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Business Combinations And Discontinued Operations | 3 Months Ended
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Mar. 31, 2022
Business Combinations [Abstract] |
Business Combinations And Discontinued Operations |
3. | Business Combinations and Discontinued Operations
Business Combinations In October 2021, the Company completed the acquisition of Lehigh Hanson, Inc.’s West Region business (Lehigh West Region) for $2.26 billion. The acquisition was primarily financed using proceeds from the issuance of publicly traded debt. These operations provided a new upstream, materials-led growth platform across several of the nation’s largest and fastest-growing megaregions in California and Arizona. The results from the acquired business are included in the Company’s West Group. The Company determined fair values of assets acquired and liabilities assumed. Although the initial accounting for the business combination has been recorded, these amounts are subject to change during the measurement period, which extends no longer than one year from the consummation date based on additional reviews, such as asset verification. Therefore, the measurement period remains open as of March 31, 2022. Specific accounts subject to ongoing purchase accounting adjustments included, but are not limited to, property, plant and equipment; lease assets and liabilities; goodwill; intangible assets; asset retirement obligations; and other liabilities. The goodwill generated by the transaction is deductible for income tax purposes. The following is a summary of the preliminary estimated fair values of the assets acquired and liabilities assumed as of October 1, 2021 (dollars in millions):
Assets: |  |  |  |
Inventories |  | $ | 94.1 |
Property, plant and equipment |  |  | 850.2 |
Intangible assets, other than goodwill |  |  | 551.0 |
Goodwill |  |  | 992.8 |
Other assets |  |  | 54.6 |
Total assets |  |  | 2,542.7 |
Liabilities: |  |  |  |
Asset retirement obligations |  |  | 178.9 |
Operating and finance lease liabilities |  |  | 57.5 |
Other liabilities |  |  | 41.7 |
Total liabilities |  |  | 278.1 |
Total consideration |  | $ | 2,264.6 |
In July 2021, the Company acquired assets of Southern Crushed Concrete (SCC) in the Houston area, one of the country’s largest addressable aggregates markets. SCC was a leading producer of recycled concrete, which is principally used as a base aggregates product in infrastructure, commercial and residential construction applications. Although the initial accounting for the business combination has been recorded, the fair values of these amounts are subject to change during the measurement period, which remains open as of March 31, 2022. The goodwill generated by the transaction is deductible for income tax purposes. The results from the acquired business are included in the Company’s West Group, but are immaterial for pro-forma financial statement disclosures. In April 2021, the Company completed the acquisition of Tiller Corporation (Tiller), a leading aggregates and hot mix asphalt supplier in the Minneapolis/St. Paul area, which is one of the largest and fastest-growing midwestern metropolitan areas. The Tiller acquisition complemented the Company’s existing product offerings in the surrounding areas. The Company has recorded fair values of the assets acquired and liabilities assumed, which are subject to asset verification and a normal post-closing working capital adjustment. Although the initial accounting for the business combination has been recorded, the fair values of these amounts are subject to change during the measurement period, which remains open as of March 31, 2022. The goodwill generated by the transaction is deductible for income tax purposes. The results from the acquired business are included in the Company’s East Group, but are immaterial for pro-forma financial statement disclosures. Discontinued Operations Discontinued operations include the cement and California ready-mixed concrete businesses acquired as part of the Lehigh West Region acquisition. Discontinued operations for the quarter ended March 31, 2022 include the following:
(Dollars in Millions) |  |  |  |
Total revenues |  | $ | 94.7 |
Loss from operations |  | $ | (4.0 | )
