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Business Acquisitions
 12 Months Ended
Apr. 30, 2013
Business Acquisitions
4. BUSINESS ACQUISITIONS

During the fiscal year ended April 30, 2013, we acquired six solid waste hauling operations in the Western region for total consideration of $5,631, including $5,080 in cash and $551 in holdbacks to the sellers. We also acquired all of the outstanding capital stock of Bestway Disposal Services and BBI Waste Services (“BBI”) in the Eastern region for total consideration, after recording a working capital adjustment defined in the agreement, of $22,375, including $19,725 in cash and 625 shares of our Class A common stock, valued at an aggregate of $2,650. We recorded $5,084 to goodwill for the deferred tax liability related to the BBI acquisition based on the impact of temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amount recognized for income tax purposes. See Note 15 for further discussion. The acquisition of BBI, a provider of solid waste collection, transfer and liquid waste services in New Hampshire and Maine, on December 6, 2012, provides us the opportunity to internalize additional waste and recyclables and to consolidate operations, routes and transportation within the Eastern region. Revenue generated from BBI amounted to approximately $7,281 from December 6, 2012, through April 30, 2013. During the fiscal year ended April 30, 2012, we acquired five solid waste hauling operations and completed the acquisition of the McKean County landfill business in Pennsylvania by acquiring additional equipment not included in the original transaction for total consideration of $2,217, including $2,102 in cash and $115 in holdbacks to sellers.

The operating results of these businesses are included in the accompanying consolidated statements of operations from the dates of acquisition, and the purchase prices have been allocated to the net assets acquired based on fair values at the dates of acquisition, with the residual amounts allocated to goodwill. Acquired intangible assets other than goodwill that are subject to amortization include client lists and non-compete covenants. These are amortized over a five to ten year period from the date of acquisition. All amounts recorded to goodwill are expected to be deductible for tax purposes, except for $12,916 of the current fiscal year goodwill related to the BBI acquisition. The purchase price allocated to net assets acquired during the fiscal years ended April 30, 2013 and 2012 is as follows:

 

     April 30,      
     2013      2012    

Equipment

      $ 9,423          $ 606      

Goodwill

            14,222          502      

Intangible assets

      9,850          1,135      

Current assets

      1,422          -      

Current liabilities

      (7,009)         (26)     
  

 

 

     

 

 

    

Total

      $ 27,908          $       2,217      
  

 

 

     

 

 

    

The following unaudited pro forma combined information shows the results of our continuing operations for the fiscal years ended April 30, 2013 and 2012 as though each of the acquisitions completed in the fiscal years ended April 30, 2013 and 2012 had occurred as of May 1, 2011.

 

     Fiscal Year Ended
April 30,		  
     2013      2012  

Revenue

      $     465,083          $     487,707    

Operating income (loss)

      $ 13,118          $ (9,670)   

Net loss attributable to common stockholders

      $ (54,440)         $ (78,230)   

Basic and diluted loss per common share attributable to common stockholders

      $ (1.60)         $ (2.92)   

Basic and diluted weighted average shares outstanding

      34,015          26,749    

The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the actual results of operations had the acquisitions taken place or the results of our future operations. Furthermore, the pro forma results do not give effect to all cost savings or incremental costs that may occur as a result of the integration and consolidation of the completed acquisitions.