UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
   
þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2006 2007
or
   
o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from                    to                    
Commission File No. 1-10762
 
Harvest Natural Resources, Inc.
(Exact Name of Registrant as Specified in Its Charter)
   
Delaware
77-0196707
(State or Other Jurisdiction of Incorporation or Organization) 77-0196707
(IRS Employer Identification No.)
   
1177 Enclave Parkway, Suite 300
Houston, Texas
77077
(Address of Principal Executive Offices) 77077
(Zip Code)
(281) 899-5700
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yesþ   Noo
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large Accelerated FileroAccelerated FilerþLarge Accelerated Filero   Accelerated FilerþNon-Accelerated Filero
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yeso   Noþ
     At April 17, 2006, 37,142,59526, 2007, 37,547,523 shares of the Registrant’s Common Stock were outstanding.
 
 


HARVEST NATURAL RESOURCES, INC.
FORM 10-Q
TABLE OF CONTENTS
     
  Page
    
     
    
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  1314 
     
  1817 
     
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  1918 
     
  1918 
     
  2018 
     
  2019 
     
  2019 
     
  2019 
     
  2019 
     
  2220 
 Amended Bylaws
Employment Agreement - Kurt A. Nelson
Memorandum of UnderstandingAmendment to 2006 Long Term Incentive Plan
 Certification of PEO Pursuant toPrincipal Executive Officer - Section 302
 Certification of PFO Pursuant toPrincipal Financial Officer - Section 302
 Certification of PEO Pursuant toPrincipal Executive Officer - Section 906
 Certification of PFO Pursuant toPrincipal Financial Officer - Section 302906

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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HARVEST NATURAL RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
                
 March 31, December 31,  March 31, December 31, 
 2006 2005  2007 2006 
 (in thousands)  (in thousands) 
ASSETS  
CURRENT ASSETS:  
Cash and cash equivalents $185,704 $163,019  $138,706 $148,079 
Restricted cash 24,224 15,888 
Accounts and notes receivable:  
Accrued oil and gas sales 59,195 60,900 
Joint interest and other, net 10,133 10,750  9,809 9,811 
Advances to provisional equity affiliate 17,223 19,146 
Deferred income tax 3,052 3,052  5,608 5,608 
Prepaid expenses and other 1,813 2,149  1,052 1,246 
          
TOTAL CURRENT ASSETS 259,897 239,870  196,622 199,778 
  
RESTRICTED CASH 51,523 73,001 
OTHER ASSETS 1,695 1,600  202 176 
INVESTMENT IN EQUITY AFFILIATE 4,552  
INVESTMENT IN PROVISIONAL EQUITY AFFILIATE 146,436 146,436 
PROPERTY AND EQUIPMENT:  
Oil and gas properties (full cost method – costs of $2,900 excluded from amortization in 2006 and 2005, respectively) 643,126 641,684 
Oil and gas properties (full cost method – costs of $2,900 excluded from amortization in 2007 and 2006, respectively) 2,900 2,900 
Other administrative property 9,584 9,568  1,415 1,375 
          
 652,710 651,252  4,315 4,275 
Accumulated depletion, depreciation and amortization  (502,230)  (491,924)  (1,005)  (955)
          
 150,480 159,328  3,310 3,320 
          
 $412,072 $400,798  $402,645 $422,711 
          
LIABILITIES AND STOCKHOLDERS’ EQUITY  
CURRENT LIABILITIES:  
Accounts payable, trade and other $3,797 $408  $2,120 $3,827 
Accounts payable, related party 9,297 9,203  9,751 9,637 
Accrued expenses 15,541 21,081  8,048 12,975 
Accrued interest 5,935 6,850 
Deferred revenue 8,976 6,728  11,217 11,217 
Income taxes payable 13,582 18,909  60 34 
Current portion of long-term debt 2,583 5,467  40,465 37,674 
          
TOTAL CURRENT LIABILITIES 53,776 61,796  77,596 82,214 
ASSET RETIREMENT LIABILITY 2,153 2,129 
LONG-TERM DEBT 57,209 66,977 
COMMITMENTS AND CONTINGENCIES        
MINORITY INTEREST 43,700 39,361  27,997 28,634 
STOCKHOLDERS’ EQUITY:  
Preferred stock, par value $0.01 a share; authorized 5,000 shares; outstanding, none     
Common stock, par value $0.01 a share; authorized 80,000 shares; issued 37,778 shares at March 31, 2006 and 37,757 shares at December 31, 2005 378 378 
Common stock, par value $0.01 a share; authorized 80,000 shares; issued 37,998 shares at March 31, 2007 and 37,974 shares at December 31, 2006 380 380 
Additional paid-in capital 189,305 188,242  195,638 194,176 
Retained earnings 126,604 112,736  47,669 54,174 
Treasury stock, at cost, 770 shares at March 31, 2006 and December 31, 2005, respectively  (3,844)  (3,844)
Treasury stock, at cost, 770 shares at March 31, 2007 and December 31, 2006, respectively  (3,844)  (3,844)
          
TOTAL STOCKHOLDERS’ EQUITY 312,443 297,512  239,843 244,886 
          
 $412,072 $400,798  $402,645 $422,711 
          
See accompanying notes to consolidated financial statements.

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HARVEST NATURAL RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
                
 First Quarter  Three Months Ended March 31, 
 2006 2005  2007 2006 
 (in thousands, except per share data)  (in thousands, except per share data) 
REVENUES  
Oil sales $54,531 $53,501  $ $54,531 
Gas sales 4,641 7,485   4,641 
     
 59,172 60,986      
       59,172 
      
EXPENSES  
Operating expenses 8,569 8,888   8,569 
Depletion, depreciation and amortization 10,306 11,669  281 10,306 
General and administrative 6,869 5,022  6,433 6,869 
Taxes other than on income 2,399 1,721  237 2,399 
          
 28,143 27,300  6,951 28,143 
          
  
INCOME FROM OPERATIONS 31,029 33,686 
INCOME (LOSS) FROM OPERATIONS  (6,951) 31,029 
  
OTHER NON-OPERATING INCOME (EXPENSE)  
Investment earnings and other 2,061 539  2,387 2,061 
Interest expense  (119)  (242)  (2,481)  (119)
Net gain (loss) on exchange rates  (2) 2,757  56  (2)
          
 1,940 3,054   (38) 1,940 
          
  
INCOME BEFORE INCOME TAXES AND MINORITY INTERESTS 32,969 36,740 
INCOME (LOSS) FROM CONSOLIDATED COMPANIES BEFORE INCOME TAXES AND MINORITY INTERESTS  (6,989) 32,969 
INCOME TAX EXPENSE 14,762 13,533  114 14,762 
          
INCOME BEFORE MINORITY INTERESTS 18,207 23,207 
INCOME (LOSS) BEFORE MINORITY INTERESTS  (7,103) 18,207 
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY COMPANIES 4,339 5,172   (637) 4,339 
          
NET INCOME $13,868 $18,035 
NET INCOME (LOSS) FROM CONSOLIDATED COMPANIES  (6,466) 13,868 
NET LOSS FROM UNCONSOLIDATED EQUITY AFFILIATE  (39)  
     
NET INCOME (LOSS) $(6,505) $13,868 
          
  
NET INCOME PER COMMON SHARE: 
NET INCOME (LOSS) PER COMMON SHARE: 
Basic $0.37 $0.49  $(0.17) $0.37 
          
Diluted $0.36 $0.47  $(0.17) $0.36 
          
 
OTHER COMPREHENSIVE LOSS: UNREALIZED MARK TO MARKET LOSS FROM CASH FLOW HEDGING ACTIVITIES, NET OF TAX   (6,048)
     
COMPREHENSIVE INCOME $13,868 $11,987 
     
See accompanying notes to consolidated financial statements.

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HARVEST NATURAL RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
                
 First Quarter  Three Months Ended March 31, 
 2006 2005  2007 2006 
 (in thousands)  (in thousands) 
CASH FLOWS FROM OPERATING ACTIVITIES:  
Net Income $13,868 $18,035 
Net Income (Loss) $(6,505) $13,868 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depletion, depreciation and amortization 10,306 11,669  281 10,306 
Deferred compensation expense   (448)
Net loss from unconsolidated equity affiliate 39  
Non-cash compensation-related charges 1,048 856  1,462 1,048 
Minority interest in consolidated subsidiary companies 4,339 5,172   (637) 4,339 
Changes in Operating Assets and Liabilities:  
Accounts and notes receivable 2,322  (5,014) 2 2,322 
Advances to provisional equity affiliate 1,923  
Prepaid expenses and other 336  (834) 194 336 
Commodity hedging contract  3,686 
Accounts payable 3,389  (3,703)  (1,707) 3,389 
Accounts payable, related party 94  (1,952) 114 94 
Accrued expenses  (5,540)  (7,969)  (4,927)  (5,495)
Accrued interest  (915)  (45)
Deferred revenue 2,248    2,248 
Asset retirement liability 24 54   24 
Income taxes payable  (5,327) 7,573  26  (5,327)
          
NET CASH PROVIDED BY OPERATING ACTIVITIES 27,107 27,125 
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES  (10,650) 27,107 
          
  
CASH FLOWS FROM INVESTING ACTIVITIES:  
Additions of property and equipment  (1,458)  (6,515)  (271)  (1,458)
Investment in equity affiliate  (4,591)  
Decrease in restricted cash 13,142  
Investment costs  (95)  (1,104)  (26)  (95)
          
NET CASH USED IN INVESTING ACTIVITIES  (1,553)  (7,619)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 8,254  (1,553)
          
 
CASH FLOWS FROM FINANCING ACTIVITIES:  
Net proceeds from issuances of common stock 15 358   15 
Payments of notes payable  (2,884)  (1,291)  (6,977)  (2,884)
          
NET CASH USED IN FINANCING ACTIVITIES  (2,869)  (933)  (6,977)  (2,869)
          
  
NET INCREASE IN CASH AND CASH EQUIVALENTS 22,685 18,573 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS  (9,373) 22,685 
  
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 163,019 84,600  148,079 163,019 
          
CASH AND CASH EQUIVALENTS AT END OF PERIOD $185,704 $103,173  $138,706 $185,704 
          
 
SUPPLEMENTAL DISCLOSURES OR CASH FLOW INFORMATION 
Cash paid during the period for interest $119 $239 
     
Cash paid during the period for income taxes $247 $1,297 
     
Supplemental Schedule of Noncash Investing and Financing Activities:
     During the three months ended March 31, 2007, we issued 0.2 million shares of restricted stock valued at $2.1 million.
See accompanying notes to consolidated financial statements.

