Item 8.01 Other Events.
Concurrently with the filing of this Current Report on Form 8-K, Harvest Natural
Resources, Inc. ("Harvest" or "the Company") is filing a registration statement
with the Securities and Exchange Commission ("SEC") using a "shelf" registration
process. We are filing this Current Report on Form 8-K so that the information
contained herein will be incorporated by reference into such registration
statement. This report is neither an offer to sell nor a solicitation of an
offer to buy any securities of the Company.
We are disclosing under Item 8.01 in this Current Report the information
attached as Exhibits 99.1, 99.2 and 99.3, all of which is incorporated by
reference herein, and which corresponds to the information contained in Items 6,
7 and 8, respectively, of our most recent Annual Report on Form 10-K. Such
information, which has not been previously disclosed, includes revised versions
of our audited financial statements, and information derived from such audited
financial statements, for the fiscal years ended December 31, 2006, 2007 and
2008. The revised versions of our audited financial statements retrospectively
adjust our original audited financial statements for such years previously filed
with the SEC to reflect our adoption, effective January 1, 2009, of the
accounting standard Noncontrolling Interest in Consolidated Financial Statements
(the "Standard") which was issued by the Financial Accounting Standards Board in
December 2007.
The Standard establishes the accounting for and reporting of noncontrolling
interests ("NCIs") in partially-owned subsidiaries and the loss of control of
subsidiaries. Certain provisions of the Standard indicate, among other things,
that NCIs (previously referred to as minority interests) be treated as a
separate component of equity, rather than a liability; that increases and
decreases in the parent's ownership interest that leave control intact be
treated as equity transactions rather than as step acquisitions or dilution
gains or losses; and that losses of a partially-owned consolidated subsidiary be
allocated to the NCI even when such allocation might result in a deficit
balance. The Standard, which was effective for annual reporting periods
beginning after December 15, 2008, also requires changes to certain presentation
and disclosure requirements and required retrospective application of its
presentation and disclosure requirements, including in connection with
securities offerings.
Our audited financial statements, and the information derived from such audited
financial statements, included herein do not reflect any subsequent information
or events other than the adoption of the Standard and updated discussions
regarding the Company's current liquidity. More current information is contained
in our Quarterly Report on Form 10-Q for the quarterly periods ended March 31,
2009, filed on May 7, 2009, June 30, 2009, filed on August 4, 2009, and
subsequent filings with the SEC, and these revised financial statements should
be read in conjunction with our Annual Report on Form 10-K for the year ended
December 31, 2008, filed on March 13, 2009, as well as such Quarterly Report on
Form 10-Q for the quarterly periods ended March 31, 2009, June 30, 2009 and such
subsequent filings as they contain important information regarding events,
developments and updates to certain expectations of Harvest that have occurred
since the filing of the Annual Report on Form 10-K. Please note that the
"Selected Financial Data" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included as Exhibits 99.1 and 99.2 to this
Current Report also reflect the retrospective application of the Standard.
Forward-Looking Statements
The information included in this Current Report and in Exhibits 99.1, 99.2 and
99.3 hereto contains or incorporates by reference statements that constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company
cautions that any forward-looking statements contained or incorporated by
reference in this prospectus or made by management of the Company involve risks
and uncertainties and are subject to change based on various important factors.
When used in this prospectus, the words "budget", "guidance", forecast",
"anticipate", "expect", "believes", "goals", "projects", "plans", "anticipates",
"estimates", "should", "could", "assume" and similar expressions are intended to
identify forward-looking statements. You are cautioned that any such
forward-looking statements involve significant known and unknown risks,
uncertainties and other factors that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by those forward-looking statements. Such
factors include our concentration of operations in Venezuela, the political and
economic risks associated with international operations (particularly those in
Venezuela), the anticipated future development costs for undeveloped reserves,
drilling risks, the risk that actual results may vary considerably from reserve
estimates, the dependence upon the abilities and continued participation of
certain of our key employees, the risks normally incident to the exploration,
operation and development of oil and natural gas properties, risks incumbent to
holding a noncontrolling interest in a corporation, the permitting and the
drilling of oil and natural gas wells, the availability of materials and
supplies necessary to projects and operations, the price for oil and natural gas
and related financial derivatives, changes in interest rates, the Company's
ability to
acquire oil and natural gas properties that meet its objectives, availability
and cost of drilling rigs, seismic crews, overall economic conditions, political
stability, civil unrest, acts of terrorism, currency and exchange risks
(particularly those in Venezuela), currency controls, changes in existing or
potential tariffs, duties or quotas, changes in taxes, changes in governmental
policy, availability of sufficient financing, changes in weather conditions, and
ability to hire, retain and train management and personnel. These
forward-looking statements reflect our best judgment about future events and
trends based on the information currently available to us. Our results of
operations can be affected by the assumptions we make or by risks and
uncertainties known or unknown to us, including those described under "Risk
Factors" in our most recent Annual Report on Form 10-K. Therefore, we cannot
guarantee the accuracy of the forward-looking statements. Actual events and
results of operations may vary materially from our current expectations and
assumptions. Also, please refer to our filings with the SEC, including our
Annual Report on Form 10-K for the year ended December 31, 2008, for a
discussion of factors that could cause actual results to differ materially from
the Company's expectations reflected in such forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP
Exhibit 99.1 Selected Financial Data
Exhibit 99.2 Management's Discussion and Analysis of Financial Condition and Results
Of Operations
Exhibit 99.3 Financial Statements and Supplementary Data
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