Discontinued Operations
12 Months Ended
Dec. 31, 2016
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations
3. Discontinued Operations

In June 2009, Petroleos de Venezuela S.A. (“PDVSA”) commenced taking possession of our assets and operations in a number of our locations in Venezuela, and by the end of the second quarter of 2009, PDVSA had assumed control over substantially all of our assets and operations in Venezuela. The expropriation of our business in Venezuela meets the criteria established for recognition as discontinued operations under GAAP. Therefore, our Venezuelan contract operations business is reflected as discontinued operations in our financial statements.

In March 2010, our Spanish subsidiary filed a request for the institution of an arbitration proceeding against Venezuela with the International Centre for Settlement of Investment Disputes (“ICSID”) related to the seized assets and investments under the agreement between Spain and Venezuela for the Reciprocal Promotion and Protection of Investments and under Venezuelan law. The arbitration hearing occurred in July 2012.

In August 2012, our Venezuelan subsidiary sold its previously nationalized assets to PDVSA Gas, S.A. (“PDVSA Gas”) for a purchase price of approximately $441.7 million. We received an initial payment of $176.7 million in cash at closing, of which we remitted $50.0 million to repay the amount we collected in January 2010 under the terms of an insurance policy we maintained for the risk of expropriation. We received installment payments, including an annual charge, totaling $38.8 million, $56.6 million and $72.6 million during the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016, the remaining principal amount due to us was approximately $33 million. We have not recognized amounts payable to us by PDVSA Gas as a receivable and will therefore recognize payments received in the future as income from discontinued operations in the periods such payments are received. The proceeds from the sale of the assets are not subject to Venezuelan national taxes due to an exemption allowed under the Venezuelan Reserve Law applicable to expropriation settlements. In addition, and in connection with the sale, we and the Venezuelan government agreed to waive rights to assert certain claims against each other.

In connection with the sale of these assets, we have agreed to suspend the arbitration proceeding previously filed by our Spanish subsidiary against Venezuela pending payment in full by PDVSA Gas of the purchase price for these nationalized assets.

In accordance with the separation and distribution agreement, a subsidiary of Archrock has the right to receive payments from EESLP based on a notional amount corresponding to payments received by our subsidiaries from PDVSA Gas in respect of the sale of our previously nationalized assets promptly after such amounts are collected by our subsidiaries. Pursuant to the separation and distribution agreement, we transferred cash of $38.8 million to Archrock during the year ended December 31, 2016. The transfer of cash was recognized as a reduction to additional paid-in capital in our financial statements. See Note 21 for further discussion related to our contingent liability to Archrock.

In the first quarter of 2016, we began executing a plan to exit certain Belleli businesses to focus on our core oil and gas businesses. Specifically, we began marketing for sale the Belleli CPE business comprising of engineering, procurement and manufacturing services related to the manufacture of critical process equipment for refinery and petrochemical facilities (referred to as “Belleli CPE” or the “Belleli CPE business” herein). In addition, we began executing our exit of the Belleli EPC business that has historically been comprised of engineering, procurement and construction for the manufacture of tanks for tank farms and the manufacture of evaporators and brine heaters for desalination plants in the Middle East (referred to as “Belleli EPC” or the “Belleli EPC business” herein). Belleli CPE met the held for sale criteria and is reflected as discontinued operations in our financial statements for all periods presented. In August 2016, we completed the sale of our Belleli CPE business to Tosto S.r.l. for cash proceeds of $5.5 million. Belleli CPE was previously included in our former product sales segment. In conjunction with the planned disposition of Belleli CPE, we recorded impairments of long-lived assets and current assets that totaled $68.8 million during the year ended December 31, 2016. The impairment charges are reflected in income (loss) from discontinued operations, net of tax. In accordance with GAAP, Belleli EPC will be reflected as discontinued operations upon the substantial cessation of the remaining non-oil and gas business. During the first quarter of 2016, we ceased the booking of new orders for our Belleli EPC business. Our plan to exit our Belleli EPC business resulted in a reduction in the remaining useful lives of the assets that are currently used in the Belleli EPC business and a long-lived asset impairment charge of $0.7 million impacting results from continuing operations during the year ended December 31, 2016. Belleli EPC is represented by our Belleli EPC product sales segment.

The following table summarizes the operating results of discontinued operations (in thousands):
 
Years Ended December 31,
 
2016
 
2015
 
2014
 
Venezuela
 
Belleli CPE
 
Total
 
Venezuela
 
Belleli CPE
 
Total
 
Venezuela
 
Belleli CPE
 
Total
Revenue
$

 
$
28,469

 
$
28,469

 
$

 
$
60,138

 
$
60,138

 
$

 
$
42,947

 
$
42,947

Cost of sales (excluding depreciation and amortization expense)

 
27,323

 
27,323

 

 
55,169

 
55,169

 

 
41,494

 
41,494

Selling, general and administrative
54

 
4,229

 
4,283

 
185

 
3,396

 
3,581

 
479

 
4,323

 
4,802

Depreciation and amortization

 
861

 
861

 

 
3,388

 
3,388

 

 
4,103

 
4,103

Long-lived asset impairment

 
68,780

 
68,780

 

 

 

 

 

 

Recovery attributable to expropriation
(33,124
)
 

 
(33,124
)
 
(50,074
)
 

 
(50,074
)
 
(66,040
)
 

 
(66,040
)
Interest expense

 
17

 
17

 

 
(1
)
 
(1
)
 

 
27

 
27

Other (income) expense, net
(5,966
)
 
(134
)
 
(6,100
)
 
(6,243
)
 
(456
)
 
(6,699
)
 
(7,637
)
 
(985
)
 
(8,622
)
Income (loss) from discontinued operations, net of tax
$
39,036

 
$
(72,607
)
 
$
(33,571
)
 
$
56,132

 
$
(1,358
)
 
$
54,774

 
$
73,198

 
$
(6,015
)
 
$
67,183


The following table summarizes the balance sheet data for discontinued operations (in thousands):
 
December 31, 2016
 
December 31, 2015
 
Venezuela
 
Belleli CPE
 
Total
 
Venezuela
 
Belleli CPE
 
Total
Cash
$
11

 
$

 
$
11

 
$
177

 
$

 
$
177

Accounts receivable

 

 

 

 
7,810

 
7,810

Inventory

 

 

 

 
431

 
431

Costs and estimated earnings in excess of billings on uncompleted contracts

 

 

 

 
17,666

 
17,666

Other current assets
3

 

 
3

 
14

 
6,825

 
6,839

Total current assets associated with discontinued operations
14

 

 
14

 
191

 
32,732

 
32,923

Property, plant and equipment, net

 

 

 

 
38,274

 
38,274

Intangible and other assets, net

 

 

 

 
7

 
7

Total assets associated with discontinued operations
$
14

 
$

 
$
14

 
$
191

 
$
71,013

 
$
71,204

 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
$

 
$

 
$

 
$

 
$
7,839

 
$
7,839

Accrued liabilities
906

 
207

 
1,113

 
1,249

 
2,556

 
3,805

Billings on uncompleted contracts in excess of costs and estimated earnings

 

 

 

 
2,001

 
2,001

Total current liabilities associated with discontinued operations
906

 
207

 
1,113

 
1,249

 
12,396

 
13,645

Other long-term liabilities
2

 

 
2

 
158

 
5,917

 
6,075

Total liabilities associated with discontinued operations
$
908

 
$
207

 
$
1,115

 
$
1,407

 
$
18,313

 
$
19,720