(B) CRS ACQUISITION

On November 14, 2014, Northern White Sand LLC (“NWS”), a wholly owned subsidiary of the Company, completed the acquisition (the “CRS Acquisition”) of the outstanding equity interest in CRS Holdco LLC, CRS Proppants LLC and Great Northern Sand LLC and related entities (collectively “CRS Proppants”). CRS Proppants is a supplier of frac sand to the energy industry, and its business currently consists of a frac sand mine in New Auburn, Wisconsin, and a transload network into Texas and southwest Oklahoma.

Purchase Price: The purchase price (the “Purchase Price”) of the CRS Acquisition was approximately $237.2 million, including approximately $8.9 million of in-process capital expenditures paid as of the closing date. The purchase price is subject to further adjustment to reflect actual working capital acquired at the closing. We funded the payment of the Purchase Price at closing and expenses incurred in connection with the CRS Acquisition through borrowings under our bank credit facility, which was amended and restated on October 30, 2014. See Footnote (E) of the Notes to Consolidated Financial Statements for more information about the amended bank credit facility.

Recording of assets acquired and liabilities assumed: The transaction has been accounted for using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The Company has engaged a third-party to perform appraisal valuation to support the Company’s preliminary estimate of the fair value of certain assets acquired in the CRS Acquisition. The working capital amounts paid at the closing are subject to certain changes to reflect actual working capital. Additionally, the amounts assigned to property, plant and equipment and intangible assets, are preliminary and subject to change, though it is possible other values may change as well. Included in the assets acquired, and liabilities assumed, are two long-term sales agreements that included prepayments for future sales under the agreement, with such prepayments classified as liabilities. Additionally, one of the agreements is with a customer that is currently in bankruptcy, and is not expected to fulfill its obligation under the contract. We have been indemnified by the former owner against any loss related to this contract, and such indemnity has been valued at fair value and recorded as an asset at the date of the acquisition.

The preparation of the valuation of the assets acquired and liabilities assumed in the CRS Acquisition requires the use of significant assumptions and estimates. Critical estimates include, but are not limited to, future expected cash flows, including projected revenues and expenses, and applicable discount rates. These estimates are based on assumptions that we believe to be reasonable. However, actual results may differ from these estimates.

The following table summarizes the provisional allocation of the estimated Purchase Price to assets acquired and liabilities assumed as of the acquisition date:

Purchase price allocation at acquisition date (in thousands)	As of November 14, 2014
Cash and cash equivalents	$	219
Accounts Receivable		14,640
Inventories		9,627
Prepaid and Other Assets		753
Property and Equipment		192,738
Intangible Assets		56,200
Indemnity under Sales Agreement		14,810
Other Assets		1,120
Accounts Payable		(4,343	)
Accrued Liabilities		(2,585	)
Obligations under Long-term Sales Agreements		(28,131	)
Asset Retirement Obligation		(4,112	)
Deferred Taxes		(13,765	)
Total Net Assets		237,171
Goodwill		—
Total Estimated Purchase Price	$	237,171

Intangible Assets: The following table is a summary of the fair value estimates of the identifiable intangible assets (in thousands) and their weighted-average useful lives:

	Weighted Average Life		Estimated Fair Value
Customer Relationships		4		56,000
Permits		40		200
Total Intangible Assets			$	56,200

Actual and pro forma impact of the CRS Acquisition: The following table presents the net sales and operating loss of CRS Proppants that has been included in our consolidated statement of earnings from November 14, 2014 through the end of the fiscal year:

	Fiscal Year Ended March 31, 2015
	(dollars in thousands)
Revenues	$	28,035
Operating Loss	$	5,002

Operating loss shown above has been impacted by approximately $6.4 million of depreciation and amortization and approximately $1.5 million related to the impact of recording acquired inventory at fair value.

The Company previously reported the estimated purchase price allocation in its Quarterly Report on Form 10-Q for the period ended December 31, 2014. During the fiscal fourth quarter, we finalized our valuation of the customer relationships, property plant and equipment and both our reclamation liability and reclamation asset. Also, the changes above, as well as the determination of the tax basis in the entities acquired, impacted our deferred tax liability at the acquisition date. The impact of the above changes increased our customer relationship intangible asset by approximately $8.0 million, reduced our deferred tax liability by approximately $6.2 million, increased our asset retirement obligation by approximately $3.6 million and decreased property, plant and equipment by approximately $10.9 million. We made other minor changes to working capital and reclassified certain amounts to reflect post-closing information. The final purchase price allocation is still pending certain working capital and tax basis adjustments. We will finalize the amounts recognized as the information necessary to complete the analyses is obtained. We expect to finalize these amounts during the first half of fiscal 2016.

The unaudited pro forma results presented below include the effects of the CRS Acquisition as if it had been consummated as of April 1, 2013. The pro forma results include the amortization associated with an estimate for acquired intangible assets and interest expense associated with debt used to fund the CRS Acquisition and depreciation from the fair value adjustments for property and equipment. To better reflect the combined operating results, material nonrecurring charges directly related to the CRS Acquisition of $1.1 million have been excluded from pro forma net income for fiscal 2015.

	For the Fiscal Year Ended March 31,
	2015		2014
	(dollars in thousands)
Revenues	$	1,124,755	$	961,006
Net Income	$	188,715	$	107,764
Earnings per share – basis	$	3.80	$	2.20
Earnings per share - diluted	$	3.75	$	2.16

The pro forma results do not include any anticipated synergies or other expected benefits of the CRS Acquisition. Accordingly, the unaudited pro forma results are not necessarily indicative of either future results of operations or results that might have been achieved had the CRS Acquisition been consummated as of April 1, 2013.

On March 3, 2015, we entered into an asset purchase agreement to acquire a 600,000 ton per year Granulated Ground Blast Furnace Slag (“GGBFS”) plant in South Chicago (the “Skyway Plant”) with Holcim (US) Inc. (“Holcim”) and an affiliate of Holcim (the “Skyway Acquisition”). Among other applications, GGBFS is used in conjunction with Portland cement to make durable concrete structures. The Skyway Plant purchases its primary raw material, slag, pursuant to a long term supply agreement with a third party.

The purchase price (the “Skyway Purchase Price”) to be paid by us in the Skyway Acquisition is approximately $30.0 million in cash, subject to customary post-closing adjustments. We expect to fund the payment of the Skyway Purchase Price and expenses incurred in connection with the Skyway Acquisition through operating cash flow. We will assume certain liabilities, including contractual obligations, related to the Skyway Plant. The Skyway Acquisition is conditioned on the closing of the Lafarge S.A.-Holcim Ltd. merger and is expected to close during our fiscal 2016 second quarter.