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| HNR > SEC Filings for HNR > Form 10-Q on 4-Nov-2008 | All Recent SEC Filings |
4-Nov-2008
Quarterly Report
Three Months Ended Nine Months Ended
September 30, September 30,
2008 2007 2008 2007
Oil production (million barrels) 1.5 1.3 3.9 4.2
Natural gas production (billion cubic feet) 2.8 3.5 9.1 10.1
Barrels of oil equivalent (million barrels) 2.0 1.9 5.5 5.9
Operating expense ($millions) 20.1 10.6 53.3 29.7
Capital expenditures ($millions) 9.1 4.4 18.5 6.0
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Crude oil delivered from the Petrodelta fields to Petroleos de Venezuela,
S.A. ("PDVSA") is priced with reference to Merey 16 published prices, weighted
for different markets and adjusted for variations in gravity and sulphur
content, commercialization costs and distortions that may occur given the
reference price and prevailing market conditions. Market prices for crude oil of
the type produced in the fields operated by Petrodelta averaged approximately
$107.92 and $96.88 a barrel, $85.21 and $82.66 net of the impact of the Law of
Special Contribution to Extraordinary Prices at the Hydrocarbons International
Market ("original Windfall Profits Tax") implemented by the Venezuelan
government, for the three and nine months ended September 30, 2008. Market
prices averaged approximately $61.74 and $53.11 a barrel for the three and nine
months ended September 30, 2007. The activity from April 1, 2006 to December 31,
2007 was recorded in the three months ended December 31, 2007. The price for
natural gas per the sales contract is $1.54 per thousand cubic feet.
Petrodelta commenced drilling operations with one rig in the Uracoa field
on April 21, 2008. As of September 30, 2008, Petrodelta had drilled and
completed four successful wells. The first drilling rig will continue to drill
in the Uracoa field. Petrodelta has contracted two additional drilling rigs, one
of which commenced drilling at the end of October 2008 and the other is being
assembled and is expected to begin drilling during the fourth quarter of 2008.
In October 2008, Petrodelta paid an advance dividend of $51.9 million,
$20.8 million net to HNR Finance ($16.6 million net to our 32 percent interest),
which represents Petrodelta's net income as reported under International
Financial Reporting Standards ("IFRS") for the six months ended June 30, 2008.
We expect to receive future advances of dividends from Petrodelta; however, we
expect the amount of any future advance dividends to be much lower over the next
several years as Petrodelta reinvests more of its earnings into the company in
support of its drilling and exploration activities.
On April 15, 2008, the Venezuelan government published in the Official
Gazette the original Windfall Profits Tax. The original Windfall Profits Tax was
based on prices for Brent crude, and, as instructed by CVP, Petrodelta applied
the original Windfall Profits Tax to net production after deduction for royalty
barrels. On July 10, 2008, the Venezuelan government published an amendment to
the Windfall Profits Tax ("amended Windfall Profits Tax") to be calculated on
the Venezuelan Export Basket ("VEB") of prices as published by the Ministry of
the People's Power for Energy and Petroleum ("MENPET"). The amended Windfall
Profits Tax was made retroactive to April 15, 2008, the date of the original
Windfall Profits Tax. As instructed by CVP, Petrodelta has applied the amended
Windfall Profits Tax to gross oil production delivered to PDVSA since April 15,
2008 when the tax was enacted.
The amended Windfall Profits Tax established a special 50 percent tax to
the Venezuelan government when the average price of the VEB exceeds $70 per
barrel. In a similar manner, the percentage is increased from 50 percent to
60 percent when the average price of the VEB exceeds $100 per barrel. The
amended Windfall Profits Tax is reported as a reduction in the price per barrel
received by Petrodelta from PDVSA and, consequently, is deductible for
Venezuelan tax purposes. Petrodelta reduced oil sales revenue for the three and
nine months ended September 30, 2008 by $34.1 million and $56.2 million,
respectively, for the amended Windfall Profits Tax.
Certain actions by PDVSA during 2008 have raised contractual questions as
to certain operational and financial issues relating to Petrodelta.
Operationally, Petrodelta has not received all information regarding production
during the conversion period for Temblador in order to invoice all volumes
produced in that field during that period. As Temblador production is handled in
PDVSA's system, PDVSA has allocated only partial, estimated production to
Petrodelta. As a result, Petrodelta has not received full credit for the
Temblador production. Although we believe the amount of production and related
revenue to be immaterial to Petrodelta, Petrodelta has not
received full payment. Discussions are ongoing to settle figures, and Petrodelta
is working to segregate completely Temblador's production.
