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| HNR > SEC Filings for HNR > Form 10-Q on 5-Nov-2009 | All Recent SEC Filings |
5-Nov-2009
Quarterly Report
target is approximately 16,000 barrels of 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 20,771 barrels of oil per day during the nine months
ended September 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 had to take actions to reduce both operating and
capital expenditures. See Item 1A - Risk Factors in Part II of this Quarterly
Report on Form 10-Q for additional information regarding Petroleos de Venezuela,
S.A. ("PDVSA"). Due to the situation described in Item 1A - Risk Factors,
Petrodelta's working capital position continues to deteriorate.
Petrodelta's 2009 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 El Salto field and presently
non-producing Isleņo field. However, Petrodelta had to reduce its rig count to
one drilling rig for most of the second and all of the third quarter 2009 while
rigs and drilling contracts are renegotiated. Petrodelta is expected to utilize
only one rig during the fourth quarter of 2009 to drill both development wells
and appraisal wells. Petrodelta's management is reviewing options to hire an
additional drilling rig and a workover rig for early 2010.
Petrodelta began the appraisal and testing of its large portfolio of
undeveloped resources in the second quarter of 2009. During the second quarter
2009, Petrodelta drilled two successful appraisal wells in the El Salto field,
and pilot production commenced from one of the appraisal wells through temporary
facilities. The well commenced production on July 18, 2009 and has produced
243,000 barrels of oil through the end of October 2009. The second appraisal
well is still waiting on permits from the Ministry of Energy and Petroleum
("MENPET") for testing.
During the third quarter 2009, we commissioned an interim reserve report for
Petrodelta to assess and secure the growth potential of the Temblador and El
Salto fields. The reserve report reflects a 10 percent increase in proved
reserves to 47.6 million barrels of oil equivalent (MMBOE) (net to our
32 percent interest) at August 31, 2009, as compared to year-end 2008. The
increase was driven primarily by the drilling of the two appraisal wells in
Petrodelta's largely undeveloped El Salto field.
In our Annual Report on Form 10-K for the year ended December 31, 2008, we
reported that Petrodelta had not received all information regarding production
during the conversion period for the Temblador field in order to invoice all
volumes produced in that field during that period. As Temblador production was
handled in PDVSA system, PDVSA had allocated only partial, estimated production
to Petrodelta. As a result, Petrodelta had not, and still has not, received full
credit for the Temblador field production. Discussions are ongoing to settle
figures. During the third quarter 2009, Petrodelta completed the facilities and
pipelines to segregate approximately 80 percent of the Temblador field's
production out of PDVSA's system.
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 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. Since Petrodelta expects PDVSA to continue
requesting and receiving waivers, Petrodelta has not accrued a liability to
LOCTI for the nine months ended September 30, 2009. The potential exposure to
LOCTI for the nine months ended September 30, 2009 is $7.1 million, $3.6 million
net of tax ($1.1 million net to our 32 percent interest).
Certain operating statistics for the three and nine months ended
September 30, 2009 and 2008 for the Petrodelta fields operated by Petrodelta are
set forth below. This information is provided at 100 percent. This information
may not be representative of future results.
Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 2009 2008
Oil production (million barrels) 1.9 1.5 5.7 3.9
Natural gas production (billion cubic feet) 0.9 2.8 3.6 9.1
Barrels of oil equivalent 2.1 2.0 6.3 5.5
Operating expense ($millions) 9.1 20.1 41.6 53.3
Capital expenditures ($millions) 20.6 9.1 69.6 18.5
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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 $63.33 and $52.89 per barrel for
the three and nine months ended September 30, 2009, respectively. Market prices
for crude oil of the type produced in the fields operated by Petrodelta averaged
approximately $85.21 and $82.66 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 nine months ended September 30, 2008, respectively. The Windfall
Profits Tax takes effect when the average price of oil exceeds $70 per barrel.
The price for natural gas is $1.54 per thousand cubic feet. The decrease in gas
production is due to reservoir management. Petrodelta's reporting and functional
currency is the U.S. Dollar.
