XML 32 R9.htm IDEA: XBRL DOCUMENT v2.4.0.8
Discontinued Operations
9 Months Ended
Sep. 30, 2014
Discontinued Operations  
Discontinued Operations

2.  Discontinued Operations

 

In May 2009, the Venezuelan government enacted a law that reserves to the State of Venezuela certain assets and services related to hydrocarbon activities, which included substantially all of our assets and services in Venezuela. The law provides that the reserved activities are to be performed by the State, by the State-owned oil company, Petroleos de Venezuela S.A. (“PDVSA”), or its affiliates, or through mixed companies under the control of PDVSA or its affiliates. The law authorizes PDVSA or its affiliates to take possession of the assets and take over control of those operations related to the reserved activities as a step prior to the commencement of an expropriation process, and permits the national executive of Venezuela to decree the total or partial expropriation of shares or assets of companies performing those services.

 

In June 2009, 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 condensed consolidated 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 installment payments, including an annual charge, totaling $18.2 million and $17.4 million during the three months ended September 30, 2014 and 2013, respectively, and $54.1 million and $51.7 million during the nine months ended September 30, 2014 and 2013, respectively. The remaining principal amount due to us of approximately $133 million as of September 30, 2014, is payable in quarterly cash installments through the third quarter of 2016. We have not recognized amounts payable to us by PDVSA Gas as a receivable and will therefore recognize quarterly 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 June 2012, we committed to a plan to sell our Canadian Operations as part of our continued emphasis on simplification and focus on our core businesses. In July 2013, we completed the sale of our Canadian Operations. Our Canadian Operations are reflected as discontinued operations in our condensed consolidated financial statements. These operations were previously included in our North American contract operations and aftermarket services business segments. In connection with the planned disposition, we recorded impairment charges totaling $6.0 million during the nine months ended September 30, 2013. The impairment charges are reflected in income from discontinued operations, net of tax, in our condensed consolidated statements of operations.

 

In July 2013, we completed the sale of our Canadian Operations to Ironline Compression Holdings LLC, an affiliate of Staple Street Capital L.L.C. We received the following consideration for the sale of the Canadian Operations (specified in either U.S. dollars (“$”) or Canadian dollars (“CDN$”)): (i) cash proceeds of $12.3 million, net of transaction expenses, (ii) a note receivable of CDN$8.1 million, (iii) contingent consideration of CDN$5.0 million based upon the Canadian Operations reaching a specified performance threshold prior to December 31, 2016 and (iv) a potential tax refund related to the Canadian Operations of CDN$1.6 million if such amounts are received by the Canadian Operations.

 

In December 2013, we abandoned our contract water treatment business as part of our continued emphasis on simplification and focus on our core businesses. The abandonment of this business meets the criteria established for recognition as discontinued operations under GAAP. Therefore, our contract water treatment business is reflected as discontinued operations in our condensed consolidated financial statements. This business was previously included in our North American contract operations business segment. During the nine months ended September 30, 2013, we evaluated our contract water treatment business and recorded impairment charges of $2.4 million. The impairment charges are reflected in income from discontinued operations, net of tax, in our condensed consolidated statement of operations.

 

The following tables summarize the operating results of discontinued operations (in thousands):

 

 

 

Three Months Ended September 30, 2014

 

Three Months Ended September 30, 2013

 

 

 

Venezuela

 

Contract
Water

Treatment
Business

 

Total

 

Venezuela

 

Canada

 

Contract
Water

Treatment
Business

 

Total

 

Revenue

 

$

 

$

 

$

 

$

 

$

 

$

419

 

$

419

 

Expenses and selling, general and administrative

 

84

 

187

 

271

 

423

 

 

710

 

1,133

 

Loss (recovery) attributable to expropriation and impairments

 

(16,539

)

319

 

(16,220

)

(16,489

)

 

2,355

 

(14,134

)

Other (income) loss, net

 

(1,880

)

 

(1,880

)

(847

)

(598

)

1,032

 

(413

)

Benefit from income taxes

 

 

(174

)

(174

)

 

 

(1,288

)

(1,288

)

Income (loss) from discontinued operations, net of tax

 

$

18,335

 

$

(332

)

$

18,003

 

$

16,913

 

$

598

 

$

(2,390

)

$

15,121

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2014

 

Nine Months Ended September 30, 2013

 

 

 

Venezuela

 

Contract
Water

Treatment
Business

 

Total

 

Venezuela

 

Canada

 

Contract
Water

Treatment
Business

 

Total

 

Revenue

 

$

 

$

 

$

 

$

 

$

24,458

 

$

3,338

 

$

27,796

 

Expenses and selling, general and administrative

 

329

 

364

 

693

 

731

 

21,810

 

2,518

 

25,059

 

Loss (recovery) attributable to expropriation and impairments

 

(49,523

)

319

 

(49,204

)

(49,916

)

6,000

 

2,355

 

(41,561

)

Other (income) loss, net

 

(5,738

)

(27

)

(5,765

)

(3,439

)

(86

)

1,015

 

(2,510

)

Provision for (benefit from) income taxes

 

 

(223

)

(223

)

 

172

 

(895

)

(723

)

Income (loss) from discontinued operations, net of tax

 

$

54,932

 

$

(433

)

$

54,499

 

$

52,624

 

$

(3,438

)

$

(1,655

)

$

47,531

 

 

The following table summarizes the balance sheet data for discontinued operations (in thousands):

 

 

 

September 30, 2014

 

December 31, 2013

 

 

 

Venezuela

 

Contract
Water

Treatment
Business

 

Total

 

Venezuela

 

Contract
Water

Treatment
Business

 

Total

 

Cash

 

$

79

 

$

 

$

79

 

$

74

 

$

 

$

74

 

Accounts receivable

 

 

68

 

68

 

1

 

287

 

288

 

Inventory

 

 

36

 

36

 

 

50

 

50

 

Other current assets

 

6

 

 

6

 

16

 

14

 

30

 

Total current assets associated with discontinued operations

 

85

 

104

 

189

 

91

 

351

 

442

 

Property, plant and equipment, net

 

 

 

 

 

560

 

560

 

Deferred tax assets

 

 

18,977

 

18,977

 

 

20,358

 

20,358

 

Total assets associated with discontinued operations

 

$

85

 

$

19,081

 

$

19,166

 

$

91

 

$

21,269

 

$

21,360

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

214

 

$

2

 

$

216

 

$

366

 

$

2

 

$

368

 

Accrued liabilities

 

1,130

 

691

 

1,821

 

1,998

 

867

 

2,865

 

Total current liabilities associated with discontinued operations

 

1,344

 

693

 

2,037

 

2,364

 

869

 

3,233

 

Other long-term liabilities

 

291

 

 

291

 

447

 

 

447

 

Total liabilities associated with discontinued operations

 

$

1,635

 

$

693

 

$

2,328

 

$

2,811

 

$

869

 

$

3,680