5


HARVEST NATURAL RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
First QuarterThree Months Ended March 31, 2007 and 2006 and 2005 (unaudited)
Note 1 — Organization and Summary of Significant Accounting Policies
Interim Reporting
     In our opinion, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring accruals only) necessary to present fairly the financial position as of March 31, 2006,2007, and the results of operations and cash flows for the first quarter 2006three months ended March 31, 2007 and 2005.2006. The unaudited consolidated financial statements are presented in accordance with the requirements of Form 10-Q and do not include all disclosures normally required by accounting principles generally accepted in the United States of America.America (“GAAP”). Reference should be made to our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended 2005,2006, which include certain definitions and a summary of significant accounting policies and should be read in conjunction with this Quarterly Report on
Form 10-Q. The results of operations for the interim period are subject to the receipt of the first quarter 2006 payment under the Operating Service Agreement (“OSA”) which is due by the end of May. In addition, the results for this quarter are not necessarily indicative of the results of operations for the entire year due to the uncertainty of the situation in Venezuela, including the possible conversion of the OSA to a mixed company (the “Mixed Company”) as described in Note 6.
Organization
     Harvest Natural Resources, Inc. is engaged in the exploration, development, production and management of oil and natural gas properties. We conduct our business principally in Venezuela through our 80 percent owned subsidiary Harvest-Vinccler, C.A.Harvest Vinccler, S.C.A. (“Harvest Vinccler”) in which we indirectly own an 80-percent interest. Effective April 1, 2006, our activities under our Operating Service Agreement (“OSA”) are reflected under the equity method of accounting. Since such activities are subject to the completion of the conversion of the OSA to Petrodelta S. A. (“Petrodelta”), we have not recorded any net earnings from such activities since April 1, 2006, including the three months ended March 31, 2007.
     On March 31, 2006, Harvest Vinccler signed a Memorandum of Understanding (the “MOU”) with two affiliates of PDVSA, Corporación Venezolana del Petroleo S.A. (“CVP”) and PDVSA Petroleo S.A. (“PPSA”), to convert the OSA into a minority interest in Petrodelta. Upon receipt of the Venezuelan government approvals contemplated by the MOU, Harvest Vinccler, HNR Finance B.V. and CVP will enter into a Contract of Conversion (the “Conversion Contract”). Upon execution of the Conversion Contract, Petrodelta will be formed. Subject to the conditions of the Conversion Contract, the OSA will be cancelled, Harvest Vinccler will transfer substantially all of its tangible assets and contracts, permits and rights related to the Uracoa, Tucupita and Bombal fields (“SMU fields”) in Venezuela to Petrodelta and Petrodelta will engage in the exploration, production, gathering, transportation and storage of hydrocarbons from the SMU fields, as well as the Isleño, Temblador and El Salto fields which will have been awarded to Petrodelta as a condition of conversion. Upon completion of conversion, HNR Finance B.V. will have a 40 percent ownership interest in Petrodelta. Since we indirectly own 80 percent of HNR Finance B.V., we will indirectly own a net 32 percent interest in Petrodelta and our partner, Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a controlled affiliate of Venezolana de Inversiones y Construcciones Clerico, C.A. (“Vinccler”), will indirectly own a net eight percent interest. CVP will own the remaining 60 percent. At our request, CVP has added HNR Finance B.V. as a party to the Conversion Contract. Petrodelta will be governed by its own Charter and By-Laws.
Principles of Consolidation
     The consolidated financial statements include the accounts of all wholly-owned and majority-owned subsidiaries. The equity method of accounting is used for companies in which we have significant influence. All intercompany profits, transactions and balances have been eliminated.
Reporting and Functional Currency
     The U.S. Dollar is our functional and reporting currency.

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Revenue Recognition
     Oil and natural gas revenue is accrued monthly based on production and delivery. EachUntil March 31, 2006, each quarter, Harvest Vinccler invoicesinvoiced PDVSA Petroleo S.A., an affiliate of Petroleos de Venezuela S.A. (“PDVSA”), based on barrels of oil accepted by PDVSA during the quarter, using quarterly adjusted U.S. Dollar contract service fees per barrel. The related OSA with PDVSA providesprovided for Harvest Vinccler to receive an operating fee for each barrel of crude oil delivered and the right to receive a capital recovery fee for certain of its capital expenditures, provided that such operating fee and capital recovery fee cannotcould not exceed the maximum total fee per barrel set forth in the agreement. In August 2005, Harvest Vinccler and PDVSA executed a Transitory Agreement (the “Transitory Agreement”) which providesprovided that the maximum total fee per barrel paid under the OSA could not exceed 66.67 percent of the total value of the crude oil as determined under an Annex to the Transitory Agreement. This limitation was applied retroactively to January 1, 2005 and approximates 47 percent of West Texas Intermediate (“WTI”). The operating fee iswas subject to quarterly adjustments to reflect changes in the special energy index of the U.S. Consumer Price Index. EachUntil March 31, 2006, each quarter, Harvest Vinccler also invoicesinvoiced PDVSA for natural gas sales based on a fixed price of $1.03 per Mcf. In addition, Harvest Vinccler agreed to sell to PDVSA 4.5 million barrels of oil stipulated as additional volumes resulting from the natural gas production (“Incremental Crude Oil”). A portion of the Incremental Crude Oil iswas invoiced to PDVSA quarterly at a fixed price of $7.00 per Bbl. The invoices arewere prepared and submitted to PDVSA by the end of the first month following the end of each calendar quarter, and payment iswas due from PDVSA by the end of the second month following the end of each calendar quarter. Harvest Vinccler invoiced PDVSA for the first quarter 2006 delivery of its crude oil and natural gas in accordance with the Transitory Agreement. However, Harvest Vinccler

6


has recorded deferred revenue of $9.0 million for 2005 and first quarter 2006 deliveries pending clarification on the calculation of crude prices under the Transitory Agreement.
     As of March 31, 2007, the conversion to Petrodelta had not yet been completed pending approvals by the Venezuelan government. In April 2006, the Venezuelan National Assembly passed legislation unilaterally terminating all operating service agreements and directing the government to take over the operations carried out by the private companies without prejudice to the incorporation of mixed companies for that purpose. This action, coupled with the unfinished conversion to Petrodelta, left Harvest Vinccler without a contractual means recognized by the government of Venezuela to address revenues or costs and expenses since March 31, 2006. As a result of this situation, our consolidated financial statements prepared in accordance with GAAP for the three months ended March 31, 2007 do not reflect the net results of our producing operations in Venezuela. We will not be able to include the results of our Venezuelan operations in our consolidated financial statements until the conversion to Petrodelta is completed or there is a contractual means recognized by the government of Venezuela to address revenues, costs and expenses. Although the MOU provides that there will be an adjustment between the parties to obtain the same economic result as if the conversion had been completed on April 1, 2006, this adjustment will not occur until the conversion is completed. Harvest Vinccler continues in the day-to-day operations of its properties in Venezuela and continues to incur expenses in doing so. The equity method of accounting will be followed for Petrodelta to reflect our net 32 percent interest. At March 31, 2007, Harvest Vinccler had advances outstanding to PDVSA of $17.2 million, of which $9.6 million had been reimbursed through April 25, 2007.
Cash and Cash Equivalents
     Cash equivalents include money market funds and short term certificates of deposit with original maturity dates of less than three months. At March 31, 2006,2007, Harvest Vinccler had 17.025.4 billion Venezuela Bolivars (“Bolivars”) which are shown in the March 31, 20062007 financial statements as $7.9$11.8 million in cash and cash equivalents.
Restricted Cash
     Restricted cash represents cash and cash equivalents held in U.S. banks used as collateral for Harvest Vinccler expects to be able to utilizeVinccler’s line of credit and loan agreements, and is classified as current or non-current based on the Bolivars received to date. However, toterms of the extent that Harvest Vinccler receives additional Bolivars in excess of its internal needs, there may be limited means to convert excess Bolivars into U.S. Dollars or other foreign currencies, and there would be a loss on any conversion where the exchange rate is above the official rate of 2,150 Bolivars to the U.S. Dollar.agreements. SeeNote 2 – Long-Term Debt.
Minority Interests
     We record a minority interest attributable to the minority shareholder of our Venezuela and Barbados subsidiaries. The minority interest in net income and losses is subtracted or added to arrive at consolidated net income.
Derivatives and Hedging
     Statement of Financial Accounting Standards No. 133 (“SFAS 133”), as amended, establishes accounting and reporting standards for derivative instruments and hedging activities. All derivatives are recorded on the balance sheet at fair value. To the extent that the hedge is determined to be effective, changes in the fair value of derivatives for qualifying cash flow hedges are recorded each period in other comprehensive income. Our derivatives have been designated as cash flow hedge transactions in which we hedge the variability of cash flows related to future oil prices for some or all of our forecasted oil production. The changes in the fair value of these derivative instruments have been reported in other comprehensive income because the highly effective test was met, and have been reclassified to earnings in the period in which earnings are impacted by the variability of the cash flows of the hedged item.
     In August 2004, Harvest Vinccler hedged a portion of its oil sales for calendar year 2005 by purchasing a WTI crude oil put for 5,000 barrels of oil per day. The put cost was $4.24 per barrel, or $7.7 million, and has a strike price of $40.00 per barrel. In September 2004, Harvest Vinccler hedged an additional portion of its calendar year 2005 oil sales by purchasing a second WTI crude oil put for 5,000 barrels of oil per day. The put cost was $3.95 per barrel, or $7.2 million, and has a strike price of $44.40 per barrel. Due to the amended pricing structure as revised by the Transitory Agreement for our Venezuelan oil, these two puts have the economic effect of hedging approximately 21,500 barrels of oil per day for an average of $17.72 per barrel. These puts qualify under the highly effective test and the mark-to-market loss at March 31, 2005 is included in other comprehensive loss.
     Accumulated Other Comprehensive Loss consisted of $9.9 million ($6.5 million net of tax) at March 31, 2005, of unrealized losses on our crude oil puts. Oil sales for the quarter ended 2005 included $3.7 million loss in amortization of the put option cost. Deferred net losses recorded in Accumulated Other Comprehensive Loss at March 31, 2005 was reclassified to earnings during 2005.
     We have not entered into any hedging activities for 2006.
Asset Retirement Liability
     Effective January 1, 2003, we adopted Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” (“SFAS 143”). SFAS 143 requires entities to record the fair value of a liability for a legal obligation to retire an asset in the period in which the liability is incurred if a reasonable estimate of fair value can be made. No wells were abandoned in the quarter ended March 31, 2006, and no wells were abandoned in the year ended December 31, 2005. Changes in asset retirement obligations during the first quarter of 2006 and the year ended December 31, 2005 were as follows:

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  March 31,  December 31, 
  2006  2005 
Asset retirement obligations beginning of period $2,129  $1,941 
Liabilities recorded during the period     96 
Liabilities settled during the period      
Revisions in estimated cash flows  (7)  (17)
Accretion expense  31   109 
       
Asset retirement obligations end of period $2,153  $2,129 
       
Earnings Per Share
     Basic earnings per common share (“EPS”) are computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. The weighted average number of common shares outstanding for computing basic EPS was 37.137.4 million and 36.837.1 million for the first quarterthree months ended March 31, 2007 and 2006, and 2005, respectively. Diluted EPS reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. The weighted average number of common shares outstanding for computing diluted EPS, including dilutive stock options, was 38.537.4 million and 38.638.5 million for the first quarterthree months ended March 31, 2007 and 2006, and 2005, respectively.
     An aggregate of 1.7 million and 2.1 million and 1.0 million options and warrants were excluded from the earnings per share calculations because their exercise price exceeded the average price for the first quarterthree months ended March 31, 2007 and 2006, and 2005, respectively.
Stock-Based Compensation
     At March 31, 2006,2007, we had several stock-based employee compensation plans, which are more fully described in Note 5 in our Annual Report on Form 10-K for the year ended 2005.2006. Prior to 2003, we accounted for those plans under the recognition and measurement provisions of Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. Effective January 1, 2003, we adopted the fair value recognition provisions of SFAS Statement No. 123 (“SFAS 123”), Accounting for Stock-Based Compensation, as amended by Statement of Financial accounting Standards No. 148 (“SFAS 148”), prospectively to all employee awards granted, modified, or settled after January 1, 2003. Effective January 1, 2005, we adopted Statement of Financial Accounting Standard 123 (revised 2004) Share-Based Payment (“SFAS 123R”) to all employee awards granted, modified, or settled after October 1, 2005. Awards under our plans vest in periodic installments after one year of their grant and expire seven to ten years from the grant date. Therefore, the cost related to stock-based employee compensation included in the determination of net income in the first quarterthree months ended March 31, 2006 and 2005 is less than that which would have been recognized if the fair value based method had been applied to all awards since the original effective date of SFAS 123. The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding and unvested awards in each period.
     
  Three Months Ended 
  March 31, 2006 
  (in thousands) 
Net income, as reported $13,868 
Add: Stock-based employee compensation cost, net of tax  869 
Less: Total stock-based employee compensation cost determined under fair value based method, net of tax  (883)
    
Net income – proforma $13,854 
    
     
Net income per common share:    
Basic — as reported $0.37 
    
Basic — proforma $0.37 
    
     
Diluted — as reported $0.36 
    
Diluted — proforma $0.36 
    
     No stock options were exercised in the three months ended March 31, 2007 and 2006.
New Accounting Pronouncements

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  First Quarter 
  2006  2005 
  (in thousands) 
Net income, as reported $13,868  $18,035 
Add: Stock-based employee compensation cost, net of tax  869   399 
Less: Total stock-based employee compensation cost determined under fair value based method, net of tax  (883)  (526)
       
Net income – proforma $13,854  $17,908 
       
         
Net income per common share:        
Basic — as reported $0.37  $0.49 
       
Basic — proforma $0.37  $0.49 
       
         
Diluted — as reported $0.36  $0.47 
       
Diluted — proforma $0.36  $0.46 
       
     Stock options of 0.1 million were exercised in the quarter ended 2005 with cash proceeds of $0.4 million.
New Accounting Pronouncements
     In February 2006,2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard 155159AccountingThe Fair Value Option for Certain Hybrid Financial InstrumentsAssets and Financial Liabilities (“SFAS 155”159”), which eliminates the exemption from applyingpermits entities to choose to measure many financial instruments and certain other items at fair value. SFAS 133 to interests in securitized financial assets so that similar instruments are accounted for similarly regardless of the form of the instruments. SFAS 155 also allows the election of fair value measurement at acquisition, at issuance, or when a previously recognized financial instrument is subject to a remeasurement event. Adoption159 is effective for all financial instruments acquired or issued afteras of the beginning of thean entity’s first fiscal year that begins after SeptemberNovember 15, 2006.2007. Early adoption is permitted. The adoptionpermitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement No. 157 – Fair Value Measurements. When adopted, SFAS 155159 is not expected to have a material effect on our consolidated financial position, results of operations or cash flows.
     In MarchReclassifications
     Certain items in 2006 have been reclassified to conform to the FASB issued Statement of Financial Accounting Standard 156 – Accounting for Servicing of Financial Assets (“SFAS 156”), which requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value. SFAS 156 permits, but does not require, the subsequent measurement of servicing assets and servicing liabilities at fair value. Adoption is required as of the beginning of the first fiscal year that begins after September 15, 2006. Early adoption is permitted. The adoption of SFAS 156 is not expected to have a material effect on our consolidated2007 financial position, results of operations or cash flows.statement presentation.
Note 2 Long-Term Debt
Long-Term Debt
     Long-term debt consists of the following:
         
  March 31,  December 31, 
  2006  2005 
  (in thousands) 
Note payable with interest at 9.0% $  $300 
Note payable with interest at 10.1%  2,583   5,167 
       
   2,583   5,467 
 
Less current portion  2,583   5,467 
       
  $  $ 
       
         
  March 31,  December 31, 
  2007  2006 
  (in thousands) 
Note payable with interest at 10.0% $48,837  $55,814 
Note payable with interest at 10.0%  9,302   9,302 
Note payable with interest at 10.0%  39,535   39,535 
       
   97,674   104,651 
         
Less current portion  40,465   37,674 
       
  $57,209  $66,977 
       
     On September 27, 2006, Harvest Vinccler entered into a three year term loan with a Venezuelan bank for 105 billion Bolivars (approximately $48.8 million). The first principal payment is due 360 days after the funding date in the amount of 21 billion Bolivars (approximately $9.8 million), and 21 billion Bolivars (approximately $9.8 million) every 180 days thereafter. A payment in the amount of 20 billion Bolivars (approximately $9.3 million) was made on December 18, 2006. The interest rate for the first year is fixed at 10.0 percent and will be renegotiated for the second year subject to a maximum of 95 percent of the average interest rate charged by six major Venezuelan banks. This loan is collateralized by a $32.3 million deposit plus interest in a U.S. bank. The loan was used to meet the SENIAT income tax assessments and related interest.
     On October 3, 2006, Harvest Vinccler entered into a term loan with a Venezuelan bank for 20 billion Bolivars (approximately $9.3 million). The loan matures in 180 days at a fixed interest rate of 10.0 percent. The loan was used to meet the SENIAT income tax assessments and related interest. This loan is collateralized by a $7.7 million deposit plus interest in a U.S. bank. This loan matured on April 2, 2007. At maturity, Harvest Vinccler and the Venezuelan bank agreed to extend the loan for an additional 180 days subject to the same terms and conditions.
     On November 20, 2006, Harvest Vinccler entered into a three year term loan with a Venezuelan bank for 120 billion Bolivars (approximately $55.8 million). The first principal payment is due 180 days after the funding date in the amount of 20 billion Bolivars (approximately $9.3 million), and 20 billion Bolivars (approximately $9.3 million) every 180 days thereafter. A payment in the amount of 15 billion Bolivars (approximately $7.0 million) was made on February 2, 2007. The interest rate for the first 180 days is fixed at 10.0 percent and may be adjusted from time to time thereafter within the limits set forth by the Central Bank of Venezuela or in accordance with the conditions in the financial market. The loan is collateralized by a $35.4 million deposit plus interest in a U.S. bank. The loan was used to meet the SENIAT income tax assessments and related interest, refinance a portion of the 105 billion Bolivar loan and to fund operating requirements.

