DISCONTINUED OPERATIONS (Notes)

12 Months Ended

Dec. 31, 2016

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

NOTE 15 - DISCONTINUED OPERATIONS

As discussed in Note 1 - Summary of Significant Accounting Policies, 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 $6.0 million 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:

	2015
	(in thousands)
Revenue from services and product sales	$	7,402
Cost of sales for services	5,486
Selling, general, and administrative expenses	678
Gain on the sale of business	6,031
Gain on the sale of equipment	51
Net income	$	7,320

	2015
	(in thousands)
Cash flows from operating activities
Net income from discontinued operations	$	7,320
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization	402
Gain on sale of property and equipment	(51		)
Gain on sale of business	(6,031		)
Change in assets and liabilities
Receivables	(103		)
Inventories	10
Other assets	12
Accounts payable	172
Other current liabilities	52
Net cash from operating activities	$	1,783
Cash flows from investing activities
Proceeds from sale of property and equipment	76
Proceeds from sale of business, net of disposal costs	7,000
Purchases of property and equipment	(432		)
Net cash provided by investing activities	$	6,644

A pro forma summary of continuing operations for the three months ended December 31, 2015 assuming the Waste Services Segment was sold at the beginning of the quarter is as follows (unaudited):

	2015
	(in thousands, except per share data)
Total revenue	$	6,555
Net loss from continuing operations	(2,351		)
Net loss	3,680
Net loss from continuing operations per share	$	(0.29	)
Net income per share	0.46