Pretax loss |  | $ | (4.1 | )
Income tax benefit |  |  | 1.0 |
Net loss |  | $ | (3.1 | )
Total cash used for operating and investing activities for the discontinued operations was $14.0 million, including $8.6 million in capital expenditures, for the quarter ended March 31, 2022. Non-cash items related to operating and investing activities for the discontinued operations were immaterial for the quarter ended March 31, 2022. Assets Held for Sale. On March 1, 2022, the Company announced a definitive agreement to sell the Redding, California cement plant, related cement distribution terminals and 14 California ready mix operations for $250 million in cash. The transaction is expected to close in the second half of 2022, subject to customary regulatory approvals and closing conditions. The Company did not record any amortization or depreciation expense related to these businesses for the quarter ended March 31, 2022, as these are classified as assets held for sale. During the quarter, the Company reached agreement with one of the nation’s largest privately-owned concrete producers to divest the Colorado and Central Texas ready mix concrete operations, which was completed on April 1, 2022. This opportunity optimized the Company’s aggregates-led portfolio and improved its ability to generate generally more attractive margins over the long term by reducing both business cyclicality and exposure to raw material cost inflation. Assets and liabilities held for sale as of March 31, 2022 and December 31, 2021, which also include a cement plant in Tehachapi, California; related cement distribution terminals; the remaining California ready mixed concrete plants; certain investment properties; and the Colorado and Central Texas ready mixed concrete operations, which were only classified as held for sale as of March 31, 2022 (see Note 14), are as follows:
|  | March 31, 2022 |  |  | December 31, 2021 |
|  | Continuing Operations |  |  | Discontinued Operations |  |  | Total |  |  | Continuing Operations |  |  | Discontinued Operations |  |  | Total |
|  | (Dollars in Millions) |
Inventories, net |  | $ | 8.9 |  |  | $ | 41.8 |  |  | $ | 50.7 |  |  | $ | — |  |  | $ | 53.1 |  |  | $ | 53.1 |
Investment land |  |  | 40.7 |  |  |  | — |  |  |  | 40.7 |  |  |  | 32.7 |  |  |  | — |  |  |  | 32.7 |
Other assets |  |  | 0.5 |  |  |  | 29.3 |  |  |  | 29.8 |  |  |  | — |  |  |  | 16.4 |  |  |  | 16.4 |
Total current assets held for sale |  | $ | 50.1 |  |  | $ | 71.1 |  |  | $ | 121.2 |  |  | $ | 32.7 |  |  | $ | 69.5 |  |  | $ | 102.2 |
Property, plant and equipment |  | $ | 65.6 |  |  | $ | 226.9 |  |  | $ | 292.5 |  |  | $ | — |  |  | $ | 226.0 |  |  | $ | 226.0 |
Intangible assets, excluding goodwill |  |  | 5.7 |  |  |  | 264.9 |  |  |  | 270.6 |  |  |  | — |  |  |  | 264.9 |  |  |  | 264.9 |
Operating lease right-of-use assets |  |  | 7.4 |  |  |  | 18.9 |  |  |  | 26.3 |  |  |  | — |  |  |  | 18.1 |  |  |  | 18.1 |
Goodwill |  |  | 115.9 |  |  |  | 104.7 |  |  |  | 220.6 |  |  |  | — |  |  |  | 109.3 |  |  |  | 109.3 |
Other assets |  |  | — |  |  |  | 8.9 |  |  |  | 8.9 |  |  |  | — |  |  |  | 4.6 |  |  |  | 4.6 |
Valuation allowance for loss on sale |  |  | — |  |  |  | (6.0 | ) |  |  | (6.0 | ) |  |  | — |  |  |  | (6.0 | ) |  |  | (6.0 | )
Total noncurrent assets held for sale |  | $ | 194.6 |  |  | $ | 618.3 |  |  | $ | 812.9 |  |  | $ | — |  |  | $ | 616.9 |  |  | $ | 616.9 |
Lease obligations |  | $ | (1.0 | ) |  | $ | (8.3 | ) |  | $ | (9.3 | ) |  | $ | — |  |  | $ | (7.5 | ) |  | $ | (7.5 | )
Total current liabilities held for sale |  | $ | (1.0 | ) |  | $ | (8.3 | ) |  | $ | (9.3 | ) |  | $ | — |  |  | $ | (7.5 | ) |  | $ | (7.5 | )
Asset retirement obligations |  | $ | (0.7 | ) |  | $ | (32.7 | ) |  | $ | (33.4 | ) |  | $ | — |  |  | $ | (31.5 | ) |  | $ | (31.5 | )
Lease obligations |  |  | (6.8 | ) |  |  | (23.2 | ) |  |  | (30.0 | ) |  |  | — |  |  |  | (22.0 | ) |  |  | (22.0 | )
Other liabilities |  |  | — |  |  |  | (0.5 | ) |  |  | (0.5 | ) |  |  | — |  |  |  | — |  |  |  | — |
Total noncurrent liabilities held for sale |  | $ | (7.5 | ) |  | $ | (56.4 | ) |  | $ | (63.9 | ) |  | $ | — |  |  | $ | (53.5 | ) |  | $ | (53.5 | )

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