8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 2

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report: May 31, 2017

Date of earliest event reported: February 15, 2017

MERIDIAN WASTE SOLUTIONS, INC

(Exact name of registrant as specified in its charter)

New York	001-13984	13-382215
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Glenlake Parkway NE
Suite 900
Atlanta, GA 30328
(Address of Principal Executive Offices)

(Former name or former address, if changed since last report)

(678) 871-7457

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

As previously disclosed in the Current Report on Form 8-K filed on February 15, 2017 (the “Initial 8-K”), Meridian Waste Solutions, Inc. (the “Company”), acquired 100% of the membership interests of  The CFS Group, LLC, a Virginia limited liability company (“CFS Group”), The CFS Group Disposal & Recycling Services, LLC, a Virginia limited liability company (“CFS Disposal”), and RWG5, LLC, a Virginia limited liability company (“RWG5” and, together with CFS Group and CFS Disposal, “CFS”), pursuant to that certain Membership Interest Purchase Agreement, dated February 15, 2017.

The Initial 8-K was amended by a Current Report on Form 8-K/A filed on May 1, 2017 (“Amendment No. 1”) to present certain financial statements of CFS and to present certain unaudited pro forma financial information in connection with the acquisition of the membership interests in CFS. CFS’s financial statements and the unaudited pro forma information of the Company and its subsidiaries are filed as exhibits thereto and incorporated by reference hereto.

The Initial 8-K and Amendment No. 2 are amended by this Current Report on Form 8-K/A to present certain additional unaudited pro forma financial information in connection with the acquisition of the membership interests in CFS. CFS’s financial statements and the unaudited pro forma information of the Company and its subsidiaries are filed as exhibits hereto.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The audited combined and consolidated balance sheets of CFS as of December 31, 2016 and December 31, 2015 and the related combined and consolidated statements of operations, combined and consolidated statements of equity and combined and consolidated statements of cash flows for the years then ended the notes to the combined and consolidated financial statements and the independent auditor’s report are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated by reference herein.

(b) Pro Forma Financial Information

The unaudited pro forma combined consolidated balance sheet as of December 31, 2016 and unaudited pro forma combined consolidated statements of operations of the Company and its subsidiaries for the year ended December 31, 2016 and the quarter ended March 31, 2017, giving effect to the acquisition of CFS, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A are incorporated by reference herein.

(c) Exhibits.

Exhibit No.
23.1	Consent of Independent Registered Accounting Firm.*
99.1	Audited combined and consolidated balance sheets of CFS as of December 31, 2016 and December 31, 2015 and the related combined and consolidated statements of operations, combined and consolidated statements of equity and combined and consolidated statements of cash flows for the years these ended the notes to the combined and consolidated financial statements and the independent auditor’s report (incorporated by reference to the Company’s Current Report on Form 8-K/A filed with the U.S Securities and Exchange Commission on May 1, 2017)
99.2	Unaudited pro forma combined consolidated balance sheet of Meridian Waste Solutions, Inc. and its subsidiaries as of December 31, 2016 and the unaudited pro forma combined consolidated statements of operations of Meridian Waste Solutions, Inc. and its subsidiaries for the year ended December 31, 2016 and quarter ended March 31, 2017, giving effect to the acquisition of CFS *

* filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Meridian Waste Solution, Inc.
Date: May 31, 2017	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Chief Executive Officer

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

We consent to the incorporation by reference in the Registration Statement (No. 333-216621) on Form S-3 of Meridian Waste Solutions, Inc. of our report dated May 1, 2017, relating to our audit of the combined consolidated financial statements of The CFS Group for the years ended December 31, 2016 and 2015, appearing in this current report on Amendment No. 2 to Form 8-K.  

/s/ Hein & Associates LLP

Denver, Colorado

May 30, 2017

EX-99.2

Exhibit 99.2

MERIDIAN WASTE SOLUTIONS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2016