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     Our 2007 Notes were redeemed on November 1, 2004, and we were released from all obligations. The redemption of the 2007 Notes triggered an obligation under the terms of Harvest Vinccler’s U.S. Dollar loans from a Venezuelan commercial bank to renegotiate the terms of those loans or, if agreement on renegotiated terms could not be reached within 30 days after November 1, 2004, the loans could be declared due and payable. As a result, the entire amount was reclassified from long term to current debt. It is possible that agreement will not be reached in negotiated terms and Harvest Vinccler will be required to prepay the remaining March 31, 2006 balance of $2.6 million.
     All of our outstanding debt is current at March 31, 2006.
Note 3 — Commitments and Contingencies
     Excel Enterprises L.L.C. vs. Benton Oil & Gas Company, now known as Harvest Natural Resources, Inc., Chemex, Inc., Harvest Vinccler, C.A., Gale Campbell and Sheila Campbell in the District Court for Harris County, Texas. This suit was brought in May 2003 by Excel alleging, among other things, breach of a consulting agreement between Excel and us, misappropriation of proprietary information and trade secrets, and fraud. Excel seeks actual and exemplary damages, injunctive relief and attorneys’ fees. In October 2003, the Court abated the suit pending final judgment of a case pending in Louisiana to which we are not a party. We dispute Excel’s claims and plan to vigorously defend against them. We are unable to estimate the amount or range of any possible loss.
     Uracoa Municipality Tax Assessments. In July 2004, Harvest Vinccler has received three taxnine assessments from a tax inspector for the Uracoa municipality in which part of the South Monagas Unit is located. A protest to the assessments was filed with the municipality, and in September 2004 the tax inspector responded in part by affirming one of the assessments and issuing a payment order. SMU fields are located as follows:
Three claims were filed in July 2004 and allege a failure to withhold for technical service payments and a failure to pay taxes on the capital fee reimbursement and related interest paid by PDVSA under the Operating Services Agreement. Harvest Vinccler has filed a motion to enjoin and dismiss one of the claims with the Tax Court in Barcelona, Venezuela and has protested the remaining claims with the municipality.
Two claims were filed in July 2006 alleging the failure to pay taxes at a new rate set by the Municipality. Harvest Vinccler has filed a protest on these claims with the Tax Court in Barcelona.
Two claims were filed in August 2006 alleging a failure to pay taxes on estimated revenues for the second quarter of 2006 and a withholding error with respect to certain vendor payments. Harvest Vinccler has filed a protest on one claim with the Tax Court in Barcelona and filed a protest on the other claim with the municipality.
Two claims were filed in March 2007 alleging a failure to pay taxes on estimated revenues for the third and fourth quarters of 2006. Harvest Vinccler has filed a protest on these claims with the municipality.
Harvest Vinccler has filed a motion withdisputes the tax court in Barcelona, Venezuela, seeking to enjoin the payment order and dismiss the assessment. We dispute all of theUracoa tax assessments and believe we havebelieves it has a substantial basis for ourits positions. We areHarvest Vinccler is unable to estimate the amount or range of any possible loss. As a result of retroactive tax increases imposed by the SENIAT, the Venezuelan income tax authority, Harvest Vinccler has filed claims against the Uracoa Municipality in the Tax Court in Caracas for the refund of all municipal taxes paid since 1997.
     Libertador Municipality Tax Assessment. In April 2005, Harvest Vinccler received a tax assessment from a tax inspector for the Libertador municipality in which part of the South Monagas Unit isSMU fields are located. Harvest Vinccler has submitted a protest to the assessment at the Mayor’s Office, and if no favorable resolution is obtained, it will file a motion with the tax court seeking to enjoin the payment order and dismiss the assessment. We dispute the allegations set forth in the assessment and believe we have a substantial basis for our position. We are unable to estimate the amount or range of any possible loss.
The SENIAT Tax Assessment. On July 22, 2005, As a result of retroactive tax increases imposed by the SENIAT, the Venezuelan income tax authority, issued a preliminary tax assessment to Harvest Vinccler of 184 billion Venezuelan Bolivars related to fiscal years 2001 through 2004. At the official exchange rate of 2,150 Bolivars per U.S. Dollar, the dollar equivalent of the preliminary tax assessment is approximately $85 million. In addition, the SENIAT imposed penalties equal to 10 percent of the preliminary tax assessment claim for a total claim of 202 billion Bolivars, or approximately $94 million. Upon review of the preliminary tax assessment, we determined not to contest two elements of the claim and made payments totaling 11.3 billion Bolivars or $5.3 million in August and September, 2005. In September and October 2005, we filed a response and evidentiary support with the SENIAT contesting all other claims. While the SENIAT has not notified Harvest Vinccler of any tax assessment for the 2005 tax year, it will likely do so on the common elements of the tax assessment, including the applicable tax rate. We believe Harvest Vinccler has met its tax obligationsfiled claims against the Libertador Municipality in the Tax Court in Caracas for the refund of all material respects. The SENIAT and Harvest Vinccler have formed a working group to review the tax assessment for possible resolution of these claims. We intend to take all measures necessary to protect our rights, and will vigorously challenge all elements of the tax assessment that are not supported by Venezuelan law.municipal taxes paid since 2001.
     International Arbitration. As a result of the actions taken by PDVSA, the Ministry of Energy and Petroleum (“MEP”) and the SENIAT, in July 2005, we delivered formal notices to Venezuelan government officials of an investment dispute under Venezuelan law and bilateral investment treaties entered into by the government of Venezuela. The bilateral investment treaties and Venezuelan law provide for international arbitration of investment disputes conducted through the International Centre for Settlement of Investment Disputes of the World Bank.

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     We are a defendant in or otherwise involved in other litigation incidental to our business. In the opinion of management, there is no such litigation which will have a material adverse impact on our financial condition, results of operations and cash flows.

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Note 4 — Taxes
Taxes Other Than on Income
     Harvest Vinccler payspaid municipal taxes on operating fee revenues it receivesreceived under the OSA for deliveries from the South Monagas Unit.SMU fields. The components of taxes other than on income were (in thousands):were:
                
 First Quarter  Three Months Ended March 31, 
 2006 2005  2007 2006 
 (in thousands)  (in thousands) 
Venezuelan Municipal Taxes $2,143 $1,499  $ $2,143 
Franchise Taxes 38 48  53 38 
Payroll and Other Taxes 218 174  184 218 
          
 $2,399 $1,721  $237 $2,399 
          
     In July 2006, the FASB issued Financial Interpretation No. 48 (“FIN 48”) – Accounting for Uncertainty in Income Taxes. FIN 48 was issued to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes by prescribing a recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 did not impact our consolidated financial position, results of operations and cash flows for the quarter ended March 31, 2007.
Note 5 — Operating Segments
     We regularly allocate resources to and assess the performance of our operations by segments that are organized by unique geographic and operating characteristics. The segments are organized in order to manage regional business, currency and tax related risks and opportunities. As a result of the situation in Venezuela, our GAAP consolidated financial statements for the three months ended March 31, 2007 do not reflect the net results of our producing operations in Venezuela. SeeNote 7 – Venezuela, Operations. Revenue from Venezuela is derived primarily from the delivery and sale of oil and natural gas. Operations included under the heading “Russia” include project evaluation costs and other costs to maintain an office in Russia. Operations included under the heading “United States and Other” include corporate management, cash management, business development and financing activities performed in the United States and other countries which do not meet the requirements for separate disclosure. All intersegment revenues, other income and equity earnings, expenses and receivables are eliminated in order to reconcile to consolidated totals. Corporate general and administrative and interest expenses are included in the United States and Other segment and are not allocated to other operating segments:
                
 First Quarter  Three Months Ended March 31, 
 2006 2005  2007 2006 
 (in thousands)  (in thousands) 
Operating Segment Revenues
  
Oil and gas sales:  
Venezuela $59,172 $60,986  $ $59,172 
          
Total oil and gas sales 59,172 60,986   59,172 
          
  
Operating Segment Income (Loss)
  
Venezuela 17,356 20,685   (2,530) 17,356 
Russia  (557)  (762)
United States and other  (2,931)  (1,888)  (3,975)  (3,488)
          
Net income $13,868 $18,035 
Net income (loss) $(6,505) $13,868 
          

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 March 31, December 31,  March 31, December 31, 
 2006 2005  2007 2006 
 (in thousands)  (in thousands) 
Operating Segment Assets
  
Venezuela $262,985 $258,268  $270,920 $306,289 
Russia 279 317 
United States and other 158,301 161,011  153,933 155,973 
          
 421,565 419,596  424,853 462,262 
Intersegment eliminations  (9,493)  (18,798)  (22,208)  (39,551)
          