Financially, the Conversion Contract and related documents state that
Petrodelta will issue invoices monthly to PDVSA Petroleo S.A. ("PPSA"), a
100 percent owned subsidiary of PDVSA, for hydrocarbon sales, and payment is due
from PPSA within 30 days of invoicing. Petrodelta has invoiced PPSA for 2006 and
2007 hydrocarbon sales, but PPSA has not made payment against the invoices. The
Conversion Contract and related documents also state that PDVSA is to submit
invoices to Petrodelta for services and materials rendered to Petrodelta. PDVSA
has not been issuing invoices. Since Petrodelta has not received payments from
PPSA on the hydrocarbon sales invoices issued for 2006 and 2007, in April 2008,
Petrodelta began accruing interest on late payment of invoices under the
Conversion Contract provisions. PDVSA has been netting revenues and expenses and
advancing funds to Petrodelta sufficient to pay Petrodelta's operating expenses,
capital expenditures and dividends distribution requirements according to
financial statements. It is our understanding that PDVSA considers all 2006 and
2007 receivables and payables settled with the payment of the dividend in
May 2008. The Conversion Contract also states that the selection of auditor for
Petrodelta is a decision of Petrodelta's board; however, PDVSA has issued
correspondence indicating that they will have final approval of the auditor
selected.
In September 2008, Petrodelta received communication from CVP that the
amended Windfall Profits Tax was to be calculated on gross production. Since
Petrodelta pays MENPET its royalty in-kind ("royalty barrels'), the royalty
barrels are not included in Petrodelta's production numbers, but Petrodelta is
being required to pay amended Windfall Profits Tax on the royalty barrels. Our
position is that the amended Windfall Profits Tax should only be calculated on
the net barrels produced. Based on legal advice, we believe that the amended
Windfall Profits Tax should not be calculated on gross barrels. This is not a
contractual issue, but it is a point of interpretation that requires discussion.
We have raised all of these issues with appropriate representatives of
Petrodelta, CVP and PDVSA. While we continue our discussions to resolve these
issues, there currently can be no assurances that CVP and PDVSA will comply with
all the applicable contracts and governing documents' provisions.
See the notes accompanying the financial statements in Item 1 Financial
Statements of this Quarterly Report on Form 10-Q, and Item 1 Business, Item 1A
Risk Factors and Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations in our Annual Report on Form 10-K for the
year ended December 31, 2007 for a complete description of the situation in
Venezuela and other matters.
United States Operations
We have initiated a domestic exploration program in two different basins.
We will be the operator of both exploration programs and have complemented our
existing personnel with the addition of highly experienced management and
technical personnel and with the acquisition of our 45 percent equity interest
in Fusion in 2007. Each of the exploration programs are located in highly
competitive lease acquisition areas. In order to maximize our lease position, we
elected to complete the lease acquisition phase prior to disclosure of the
prospect locations or the announcement of our drilling objectives.
Gulf Coast
We executed an Area of Mutual Intent ("AMI") agreement with a private third
party for the upper Gulf Coast Region of the United States. The AMI covers the
coastal areas from Nueces County, Texas to Cameron Parish, Louisiana, including
state waters. We will be the operator and have an initial working interest of
55 percent in the AMI. The private third party contributed two prospects,
including the leases and proprietary 3-D data sets, and numerous leads generated
over the last three decades of regional geological focus. We will fund the first
$20 million of new lease acquisitions, geological and geophysical studies,
seismic reprocessing and drilling costs. All subsequent costs will be shared
pursuant to the terms of the AMI. The parties have identified two prospects for
evaluation and have completed nearly all leasing of each prospect area. The
other party is obligated to evaluate and present additional opportunities at
their sole cost. As each prospect is accepted it will be covered by the AMI. Our
commitment for 2008 on the first prospect is to complete the lease acquisition,
seismic acquisition, reprocess well site seismic and drill the initial
exploratory well. Our commitment for 2008 on the second prospect is to acquire
leases and re-process seismic data in preparation for drilling.
The exploratory well on the first prospect in the AMI, the Harvest Hunter
#1, was spud September 10, 2008. The well was drilling at September 30, 2008 and
reached total depth on October 23, 2008. Evaluation of results from the well is
in progress. The estimated drilling budget for this well is $6.5 million.
In July 2008, we and our partner in the AMI acquired 6,510 acres of
offshore leases representing all or part of 12 separate tracts from the State of
Texas General Land Office for a total gross cost of $2.7 million. This lease
acquisition completes lease acquisition in the area and covers the Bay prospect,
which is the second exploratory prospect in the AMI. Operational activities on
this area during the three months ended September 30, 2008 included
re-processing of 3-D seismic, site surveying and preparation of engineering
documents which will be integrated into permit applications for the project.