	Historical
	Meridian Waste Solutions Inc. and Subsidiaries (1)			CFS (3)		Pro Forma Adjustments				Pro Forma Combined
Assets
Current assets:
Cash and cash equivalents	$	823,272		$	-	$	208,707		(5)	$	1,031,979
Short-term investments - restricted		1,953,969			-		-				1,953,969
Accounts receivable, net of allowance		2,540,657			2,759,948		-				5,300,605
Prepaid expenses		746,776			1,063,767		-				1,810,543
Other current assets		39,895			387,773		-				427,668
Total current assets		6,104,569			4,211,488		208,707				10,524,764
Property, plant and equipment, at cost net of accumulated depreciation		16,797,015			12,377,654		1,801,346		(7)		30,976,015
Landfill assets, net of accumulated amortization		3,278,817			24,546,411		3,219,589		(7)		31,044,817
Assets held for sale		395,000			-		-				395,000
Other assets:
Investment in related party		360,763			-		-				360,763
Other assets		144,793			14,026		-				158,819
Contract receivable		179,067			-		-				179,067
Goodwill		7,234,420			481,975		8,065,494		(8)		15,781,889
Customer list, net of accumulated amortization		14,553,629			-		-				14,553,629
Non-compete, net of accumulated amortization		114,680			-		-				114,680
Website, net of accumulated amortization		38,819			-		-				38,819
Intangible, net		-			4,027,498		(2,827,498	)	(10)		1,200,000
Total other assets		22,626,171			4,523,499		5,237,996				32,387,666
Total assets	$	49,201,572		$	45,659,052	$	10,467,638			$	105,328,262
Liabilities and Shareholders' (Deficit) Equity
Current liabilities:
Accounts payable	$	3,327,618		$	2,652,308	$	-			$	5,979,926
Accrued expenses		1,998,531			1,889,428		(1,889,428	)	(14)		1,998,531
Notes payable, related parties		609,891			-		-				609,891
Deferred compensation		769,709			-		-				769,709
Deferred revenue		3,431,869			-		-				3,431,869
Derivative liability		3,343,623			-		-				3,343,623
Current portion capital lease obligations		-			563,312		-				563,312
Current portion long - term debt		1,385,380			114,171		-				1,499,551
Total current liabilities		14,866,621			5,219,219		(1,889,428	)			18,196,412
Long term liabilities:
Asset retirement obligation		5,299			7,847,219		-				7,852,518
Deferred tax liability		193,482			-		-				193,482
Long - term debt, net of current		41,810,733			1,319,773		37,000,000		(9)		80,130,506
Other liabilities		-			959,636		(959,636	)	(14)		-
Capital lease obligations, net of current portion		-			5,705,921		(536,884	)	(14)		5,169,037
Total liabilities		56,876,135			21,051,768		33,614,052				111,541,955
Preferred series C stock		2,644,951			-		-				2,644,951
Shareholders' (deficit) equity :
Controlling interest		-			24,536,414		(24,536,414	)	(16)		-
Non-controlling interest		-			70,870		-				70,870
Common stock, par value $.025		42,812			-		1,390,000		(15)		1,432,812
Treasury stock, at cost (230,000 shares)		(224,250	)		-		-				(224,250	)
Additional paid in capital		35,353,209			-		-				35,353,209
Accumulated deficit		(45,491,285	)		-		-				(45,491,285	)
Total shareholders' (deficit) equity		(10,319,514	)		24,607,284		(23,146,414	)			(8,858,644	)
Total liabilities and shareholders' (deficit) equity	$	49,201,572		$	45,659,052	$	10,467,638			$	105,328,262

See accompanying notes to the unaudited pro forma combined consolidated financial statements.

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MERIDIAN WASTE SOLUTIONS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

	Historical
	Meridian Waste Solutions, Inc. &  Subsidiaries (2)			CFS (4)			Pro Forma Adjustments				Pro Forma Combined
Revenue	$	31,727,673		$	20,782,287		$	-			$	52,509,960
Cost of sales and services
Cost of sales and services		19,236,768			14,848,840			-				34,085,608
Depreciation		3,510,992			9,094,145			305,556		(13)		12,910,693
Total cost of sales and services		22,747,760			23,942,985			305,556				46,996,301
Gross profit (loss)		8,979,913			(3,160,698	)		(305,556	)			5,513,659
Expenses
Bad debt expense		519,911			-			-				519,911
Depreciation and amortization		4,091,151			-			-				4,091,151
Impairment expense		1,255,267			-			-				1,255,267
Selling, general and administrative		17,032,394			5,094,810			(927,473	)	(11)		21,199,731
Total expenses		22,898,723			5,094,810			(927,473	)			27,066,060
Other income (expenses):
Miscellaneous expense		(3,235	)		-			-				(3,235	)
Gain on disposal of assets		5,146			259,640			-				264,786
Unrealized gain on change in fair value of derivative liability		159,997			-			-				159,997
Loss from proportionate share of equity method investment		(3,422	)		-			-				(3,422	)
Unrealized loss on investment		(2,235	)		-			-				(2,235	)
Gain on contingent liability		1,000,000			-			-				1,000,000
Interest income		12,478			-			-				12,478
Interest expense		(4,728,106	)		(372,516	)		(3,330,000	)	(12)		(8,430,622	)
Total other income (expenses)		(3,559,377	)		(112,876	)		(3,330,000	)			(7,002,253	)
Loss before income taxes		(17,478,187	)		(8,368,384	)		(2,708,083	)			(28,554,654	)
Provision for income taxes		(193,482	)		-			-				(193,482	)
Net income (loss)		(17,671,669	)		(8,368,384	)		(2,708,083	)			(28,748,136	)
Net income attributable to non-controlling interests		-			(117,304	)		-				(117,304	)
Net loss attributable to controlling interests	$	(17,671,669	)	$	(8,485,688	)	$	(2,708,083	)		$	(28,865,440	)
Basic net loss per share	$	(13.95	)	$	-		$	-			$	(16.34	)
Weighted average number of shares outstanding
(Basic and diluted)		1,266,513			-			500,000		(17)		1,766,513

