Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Now renamed Harvest Natural Resources, the company restarted oil production and sales in Venezuela after the national strike that had shut the industry down - the first sign that its one remaining core business was still functioning.
Then still called Benton Oil and Gas, the company agreed to sell its entire 68% of Arctic Gas Company to a nominee of Russia's Yukos for $190 million plus about $30 million of loan repayments, and used the money to call in its $108 million of 11 5/8% senior notes. A leveraged company was turning a Russian asset into a clean balance sheet.