 $412,072 $400,798  $402,645 $422,711 
          
Note 6 – China Operations
     In March 2007, China National Offshore Oil Corporation (“CNOOC”) granted us an extension of Phase 1 of the Exploration Period for the WAB-21 contract area to May 2009. WAB-21 represents the $2.9 million excluded from the full cost pool as reflected on our March 31, 2007 and December 31, 2006 balance sheets.
Note 7 — Venezuela Operations
     Under the terms of the OSA with PDVSA related to the reactivation and further development of the Uracoa, Tucupita and Bombal fieldsSouth Monagas Unit, Venezuela (Harvest Vinccler)
     Currently, our only producing assets are in Venezuela, a service fee payment toVenezuela. Since 1992, Harvest Vinccler is due byhas been providing operating services to PDVSA for the end of the second month after the end of each calendar quarter. In August 2005, Harvest Vinccler entered into the Transitory Agreement with PDVSA. The Transitory Agreement provides that effective January 1,South Monagas Unit under an OSA. However, beginning in 2005, the total amounts paid under the OSA could not exceed 66.67 percentgovernment of the total valueVenezuela initiated a series of the crude oil as determined under an Annexactions to the Transitory Agreement. Under the fee limitcompel companies with operating service agreements to convert those agreements into new companies in the Transitory Agreement, the new fee has historically averaged approximately 47 percent of the price of WTI. Quarterly payments for oil and natural gas revenueswhich PDVSA would have been received 75 percent in U.S. Dollars and 25 percent in Bolivars. The OSA stipulates payment is to be in U.S. Dollars or a currency selected by Harvest Vinccler.
majority interest. On March 31, 2006, Harvest Vinccler signed a MemorandumMOU with two affiliates of Understanding with PDVSA, Petroleo, S.A.CVP and Corporación Venezolana del Petroleo S.A. (“CVP”)PPSA, to convert itsthe OSA to the Mixed Companyinto a minority interest in Petrodelta. The MOU is subject to certain conditions. Upon completionconditions, including execution of the conversion, a Harvest Natural Resources, Inc. affiliate (“Harvest”) will own 40 percentConversion Contract and Venezuelan government approvals. On August 16, 2006, the MOU was amended to provide for the addition of the shares of the Mixed Company (32 percent netIsleño, El Salto and Temblador fields to Harvest) and CVP will own the remaining 60 percent. ConversionPetrodelta as additional consideration for our conversion of the OSA to Petrodelta. On December 18, 2006, at a Special Meeting of the Mixed Company is subject to 1) completionStockholders of definitive agreements, 2) finalization of agreement on additional consideration, 3) approvalHarvest Natural Resources, Inc., the transactions contemplated by the boardMOU were approved. As of directorsthis report, the Minister of Energy and Petroleum has approved this agreement. We await further governmental approvals necessary to complete the entities which control Harvest Vinccler, 4)conversion, however, the timing of and probability for such approval by the shareholders of Harvest and 5) approval by the Venezuelan MEP andis uncertain.
     In April 2006, the Venezuelan National Assembly. UponAssembly passed legislation terminating all operating service agreements and directing the government to take over the operations carried out by the private companies without prejudice to the incorporation of mixed companies for that purpose. This action, coupled with the unfinished conversion to Petrodelta, has left Harvest Vinccler without a contractual means recognized by the government of Venezuela to address revenues or costs and expenses since March 31, 2006. As a result of this situation, our consolidated financial statements prepared in accordance with GAAP for the year ended December 31, 2006 and the three months ended March 31, 2007, do not reflect the net results of our producing operations in Venezuela. We will not be able to include the results of our Venezuelan operations in our consolidated financial statements until the conversion to Petrodelta is completed or there is a contractual means recognized by the government of Venezuela to address revenues, costs and expenses. Although the MOU provides that upon completion of the conversion, there will be an adjustment between the parties to obtain the same economic result as if the conversion had been completed on April 1, 2006.
     The impact, timing and likelihood of2006, this adjustment will not occur until the conversion tois completed.
     Since signing the Mixed Company cannot be fully ascertained at this time. The 40 percent ownershipMOU, CVP has designated its board members and a General Manager and President for Petrodelta, each of whom influence Harvest Vinccler’s operations and staffing. Harvest Vinccler continues in the Mixed Company will likely be accountedday-to-day operations of its properties in Venezuela, and since April 1, 2006, it has accrued cash advances of $46.1 million to fund operations. At the request of PDVSA, Harvest Vinccler invoiced PDVSA for under the equity method of accounting with a minority interest to reflect our net 32 percent interest. We will no longer be allowed to consolidate our Venezuelan interestthese costs and as of April 1, 2006.25, 2007, $35.4 million, representing April through December 2006 advances, have been reimbursed. Harvest Vinccler invoiced PDVSA $6.9 million for January and February 2007 expenses and has received partial reimbursement for January.

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Note 8 – Domestic Operations
     In January 2007, we purchased a 45 percent interest in Fusion Geophysical, L.L.C. (“Fusion”) for $4.6 million. Fusion is a technical firm specializing in the areas of geophysics, geosciences and reservoir engineering. Our minority equity investment in Fusion is accounted for using the equity method of accounting. All amounts represent 100 percent of Fusion. No dividends were paid during the period. Summarized financial information for Fusion follows (in thousands):
     
  Three Months Ended 
  March 31, 
  2007 
Operating Revenues $1,573 
    
Net Loss $(87)
    
     
  March 31, 
  2007 
Total Assets $13,096 
    

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Harvest Natural Resources, Inc. (“Harvest” or the “Company”) cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this report 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 report, 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. In accordance with the provisions of the Private Securities Litigation Reform Act of 1995, we caution you that important factors could cause actual results to differ materially from those in the 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 our undeveloped reserves, successful conversion of Venezuelan assets to the Mixed Company and relationship with a majority owner,mixed company, 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 operation and development of oil and natural gas properties, risks incumbent to being a minority shareholder 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, basis risk and counterparty credit risk in executing commodity price risk management activities, the Company’s ability to acquire oil and natural gas properties that meet its objectives, changes in operating costs, overall economic conditions, political instability, civil unrest, acts of terrorism, currency and exchange risks, 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. A discussion of these factors is included in our Annual Report on Form 10-K for the year ended 2005,2006, which includes certain definitions and a summary of significant accounting policies and should be read in conjunction with this Quarterly Report.
Venezuela
     InWe had a loss of $6.5 million, or $0.17 per diluted share, for the three months ended March 31, 2007. The loss is due to the continued inability to recognize equity earnings for the producing operations in Venezuela. As we described in our Annual Report on Form 10-K for the year ended 2005,2006, we describedwill not be able to report the eventsresults of our Venezuelan operations in Venezuela that have and may continueour consolidated financial statements until the conversion to adversely affect our operations. These events were part ofPetrodelta S.A. (“Petrodelta”) is completed or there is a series of actions initiatedcontractual means recognized by the government of Venezuela to compel companies with operating service agreements to convert those agreements into new companies in which Petroleos de Venezuela,address revenues, costs and expenses. Although the Memorandum of Understanding executed by Harvest Vinccler, Corporación Venezolana del Petroleo S.A. (“CVP”) and PDVSA Petroleo S.A. (“PDVSA”) has a majority interest. In our Annual Reportin March 2006 provides that upon completion of the conversion there will be an adjustment between the parties to obtain the same economic result as if the conversion had been completed on Form 10-K, we also describedApril 1, 2006, this adjustment will not occur until the risk factors createdconversion is completed. Conversion cannot be completed until Harvest Vinccler receives all required approvals by the situationgovernment of Venezuela. Based on our ongoing discussions with Venezuelan officials, we believe that these approvals will be received, but we cannot provide assurance when or if that will occur.
     Through April 2007, we have been reimbursed $15.1 million by PDVSA for advances to fund operations during the fourth quarter of 2006. We have invoiced PDVSA for January and February 2007 advances of $6.9 million and have been reimbursed for most of the January advances. We have also reached agreement with CVP on the business plan for Petrodelta. Our plan calls for the immediate resumption of the suspended development of the SMU fields as well as appraisal and development of the Isleño, Temblador and El Salto fields. We believe these events show continued progress to conversion to Petrodelta.
     Certain operating statistics for the three and twelve month periods ended March 31, 2007 for the SMU fields operated by Harvest Vinccler are set forth below. This information is provided at 100 percent, without reduction for our interest under the Operating Services Agreement (“OSA”) or an ownership interest in Venezuela, including:Petrodelta. While we believe this information to be accurate, no representation is made with respect to what will be reflected in our consolidated financial statements after completing the conversion to Petrodelta. This information may not be representative of future results.

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  Three Months Ended Twelve Months Ended
  March 31, 2007 March 31, 2007
Oil production (million barrels)  1.5   6.7 
Natural gas production (billion cubic feet)  3.3   14.8 
Barrels of oil equivalent  2.1   9.2 
Cash operating costs ($millions)  13.8   42.3 
Capital expenditures ($millions)  0.3   3.7 
Our interests in Venezuela may be unlawfully expropriated by the Venezuelan government.
Our only source of production may be reduced further by actions of the Venezuelan government.
Future payments to Harvest Vinccler may be adversely affected by actions of the Venezuelan government.
Actions by the SENIAT to collect claimed back taxes could threaten the viability of our Venezuelan operations.
The actions of the Venezuelan government may cause us to file for international arbitration.
Harvest Vinccler may not be able to reach agreement on the terms of the Mixed Company     Crude oil delivered from the SMU fields to PDVSA will be 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 priced and prevailing market conditions. Crude oil prices that would be paid for the oil production if the Conversion Contract were in place cannot yet be calculated as an element of the pricing formula has not been set. Market prices for crude oil of the type produced in the fields operated by Harvest Vinccler averaged approximately $44.43 and $47.18 a barrel for the three and twelve months ended March 31, 2007, respectively. The price for natural gas that would be paid under the Conversion Contract is $1.54 per thousand cubic feet.
     See the notes accompanying the financial statements inItem 1 Financial Statementsof this Quarterly Report of Form 10-Q, and there is a risk any agreement will not receive the necessary approvals.
SeeItem 1 Business, Item 1A Risk FactorsandItem 7 Management’s Discussion and Analysis of Financial Condition and Results of Operationsin our Annual Report on Form 10-K for the year ended 20052006 for a complete description of these matters.
     On March 31, 2006, Harvest Vinccler signed a Memorandum of Understanding (“MOU”) with PDVSA Petroleo, S.A. and Corporación Venezolana del Petroleo S.A. (“CVP”) to convert its Operating Service Agreement (“OSA”) to a mixed company (the “Mixed Company”) subject to certain conditions. Upon completion of the conversion, a Harvest Natural Resources, Inc. affiliate (“Harvest”) will own 40 percent of the shares of the Mixed

