Past year: ▲ 1238%(49.5c – 6.91 USD)
Each one in plain English, with the numbers worked through for a shareholder.
23 May 2011asset acquisition disposition▲ GoodMajor
The Utah sale closed at $217.8 million after adjustments, and Harvest immediately spent about $62.1 million of it repaying debt - clearing the expensive MSD term loan taken on seven months earlier. For a brief period the company was cash-rich and almost unlevered.
11 Apr 2011production update● Neutral
A first-quarter operational update and an investor-conference presentation, issued while the Utah sale to Newfield was still working towards completion.
25 Mar 2011material agreement▲ GoodMajor
Harvest agreed to sell its 47,600 net acres in the Uinta Basin of Utah to Newfield for $215 million in cash - by far the largest single realisation in its history, and from a US position most investors barely knew it had.
29 Oct 2010capital raising announcement▼ BadMajor
A $60 million two-year term loan from MSD Energy Investments, an arm of Michael Dell's family office, at 10% rising to 15% after nine months. Rates like that on unsecured money say the company could not get bank credit against assets it did not control.
11 Feb 2010material agreement● NeutralMajor
Harvest raised up to $32 million by selling 8.25% convertible notes due 2013 through Lazard Capital Markets - its first outside financing since the Russian sales, needed because the Venezuelan earnings sat inside Petrodelta and were hard to get out.
22 Jan 2010production update▲ GoodMajor
The Venezuelan investment finally looked like it was working: Petrodelta produced 7.8 million barrels in 2009, 42% more than 2008, approved a self-funded $205 million capital budget and targeted 30,000 barrels a day for 2010, with reserves net to Harvest up about 10%.
15 Apr 2009material agreement▲ GoodMajor
A third country: Harvest signed an exploration and production sharing agreement with Oman for the 955,600-acre Al Ghubar / Qarn Alam gas block, holding 100% through exploration with the state oil company able to take up to 20% after a discovery.
13 Mar 2009financial restatement▼ BadMajor
Harvest withdrew its accounts back to October 2007: it had understated its share of Petrodelta's earnings because of an error translating Venezuelan results from international to US accounting rules. Because Petrodelta was the whole business, an error in accounting for it was an error in almost every number the company reported.
18 July 2008material agreement● Neutral
This amendment gives the terms of the employment agreement for Stephen C. Haynes, the chief financial officer announced in May 2008. It provides a $235,000 base salary, a 50,000-share option grant, 20,000 restricted shares, and two years' salary on termination without cause; if terminated around a change of control, two years' salary and two times any annual bonus, among other benefits. It is routine executive pay detail.
9 Jan 2008asset acquisition disposition▲ GoodMajor
Three weeks after the Gabon deal, Harvest bought 47% of the 1.35 million-acre Budong-Budong exploration licence onshore West Sulawesi, Indonesia, agreeing to fund the first $17.2 million of a $22 million seismic-and-two-wells programme. Two frontier exploration positions in a month, funded by Venezuelan cash flow.
18 Dec 2007asset acquisition disposition▲ GoodMajor
Harvest started buying its way out of single-country risk, agreeing to take a 50% operated interest in the 680,000-acre Dussafu exploration licence offshore Gabon from Sasol. The Gabon position would eventually be the last asset it sold, in 2017.
18 Sept 2007material agreement▲ GoodMajor
Two years after the transitory agreement, Harvest and the Venezuelan state agency signed the contract that actually created Petrodelta, converting the old operating-service arrangement into the 40%/60% mixed company. The Venezuelan question was settled for now, on the state's terms.
29 Aug 2007security holder rights change● Neutral
The rights plan was rewritten to let value investor Mohnish Pabrai build a stake of up to 16.5% without triggering it, and to give the board a general power to make similar exceptions in future - an accommodation of a friendly holder rather than a defence against a hostile one.
3 Oct 2006material agreement▼ BadMajor
Harvest's Venezuelan company borrowed roughly $58 million from Banco Mercantil at 10% - securing it with $47.6 million of its own dollars deposited offshore - purely to pay the Venezuelan tax authority, to which it had just handed $35.6 million to settle assessments for 2001 to 2004. The cost of staying in Venezuela was being paid before Petrodelta had produced anything.
