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| HNR > SEC Filings for HNR > Form 10-Q on 4-Aug-2009 | All Recent SEC Filings |
4-Aug-2009
Quarterly Report
oil per day following the December 17, 2008 OPEC meeting establishing new
production quotas. However, Petrodelta has been allowed to produce at capacity
to help fulfill other companies' production shortfalls, thus averaging 20,620
barrels of oil per day during the six months ended June 30, 2009.
Petrodelta shareholders intend that the company be self-funding and rely on
internally-generated cash flow to fund operations. The management and board of
directors of Petrodelta have taken actions to reduce both operating and capital
expenditures. On April 23, 2009, Petrodelta's board of directors endorsed a 2009
budget for Petrodelta's Business Plan. The proposed 2009 budget has been
submitted to Petrodelta's shareholders for approval. For 2009, the drilling
program was to utilize two rigs to drill development and appraisal wells for
both maintaining production capacity and appraising the substantial resource
bases in the presently non-producing Isleņo and El Salto fields. However,
Petrodelta reduced its rig count to one drilling rig for most of the second
quarter. Petrodelta began the appraisal and testing of its large portfolio of
undeveloped resources in the second quarter of 2009. On April 30, 2009,
Petrodelta began drilling in the El Salto field, which is currently undeveloped,
and drilled two successful appraisal wells. The results of these wells are
currently under evaluation by Petrodelta. Pilot production has recently
commenced from one of the appraisal wells through temporary facilities. The
second appraisal well is waiting on permits from the Ministry of the People's
Power for Energy and Petroleum ("MENPET") for testing.
PDVSA purchases all of Petrodelta's oil production. PDVSA and its affiliates
have reported shortfalls in meeting their cash requirements for operations and
planned capital expenditures, and PDVSA has fallen behind in certain of its
payment obligations to its contractors, including contractors engaged by PDVSA
to provide services to Petrodelta. In addition, PDVSA has fallen behind in
certain of its payment obligations to Petrodelta, which payments Petrodelta
would otherwise use to pay its contractors. As a result, Petrodelta has
experienced, and may continue to experience, difficulty in retaining contractors
who provide services for Petrodelta's operations. We cannot provide any
assurance as to whether or when PDVSA will become current on its payment
obligations. Inability to retain contractors or to pay them on a timely basis is
having an adverse effect on Petrodelta's operations and on Petrodelta's ability
to carry out its business plan.
On April 23, 2009, Petrodelta's board of directors declared a dividend of
$51.9 million, $20.8 million net to HNR Finance ($16.6 million net to our
32 percent interest). HNR Finance received the cash related to this dividend in
the form of an advance dividend in October 2008.
In 2005, Venezuela modified the Science and Technology Law (referred to as
"LOCTI" in Venezuela) to require companies doing business in Venezuela to
invest, contribute, or spend a percentage of their gross revenue on projects to
promote inventions or investigate technology in areas deemed critical to
Venezuela. LOCTI requires major corporations engaged in activities covered by
the Hydrocarbon and Gaseous Hydrocarbon Law ("OHL") to contribute two percent of
their gross revenue generated in Venezuela from activities specified in the OHL.
The contribution is based on the previous year's gross revenue and is due the
following year. LOCTI requires that each company file a separate declaration
stating how much has been contributed; however, waivers have been granted in the
past to allow Petroleos de Venezuela, S.A. ("PDVSA") to file a declaration on a
consolidated basis covering all of its and its consolidating entities
liabilities. PDVSA was granted a waiver to file its 2008 declaration on a
consolidated basis, and based on this waiver, Petrodelta reversed $12.4 million,
$6.2 million net of tax ($2.0 million net to our 32 percent interest) for
contributions to LOCTI in the fourth quarter 2008. The waiver to file the
declaration on a consolidated basis has to be requested each year and granted
each year. For the six months ended June 30, 2009, Petrodelta's potential share
for LOCTI contributions is $4.8 million, $2.4 million net of tax ($0.8 million
net to our 32 percent interest). Although the OHL requires the recording of
LOCTI contributions, in the second quarter 2009, Harvest management reversed the
accrual, of which $2.4 million, $1.2 million net of tax ($0.4 million net to our
32 percent interest), related to the first quarter of 2009, as Harvest
management expects that PDVSA will continue requesting and receiving waivers.