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Company (32 percent net to Harvest) and CVP will own the remaining 60 percent. Conversion of the OSA to the Mixed Company is subject to 1) completion of definitive agreements, 2) finalization of agreement on additional consideration, 3) approval by the board of directors of the entities which control Harvest Vinccler, 4) approval by the shareholders of Harvest and 5) approval by the Venezuelan Ministry of Energy and Petroleum (“MEP”) and the Venezuelan National Assembly. Upon completion of the conversion, there will be an adjustment between the parties to obtain the same economic result as if the conversion had been completed on April 1, 2006.
       Under the MOU, the terms and conditions of the migration to the Mixed Company shall be in substantial conformity with the form of Conversion Contract attached to the MOU. Significant elements of the draft Conversion Contract include:
Exploration and production activities may be conducted for a maximum period of 20 years.
Operations will be conducted in accordance with a business plan attached to the contract. In addition, the Mixed Company will adopt policies and procedures governing its operations.
The OSA will be cancelled upon completion of the conversion process.
Harvest Vinccler will be paid for the first quarter 2006 deliveries under the terms of the OSA as amended by the Transitory Agreement.
Except under very limited circumstances, shares held in the Mixed Company may not be directly or indirectly transferred without the consent of the MEP and, under certain circumstances, subject to a right of first refusal by CVP.
Matters requiring shareholder approval may be approved by a simple majority with the exception of certain specified matters which require approval by at least 75 percent of the shares.
The board of directors of the Mixed Company shall consist of five directors, three of whom are appointed by CVP and two of whom are appointed by Harvest. The board may act by a simple majority of directors.
Each shareholder has the right to nominate a percentage of management personnel equal to its share ownership. CVP has the right to nominate the General Manager for the Mixed Company and Harvest has the right to nominate the Technical and Operations Manager.
All crude oil production shall be sold to a PDVSA affiliate under a reference price intended to reflect the export value to the market for the type of crude delivered. Payment is in U.S. Dollars.
Associated natural gas is sold to PDVSA at a price equivalent to that in the OSA adjusted for royalties. Payment is in Venezuelan Bolivars (“Bolivars”).
Under current tax and royalty legislation, the Mixed Company will pay a 33.3 percent royalty and the income tax rate will be 50 percent. In addition, the Mixed Company will be subject to a “special advantage” payment obligation calculated to assure that Venezuela never receives less than 50 percent of the value of the hydrocarbons produced.
       In addition to Harvest Vinccler, sixteen other oil companies each signed a memorandum of understanding for the conversion of their operating service agreements to mixed companies. The percentage ownership in the mixed companies varied among the signing companies, but no company received more than 40 percent. The general guidelines for these mixed companies were approved by the Venezuelan National Assembly on March 30, 2006. The Minister of the MEP had previously stated that after March 31, 2006, all operating services agreements would cease to exist, and on April 1, 2006, the Minister announced that the government had taken control of fields operated by two companies who declined to sign a memorandum of understanding. On April 5, 2006, the National Assembly passed legislation declaring all operating services agreements illegal.
       The financial reporting impact of the conversion to the Mixed Company cannot be fully ascertained at this time. Upon conversion, the 40 percent ownership in the Mixed Company will likely be accounted for under the

14


equity method of accounting with a minority interest to reflect our net 32 percent interest. We will no longer be able to consolidate our Venezuelan interest as of April 1, 2006 and will be required to reflect the equity income (or loss) as a separate line in the future Consolidated Statements of Operations.
     Execution of the MOU represents an important milestone in the successful conversion of our interestssituation in Venezuela to the Mixed Company. However, the timing and outcome of the process remains uncertain and significant risks remain. The MOU contains a number of conditions to completing the conversion to the Mixed Company, some of which are largely beyond our control. There are also conditions that depend upon successfully reaching agreement with the government of Venezuela on matters that affect the value to us of the Mixed Company. We remain hopeful of reaching a mutually acceptable agreement with the MEP, the SENIAT and PDVSA on the final terms of the Mixed Company while preserving the value of our investment in Harvest Vinccler. However, no assurance can be given that we will satisfy all of the conditions to conversion, and until there is clarity and resolution, uncertainty over the future of our investment in Venezuela will continue to affect our performance. The results from operations for this interim period are subject to Harvest Vinccler being paid for the first quarter 2006 deliveries under the terms of the OSA. We continue to consider alternatives to unlocking the underlying value of our Venezuelan assets for our shareholders. This may include a sale or exchange of all or part of our Venezuelan interests.
     In our Annual Report on Form 10-K for the year ended 2005, we discussed the preliminary income tax assessment issued by the SENIAT against Harvest Vinccler for the tax years 2001 through 2004. While the SENIAT has not notified Harvest Vinccler of any tax assessment for the 2005 tax year, it will likely do so on the common elements of the tax assessment, including the tax rate. Harvest Vinccler has paid income taxes for the 2005 tax year at a 34 percent tax rate, whereas in its preliminary tax assessment the SENIAT contends the rate is 50 percent for all years after 2001. At the 50 percent rate, Harvest Vinccler’s tax liability for 2005 would increase by an estimated $17.9 million. While we continue to contest the SENIAT assessment, including the 50 percent tax rate, we are actively working with the SENIAT to resolve all claims, including any that would relate to 2005.
     SeeItem 1A Risk Factorsfor a discussion of the risks associated with the timing and outcome of completing the conversion to the Mixed Company.other matters.
Capital Resources and Liquidity
     Debt Reduction.We have quarterlysemi-annual principal and interest obligations of $1.3$9.8 million and $9.3 million on the Harvest Vinccler variable rate loan.loans. We have no other debt obligations.
     Working Capital.Our capital resources and liquidity are affected by the conversion to Petrodelta and the ability of Petrodelta to declare dividends.
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:
         
  First Quarter 
  2006  2005 
  (in thousands) 
Net cash provided by operating activities $27,107  $27,125 
Net cash used in investing activities  (1,553)  (7,619)
Net cash used in financing activities  (2,869)  (933)
       
Net increase in cash $22,685  $18,573 
       
         
  Three Months Ended March 31, 
  2007  2006 
  (in thousands) 
Net cash provided by (used in) operating activities $(10,650) $27,107 
Net cash provided by (used in) investing activities  8,254   (1,553)
Net cash used in financing activities  (6,977)  (2,869)
       
Net increase (decrease) in cash $(9,373) $22,685 
       
     At March 31, 2006,2007, we had current assets of $259.9$196.6 million and current liabilities of $53.8$77.6 million, resulting in working capital of $206.1$119.0 million and a current ratio of 4.8:2.5:1. This compares with a working capital of $178.1$117.6 million and a current ratio of 3.9:2.4:1 at December 31, 2005.2006. The increase in working capital of $28.0$1.4 million was primarily due to a minimal capitalproduction-related expenditure program.
     Cash Flow from Operating Activities.During the first quarterthree months ended March 31, 2007, net cash used in operating activities was approximately $10.7 million. During the three months ended March 31, 2006, and 2005, net cash provided by operating activities was approximately $27.1 million. The $37.8 million decrease was primarily due to our inability to recognize results of operations from producing properties in Venezuela since April 1, 2006.
     Cash Flow from Investing Activities.During the first quarterthree months ended March 31, 2007 and 2006, and 2005, we had drillinglimited production-related capital expenditures. In January 2007, we purchased a 45 percent interest in Fusion Geophysical, L.L.C. for $4.6 million. Restricted cash of $13.8 million was released and returned to us during the three months ended March 31, 2007. During the three months ended March 31, 2006, we had workover and production-related capital expenditures of approximately $1.5 million and $6.5 million, respectively.million. The decrease inlack of capital expenditures is due to the

15


expenditures is due to the continued suspension of our drilling program as a resultand the fact that the conversion of actions taken by the Venezuelan government.OSA to Petrodelta has not been finalized. We continue to expendadvance funds during the period prior to the conversion for workovers, maintenance gathering systems and facility upgrades forof the existing wells. Our remaining worldwideAfter the conversion to Petrodelta, our capital commitments will be determined by the business plan provided for in the Conversion Contract and the annual budget approved by the Petrodelta Board of Directors to implement the business plan. Outside of Venezuela, our capital commitments support our search for new acquisitions, are relatively minimalbusiness development efforts and are substantially at our discretion.
     Cash Flow from Financing Activities.During the first quarterthree months ended March 31, 2007, Harvest Vinccler repaid 15 billion Bolivars (approximately $7.0 million) of its Bolivar denominated debt. During the three months ended March 31, 2006, Harvest Vinccler repaid $2.9 million of its U.S. Dollar denominated debt (one payment of $0.3 million and two payments of $1.3 million each on the variable rate loans). During the first quarter 2005, Harvest Vinccler repaid $1.3 million of its U.S. dollar debt.
Results of Operations
     You should read the following discussion of the results of operations for the first quarterthree months ended March 31, 2007 and 2006 and 2005 and the financial condition as of March 31, 20062007 and December 31, 20052006 in conjunction with our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended 2005.2006.
First Quarter 2006Three Months Ended March 31, 2007 Compared with First Quarter 2005Three Months Ended March 31, 2006
     We reported a net loss of $6.5 million, or $0.17 diluted earnings per share, for the three months ended March 31, 2007 compared with net income of $13.9 million, or $0.36 diluted earnings per share, infor the first quarter 2006 compared with net income of $18.0 million, or $0.47 diluted earnings per share, in the first quarter of 2005. Below is a discussion of revenues, price and volume variances.
                     
