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Business Combinations
 12 Months Ended
Dec. 31, 2015
Business Combinations [Abstract]  
Business Combinations
4. BUSINESS COMBINATIONS

We acquired various businesses during transition period 2014, fiscal year 2014 and fiscal year 2013, including several solid waste hauling operations, a transfer station, a MRF 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 14, Income Taxes for disclosure over the tax impact associated with the acquisition of BBI. We did not acquire any businesses during fiscal year 2015.

The purchase price paid for these acquisitions and the allocation of the purchase price is as follows:

 

    Eight Months
Ended
December 31,
2014		     Fiscal Years Ended
April 30,		  
      2014     2013  

Purchase Price:

      

Cash used in acquisitions, net of cash acquired

   $ 314      $ 7,860      $ 25,225   

Common stock issued

     —          —          2,650   

Other non-cash considerations

     —          555        —     

Contingent consideration and holdbacks (1)

     67        1,653        33   
 

 

 

    

 

 

    

 

 

  

Total

     381        10,068        27,908   

Current assets

     —          814        1,422   

Equipment

     99        2,010        9,423   

Other liabilities, net

     —          (241 )      (7,009 ) 

Intangible assets

     251        4,302        9,850   
 

 

 

    

 

 

    

 

 

  

Fair value of assets acquired and liabilities assumed

     350        6,885        13,686   
 

 

 

    

 

 

    

 

 

  

Excess purchase price to be allocated to goodwill

   $ 31      $ 3,183      $ 14,222   
 

 

 

    

 

 

    

 

 

  

 

(1) In 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 our operational results as though each of the acquisitions completed in transition period 2014, fiscal year 2014 and fiscal year 2013 had occurred as of May 1, 2012.

 

    Eight Months
Ended
December 31,
2014		     Fiscal Year Ended
April 30,		  
      2014     2013  

Revenue

   $ 368,641      $ 502,304      $ 478,630   

Operating income

   $ 22,143      $ 12,770      $ 14,820   

Net loss attributable to common stockholders

   $ (6,015 )    $ (22,775 )    $ (53,759 ) 

Basic net loss per common share attributable to common stockholders

   $ (0.15 )    $ (0.57 )    $ (1.58 ) 
 

 

 

    

 

 

    

 

 

  

Basic and diluted weighted average shares outstanding

     40,262        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.