Business Acquisitions

6 Months Ended

Oct. 31, 2013

Business Combinations [Abstract]

Business Acquisitions

2. BUSINESS ACQUISITIONS

During the six months ended October 31, 2013, we acquired two solid waste hauling operations in the Western region for total consideration of $1,891 as of the acquisition dates, including $1,473 in cash, $36 of advanced customer billings and $382 in holdbacks to the sellers, and one solid waste hauling operation in the Eastern region for total consideration of $209 as of the acquisition date, consisting solely of 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. During the six months ended October 31, 2012, we acquired two solid waste hauling operations in the Western region for total consideration of $4,761 as of the acquisition dates, including $4,285 in cash and $476 in holdbacks to the sellers. 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 Bestway Disposal Services and BBI Waste Industries (“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 six months ended October 31, 2013 and 2012 are as follows:

	Six Months Ended October 31,
	2013			2012
Equipment	$	495		$	2,349
Goodwill		2,272			1,016
Intangible assets		1,865			1,486
Current liabilities		(38	)		(90	)
Total	$	4,594		$	4,761

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

	Three Months Ended October 31,						Six Months Ended October 31,
	2013			2012			2013			2012
Revenue	$	132,857		$	124,091		$	263,134		$	249,062
Operating income	$	9,508		$	4,897		$	19,421		$	11,177
Net loss attributable to common stockholders	$	(312	)	$	(21,016	)	$	(426	)	$	(29,442	)
Basic and diluted loss per common share attributable to common stockholders	$	(0.01	)	$	(0.68	)	$	(0.01	)	$	(1.02	)
Basic and diluted weighted average shares outstanding		39,821			30,872			39,742			28,932

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.