Past year: ▲ 1238%(49.5c – 6.91 USD)
Each one in plain English, with the numbers worked through for a shareholder.
2 July 2015listing compliance notice▼ Bad
Three long-serving directors had resigned to make room for CT Energy's nominees, which left the audit committee with only one independent member and drew a fresh notice from the New York Stock Exchange. Harvest reconstituted the committee within a day and the breach was cured.
22 June 2015director officer appointment● NeutralMajor
CT Energy Holding invested $32.2 million through a 15% secured note and a 9% convertible note (8.5 million shares at $0.82), plus a 34.1 million-share warrant at $1.25 and up to $12 million more in later draws. It received Series C preferred stock, three board seats and supermajority approval rights. Harvest repaid the CEO's $50,000 and a $1.3 million CT affiliate note, and agreed to repay Petroandina's $7.6 million.
8 June 2015debt financing▼ BadMajor
Chief executive James Edmiston personally lent the company $50,000 at 11%. A public company borrowing five figures from its own chief executive is not a financing decision; it is the clearest possible statement that there was no money left.
24 Apr 2015security holder rights change● Neutral
The rights plan, due to expire in days, was extended to 2018 and its exercise price cut from $60 to $4 - a mechanical adjustment to a share price that had fallen by more than 90%, and a sign the board expected someone to come for the company cheaply.
16 Mar 2015material agreement termination▼ BadMajor
Raymond James walked away from the share-selling facility it had signed six months earlier, telling Harvest plainly that it was because of the collapse in the share price, concerns about liquidity and the litigation the company faced. Losing your own placing agent is a hard signal: the last easy source of cash was gone.
18 Feb 2015listing compliance notice▼ BadMajor
Six weeks after the Petroandina sale collapsed, the New York Stock Exchange warned that Harvest's shares had averaged under $1 for thirty trading days, starting a six-month clock to get the price back up.
2 Jan 2015material agreement termination▼ BadMajor
The second Venezuelan sale failed too. The $275 million closing for the remaining 51% never happened, and the agreement was terminated - leaving Harvest with a 51% stake it could not sell, a partner in Petroandina holding the other 29%, and a $7.6 million note owed to that partner. Two buyers in three years had now walked away.
5 Dec 2014auditor change● Neutral
A third auditor in eighteen months, though only on paper: UHY's Texas practice was bought by BDO, so UHY resigned and BDO took over the 2014 audit.
5 Sept 2014material agreement● Neutral
With the second Petroandina closing still pending, Harvest opened another $75 million at-the-market share-selling facility, this time with Raymond James, replacing the Knight arrangement of 2012.
8 Apr 2014business combination● NeutralMajor
Harvest filed the final proxy for a special meeting on 7 May 2014 to vote on selling its remaining indirect 20.4% of Petrodelta to Petroandina Resources Corporation N.V., a Pluspetrol affiliate, for $275 million. The board unanimously recommends approval, which needs a majority of all outstanding shares (abstentions count as against), with no appraisal rights. Holders also vote on an advisory executive-pay proposal tied to the sale and on adjournment. This turns the 4 February preliminary proxy into the definitive vote; per the earlier record, this second closing never happened.
17 Mar 2014production update● Neutral
The 2013 annual report and results were filed with an operational update, confirming the remaining 51% of the Venezuelan holding would go to shareholders for approval.
4 Feb 2014business combination● NeutralMajor
Harvest filed a preliminary proxy asking shareholders to authorize selling its remaining Venezuelan interest, an indirect 20.4% of Petrodelta, to Petroandina Resources Corporation N.V., an affiliate of Pluspetrol, for $275 million. The board unanimously recommends approval, which needs a majority of outstanding shares; there are no appraisal rights. Shareholders also vote on an advisory executive-compensation proposal tied to the sale and on adjournment. This is the shareholder-approval step for the Petroandina deal that, per the earlier record, was later only partly completed. The $275 million figure here is the sale price in this proxy.
20 Dec 2013asset acquisition disposition▲ GoodMajor
A second attempt to sell Venezuela, at a little over half the Pertamina price: Petroandina, part of Pluspetrol, agreed to buy Harvest's 80% of the Petrodelta holding company for $400 million in two steps. The first step closed the same day - 29% for $125 million in cash - which meant that for once Harvest actually received money rather than a promise.