United States
Gulf Coast - West Bay
During the nine months ended September 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 West Bay project was
completed in the second quarter 2009 and resulted in the identification of a
revised set of drilling leads and prospects for the project. 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.
The AMI participants are currently evaluating the leads and prospects to
determine priorities and drilling plans for the West Bay project. Depending on
the selected drilling prospects and locations, the drilling may or may not
require permit(s) from the U.S. Army Corps of Engineers - Galveston District
("Corps of Engineers"). We expect to firm up plans for initial drilling on the
West Bay project during the fourth quarter 2009, with the expectation of initial
drilling on the West Bay project in 2010. During the nine months ended
September 30, 2009, we incurred $0.5 million for lease acquisition, surveying,
permitting and site preparation and $1.4 million for seismic interpretation.
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
On October 26, 2009, we, along with our partner in the JEDA, acquired 1,304
gross acres (782 acres net to us) of leases representing eight separate tracts
from the State of Utah at a state lease sale for a total gross cost of
$0.3 million.
During the nine months ended September 30, 2009, operational activities in
the Antelope prospect focused on continuing leasing activities on private,
Allottee, and tribal land, and surveying, preliminary engineering, permitting
preparations, and conducting drilling operations on a deep natural gas test well
(the Bar F #1-20-3-2 ["Bar F"]) that commenced drilling on June 15, 2009. The
Bar F is a tight hole and is permitted to 18,000 feet. Drilling has been
completed. The well reached total depth of 17,566 feet on October 8, 2009 and
production casing has been run. Production testing of the well is expected to
commence in November 2009 with the expectation that the testing program will be
completed in early 2010. During the nine months ended September 30, 2009, we
incurred $17.6 million for drilling, lease acquisition, surveying, permitting
and site preparation and $0.3 million for seismic program planning. The expected
remaining 2009 budget for the Antelope project is $7.0 million.
In December 2008, we filed Applications for Permits to Drill eight shallow
oil wells with the State of Utah Department of Natural Resources Division of
Oil, Gas and Mining ("DOGM"). On April 22, 2009, the Board of DOGM approved our
proposal establishing 40 acre spacing for the eight shallow oil wells. We have
signed a definitive Participation Agreement with a previously non-consenting
third party industry partner to undertake a joint drilling project covering an
area of 332 acres encompassing these eight wells. The industry partner will be
the operator of the eight wells. Our average working interest in the eight wells
will be approximately 43 percent. The Board of DOGM approved our request for
forced pooling of the remaining non-consenting interests in the 332 acres at a
hearing on October 28, 2009. On October 29, 2009, we received the drilling
permits for all eight wells. 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 first two of the
eight shallow oil wells in the fourth quarter 2009 with the remaining six wells
expected to be drilled in late 2009 or early 2010.
Budong-Budong Project, Indonesia ("Budong PSC")
The interpretation of 650 kilometers of 2-D seismic was completed in the
third quarter 2009. Current activities include 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 nine months ended September 30, 2009, we incurred $0.1 million for
surveying, permitting, engineering and well planning and $1.2 million for
seismic processing and interpretation. 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 processing of 650 kilometers of 2-D seismic and the reprocessing of 680
kilometers of vintage 2-D seismic was completed in the third quarter 2009.
Current activities include the interpretation 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 the 3-D seismic should
be completed in the fourth quarter 2009. We expect the seismic to mature the
prospect inventory to make a decision in 2009 for a well in 2010. During the
nine months ended September 30, 2009, we incurred $0.9 million for seismic
processing and reprocessing. The projected remaining 2009 project expenditures
(net to our working interest) for exploration activities are $1.4 million.
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 have a 100 percent working interest in the Block
64 EPSA during the exploration phase. Oman Oil Company has the option to back-in
to up to a 20 percent interest in the Block 64 EPSA 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.