During the first quarter of 2009, PDVSA completed an actuarial study for
their pension and retirement plan. This pension and retirement plan covers all
PDVSA employees and mixed companies. In May 2009, upon completion of the review
of this actuarial study, PDVSA sent a statement to Petrodelta for its respective
costs associated with the pension and retirement plan. The pension adjustment
was for past service costs covering the period from January 2008, when the
Harvest Vinccler employees were migrated to PDVSA payroll, through May 2009. It
is a non-recurring adjustment. Pension costs at June 30, 2009 reasonably reflect
Petrodelta's employee demographic and plan conditions. The additional pension
cost is not tax deductible until future periods when the pension is settled in
cash. Petrodelta is not required to reimburse the pension costs to PDVSA until
PDVSA pays the pension benefits to employees. Petrodelta recorded additional
pension expense of $15.6 million ($5.0 million
net to our 32 percent interest) in the three month period ended June 30, 2009
based on the statement received. Following this true-up, future pension expense
will be based on current service incurred.
In June 2009, CVP issued instructions to Petrodelta to set up a reserve
within the equity section of the balance sheet for deferred tax assets. Although
this reserve has no effect on Petrodelta's financial position, results of
operation or cash flows, it has the effect of limiting future dividends to net
income adjusted for deferred tax assets. Past dividends received from Petrodelta
represented Petrodelta's net income as reported under International Financial
Reporting Standards ("IFRS"). However, Article 307 of the Venezuelan Commerce
Code states that distributions and payments of dividends must meet two
conditions: 1) the retained earnings of the entity should be liquid and
realizable, and 2) the entity has enough cash to pay and distribute the
dividend. Deferred taxes are not liquid or realizable as cash until the items
giving rise to the deferred tax are recognized in the entity's tax return.
Therefore, CVP's instructions are to ensure future dividends are declared and
paid as stated under Venezuelan law. Article 307 also states that shareholders
are not obligated to restore dividends that have been distributed in good faith
according to the entity's balances and sets the statute of limitations for an
entity to claim restoration of dividends at five years.
Certain operating statistics for the three and six months ended June 30, 2009
and 2008 for the Petrodelta fields operated by Petrodelta are set forth below.
This information is provided at 100 percent. This information may not be
representative of future results.
Three Months Ended Six Months Ended
June 30, June 30,
2009 2008 2009 2008
Oil production (million barrels) 2.0 1.2 3.7 2.4
Natural gas production (billion cubic feet) 1.3 3.0 2.7 6.2
Barrels of oil equivalent 2.2 1.7 4.2 3.5
Operating expense ($millions) 20.8 18.9 32.5 33.2
Capital expenditures ($millions) 7.7 7.3 37.4 9.4
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Crude oil delivered from the Petrodelta fields to 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 $53.39 and $47.48 per barrel for
the three and six months ended June 30, 2009, respectively. Market prices for
crude oil of the type produced in the fields operated by Petrodelta averaged
approximately $83.12 and $81.09 per barrel net of the impact of the Law of
Special Contribution to Extraordinary Prices at the Hydrocarbon International
Market ("Windfall Profits Tax") implemented by the Venezuelan government, for
the three and six months ended June 30, 2008, respectively. The price for
natural gas is $1.54 per thousand cubic feet. The decrease in gas production is
due to reservoir management.
United States
Gulf Coast - West Bay
During the six months ended June 30, 2009, operational activities in the West
Bay prospect, one of the two initial prospects of the AMI, included the
interpretation of 3-D seismic, site surveying, and preparation of engineering
documents. Interpretation of 3-D seismic data on the project was completed in
second quarter 2009 and resulted in the identification of a revised set of
drilling leads and prospects for the project. The AMI participants are currently
evaluating the leads and prospects to determine priorities and drilling plans
for the project.
Based on the initial concepts for the project and prior to completion of the
3-D data interpretation, we submitted an Application to Install Structures to
Drill and Produce Oil and Gas ("Application to Install Structures") with the
U.S. Army Corps of Engineers - Galveston District ("Corps of Engineers") for the
project on Dec 8, 2008. On April 7, 2009, the Corps of Engineers completed
internal review of the permit application. Upon completion of the interpretation
of the 3-D data and review of the revised drilling leads and prospects, and in
consultation with the Corps of Engineers, we determined that the resulting
changes in the scope and plans for the project resulted in our Application to
Install Structures no longer being valid. As a result, we withdrew the
Application to Install Structures in June 2009. As noted previously, the AMI
participants are currently developing drilling plans for the project. Dependent
on the selected drilling prospects and locations, the drilling may or may not
require permits from the Corps of Engineers. We expect to firm up plans for
initial drilling on the project during the third quarter 2009, with the
expectation of initial drilling on the project in early 2010. During the six
months ended June 30, 2009, we incurred $1.4 million for seismic interpretation.