27 Nov 2013capital raising announcement● Neutral
Harvest sold 1,704,800 new shares to 12 purchasers for $5,370,120 in a private placement that closed on 27 November 2013. Six officers and directors bought 246,000 of the shares for $774,900. This adds shares to the count and brings in a small amount of cash.
7 Oct 2013capital raising announcement▼ Bad
Harvest sold 790,000 shares to six private buyers over four days for a combined $3.9 million - small, hand-to-mouth raises at around $5 a share from a company that had turned down nothing less than $725 million a year earlier.
21 June 2013auditor change▼ BadMajor
PricewaterhouseCoopers was dismissed and UHY appointed. The parting opinion tells the story: PwC's 2012 report carried substantial doubt about whether Harvest could continue as a going concern and stated that its internal financial controls were not effective.
24 May 2013listing compliance notice▼ Bad
HARVEST NATURAL RESOURCES, INC. withdrew a registration statement, abandoning the offering it covered.
10 Apr 2013listing compliance notice▼ BadMajor
Because the restatement made it impossible to file the 2012 annual report on time, the New York Stock Exchange formally put Harvest on notice and under monitoring - accounting problems turning into a listing problem.
4 Apr 2013production update▼ BadMajor
Harvest wrote down assets in its 2012 accounts and issued an operational update the day after saying those accounts had to be redone - the write-offs and the restatement landing together.
3 Apr 2013financial restatement▼ BadMajor
A second, much wider restatement: three years of accounts back to 2010 could no longer be relied on, principally because the warrants issued with the 2010 MSD loan had been valued wrongly and treated as equity when they were liabilities. Coming four years after the Petrodelta restatement, this was a pattern rather than an accident.
25 Feb 2013material agreement termination▼ BadMajor
The $725 million Pertamina sale collapsed: the Indonesian government, Pertamina's owner, declined to approve it, and Harvest terminated the agreement. Eight months of waiting ended with the company still holding an unsellable Venezuelan asset and $79.8 million of 11% debt it had raised in the meantime.
4 Feb 2013security holder rights change● Neutral
The rights plan was amended again to accommodate the warrants issued to the MSD funds with the October 2012 notes, so that lending to Harvest did not accidentally trigger the poison pill.
30 Nov 2012material agreement▼ BadMajor
The Pertamina agreement had to be amended for the first time, five months after signing and with Indonesian approval still not granted.
15 Oct 2012capital raising announcement▼ BadMajor
With the Pertamina sale still unapproved, Harvest borrowed $79.8 million at 11% for two years, issued at 96 cents on the dollar and with warrants over 686,761 shares at $10 attached. Part of it was paid for by rolling in an existing convertible note. Borrowing this expensively against a sale that had not closed is what later made the sale's failure fatal.
22 Aug 2012capital raising announcement● Neutral
A further $1.9 million of notes went for 339,047 shares two days later, taking the remaining balance to about $9.0 million.
20 Aug 2012capital raising announcement● Neutral
Another $4.65 million of the convertible notes was exchanged for 829,951 shares at $5.60, leaving about $10.9 million outstanding.
21 June 2012material agreement▲ GoodMajor
Harvest agreed to sell its 80% of Harvest-Vinccler Dutch Holding, which holds a 40% stake in Petrodelta, to Indonesia's Pertamina for $725 million cash. This would sell all its Venezuelan interests (a 32% net stake in Petrodelta), with net proceeds estimated at about $525 million. Closing needed Venezuelan, Indonesian and Harvest shareholder approvals.
30 Mar 2012material agreement● NeutralMajor
Harvest set up a $75 million facility with Knight Capital to sell shares straight into the market whenever it chose - a standing dilution tap, opened while the company was already exchanging notes for stock.
9 Mar 2012capital raising announcement● NeutralMajor
Harvest persuaded holders of $16.0 million of its 8.25% convertible notes to swap them for 2,875,357 shares at an effective $5.56, plus 161,603 more shares in place of a $1.3 million cash interest payment. Debt was being turned into equity at a discount to the notes' conversion price - cheaper than repaying it, but dilutive.
8 Mar 2012production update● Neutral
An operational update covering Petrodelta, the international exploration portfolio and reserves, issued the day before Harvest began converting its 2010 notes into shares.
