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Discontinued Operations
 9 Months Ended
Sep. 30, 2019
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations Discontinued Operations
During the fourth quarter of 2018, the Company initiated and began executing a strategic plan to sell its Consumer and Industrial Chemistry Technologies (“CICT”) segment. An investment banking advisory services firm was engaged and actively marketed this segment.
The Company met all of the criteria to classify the CICT segment’s assets and liabilities as held for sale in the fourth quarter 2018. The Company has classified the assets, liabilities, and results of operations for this segment as “Discontinued Operations” for all periods presented.
Disposal of the CICT reporting segment represented a strategic shift that will have a major effect on the Company’s operations and financial results.
On January 10, 2019, the Company entered into a Share Purchase Agreement with Archer-Daniels-Midland Company (“ADM”) for the sale of all of the shares representing membership interests in its wholly owned subsidiary, Florida Chemical Company, LLC, which represented the CICT segment.
Effective February 28, 2019, the Company completed the sale of the CICT segment to ADM for $175.0 million in cash consideration, with $4.4 million temporarily held in escrow by ADM for post-closing working capital adjustments for up to 90 days and $13.1 million temporarily held in escrow to satisfy potential indemnification claims by ADM with anticipated releases at 6 months, 12 months, and 15 months. As of September 30, 2019, the escrow balance including interest was $12.5 million reflected in other current assets.
Pursuant to the dispute resolution procedures set forth in the Share Purchase Agreement, the Company and ADM are in the process of engaging a neutral third party arbitrator to help reach agreement on the final post-closing working capital adjustment.
Concurrent with the closing of the sale of the CICT segment, the Company retained $11.1 million of historical inventory previously held by the CICT segment. In addition, the Company executed a long-term supply agreement for terpene. The term of the agreement runs through September 2023, with an option to extend for an additional year. The remaining minimum commitment of the agreement at September 30, 2019 is $72 million.
The following summarized financial information has been segregated from continuing operations and reported as Discontinued Operations for the three and nine months ended September 30, 2019 and 2018 (in thousands):
 
Three months ended September 30,
 
Nine months ended September 30,
 
2019
 
2018
 
2019
 
2018
Consumer and Industrial Chemistry Technologies
 
 
 
 
 
 
 
Revenue
$
—

 
$
17,280

 
$
11,031

 
$
56,267

Operating expenses
—

 
(15,562
)
 
(11,572
)
 
(49,797
)
Depreciation and amortization
—

 
(699
)
 
—

 
(2,049
)
Research and development
—

 
(161
)
 
(69
)
 
(483
)
(Loss) income from operations
—

 
858

 
(610
)
 
3,938

Other income
—

 
59

 
35

 
251

Gain on sale of business
148

 
—

 
67,842

 
—

Income before income taxes
148

 
917

 
67,267

 
4,189

Income tax expense
(31
)
 
(6
)
 
(20,386
)
 
(13
)
Net income from discontinued operations
$
117

 
$
911

 
$
46,881

 
$
4,176


The assets and liabilities held for sale on the Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018, are as follows (in thousands):
 
Consumer and Industrial Chemistry Technologies
 
September 30, 2019
 
December 31, 2018
Assets:
 
 
 
Accounts receivable, net
$
—

 
$
10,547

Inventories, net
—

 
52,069

Other current assets
—

 
446

Property and equipment, net
—

 
15,899

Goodwill
—

 
19,480

Other intangible assets, net
—

 
20,029

Assets held for sale
—

 
118,470

Valuation allowance
—

 
—

Assets held for sale, net
$
—

 
$
118,470

Liabilities:
 
 
 
Accounts payable
$
—

 
$
8,883

Accrued liabilities
—

 
291

Liabilities held for sale
$
—

 
$
9,174