On July 14, 2009, we, along with our partner in the AMI, acquired 880 acres
of shallow water offshore bay leases representing two separate tracts from the
State of Texas General Land Office at a state lease sale for a total gross cost
of $0.5 million. Acquisition of these two tracts completes the planned land
acquisition activities on the project. There is no expected remaining 2009
budget left for this project exclusive of the cost of preparations for drilling
the initial well.
Western United States - Antelope
During the six months ended June 30, 2009, operational activities in the
Antelope prospect primarily focused on continuing leasing activities,
concentrating primarily on Allottee leases administered by the Bureau of Indian
Affairs. Other operational activities included surveying, preliminary
engineering, and permitting preparations for a deep natural gas test well that
commenced drilling on June 15, 2009. On February 10, 2009, we filed a Request
for Agency Action with the Board of the State of Utah Department of Natural
Resources Division of Oil, Gas, and Mining ("DOGM") requesting establishment of
640 acre spacing of the lands associated with the deep natural gas test well.
This proposal was accepted on May 27, 2009, by the DOGM. Also on February 10,
2009, we filed a Request for Agency Action with the Board of DOGM requesting
Force Pooling of the non-consenting interests in the deep test well. We have
since reached an agreement with the non-consenting interests and no hearing is
necessary. On April 21, 2009, we filed an Application for Permit to Drill the
deep natural gas test well with DOGM. The Permit to Drill was approved on
May 27, 2009 and drilling of the Bar F #1-20-3-2 well ("Bar F") commenced on
June 15, 2009. The Bar F is currently estimated to reach total depth in
September 2009. During the six months ended June 30, 2009, we incurred
$7.6 million for drilling, lease acquisition, surveying, permitting and site
preparation and $0.3 million for seismic program planning. The expected
remaining 2009 budget for this project is $9.5 million.
In December 2008, we filed Applications for Permits to Drill eight shallow
oil wells with DOGM. On April 22, 2009, the Board of DOGM approved our proposal
establishing 40 acre spacing for the eight shallow oil wells. We expect to
receive the permits to drill the eight shallow oil wells in the near future. We
are currently in negotiations with a previously non-consenting third party
regarding a potential joint drilling project in the area covering these eight
wells, and we believe that an agreement will be reached. If the negotiations on
the joint project are successful, our average working interest in the eight
wells will be approximately 33 percent. If these negotiations are successful,
there will still be a requirement for Force Pooling of the remaining
non-consenting interests in the eight proposed shallow oil wells. The Board of
DOGM is scheduled to consider this request at a hearing in August 2009. The cost
of the eight shallow oil wells will be borne by the parties participating in the
drilling project proportionately to their working interest. We expect to
commence drilling of the eight shallow oil wells in the next 12 months.
Budong-Budong Project, Indonesia ("Budong PSC")
The acquisition program of 650 kilometers of 2-D seismic was completed in
2008. Processing of this 2-D seismic data was completed in the second quarter
2009 and current activities include interpretation of the data and well
planning. It is expected that the first of two exploration wells will spud in
the fourth quarter of 2009. In accordance with the farm-in agreement, we expect
to fund 100 percent of the well expenditures to earn our 47 percent working
interest up to a cap of $10.7 million; thereafter, we will pay in proportion to
our working interest. During the six months ended June 30, 2009, we incurred
$1.0 million for seismic processing and interpretation and began well planning.
The projected 2009 project expenditures (net to us including our funding
commitment) for the exploratory well drilling are $8.1 million.
Dussafu Project, Gabon ("Dussafu PSC")
The acquisition of 650 kilometers of 2-D seismic was completed in 2008.
Current activities include the continued processing of the 2-D seismic to define
the syn-rift potential similar to the Lucina and M'Bya fields and the pre-stack
depth reprocessing of 1,076 square kilometers of existing 3-D seismic to define
the sub-salt structure to unlock the potential of the Gamba play that is
producing in the Etame field to the north. Processing of both the 2-D and 3-D
seismic should be completed in the third quarter 2009. We expect the seismic to
mature the prospect inventory to make a decision in 2009 for a well in 2010.
During the six months ended June 30, 2009, we incurred $0.1 million related to
Dussafu PSC commitment costs and $0.5 million for seismic processing and
reprocessing.
The projected 2009 project expenditures (net to our working interest) for
exploration activities are $2.0 million. This includes $1.8 million of well
planning and long-lead well items if the decision is made to drill a well.
