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Acquisition
3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
Acquisition
Acquisition
As described in Note 1, on the Acquisition Date, the Company completed the acquisition of Carbon Solutions (the "Carbon Solutions Acquisition") for a total purchase price of $75.0 million (the "Purchase Price"). The fair value of the purchase consideration totaled $66.5 million, less cash acquired of $3.3 million, and the assumption of debt and contractual commitments of $11.8 million. The Company also paid $4.5 million in acquisition-related costs (or transaction costs). The Company funded the cash consideration from cash on hand and the proceeds from the Term Loan and Security Agreement (the "Senior Term Loan") in the principal amount of $70.0 million, as more fully described in Note 5.
The following table summarizes the final purchase price allocation. Subsequent to the Acquisition Date, the Company completed additional analysis and adjustments were made to the preliminary purchase price allocations as noted in the table below:
Fair value of assets acquired:
 
As Originally Reported
 
Adjustments
 
As Adjusted
Cash
 
$
3,284

 
$

 
$
3,284

Receivables
 
6,409

 

 
6,409

Inventories
 
22,100

 
(356
)
 
21,744

Prepaid expenses and other current assets
 
2,992

 
61

 
3,053

Spare parts
 
3,359

 

 
3,359

Property, plant and equipment
 
43,033

 
(377
)
 
42,656

Mine leases and development
 
2,500

 
200

 
2,700

Mine reclamation asset
 

 
2,402

 
2,402

Intangible assets
 
4,000

 
100

 
4,100

Other assets
 
168

 

 
168

Amount attributable to assets acquired
 
87,845

 
2,030

 
89,875

 
 
 
 
 
 
 
Fair value of liabilities assumed:
 
 
 
 
 
 
Accounts payable
 
4,771

 

 
4,771

Accrued liabilities
 
7,354

 
254

 
7,608

Equipment lease liabilities
 
8,211

 

 
8,211

Mine reclamation liability
 
626

 
1,776

 
2,402

Other liabilities
 
437

 

 
437

Amount attributable to liabilities assumed
 
21,399

 
2,030

 
23,429

 
 
 
 
 
 
 
Net assets acquired
 
$
66,446

 
$

 
$
66,446


Adjustments to the preliminary purchase price allocation primarily related to changes in fair values assigned to property, plant and equipment, intangible assets, mine reclamation liability and the related mine reclamation asset as a result of the final valuation report from the Company's third-party valuation firm issued in May 2019. During the three months ended June 30, 2019 based on new information of facts and circumstances that existed as of the Acquisition Date, the Company revised its estimates used as of the Acquisition Date related to the net realizable value of certain finished goods inventory items as well as values assigned to certain prepaid and accrued expense items.
The following table represents the intangible assets, as adjusted for purchase price adjustments noted above, identified as part of the Carbon Solutions Acquisition:
(in thousands)
 
Amount
 
Weighted Average Useful Life (years)
Customer relationships
 
$
2,200

 
5
Developed technology
 
1,600

 
5
Trade name
 
300

 
2
Total intangibles acquired
 
$
4,100