(B) ACQUISITIONS

Fairborn Acquisition

On February 10, 2017, we completed the previously announced acquisition (the Fairborn Acquisition) of certain assets of Cemex Construction Materials Atlantic, LLC (the Seller). The assets acquired by the Company in the Fairborn Acquisition include a cement plant located in Fairborn, Ohio, a cement distribution terminal located in Columbus, Ohio, and certain other related assets.

Purchase Price

The purchase price (the Fairborn Purchase Price) of the Fairborn Acquisition was approximately $400.5 million. We funded the payment of the Fairborn Purchase Price at closing and expenses incurred in connection with the Fairborn Acquisition through a combination of cash on hand and borrowings under our bank credit facility.

Recording of assets acquired and liabilities assumed

The transaction has been accounted for using the acquisition method of accounting. This requires, among other things, that assets acquired and liabilities assumed are recognized at their fair values as of the acquisition date. The Company 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 Fairborn Acquisition.

During the quarter ended December 31, 2017, we completed our mine plan enabling us to finalize the asset retirement obligation at the date of purchase. Based on the updated mine plan, the asset retirement obligation and corresponding asset was revised to approximately $2.8 million from $4.0 million.

The preparation of the valuation of the assets acquired and liabilities assumed in the Fairborn Acquisition requires the use of significant assumptions and estimates. Critical estimates include, but are not limited to, replacement value and condition of property and equipment, future expected cash flows, including projected revenue and expenses, and applicable discount rates for intangible and other assets. 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 allocation of the Fairborn Purchase Price to assets acquired and liabilities assumed as of the acquisition date:

Purchase Price Allocation at Acquisition Date

	As of February 10, 2017
	(dollars in thousands)
Inventories	$	11,106
Property and Equipment		314,897
Intangible Assets		10,000
Other Assets		2,820
Asset Retirement Obligation		(2,820	)
Total Net Assets		336,003
Goodwill		64,485
Total Estimated Purchase Price	$	400,488

Goodwill represents the excess purchase price over the fair values of assets acquired and liabilities assumed. The goodwill was generated by the availability of co-product sales and the opportunity associated with the expansion of our cement business to the eastern region of the United States. All the goodwill generated by the transaction will be deductible for income tax purposes.

Intangible Assets

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

	Weighted Average Life		Estimated Fair Value
Customer Relationships		15		9,000
Permits		40		1,000
Total Intangible Assets			$	10,000

Actual and pro forma impact of the Fairborn Acquisition

The following table presents the net sales and operating loss related to the Fairborn Acquisition that has been included in our Consolidated Statement of Earnings from February 10, 2017 through the end of the fiscal year:

	For the Fiscal Year Ended March 31,
	2017
	(dollars in thousands)
Revenue	$	7,022
Operating Income (Loss)	$	(2,394	)

Operating Income shown above for fiscal 2018 has been affected by approximately $14.6 million and $0.5 million related to depreciation and amortization, and the recording of acquired inventory at fair value, respectively. Operating Loss shown above for fiscal 2017 was affected by approximately $1.9 million and $1.5 million related to depreciation and amortization, and the recording of acquired inventory at fair value, respectively.

The unaudited pro forma results presented below include the effects of the Fairborn Acquisition as if it had been consummated as of April 1, 2015. The pro forma results include the amortization associated with an estimate for acquired intangible assets, interest expense associated with debt used to fund the Fairborn Acquisition, and depreciation from the fair value adjustments for property and equipment. To better reflect the combined operating results, approximately $5.5 million of material nonrecurring charges have been excluded from pro forma net income for fiscal 2016.

	For the Fiscal Year Ended March 31,
	2017		2016
	(dollars in thousands)
Revenue	$	1,280,511	$	1,218,254
Net Income	$	205,343	$	156,465
Earnings per share – basis	$	4.28	$	3.16
Earnings per share - diluted	$	4.25	$	3.12

The pro forma results do not include any anticipated synergies or other expected benefits of the Fairborn 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 Fairborn Acquisition been consummated as of April 1, 2015.

Wildcat Acquisition

On July 27, 2017, we acquired all of the outstanding equity interests in Wildcat Minerals LLC (the Wildcat Acquisition). Wildcat Minerals LLC operates transload facilities serving the oil and gas industry in several oil and gas basins across the United States. The purchase price (the Purchase Price) of the Wildcat Acquisition was approximately $36.8 million, subject to adjustments for working capital and other customary post-closing adjustments. The Purchase Price was allocated as follows: approximately $3.1 million to current assets, $28.3 million to property and equipment, $1.4 million to intangible and other assets, $2.8 million to current liabilities and $6.8 million to goodwill. The Purchase Price and expenses incurred in connection with the Wildcat Acquisition were funded through operating cash flow and borrowings under our bank credit facility. Assets related to the Wildcat Acquisition will be included in the Corporate and Other segment in our segment reporting.