Block 64 Project, Oman ("Block 64 EPSA")
On April 11, 2009, we signed an Exploration and Production Sharing Agreement
("EPSA") with the Sultanate of Oman ("Oman") for the Al Ghubar / Qarn Alam
license ("Block 64 EPSA"). We will have a 100 percent working interest in the
EPSA during the exploration phase. Oman Oil Company will have the option to
back-in to up to a 20 percent interest in the block after the discovery of gas.
Block 64 EPSA is a newly-created block designated for exploration and
production of non-associated gas and condensate which the Oman Ministry of Oil
and Gas has carved out of the Block 6 Concession operated by Petroleum
Development of Oman ("PDO"). PDO will continue to produce oil from several
fields within the Block 64 EPSA area. The 3,867 square kilometer (955,600 acre)
block is located in the gas and condensate rich Ghaba Salt Basin in close
proximity to the Barik, Saih Rawl and Saih Nihayda gas and condensate fields.
During the six months ended June 30, 2009, we incurred $2.2 million for costs
associated with signing the license, including signature bonus and data
compilation. The projected 2009 project expenditures for exploration activities
are $2.3 million in 2009 for geological studies, reprocessing and interpretation
of existing 3-D seismic and drilling preparations. We have an obligation to
drill two wells over a three year period with a funding commitment of
$22.0 million.
Other Exploration Projects
Relating to other projects, we incurred $1.4 million during the six months
ended June 30, 2009. We have budgeted to spend $1.6 million in leasehold
acquisition costs, $4.1 million in seismic acquisition and processing costs and
$2.8 million on other project related costs in 2009.
Either one of the two exploratory wells to be drilled in 2009 on the Antelope
project and the Budong PSC can have a significant impact on our ability to
obtain financing, increase reserves and generate cash flow in the future.
Capital Resources and Liquidity
Working Capital. Our capital resources and liquidity are affected by the
ability of Petrodelta to pay dividends. On April 23, 2009, Petrodelta's board of
directors declared a dividend of $51.9 million, $20.8 million net to HNR Finance
($16.6 million net to our 32 percent interest). HNR Finance received the cash
related to this dividend in the form of an advance dividend in October 2008. We
expect to receive future dividends from Petrodelta; however, we expect the
amount of any future dividends to be much lower over the next several years as
Petrodelta reinvests most of its earnings into the company in support of its
drilling and appraisal activities. In June 2009, CVP issued instructions to all
mixed companies regarding the accounting for deferred tax assets. The mixed
companies have been instructed to set up a reserve within the equity section of
the balance sheet for deferred tax assets. The setting up of the reserve had no
effect on Petrodelta's financial position, results of operation or cash flows.
However, the new reserve could have a negative impact on the amount of dividends
received in the future. In addition to reinvesting earnings into the company in
support of its drilling and appraisal activities, the recent decline in the
price per barrel affects Petrodelta's ability to pay dividends. Until oil prices
increase, all available cash will be used to meet current operating requirements
and will not be available for dividends. See 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,
2008 and Item 1A - Risk Factors in Part II of this Quarterly Report on Form 10-Q
for a more complete description of the situation in Venezuela and other matters.
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:
Six Months Ended June 30,
2009 2008
(in thousands)
Net cash provided by (used in) operating activities $ (19,847 ) $ 64,304
Net cash used in investing activities (11,651 ) (9,126 )
Net cash used in financing activities (1,276 ) (18,815 )
Net increase (decrease) in cash $ (32,774 ) $ 36,363
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At June 30, 2009, we had current assets of $82.6 million and current
liabilities of $17.4 million, resulting in working capital of $65.2 million and
a current ratio of 4.8:1. This compares with a working capital of $77.0 million
and a current ratio of 3.0:1 at December 31, 2008. The decrease in working
capital of $11.8 million was primarily due to a reduction in cash and cash
equivalents, primarily for capital expenditures.
Cash Flow from Operating Activities. During the six months ended June 30,
2009, net cash used in operating activities was approximately $19.8 million.
During the six months ended June 30, 2008, net cash provided by operating
activities was approximately $64.3 million. The $84.1 million decrease was
primarily due to repayments of advances to equity affiliate received by HNR
Finance in the first quarter of 2008 and receipt of a dividend from
unconsolidated equity affiliate.
Cash Flow from Investing Activities. During the six months ended June 30,
2009, we had cash capital expenditures of approximately $11.3 million. Of the
2009 expenditures, $7.6 million was attributable to activity on the Antelope
project, $2.2 million to Block 64 EPSA, $0.1 million to the Dussafu PSC and
$1.4 million to other projects. During the six months ended June 30, 2008, we
had cash capital expenditures of approximately $11.2 million. Of the 2008
expenditures, $3.2 million was attributable to activity on the West Bay project,
. . .
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