and Disposal Group [Abstract]  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

NOTE 10 - DISCONTINUED OPERATIONS

 

As discussed in Note 1 - Summary of Significant Accounting Policies and General, on December 4, 2015, the Company and WESSCO entered into the Asset Purchase Agreement with Compactor Rentals pursuant to which the Company sold its “Waste Services Segment,” consisting of substantially all of the assets used in (i) the Company’s commercial, retail and industrial waste and recycling management services business which the Company operated under the name “Computerized Waste Systems” or “CWS,” and (ii) the Company’s equipment sales, rental and maintenance business for the commercial and industrial waste and recycling industry which the Company operated under the name “Waste Equipment Sales and Service Company."

 

The Company received cash consideration at closing of $7.5 million, less $150.0 thousand which was retained by Compactor Rentals in connection with working capital adjustments. Compactor Rentals assumed certain liabilities relating to the Waste Services Segment, including but not limited to, current liabilities, warranty liabilities, and post-closing liabilities incurred in connection with transferred contracts. The transaction expenses related to the sale were $350.0 thousand and a gain of $6,031.0 thousand was recorded.

 

The sale included substantially all of the assets of the Waste Services Segment including, but not limited to, current assets, accounts receivable, tangible personal property, certain leases, inventory, intellectual property, rights under transferred contracts, rights of action and all associated goodwill and other intangible assets associated with the transferred assets. The Company's policy was to not allocate interest to discontinued operations.

 

The Asset Purchase Agreement contains standard and customary representations, warranties and covenants, including a restrictive covenant under which the Company will be prohibited from competing with the Waste Services Segment for five years following the closing.

 

Financial information for the Waste Services discontinued operations is summarized as follows:

 

 

For the three months ended

 

For the nine months ended

 

September 30, 2015

  September 30, 2015

 

(in thousands)

Revenue from services and product sales

$

1,959

 

 

$

5,965

 

Cost of sales for services

1,423

 

 

4,431

 

Selling, general, and administrative expenses

170

 

 

532

 

Gain on the sale of equipment

43

 

 

50

 

Net income

$

409

 

 

$

1,052

 

 

 

For the nine months ended

 

September 30, 2015

 

(in thousands)

Cash flows from operating activities

 

 

Net income from discontinued operations

$

1,052

 

Adjustments to reconcile net loss to net cash from operating activities:

 

 

Depreciation and amortization

330

 

Gain on sale of property and equipment

(50

)

Change in assets and liabilities

 

 

Receivables

(85

)

Inventories

8


Accounts payable

117

 

Other current liabilities

27

 

Net cash from operating activities

$

1,399

 

Cash flows from investing activities

 

 

Proceeds from sale of property and equipment

44

 

Purchases of property and equipment

(357

)

Net cash used in investing activities

$

(313

)

 

A pro forma summary of continuing operations for the nine months ended September 30, 2015 assuming the Waste Services Segment was sold at the beginning of the year is as follows (unaudited):

 

 

 

 

 

2015

 

(in thousands, except per share data)

Total revenue

$

39,629

 

Net loss from continuing operations

(6,540

)

Net loss

(5,488

)

 


Net loss from continuing operations per share

$

(0.82

)

Net loss per share

(0.69

)