See accompanying notes to the unaudited pro forma combined consolidated financial statements.

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MERIDIAN WASTE SOLUTIONS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2017

	Historical
	Meridian Waste Solutions, Inc. & Subsidiaries (18)			CFS (19)			Pro Forma Adjustments				Pro Forma Combined
Revenue	$	10,905,067		$	2,611,024		$	-			$	13,516,091
Cost and expenses:
Operating		6,987,386			1,910,299			-				8,897,685
Bad debt expense		178,488			-			-				178,488
Depreciation and amortization		3,055,167			1,215,188			(77,377	)	(11 & 13)		4,192,978
Selling, general and administrative		4,060,146			546,048			-				4,606,194
Total cost and expenses		14,281,187			3,671,535			(77,377	)			17,875,345
Other income (expenses):
Miscellaneous expense		45,144			-			-				45,144
Gain on disposal of assets		841			-			-				841
Unrealized loss on change in fair value of derivative liability		(554,112	)		-			-				(554,112	)
Gain from proportionate share of equity method investment		2,654,821			-			-				2,654,821
Unrealized loss on investment		(5,855	)		-			-				(5,855	)
Interest income		9,682			-			-				9,682
Interest expense		(1,695,478	)		(48,848	)		(419,671	)	(12)		(2,163,997	)
Total other income (expenses)		455,043			(48,848	)		(419,671	)			(13,476	)
Loss before income taxes		(2,921,077	)		(1,109,359	)		(342,294	)			(4,372,730	)
Provision for income taxes		(101,613	)		-			-				(101,613	)
Net income (loss)		(3,022,690	)		(1,109,359	)		(342,294	)			(4,474,343	)
Net income attributable to non-controlling interests		(32,160	)		-			-				(32,160	)
Net loss attributable to controlling interests		(3,054,850	)		(1,109,359	)		(342,294	)			(4,506,503	)
Deemed dividend related to beneficial conversion feature and accretion of a discount on Series C Preferred Stock		(2,115,317	)		-			-				(2,115,317	)
Net loss attributable to common stockholders	$	(5,170,167	)	$	-		$	-			$	(5,170,167	)
Basic net loss per share	$	(1.00	)	$	-		$	-			$	(0.95	)
Weighted average number of shares outstanding
(Basic and diluted)		5,167,578			-			255,562		(17)		5,423,140

See accompanying notes to the unaudited pro forma combined consolidated financial statements.

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Note 1

Represents the historical audited consolidated balance sheet as of December 31, 2016 as stated in our Annual Report on Form 10-K filed with the SEC on April 17, 2017.

Note 2

Represents the historical audited consolidated statement of operations for the years ended December 31, 2016 and 2015, as stated in our Annual Report on Form 10-K filed with the SEC on April 17, 2017.

Note 3

Represents the historical audited combined and consolidated balance sheet as of December 31, 2016 as filed in Exhibit 99.1 to our Current Report on Form 8-K/A filed on May 1, 2017.

Note 4

Represents the historical audited combined and consolidated statement of operations for the years ended December 31, 2016 and 2015 as filed in Exhibit 99.1 to our Current Report on Form 8-K/A filed on May 1, 2017.

