NOTE 13 – ACQUISITIONS

Effective on July 17, 2015, the Company acquired Alpha Bio/Med Services LLC, a route-based pickup service located in Pennsylvania for total cash consideration of $0.7 million of which $0.1 million was withheld for payment of adjusted escrow amounts which settled in July 2016.

The following amounts represent the fair value of the assets acquired and liabilities assumed (in thousands):

Accounts receivable	$	51
Fixed assets		70
Intangibles		267
Goodwill		413
Accounts payable and accrued liabilities		(101	)
Total purchase price	$	700

Effective on December 14, 2015, the Company acquired Bio-Team Mobile LLC, a route-based pickup service located in Pennsylvania for total cash consideration of $1.0 million of which $0.1 million was withheld for payment of adjusted escrow amounts which settled in January 2017.

The following amounts represent the fair value of the assets acquired and liabilities assumed (in thousands):

Accounts receivable	$	42
Fixed assets		68
Intangibles		313
Goodwill		626
Accounts payable and accrued liabilities		(16	)
Total purchase price	$	1,033

Effective July 1, 2016, the Company acquired Citiwaste, LLC (“Citiwaste”), a route-based pickup service located in New York, which is in the business of medical, pharmaceutical and hazardous waste management primarily in the healthcare industry. The purchase price consists of $7.0 million in cash ($3.0 million of which was borrowed under the acquisition portion of its Credit Agreement), 413,272 shares of common stock of the Company (the “Common Stock Consideration”) valued at $1.9 million, which constitutes approximately 3.0% of the total outstanding shares of common stock of the Company, and a lease obligation to be paid to the seller for $0.1 million which is presented on the balance sheet in accrued liabilities for a total consideration of $9.0 million. The issuance of the Common Stock Consideration was not registered under the Securities Act of 1933, as amended, and was issued pursuant to an exemption from the registration requirements thereunder. The Company will hold 139,216 shares of the Common Stock Consideration in escrow for a one-year period to cover the indemnification obligations of the Sellers under the Agreement.

For the three and nine months ended March 31, 2017, the Company recognized approximately $0.9 million and $2.6 million in revenues related to the operations of Citiwaste, respectively.

The following amounts represent the fair value of the assets acquired and liabilities assumed (in thousands):

Cash	$	5
Accounts receivable		495
Fixed assets		30
Intangibles		3,357
Goodwill		5,685
Accounts payable and accrued liabilities		(356	)
Debt assumed		(187	)
Total purchase price	$	9,029

During the three and nine months ended March 31, 2017 and 2016, the Company incurred acquisition related expenses for investment banking, legal and accounting fees which are included within selling, general and administrative expenses in the condensed consolidated statements of operations as follows (in thousands):

	Three-Months Ended March 31,				Nine-Months Ended March 31,
	2017		2016		2017		2016

Acquisition-related expenses	$	-	$	-	$	702	$	151

The results of operations of the acquired business have been included in the condensed consolidated statements of operations from the date of acquisition. Pro forma results of operations for Alpha Bio/Med Services and Bio-Team Mobile are not presented because the pro forma effects, individually or in the aggregate, were not material to the Company’s consolidated results of operations. The goodwill recorded for the Alpha Bio/Med Services, Bio-Team Mobile, and Citiwaste acquisitions will be deductible for income taxes. The goodwill recognized for the acquisitions since July 1, 2015 is attributable to expected revenue synergies generated by the integration of our products and services with those acquisitions, cost synergies resulting from the consolidation or elimination of certain functions, and intangible assets that do not qualify for separate recognition such as the assembled workforce of each acquisition.

Supplemental Pro Forma Data

Citiwaste’s financial results have been included in our condensed consolidated financial results for the three and nine months ended March 31, 2017. The following table presents summarized unaudited pro forma financial information as if the Citiwaste acquisition occurred on July 1, 2015 (in thousands, except per-share data):

	Three-Months Ended March 31,			Nine-Months Ended March 31,
	2016			2016

Revenues	$	7,383		$	26,705
Net loss	$	(1,085	)	$	(336	)
Weighted average common shares outstanding		15,875			15,862
Net loss per common share basic and diluted	$	(0.07	)	$	(0.02	)