22 Sept 2006business combination▼ BadMajor
Harvest filed a preliminary proxy asking shareholders to approve transferring substantially all its assets to a joint venture, Empresa Mixta Petrodelta, between its 80%-owned Venezuelan subsidiary and a Venezuelan government-owned company. The subsidiary would own 40% of the joint venture. The board unanimously recommends a yes vote, calling it the only viable alternative and saying it believes the government will otherwise seize the assets, leaving only years-long arbitration. A majority of outstanding shares must approve, and there are no appraisal rights. The meeting date is blank, and the proposed transaction value is stated as $145,739,000 in the fee table. This is the start of the forced conversion into the Petrodelta mixed company.
7 Sept 2006other▼ BadMajor
Venezuela's tax authority issued a final assessment of about $56 million against Harvest's 80%-owned Venezuelan affiliate for 2001-2004, some $13 million more than the settlement both sides had negotiated in July and that Harvest had already booked. Harvest's own share was roughly $45 million, and the chief executive said publicly that the SENIAT had not honoured the deal - a first clear signal of the political risk that would define the company's Venezuelan exposure.
21 Aug 2006material agreement▲ GoodMajor
The compensation for giving up control arrived as acreage rather than cash: three more fields - Isleno, Temblador and El Salto - were added to the new mixed company, now named Petrodelta, and the state accepted that this settled what Harvest was owed for contributing its existing fields.
23 May 2006material agreement● Neutral
Directors' pay was reset for the year, with the audit-committee chair's retainer raised from $15,000 to $20,000.
4 Apr 2006material agreement● NeutralMajor
The shape of the Venezuelan conversion became clear: Harvest's local company signed a memorandum with PDVSA and state agency CVP to fold the South Monagas fields into a mixed company in which a Harvest affiliate would hold 40% - 32% net to Harvest - and the state 60%, under a twenty-year licence. Harvest was accepting minority status in the business it had built and operated.
14 Mar 2006director officer appointment● Neutral
Byron A. Dunn's contract as senior vice-president of corporate development was disclosed - $200,000 a year and options over 225,000 shares, backdated in effect to September 2005.
18 Nov 2005director officer appointment● Neutral
J. Michael Stinson was elected to the board on the standard terms and given a first option grant. He would resign a decade later, in June 2015, as part of the CT Energy rescue.
19 Sept 2005director officer appointment● NeutralMajor
Chief executive Peter Hill retired at the end of September on a package that kept him as a $33,334-a-month consultant on Russia until May 2006 plus a $300,000 bonus. James Edmiston, hired a year earlier as operating chief, took over.
16 Sept 2005material agreement● Neutral
New employment contracts for finance chief Steven Tholen, general counsel Kerry Brittain and Karl Nesselrode, chiefly to improve what they would receive if the company changed hands - signed as the Venezuelan negotiation put the company's future in doubt.
8 Aug 2005material agreement▼ BadMajor
Venezuela began changing the terms. Harvest's 80%-owned local company signed a transitory agreement capping the fee it earned on the South Monagas Unit at two-thirds of the value of the oil, and committing both sides to negotiate converting the operating contract into a state-majority 'mixed company'. The asset Harvest depended on was being taken back under national control.
25 May 2005material agreement● Neutral
Directors' pay was set: a $36,000 annual retainer, $1,500 per meeting, committee-chair retainers of $10,000 to $15,000, and a further $120,000 a year for non-executive chairman Mr Chesebro.
16 May 2005security holder rights change● Neutral
This corrects a mistake in the April 2005 filing on the restated takeover-defence rights plan: one reference to the 'Record Date' should have read 'after the date of the Second Amended and Restated Rights Agreement'. It repeats the plan's terms in full: effective 31 March 2005, term extended to 28 April 2015, rights triggered when a person or group acquires 15% or more of the shares, and redeemable by the board at $.01 per right. No new terms are introduced.
18 Apr 2005security holder rights change● Neutral
Harvest restated its takeover-defence rights plan with Wells Fargo as rights agent - the standard mechanism that dilutes anyone crossing a set ownership threshold. The plan would be amended four more times over the next decade, each amendment marking a change in who was allowed to accumulate the stock.
23 Feb 2005material agreement● Neutral
The board gave every director and elected officer a contractual indemnity for the fullest protection Delaware law allows, saying it needed to in order to attract and keep people.
2 Sept 2004director officer appointment● Neutral
James A. Edmiston joined as executive vice-president and chief operating officer on $300,000 and a $50,000 signing bonus. He would become chief executive within a year and stay until the company was wound up thirteen years later.
10 Oct 2003asset acquisition disposition▲ GoodMajor
Harvest sold its remaining Russian asset, a 34% stake in Geoilbent, to another Yukos nominee for $75 million. With Arctic Gas gone the year before, the company was now purely a Venezuelan producer - a concentration that would define everything that followed.