Note 5

Net change in cash is as follows:

Debt incurred under extended credit agreement of the acquisitions:
Goldman Sachs - Tranche A Term Loan	$	37,000,000
Cash required at closing		(36,791,293	)
Net cash gained related to the acquisition and related financing transaction	$	208,707

Note 6

The following table summarizes the provisional fair value of The CFS Group assets acquired and liabilities assumed at the date of acquisition:

Property, plant and equipment	$	12,435,000
Landfill assets		27,766,000
Land		1,744,000
Goodwill		8,547,469
Trade names and trademarks		1,200,000
Other liabilities, net		(6,398,000	)
ARO liability assumed		(7,847,000	)
Fair value of net assets acquired	$	37,447,469

Fair value of net assets acquired was based on provisional information prepared by an independent valuation firm as of May 1, 2017.

Note 7

	PP&E			Landfill
Book value of fixed assets:
CFS Group	$	(12,377,654	)	$	(24,546,411	)
Fair value of fixed assets:
CFS Group	$	14,179,000		$	27,766,000
Adjustment	$	1,801,346		$	3,219,589

Fair value of fixed assets was based on provisional information prepared by an independent valuation firm as of May 1, 2017.

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Note 8

Goodwill as a result of acquisition	$	8,547,469
Remove CFS historical goodwill		(481,975	)
Adjustment to goodwill	$	8,065,494

Goodwill is the excess of our purchase cost over the fair value of the net assets of acquiring The CFS Group. We do not amortize goodwill, but assess our goodwill for impairment at least annually. Goodwill was based on provisional information prepared by an independent valuation firm as of May 1, 2017.

Note 9

New debt associated with acquisition $ 37,000,000

New debt of $37 million, bears interest at 9% per year, and is due December 2020.        

Note 10

Intangible assets as a result of acquisition	$	1,200,000
Remove CFS historical intangibles		(4,027,498	)
Adjustment to intangible assets	$	(2,827,498	)

Intangible assets consisted of trade names and trademarks and had a fair value of $1.2 million and a useful life of 25 years. Intangible assets were based on provisional information prepared by an independent valuation firm as of May 1, 2017.

Note 11

	2016			2/15/2017
Remove CFS amortization expense	$	(975,473	)	$	(121,934	)
Adjust amortization expense for intangibles associated with acquisition		48,000			6,049
Adjusted amortization expense	$	(927,473	)	$	(115,885	)

Intangible assets consisted of trade names and trademarks and had a fair value of $1.2 million and a useful life of 25 years.

Note 12

	2016		2/15/2017
Adjust interest expense for borrowings associated with acquisition	$	3,330,000	$	419,671

New debt of $37 million and bears interest at 9% per year.

Note 13

	2016		2/15/2017
Adjust depletion expense for landfill permits associated with acquisition	$	305,556	$	38,508

Increase in landfill permits have a fair value of $5.5 million and a useful life of 18 years. Increase in landfill permits was based on provisional information prepared by an independent valuation firm as of May 1, 2017.

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Note 14

Adjust for liabilities paid off as part of the acquisition:

Accrued expenses	$	1,889,428
Other liabilities		959,636
Capital leases		536,884
Total liabilities paid off	$	3,385,948

Prior to and at the time of acquisition, accrued and other liabilities consisting of property taxes, compensation, capital leases, and other obligations were paid with cash by seller.

Note 15

The Company issued 500,000 restricted shares of common stock as consideration which was valued at market at the date of the closing, fair value of approximately $1,390,000.

Note 16

To eliminate subsidiary equity.

Note 17

Weighted average common shares outstanding calculation:

	Total # of shares issued			Average % of Days Outstanding			Weighted Averaged
For the year ended December 31, 2016		2,212,478	*		79.84	%		1,766,513

* Acquisition of The CFS Group resulted in the issuance of 500,000 restricted shares of common stock.

	Total # of shares issued		Average % of Days Outstanding			Weighted Averaged
For the three month ended March 31, 2017		6,932,751		78.22	%		5,423,140

At March 31, 2017, the Company had warrants and stock options outstanding that could be converted into approximately, 3,125,000 common shares. At December 31, 2016 the Company had a series of convertible notes, warrants and stock options outstanding that could be converted into approximately, 600,000 common shares. These are not presented in the consolidated statements of operations as the effect of these shares is anti- dilutive.

Note 18

Represents the historical unaudited consolidated statement of operations for the Three Months Ended March 31, 2017 as stated in our Quarterly Report on Form 10-Q filed with the SEC on May 22, 2017.

Note 19

Represents the historical unaudited combined and consolidated statement of operations of The CFS Group for the one and one-half months ended February 15, 2017.

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