  Quarter Ended      %    
  March 31,  Increase  Increase    
  2006  2005  (Decrease)  (Decrease)  Increase 
Revenues                    
Crude oil $54.5  $53.5  $1.0   2%    
Natural gas  4.7   7.5   (2.8)  (37)    
                 
Total Revenues $59.2  $61.0  $(1.8)  (3%)    
                 
                     
The following table reconciles the net change in revenue:            
                     
Price and Volume Variances                    
Crude oil price Variance (per Bbl) $28.79  $21.15  $7.64   36% $19.3 
Volume Variances                    
Crude oil volumes (MBbls)  1,894   2,530   (636)  (25%) $(18.3)
Natural gas volumes (MMcf)  4,506   7,267   (2,761)  (38)  (2.8)
                    
Total volume variances                 $(21.1)
                    
three months ended March 31, 2006.
Revenue, Crude Oil Price Variance and Volume Variances
     Revenues were lower in the first quarter 2006 compared to 2005 due to the continued suspension of the drilling program and the natural decline of the reservoir. Price variance includes the $4.10 per barrel (“Bbl”) cost of hedges in place during 2005. Gas delivery volumes have declined due to continued suspension of the drilling program and the natural decline of associated gas from existing oil wells. Currently, all gas deliveries are associated with the Uracoa oil wells.
Total expenses and other non-operating (income) expense:

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  Quarter Ended      % 
  March 31,  Increase  Increase 
  2006  2005  (Decrease)  (Decrease) 
Operating expenses $8.6  $8.9  $(0.3)  (3%)
Depletion and amortization  9.9   11.2   (1.3)  (12)
Depreciation  0.4   0.5   (0.1)  (20)
General and administrative  6.9   5.0   1.9   38 
Taxes other than on income  2.4   1.7   0.7   41 
Investment income and other  (2.1)  (0.5)  (1.6)  320 
Interest expense  0.1   0.2   (0.1)  (50)
Net gain (loss) on exchange rates     (2.8)  2.8    
             
 ��               
  $26.2  $24.2  $2.0   8%
             
expense (in millions):
     Operating expenses during the first quarter 2006 were relatively consistent with that of the first quarter 2005. Depletion and amortization expense per Boe produced during the first quarter 2006 was $3.74 versus $2.99 in the first quarter of 2005. The increase was due to the reduction of proved undeveloped reserves because of the actions taken by the Venezuelan government in 2005 under our OSA.
             
       
  Three Months Ended    
  March 31,  Increase 
  2007  2006  (Decrease) 
General and administrative $6.4  $6.9  $(0.5)
Taxes other than on income  0.2   2.4   (2.2)
Investment earnings and other  (2.4)  (2.1)  (0.3)
Interest expense  2.5   0.1   2.4 
Net gain on exchange rates  (0.1)     (0.1)
          
             
  $6.6  $7.3  $(0.7)
          
     General and administrative expense was higherdecreased due to increasedlower business development activities. Taxes other than on income were higherdecreased due to an increase in the Venezuelanelimination of municipal tax rate.taxes which are based on oil and gas revenues.
     Investment incomeearnings and other increased due to higher interest rates earned on higher average cash balances. Interest expense decreasedincreased due to lowerhigher average outstanding debt balances in the first quarter 2006three months ended March 31, 2007 compared to 2005. Net gain on exchange rateswith 2006.
     Income tax expense decreased $14.6 million due to no adjustment in the official exchange rate between the Bolivar and the U.S. Dollar in the first quarter 2006. Bolivar currency controls imposed in February 2003 fixed the exchange rate between the Bolivar and U.S. Dollar and restricts the ability to exchange Bolivars for U.S. Dollars and vice versa. On March 3, 2005, the official exchange rate was adjusted from 1,920 Bolivars for each U.S. Dollar to 2,150 Bolivars for each U.S. Dollar. There has been no change to the official exchange rate since that time.
     The effective tax rate increased in the first quarter 2006 to 45 percent from 37 percent in 2005lower taxable income as a result of reporting a higher percentageour inability to recognize the results of income in a higher tax jurisdiction. Our tax calculations do not include the tax increases previously announced by the SENIAT.our Venezuelan operations.
Effects of Changing Prices, Foreign Exchange Rates and Inflation
     Our results of operations and cash flow are affected by changing oil prices. Fluctuations in oil prices may affect our total planned development activities and capital expenditure program. In August and September 2004, Harvest Vinccler hedged a portion of its oil sales for calendar year 2005 by purchasing two West Texas Intermediate crude oil puts. SeeNote 1 – Organization and Summary of Significant Account Policies, Derivatives and Hedging.
     Venezuela imposed currency exchange restrictions in February 2003, and adjusted the official exchange rate between Bolivarsin February 2004 and U.S. Dollarsagain in March 2005 from 1,920 Bolivars to 2,150 Bolivars to2005. We do not expect the U.S. Dollar. There has been no changecurrency conversion restrictions or the adjustment in the official exchange rate to have a material impact on us at this time. Within the United States, inflation has had a minimal effect on us, but it is potentially an important factor with respect to results of operations in Venezuela.

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     During the three months ended March 31, 2007, our net foreign exchange gains attributable to our international operations were minimal. The U.S. Dollar and Bolivar exchange rates have not been adjusted since that time. ThereMarch 2005. However, there are many factors affecting foreign exchange rates and resulting exchange gains and losses, manymost of which are beyond our control. We have recognized significant exchange gains and losses in the past, resulting from fluctuations in the relationship of the Venezuelan currency to the U.S. Dollar. It is not possible for us to predict the extent to which we may be affected by future changes in exchange rates and exchange controls. PDVSA is currently remitting 25 percent of the quarterly oil service fees in Bolivars. Due to currency control regulations, it may not be possible to convert excess Bolivars into U.S. Dollars or other foreign currencies. Continued substantial payment by PDVSA in Bolivars or the inability to convert the Bolivars into U.S. Dollars could have a material adverse effect on our financial condition.
     Within the United States, inflation has had a minimal effect on us, but it is potentially an important factor in results of operations in Venezuela. With respect to Harvest Vinccler, a significant majority of the sources of funds, including the proceeds from oil sales, our contributions and credit financings, are denominated in U.S. Dollars, while many local transactions in Venezuela are conducted in local currency such as local salaries, municipal and income taxes. If the rate of increase in the value of the U.S. Dollar compared with the Bolivar continues to be less than the rate of inflation in Venezuela, then inflation could be expected to have an adverse effect on Harvest Vinccler.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk
     We are exposed to market risk from adverse changes of the situation in Venezuela, and adverse changes in oil, and natural gas prices, interest rates, foreign exchange and political risk, as discussed in our Annual Report on Form 10-K for the year ended 2005.2006. The information about market risk for the first quarter 2006three months ended March 31, 2007 does not differ materially from that discussed in the Annual Report on Form 10-K for the year ended 2005.2006.
Item 4. Controls and Procedures
     The Securities and Exchange Commission (“SEC”), among other things, adopted rules requiring reporting companies to maintain disclosure controls and procedures to provide reasonable assurance that a registrant is able to record, process, summarize and report the information required in the registrant’s quarterly and annual reports under the Securities Exchange Act of 1934 (the “Exchange Act”). While we believe that our existing disclosure controls and procedures have been effective to accomplish these objectives, we intend to continue to examine, refine and formalize our disclosure controls and procedures and to monitor ongoing developments in this area. There have not been any changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
     Evaluation of Disclosure Controls and Procedures.We have established disclosure controls and procedures to ensure that material information relating to us, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors.
     Based on their evaluation as of March 31, 2006,2007, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) are effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is 1) recorded, processed, summarized and reported within the time periods as specified in the Securities and Exchange Commission’sSEC’s rules and forms and 2) accumulated and communicated to our management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosure.