Other United States
We have entered into an agreement with a private party to pursue a lease
acquisition program and drilling program on a project in another United States
basin. The leasing program is ongoing, and, for competitive purposes, the
prospect area will not be disclosed prior to the completion of leasing. We will
be the operator and have a working interest of 50 percent in the project. The
other party is obligated to assemble the lease position on the project. We will
earn our 50 percent working interest in the project by compensating the other
party for leases acquired in accordance with terms defined in the agreement, and
by drilling one test well at Harvest's sole expense. Our commitment for 2008 is
to complete the lease acquisition program and initiate preparations to acquire
seismic data over a portion of the prospect area. Initial drilling on the
prospect will likely occur in 2009.
In September 2008, we hired our first two employees in the basin, and these
employees are based in the field operations office. In October 2008, we leased a
field operations office in the basin to support the leasing program,
preparations for initial drilling and other project development activities in
the area. The office lease is a two year lease for approximately 6,800 square
feet at a cost of approximately $6,000 per month.
Remaining 2008 net expenditures on our currently identified U.S.
exploration programs are expected to be $10.0 million, inclusive of that portion
the costs associated with the drilling of the Harvest Hunter No. 1 well that
will be incurred after September 30, 2008.
Indonesia
In February 2008, Indonesia's oil and gas regulatory authority, BP Migas,
approved the assignment to us of a 47 percent interest in the Budong-Budong
production sharing contract ("Budong PSC"). Final government approval from the
Ministry of Energy and Mineral Resources, Migas, was received in April 2008. The
Budong PSC is located onshore West Sulawesi, Indonesia. We acquired our
47 percent interest in the Budong PSC by committing to fund the first phase of
the exploration program including the acquisition of 2-D seismic and drilling of
the first two exploration wells. This commitment is capped at $17.2 million.
Prior to drilling the first exploration well, subject to the estimated cost of
that well, our partner will have a one-time option to increase the level of the
carried interest to $20.0 million, and as compensation for the increase, we will
increase our participation to a maximum of 54.65 percent. The Budong PSC
includes a ten-year exploration period and a 20-year development
phase. For the initial three-year exploration phase, which began January 2007,
we are in the process of acquiring, processing and interpreting approximately
550 kilometers of 2-D seismic and plan to drill two exploration wells.
Significant progress was made on the 2-D seismic acquisition during the three
months September 30, 2008. The 2-D seismic acquisition is scheduled to be
completed during the three months ending December 31, 2008. Our partner will be
the operator through the exploration phase as required by the terms of the
Budong PSC. We will have control of major decisions and financing for the
project with an option to operate in the development and production phase if
approved by BP Migas. Our remaining 2008 budget is approximately $2.3 million.
Gabon
In April 2008, we completed the purchase of a 50 percent interest in the
production sharing contract related to the Dussafu Marin Permit offshore Gabon
in West Africa ("Dussafu PSC') for $4.5 million. In September 2008, we completed
the purchase of an additional 16.667 percent interest in the Dussafu PSC for
$1.5 million. This acquisition brings Harvest's total interest in the PSC to
66.667 percent. We are the operator of the Dussafu PSC. Located offshore Gabon,
adjacent to the border with the Republic of Congo, the Dussafu PSC contains
680,000 acres with water depths up to 1,000 feet. In the Dussafu PSC, we are
committed to perform geological, geophysical and engineering studies and to
shoot 500 kilometers of 2-D seismic.
A seismic vessel was mobilized during the three months ended September 30,
2008 to perform 675 kilometers of 2-D seismic acquisition. The seismic
acquisition was completed during October 2008. In addition, during the three
months ended September 30, 2008, we commenced the processing of 1,076 square
kilometers of existing 3-D seismic. The estimated net budget for this activity
in 2008 is approximately $2.8 million.
Capital Resources and Liquidity
Working Capital. Our capital resources and liquidity are affected by the
ability of Petrodelta to pay dividends. In May 2008, Petrodelta declared and
paid a dividend of $181 million, $72.5 million net to HNR Finance ($58 million
net to our 32 percent interest), which represents Petrodelta's net income as
reported under International Financial Reporting Standards ("IFRS") for the
period of April 1, 2006 through December 31, 2007. In October 2008, Petrodelta
paid an advance dividend of $51.9 million, $20.8 million net to HNR Finance
($16.6 million net to our 32 percent interest), which represents Petrodelta's
net income as reported under IFRS for the six months ended June 30, 2008. We
expect to receive future advances of dividends from Petrodelta; however, we
expect the amount of any future advance dividends to be much lower over the next
several years as Petrodelta reinvests more of its earnings into the company in
support of its drilling and exploration activities. See Item 1 Business, Item 1A
Risk Factors and Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations in our Annual Report on Form 10-K for the
year ended December 31, 2007 for a complete description of the situation in
Venezuela and other matters.
