NOTE 12 – 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 consisted of $7.0 million in cash ($3.0 million of which was borrowed under the acquisition portion of its Credit Agreement), 415,527 shares of common stock of the Company (the “Common Stock Consideration”) valued at $1.9 million, and a lease obligation paid to the seller for $0.1 million 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 held shares of the Common Stock Consideration in escrow for the one-year period to cover indemnification obligations of the sellers under the purchase agreement which were released on June 30, 2017.

For the year ended June 30, 2017, the Company recognized approximately $3.6 million in revenues related to the operations of Citiwaste.

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		5,696
Accounts payable and accrued liabilities		(356	)
Debt assumed		(187	)
Total purchase price	$	9,040

The Company incurred acquisition related expenses for investment banking, legal and accounting fees which are included within selling, general and administrative expenses in the consolidated statements of operations as follows (in thousands):

	Twelve-Months Ended June 30,
	2017		2016		2015

Acquisition-related expenses	$	702	$	190	$	-

The results of operations of the acquired business have been included in the 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 (Unaudited)

Citiwaste’s financial results since the date of the acquisition have been included in our consolidated financial results for the year ended June 30, 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):

	Twelve-Months Ended June 30,
	2016

Revenues	$	36,306
Net income (loss)	$	(159	)
Weighted average common shares outstanding		15,861
Net loss per common share basic and diluted	$	(0.01	)

The pro forma financial information for the period presented includes the estimated business combination accounting effects resulting from the acquisition, including primarily amortization expense of $0.5 million from the acquired intangible assets as well as interest expense as a result of debt financing used to fund the acquisition and tax effects from the pro forma adjustments.