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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The SENIAT Tax Assessment. On July 22, 2005, the SENIAT, the Venezuelan income tax authority, issued a preliminary tax assessment to Harvest Vinccler of 184 billion Venezuelan Bolivars related to fiscal years 2001 through 2004. At the official exchange rate of 2,150 Bolivars per U.S. Dollar, the dollar equivalent of the preliminary tax assessment is approximately $85 million. In addition, the SENIAT imposed penalties equal to 10 percent of the preliminary tax assessment claim for a total claim of 202 billion Bolivars, or approximately $94 million. Upon review of the preliminary tax assessment, we determined not to contest two elements of the claim and made payments totaling 11.3 billion Bolivars or $5.3 million in August and September, 2005. In September and October 2005, we filed a response and evidentiary support with the SENIAT contesting all other claims. While the SENIAT has not notified Harvest Vinccler of any tax assessment for the 2005 tax year, it will likely do so on the common elements of the tax assessment, including the applicable tax rate. We believe Harvest Vinccler has met its tax obligations in all material respects. The SENIAT and Harvest Vinccler have formed a working group to review the tax assessment for possible resolution of these claims. We intend to take all measures necessary to protect our rights, and will vigorously challenge all elements of the tax assessment that are not supported by Venezuelan law.
Uracoa Municipality Tax Assessments. Harvest Vinccler has received nine assessments from a tax inspector for the Uracoa municipality in which part of the SMU fields are located as follows:
See our Annual Report on Form 10-K for the year ended
Three claims were filed in July 2004 and allege a failure to withhold for technical service payments and a failure to pay taxes on the capital fee reimbursement and related interest paid by PDVSA under the Operating Services Agreement. Harvest Vinccler has filed a motion to enjoin and dismiss one of the claims with the Tax Court in Barcelona, Venezuela and has protested the remaining claims with the municipality.
Two claims were filed in July 2006 alleging the failure to pay taxes at a new rate set by the Municipality. Harvest Vinccler has filed a protest on these claims with the Tax Court in Barcelona.
Two claims were filed in August 2006 alleging a failure to pay taxes on estimated revenues for the second quarter of 2006 and a withholding error with respect to certain vendor payments. Harvest Vinccler has filed a protest on one claim with the Tax Court in Barcelona and filed a protest on the other claim with the municipality.
Two claims were filed in March 2007 alleging a failure to pay taxes on estimated revenues for the third and fourth quarters of 2006. Harvest Vinccler has filed a protest on these claims with the municipality.
Harvest Vinccler disputes the Uracoa tax assessments and believes it has a substantial basis for its positions. Harvest Vinccler is unable to estimate the amount or range of any possible loss. As a result of retroactive tax increases imposed by the SENIAT, the Venezuelan income tax authority, Harvest Vinccler has filed claims against the Uracoa Municipality in the Tax Court in Caracas for the refund of all municipal taxes paid since 1997.
Libertador Municipality Tax Assessment. In April 2005, Harvest Vinccler received a tax assessment from a tax inspector for the Libertador municipality in which part of the SMU fields are located. Harvest Vinccler has submitted a protest to the assessment at the Mayor’s Office, and if no favorable resolution is obtained, it will file a motion with the tax court seeking to enjoin the payment order and dismiss the assessment. We dispute the allegations set forth in the assessment and believe we have a substantial basis for our position. We are unable to estimate the amount or range of any possible loss. As a result of retroactive tax increases imposed by the SENIAT, the Venezuelan income tax authority, Harvest Vinccler has filed claims against the Libertador Municipality in the Tax Court in Caracas for the refund of all municipal taxes paid since 2001.
See our Annual Report on Form 10-K for the year ended 2006 for a description of other certain other legal proceedings. There have been no material developments in such legal proceedings since the filing of such Annual Report.
Item 1A. Risk Factors
On March 31, 2006, Harvest Vinccler signed a MOU with PDVSA Petroleo, S.A. and CVP to convert its OSA to the Mixed Company subject to certain conditions. Upon completion of the conversion, a Harvest affiliate will own 40 percent of the shares of the Mixed Company (32 percent net to Harvest) and CVP will own the remaining 60 percent. Conversion of the OSA to the Mixed Company is subject to 1) completion of definitive agreements, 2) finalization of agreement on additional consideration, 3) approval by the board of directors of the entities which control Harvest Vinccler, 4) approval by the shareholders of Harvest and 5) approval by the Venezuelan MEP and the Venezuelan National Assembly. Upon completion of the conversion, there will be an adjustment between the parties to obtain the same economic result as if the conversion had been completed on April 1, 2006.
Some of the conditions to completing the conversion to the Mixed Company are largely beyond our control. There are also conditions that depend upon successfully reaching agreement with the government of Venezuela on matters that affect the value to us of the Mixed Company. In addition to the risks described in our Annual Report on Form 10-K for the year ended 2005, the timing and outcome risks associated with completing the conversion to the Mixed Company include:
After April 1, 2006, our operations in Venezuela are being conducted under an OSA the government no longer recognizes and which it claims is illegal. As such, our future ability to contractually recover our investments and be compensated for our services depends upon completing the process for the conversion of our interests to the Mixed Company.
Payment by PDVSA for first quarter 2006 deliveries, which represents virtually all of our revenues for the quarter, likely depends upon completing the process for the conversion of our interests to the Mixed Company.

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 Harvest Vinccler remains subject to significant tax claims by the SENIAT, including the likely extension of some of those claimsSee our Annual Report on Form 10-K for the 2005 tax year. While Harvest Vinccler is actively working withyear ended 2006 underItem 1A Risk Factorsfor a description of risk factors. There have been no material changes during the SENIAT to resolve all the claims, it may be unable to do so. If the claims are not resolved, this could impede or prevent conversion to the Mixed Company. The SENIAT could also seek to seize Harvest Vinccler assets, including the first quarter payment due from PDVSA.
The resumption of any significant drilling operations is unlikely until conversion to the Mixed Company is completed.
Upon conversion to the Mixed Company, we will be a minority interest owner and no longer have sole control over operations. Our control of the Mixed Company will be limitedended March 31, 2007 to our rights under the conversion agreement.
If we are unable to successfully complete the conversion to the Mixed Company, it is likely that the Venezuelan government will take over Harvest Vinccler’s operations. In that event, we would pursue claims against the Venezuelan government.risk factors as set forth in our Annual Report.
See our Annual Report on Form 10-K for the year ended 2005 underItem 1A Risk Factorsfor a description of other risk factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.

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Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors since our Schedule 14A filed on April 11, 2006.
There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors since our Schedule 14A filed on April 3, 2007.
Item 6. Exhibits
(a) Exhibits
 (a) Exhibits
 3.1 Amended and Restated Certificate of Incorporation. (Incorporated by reference to Exhibit 3.1(i) to our Form 10-Q filed on August 13, 2002, File No. 1-10762.)
 
 3.2 Amended and Restated Bylaws as of April 6, 2006. (Incorporated by reference to Exhibit 3.2 to our Form 10-Q filed on April 20, 2006. File No. 1-10762.)
 
 4.1 Form of Common Stock Certificate. (Incorporated by reference to the exhibits to our Registration Statement Form S-1 (Registration No. 33-26333).)
 
 4.2 Certificate of Designation, Rights and Preferences of the Series B. Preferred Stock of Benton Oil and Gas Company, filed May 12, 1995. (Incorporated by reference to Exhibit 4.1 to our Form 10-Q filed on May 13, 2002, File No. 1-10762.)
 
4.3Second Amended and Restated Rights Agreement, dated as of April 15, 2005, between Harvest Natural Resources, Inc. and Wells Fargo Bank, N.A. (Incorporated by reference to Exhibit 4.3 to our Form 10-Q filed on April 29, 2005, File No. 1-10762.)
10.1Amendment to Harvest Natural Resources 2006 Long Term Incentive Plan adopted July 19, 2006.
31.1Certification of the principal executive officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of the principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of the principal executive officer accompanying the quarterly report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification of the principal financial officer accompanying the quarterly report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
HARVEST NATURAL RESOURCES, INC.
Dated: May 3, 2007By:/s/ James A. Edmiston
James A. Edmiston
President and Chief Executive Officer
Dated: May 3, 2007By:/s/ Steven W. Tholen
Steven W. Tholen
Senior Vice President — Finance,
Chief Financial Officer and Treasurer

20


Exhibit Index
Exhibit
NumberDescription
3.1Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1(i) to our Form 10-Q filed on August 13, 2002, File No. 1-10762).
3.2Amended and Restated Bylaws as of April 6, 2006. (Incorporated by reference to Exhibit 3.2 to our Form 10-Q filed on April 20, 2006. File No. 1-10762.)
4.1Form of Common Stock Certificate. (Incorporated by reference to the exhibits to our Registration Statement Form S-1 (Registration No. 33-26333).)
4.2Certificate of Designation, Rights and Preferences of the Series B. Preferred Stock of Benton Oil and Gas Company, filed May 12, 1995. (Incorporated by reference to Exhibit 4.1 to our Form 10-Q filed on May 13, 2002, File No. 1-10762.)
   
 4.3 Second Amended and Restated Rights Agreement, dated as of April 15, 2005, between Harvest Natural Resources, Inc. and Wells Fargo Bank, N.A. (Incorporated by reference to Exhibit 4.3 to our Form 10-Q filed on April 29, 2005, File No. 1-10762.)
    
 10.1 Employment agreement dated February 10, 2006, betweenAmendment to Harvest Natural Resources Inc. and Kurt A. Nelson.

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2006 Long Term Incentive Plan adopted July 19, 2006.
 10.2Memorandum of Understanding dated March 31, 2006, between PDVSA Petroleo, S.A. and Harvest Vinccler, C.A.
    
 31.1 Certification of the principal executive officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    
 31.2 Certification of the principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    
 32.1 Certification of the principal executive officer accompanying the quarterly report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification of the principal financial officer accompanying the quarterly report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

21


SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
HARVEST NATURAL RESOURCES, INC.
Dated: April 20, 2006 By:  /s/ James A. Edmiston  
James A. Edmiston 
President and Chief Executive Officer 
Dated: April 20, 2006 By:  /s/ Steven W. Tholen  
Steven W. Tholen 
Senior Vice President — Finance,
Chief Financial Officer and Treasurer 

22


Exhibit Index
Exhibit
NumberDescription
3.1Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1(i) to our Form 10-Q filed on August 13, 2002, File No. 1-10762).
3.2Amended and Restated Bylaws as of April 6, 2006.
4.1Form of Common Stock Certificate. (Incorporated by reference to the exhibits to our Registration Statement Form S-1 (Registration No. 33-26333).)
4.2Certificate of Designation, Rights and Preferences of the Series B. Preferred Stock of Benton Oil and Gas Company, filed May 12, 1995. (Incorporated by reference to Exhibit 4.1 to our Form 10-Q filed on May 13, 2002, File No. 1-10762.)
4.3Second Amended and Restated Rights Agreement, dated as of April 15, 2005, between Harvest Natural Resources, Inc. and Wells Fargo Bank, N.A. (Incorporated by reference to Exhibit 4.3 to our Form 10-Q filed on April 29, 2005, File No. 1-10762.)
10.1Employment agreement dated February 10, 2006, between Harvest Natural Resources, Inc. and Kurt A. Nelson.
10.2Memorandum of Understanding dated March 31, 2006, between PDVSA Petroleo, S.A. and Harvest Vinccler, C.A.
31.1Certification of the principal executive officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of the principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the principal executive officer accompanying quarterly report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32.2 Certification of the principal financial officer accompanying quarterly report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

2321