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Business Acquisitions
 9 Months Ended
Jan. 31, 2014
Business Combinations [Abstract]  
Business Acquisitions
2. BUSINESS ACQUISITIONS

During the nine months ended January 31, 2014, we acquired three solid waste hauling operations in the Western region for total consideration of $2,541 as of the acquisition dates, including $2,026 in cash, $36 of advanced customer billings and $479 in holdbacks to the sellers, and a solid waste hauling operation and a transfer station in the Eastern region for total consideration of $4,298 as of the acquisition dates, including $4,089 in cash and $209 associated with the forgiveness of trade receivables and advanced customer billings. We also acquired an industrial environmental service management business in the Other segment for total consideration of $2,494 as of the acquisition date, including $1,320 in cash, $330 in holdbacks to the seller and $844 in consideration, not to exceed $1,000, contingent upon the realization of a measure of operating income associated with certain prospective customer contracts within twelve months of closing. In addition, we acquired the remaining 50% membership interest of Tompkins County Recycling LLC (“Tompkins”) in the Recycling segment, which we had previously accounted for as an equity method investment, for total cash consideration of $425. See Note 15 for further disclosure regarding this transaction.

 

During the nine months ended January 31, 2013, we acquired four solid waste hauling operations in the Western region for total consideration of $5,384 as of the acquisition dates, including $4,854 in cash and $530 in holdbacks to the sellers, and all of the outstanding capital stock of Bestway Disposal Services and BBI Waste Services (“BBI”) in the Eastern region for total consideration, subject to certain closing adjustments based on the terms of the agreement, of $22,650 as of the acquisition date, including $20,000 in cash and 625 shares of our Class A common stock, valued at an aggregate of $2,650. We recorded an additional $5,242 to goodwill for the increased 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 amounts recognized for income tax purposes, see Note 10 for further disclosure. The operating results of these businesses are included in the accompanying unaudited 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 BBI, are expected to be deductible for tax purposes.

The purchase price allocated to net assets acquired and the residual amount allocated to goodwill during the nine months ended January 31, 2014 and 2013 are as follows:

 

     Nine Months Ended
January 31,		  
     2014     2013  

Equipment

    $ 2,013      $ 9,403   

Goodwill

      3,108        14,575   

Intangible assets

      4,302        9,601   

Current assets

      814        1,475   

Current liabilities

      (241 )      (7,118 ) 
  

 

 

    

 

 

  

Total

    $ 9,996      $ 27,936   
  

 

 

    

 

 

  

The following unaudited pro forma combined financial information shows the results of our operations for the three and nine months ended January 31, 2014 and 2013 as though each of the acquisitions made in the nine months ended January 31, 2014 and the twelve months ended April 30, 2013 had occurred as of May 1, 2012.

 

     Three Months Ended
January 31,		     Nine Months Ended
January 31,		  
     2014     2013     2014     2013  

Revenue

    $ 118,210      $ 116,385      $ 382,786      $ 366,889   

Operating (loss) income

    $ (1,215 )    $ 584      $ 18,671      $ 12,227   

Net loss attributable to common stockholders

    $ (10,721 )    $ (11,274 )    $ (10,965 )    $ (40,537 ) 

Basic and diluted loss per common share attributable to common stockholders

    $ (0.27 )    $ (0.29 )    $ (0.28 )    $ (1.25 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Basic and diluted weighted average shares outstanding

      39,882        39,230        39,789        32,365   
  

 

 

    

 

 

    

 

 

    

 

 

  

The pro forma results set forth in the table above have been prepared for comparative purposes only and are not necessarily indicative of the actual results of operations had the acquisitions occurred 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.