Current activities include the compilation of existing data, preparation for 3-D
pre-stack depth migration reprocessing and initiation of a baseline
environmental survey. During the nine months ended September 30, 2009, we
incurred $2.4 million for costs associated with signing the license, including
signature bonus and data compilation and $0.1 million for seismic processing and
reprocessing. There is no expected remaining 2009 budget left for this project.
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 $2.1 million during the nine months
ended September 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.
Based on our cash balance of $49 million at September 30, 2009, we will be
required to raise additional funds in order to fund our 2010 forecasted
operating and capital expenditures. As we disclosed in previous filings, our
cash is being used to fund oil and gas exploration projects and to a lesser
extent general and administrative costs. Through September 30, 2009, our
exploration expenditures outside of Venezuela have not resulted in new proved
reserves. If we are not able to raise additional capital, there will be a need
to reduce our projected expenditures which could limit our ability to operate
our business. Currently, our only source of cash is dividends from Petrodelta,
for which we recently announced an increase in proved reserves net to Harvest
from 43.3 million barrels of oil equivalent ("MMBOE") at December 31, 2008 to
47.6 MMBOE at August 31, 2009. This increase in Petrodelta proved reserves could
potentially provide an increase in cash dividends to Harvest in future years.
However, there is no certainty that Petrodelta will pay dividends in 2009 or
2010. Our lack of cash flow and the unpredictability of cash dividends from
Petrodelta could make it difficult to obtain financing, and accordingly, there
is no assurance adequate financing can be raised. We continue to pursue, as
appropriate, additional actions designed to generate liquidity including seeking
of financing sources, accessing equity and debt markets, exploration of our
properties worldwide, and cost reductions. In addition, we could delay
discretionary capital spending to future periods or sell assets as necessary to
maintain the liquidity required to run our operations, if necessary. There can
be no assurances that any of these possible efforts will be successful or
adequate, and if they are not, our financial condition and liquidity could be
materially adversely affected.
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:
Nine Months Ended September 30,
2009 2008
(in thousands)
Net cash provided by (used in) operating activities $ (23,776 ) $ 44,595
Net cash used in investing activities (23,068 ) (11,611 )
Net cash used in financing activities (1,332 ) (35,540 )
Net decrease in cash $ (48,176 ) $ (2,556 )
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At September 30, 2009, we had current assets of $67.7 million and current
liabilities of $18.8 million, resulting in working capital of $48.9 million and
a current ratio of 3.6:1. 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 $28.1 million was primarily due to a reduction in cash and cash
equivalents, primarily for capital expenditures and operating expenses.
Cash Flow from Operating Activities. During the nine months ended
September 30, 2009, net cash used in operating activities was approximately
$23.8 million. During the nine months ended September 30, 2008, net cash
provided by operating activities was approximately $44.6 million. The
$68.4 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 nine months ended
September 30, 2009, we had cash capital expenditures of approximately
$22.7 million. Of the 2009 expenditures, $17.6 million was attributable to
activity on the Antelope project, $2.4 million to Block 64 EPSA, $0.1 million to
Budong PSC, $0.5 million to the West Bay project and $2.1 million to other
projects. During the nine months ended September 30, 2008, we had cash capital
expenditures of approximately $17.2 million. Of the 2008 expenditures,
$3.0 million was attributable to activity on the West Bay project, $6.1 million
to the Dussafu PSC, $2.7 million to the Antelope project, $3.3 million to the
Harvest Hunter #1 project, $1.1 million to the Stark project and $1.0 million
was attributable to other projects.
During the nine months ended September 30, 2008, $6.8 million of restricted
cash used as collateral for loans which were repaid was returned to us. During
the nine months ended September 30, 2009 and 2008, we incurred $0.4 million and
$1.1 million, respectively, of investigatory costs related to various
international and domestic exploration studies.
With the conversion to Petrodelta, Petrodelta's capital commitments will be
determined by their business plan. Petrodelta's capital commitments will be
funded by internally generated cash flow. Our expected capital expenditures will
be funded through our existing cash balances, future Petrodelta dividends,
. . .
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