Quarterly report pursuant to Section 13 or 15(d)

Acquisitions

v3.4.0.3
Acquisitions
3 Months Ended
Mar. 31, 2016
Acquisitions [Abstract]  
Acquisitions

Note 10 – Acquisitions

 

Related Party Acquisitions

 

Waste Recovery Enterprises, LLC

 

On October 15, 2015, the Company acquired Waste Recovery Enterprises, LLC (“WRE”), an entity that was 50% owned by the Majority shareholder of the Company. WRE offers residential trash pickup, commercial or residential dumpster service and roll-off boxes for construction and clean up projects. The Company has a transfer station that accepts construction and demolition debris, household trash, furniture and appliances. The Company also offers wood grinding, demolition, mulch and gravel services. The Company’s primary operations are based near Binghamton, New York.

 

See the table below summarizing the purchase price paid to the related party owner and the 2nd, non-related party entity:

 

Party

 

Cash

    Owner Financed Short Term Note     Restricted Common Shares     Value Assigned  to Shares ($1/share)     Total Purchase Price  
Majority Shareholder – 50% owner   $ -     $ -       1,500,000     $ 1,500,000     $ 1,500,000  
Non-related entity – 50% owner     -       250,000       1,250,000       1,250,000       1,500,000  
Total   $ -     $ 250,000       2,750,000     $ 2,750,000     $ 3,000,000  

 

Operations subsequent to October 15, 2015 are included in the accompanying consolidated financial statements. The acquisition has been accounted for using the purchase method of accounting. The purchase price of $3,000,000 was allocated as follows:

 

Assets      
Cash   $ 29,625  
Accounts receivable     32,706  
Other current assets     54,598  
Due from related party     45,953  
Total current assets     162,882  
Property and Equipment        
Transportation equipment     1,116,682  
Machinery and Equipment     756,800  
Buildings     493,225  
Land     225,000  
Containers     160,400  
Leasehold improvements     17,154  
Furniture and fixtures     2,069  
Total property and equipment     2,771,330  
Goodwill and intangible assets        
Customer relationships     639,433  
Licenses and permits     50,000  
Goodwill     1,238,173  
Total goodwill and intangible assets     1,927,607  
Total assets     4,861,819  
Liabilities        
Accounts payable and accrued liabilities     (64,179 )
Due to related entity     (30,000 )
Total current liabilities     (94,179 )
Related party debt     (1,512,754 )
Long term debt     (254,886 )
Total liabilities     1,861,819  
Total consideration for acquisition   $ 3,000,000  


Gateway Rolloff Services, LP

 

On December 1, 2015, the Company acquired Gateway Rolloff Services, LP (“Gateway”), an entity that was 50% owned by the Majority shareholder of the Company. Gateway offers commercial and residential dumpster service and roll-off boxes for construction and clean up projects specializing in the removal of debris, garbage, waste, hauling construction and demolition debris, focused on servicing general contractors, new home builders, reconstruction, renovation, landscaping and home improvement professionals. The Company’s primary operations are based near Tampa, FL.

 

See the table below summarizing the purchase price paid to the related party owner and the 2nd, non-related party entity.

 

Party   Cash     Cash Paid on Behalf of Company By Related Entity     Restricted Common Shares     Value Assigned to Shares ($1/share)     Total Purchase Price  
Majority Shareholder – 50% owner   $ -     $ -       1,650,000     $ 1,650,000     $ 1,650,000  
Non-related entity – 50% owner     -     $ 450,000       750,000       1,250,000       1,500,000  
Total   $ -     $ 450,000       2,400,000     $ 2,750,000     $ 3,150,000  

 

Operations subsequent to November 30, 2015 are included in the accompanying consolidated financial statements. The acquisition has been accounted for using the purchase method of accounting. The purchase price of $3,150,000 was allocated as follows:

 

Assets        
Cash   $ 24,912  
Accounts receivable     238,753  
Total current assets     263,665  
Property and Equipment        
Transportation equipment     417,350  
Containers     782,000  
Total property and equipment     1,199,350  
Goodwill and intangible assets        
Customer relationships     683,626  
Goodwill     941,010  
Total goodwill and intangible assets     1,624,636  
Total assets     3,087,651  
Liabilities        
Accounts payable and accrued liabilities     (111,651 )
Due to related party     (26,000 )
Total current liabilities     (137,651 )
Total consideration for acquisition   $ 2,950,000  

 

The Majority shareholder received a total of 3,150,000 shares of the Company’s restricted common stock.

 

The $450,000 paid in cash by a related entity of the Company for the acquisition of Gateway was settled in restricted common stock subsequent to year end, at $1 per share, for a total of 450,000 shares of the Company’s restricted common stock.

 

Landfill Acquisition – Unrelated Entity

 

On January 25, 2015, Sand/Land of Florida Enterprises, Inc., a Florida corporation and a wholly-owned subsidiary of National Waste Management Holdings, Inc. (the “Company”), entered into a commercial property purchase agreement (the “Agreement”) with Nova Resources, LLC (“Nova”), a Florida limited liability company, to acquire a certain commercial and industrial construction and demolition landfill (the “Transaction”) located at 3890 Grover Cleveland, County of Citrus, Homosassa, Florida 34465 (the “Property”) for $2,500,000, on an “as is” basis. The Property services regions in and around Citrus County, Florida. The Property is approximately eighty (80) acres and is permitted by the State of Florida Department of Environmental Protection as a “Construction and Demolition Landfill”.

 

Pursuant to the terms of the Agreement, the Company agreed to pay an initial non-refundable down payment of $25,000 on January 25, 2015 (the “Initial Payment Day”) and up to five additional non-refundable monthly payments of $25,000 due on the 15th day of each month (the “Extension Payment”), following the Initial Payment Day to extend the closing date for an additional thirty (30) days. Each extension payment was credited towards the total amount payable to Nova, with any remaining balance due no later than thirty (30) days after the fifth extension payment. The Agreement may be terminated at the election of either party in the event that the transaction does not close.

 

Nova agreed to certain non-compete provision for a period of five (5) years from the closing date. Nova also agreed to provide, at the closing date, certain completed permit applications.

 

The Transaction was not subject to any realty commission and did not close by the final due date. The Company had a third party making the deposit payments as discussed in Note 8 and Note 9, Related Party Transactions and Stockholders’ Equity, respectively. During the three months ended March 31, 2016, the third party had made 2 payments of $25,000, totaling $50,000 and the Company made one payment of $22,473. The Company has written off a total of $72,473 of these non-cash deposits and cash deposits during the three months ended March 31, 2016 due to the Company not closing on the landfill by February 26, 2016. The expense was included in other expenses as a one time write off.