Our current cash and cash equivalents include money market funds and short
term certificates of deposits with original maturity dates of less than three
months. While we can give no assurance, we currently believe that Petrodelta
will fund its own operations and that our cash on hand will provide sufficient
capital resources and liquidity to fund our exploration and business development
expenditures for the next 12 months.
The net funds raised and/or used in each of the operating, investing and
financing activities are summarized in the following table and discussed in
further detail below:
Nine Months Ended September 30,
2008 2007
(in thousands)
Net cash provided by (used in) operating activities $ 44,595 $ (14,254 )
Net cash provided by (used in) investing activities (11,611 ) 28,178
Net cash used in financing activities (35,540 ) (54,181 )
Net decrease in cash $ (2,556 ) $ (40,257 )
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At September 30, 2008, we had current assets of $133.8 million and current liabilities of $15.8 million, resulting in working capital of $118.0 million and a current ratio of 8.5:1. This compares with a working capital of
$111.5 million and a current ratio of 3.6:1 at December 31, 2007. The increase
in working capital of $6.5 million was due to the receipt of a $72.5 million
dividend net to HNR Finance ($58 million net to our 32 percent interest) from
our unconsolidated equity affiliate and payment of advances by PDVSA offset by
payments of accounts payable trade, accrued expenses and accounts payable
related party.
Cash Flow from Operating Activities. During the nine months ended
September 30, 2008, net cash provided by operating activities was $44.6 million.
During the nine months ended September 30, 2007, net cash used in operating
activities was approximately $14.3 million. The $58.9 million increase was
primarily due to the receipt of a $72.5 million dividend net to HNR Finance
($58.0 million net to our 32 percent interest) from our unconsolidated equity
affiliate and payment of advances by PDVSA offset by payments of accounts
payable trade, accounts payable related party and accrued expenses.
Cash Flow from Investing Activities. During the nine months ended
September 30, 2008, we had capital expenditures of approximately $17.2 million
related to lease acquisition for our domestic exploration program and drilling
of an exploratory well. During the nine months ended September 30, 2007, we had
limited production-related expenditures due to the pending formation of
Petrodelta. In January 2007, we purchased a 45 percent interest in Fusion for
$4.6 million. During the nine months ended September 30, 2008 and 2007, we had
$6.8 million and $33.1 million of restricted cash returned to us. We incurred
$1.1 million of investigatory costs related to various international and
domestic exploration studies during the nine months ended September 30, 2008.
With the conversion to Petrodelta, Petrodelta's capital commitments will be
determined by their business plan. Petrodelta's capital commitments are expected
to be funded by internally generated cash flow. Our budgeted capital
expenditures for Gabon, Indonesia and United States operations will be funded
through our existing cash balances and dividends received from Petrodelta's
operations.
Cash Flow from Financing Activities. During nine months ended September 30,
2008, Harvest Vinccler repaid 20 million Venezuelan Bolivars Fuerte ("Bolivars")
(approximately $9.3 million) of its Bolivar denominated debt, and we redeemed
the 20 percent minority interest in our Barbados affiliate. We also incurred
$0.9 million in legal fees associated with prospective financing. During the
nine months ended September 30, 2007, Harvest Vinccler repaid 81 million
Bolivars (approximately $37.7 million) of its Bolivar denominated debt.
In June 2007, we announced that our Board of Directors had authorized the
purchase of up to $50 million of our common stock from time to time through open
market transactions. This repurchase program was completed in June 2008. Under
this program, we repurchased 4.6 million shares at an average cost of $10.93 per
share, including commissions.
In July 2008, our Board of Directors authorized the purchase of up to
$20 million of our common stock from time to time through open market
transactions. We continue to believe that Harvest stock remains undervalued and
that the investment in the shares of our Company represents an attractive
alternative to holding cash in excess of our near-term needs. Given our cash
balances and our expectation that Petrodelta will internally fund its
activities, we believe we have sufficient cash to undertake this buyback program
as well as to fund an active development and exploration program in other
countries. As of September 30, 2008, 1.1 million shares of stock have been
purchased at an average cost of $10.60 per share for a total cost of
$11.2 million of the $20 million authorization.
Results of Operations
You should read the following discussion of the results of operations for
the three and nine months ended September 30, 2008 and 2007 and the financial
condition as of September 30, 2008 and December 31, 2007 in conjunction with our
consolidated financial statements and related notes included in our Annual
Report on Form 10-K for the year ended December 31, 2007.
Three Months Ended September 30, 2008 Compared with Three Months Ended
September 30, 2007
. . .
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