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Business Combinations
12 Months Ended
Apr. 30, 2014
Business Combinations [Abstract]  
Business Combinations
4. BUSINESS COMBINATIONS

We acquired various businesses during fiscal years 2014 and 2013, including several solid waste hauling operations, a transfer station, a material recovery facility and an industrial service management business (included in the Other segment). The operating results of these businesses are included in the accompanying audited consolidated statements of operations from each date of acquisition, and the purchase price has been allocated to the net assets acquired based on fair values at each date of acquisition, with the residual amounts recorded as 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, except amounts related to the acquisition of Bestway Disposal Services and BBI Waste Services (“BBI”) in fiscal year 2013, are expected to be deductible for tax purposes. See Note 15 for disclosure over the tax impact associated with the acquisition of BBI.

The purchase price paid for these acquisitions during fiscal years 2014 and 2013 and the allocation of the purchase price is as follows:

 

     Fiscal Year Ended April 30,  
     2014     2013  

Purchase Price:

    

Cash used in acquisitions, net of cash acquired

   $ 7,860      $ 25,225   

Common stock issued

     —          2,650   

Other non-cash considerations

     555        —     

Contingent consideration and holdbacks (1)

     1,653        33   
  

 

 

   

 

 

 

Total

     10,068        27,908   

Current assets

     814        1,422   

Equipment

     2,010        9,423   

Other liabilities, net

     (241     (7,009

Intangible assets

     4,302        9,850   
  

 

 

   

 

 

 

Fair value of assets acquired and liabilities assumed

     6,885        13,686   
  

 

 

   

 

 

 

Excess purchase price to be allocated to goodwill

   $ 3,183      $ 14,222   
  

 

 

   

 

 

 

 

(1) In the fourth quarter of fiscal year 2014, we recovered a portion of the purchase price holdback amount we had previously paid and were relieved of any potential contingent consideration obligation associated with the acquisition of an industrial service management business completed earlier in fiscal year 2014. As a result, we recorded a $1,058 gain on settlement of acquisition related contingent consideration in fiscal year 2014.

The following unaudited pro forma combined information shows the results of our continuing operations for fiscal years 2014 and 2013 as though each of the acquisitions completed in fiscal years 2014 and 2013 had occurred as of May 1, 2012.

 

     Fiscal Year Ended
April 30,
 
     2014     2013  

Revenue

   $ 501,713      $ 478,039   

Operating income

   $ 12,698      $ 14,748   

Net loss attributable to common stockholders

   $ (22,779   $ (53,763

Basic and diluted loss per common share attributable to common stockholders

   $ (0.57   $ (1.58
  

 

 

   

 

 

 

Basic and diluted weighted average shares outstanding

     39,820        34,015   
  

 

 

   

 

 

 

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 as of May 1, 2012 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.