CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(thousands of Canadian dollars)
| | June 30, 2007 | | December 31, 2006 |
Assets | | | | |
Current assets | | | | |
Cash | $ | 13,447 | $ | 10,006 |
Accounts receivable and other | | 299,414 | | 257,131 |
Fair value of risk management contracts [Note 16] | | 16,989 | | 17,914 |
Prepaid expenses and deposits | | 11,356 | | 12,713 |
Inventories [Note 4] | | 52,279 | | 30,512 |
| | 393,485 | | 328,276 |
| | | | |
Deferred charges and other non-current assets [Note 7] | | - | | 25,067 |
Fair value of risk management contracts [Note 16] | | 8,859 | | 9,843 |
Property, plant and equipment [Note 5] | | 4,256,359 | | 4,393,832 |
Intangible assets [Note 6] | | 106,466 | | 122,362 |
Goodwill | | 848,164 | | 866,178 |
| $ | 5,613,333 | $ | 5,745,558 |
| | | | |
Liabilities and Unitholders’ Equity | | | | |
Current liabilities | | | | |
Accounts payable and accrued liabilities [Note 8] | $ | 265,863 | $ | 294,582 |
Cash distribution payable | | 54,532 | | 46,397 |
Current portion of convertible debentures [Note 11] | | 25,604 | | - |
Fair value deficiency of risk management contracts [Note 16] | | 21,939 | | 26,764 |
| | 367,938 | | 367,743 |
| | | | |
Bank loan [Note 10] | | 1,047,965 | | 1,595,663 |
77/8% Senior Notes | | 258,387 | | 291,350 |
Convertible debentures [Note 11] | | 655,396 | | 601,511 |
Fair value deficiency of risk management contracts [Note 16] | | 8,908 | | 2,885 |
Asset retirement obligation [Note 9] | | 210,041 | | 202,480 |
Employee future benefits [Note 15] | | 12,219 | | 12,227 |
Deferred credit | | 688 | | 794 |
Future income tax [Note 14] | | 177,684 | | - |
| | | | |
Unitholders’ equity | | | | |
Unitholders’ capital [Note 12] | | 3,610,830 | | 3,046,876 |
Equity component of convertible debentures | | 41,792 | | 36,070 |
Accumulated income | | 348,639 | | 271,155 |
Accumulated distributions | | (1,029,396) | | (730,069) |
Accumulated other comprehensive (loss) income [Note 2] | | (97,758) | | 46,873 |
| | 2,874,107 | | 2,670,905 |
| $ | 5,613,333 | $ | 5,745,558 |
Commitments, contingencies and guarantees [Note 19] | | | | |
Subsequent events [Note 20] | | | | |
See accompanying notes to these consolidated financial statements. | | | | |
Approved by the Board of Directors:
((signed))
Hector J. McFadyen
Director
((signed))
Verne G. Johnson
Director
1
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE (LOSS) INCOME (UNAUDITED)
(thousands of Canadian dollars, except per Trust Unit amounts)
| Three Months | Three Months | Six Months | | Six Months |
| | Ended | | Ended | | Ended | | Ended |
| June 30, 2007 | June 30, 2006 | June 30, 2007 | June 30, 2006 |
Revenue | | | | | | | | |
Petroleum, natural gas, and refined product sales | $ | 1,186,998 | $ | 309,010 | $ | 2,262,159 | $ | 533,285 |
Royalty expense | | (53,548) | | (51,907) | | (103,197) | | (95,022) |
Risk management contracts | | | | | | | | |
Realized net losses | | (6,826) | | (23,860) | | (7,123) | | (32,591) |
Unrealized net gains (losses) | | 11,014 | | (115) | | (3,107) | | (41,112) |
| | 1,137,638 | | 233,128 | | 2,148,732 | | 364,560 |
| | | | | | | | |
Expenses | | | | | | | | |
Purchased products for processing and resale | | 708,642 | | - | | 1,340,938 | | - |
Operating | | 117,254 | | 60,593 | | 238,911 | | 110,687 |
Transportation and marketing | | 12,434 | | 4,065 | | 22,589 | | 5,688 |
General and administrative [Note 13] | | 16,463 | | 8,513 | | 26,867 | | 14,325 |
Transaction charges | | - | | 330 | | - | | 12,072 |
Interest and other financing charges on short term debt | | 577 | | 87 | | 4,204 | | 237 |
Interest and other financing charges on long term debt | | 39,803 | | 13,894 | | 80,252 | | 25,651 |
Depletion, depreciation, amortization and accretion | | 129,631 | | 97,178 | | 263,423 | | 182,503 |
Foreign exchange gain | | (71,098) | | (12,398) | | (82,358) | | (11,490) |
Large corporations tax and other tax | | - | | 169 | | 124 | | 507 |
Future income tax expense (recovery) [Note 14] | | 177,684 | | - | | 177,684 | | (2,300) |
Non-controlling interest | | - | | 15 | | - | | (65) |
| | 1,131,390 | | 172,446 | | 2,072,634 | | 337,815 |
Net income for the period | | 6,248 | | 60,682 | | 76,098 | | 26,745 |
| | | | | | | | |
Cumulative Translation Adjustment | | (128,491) | | - | | (144,631) | | - |
Comprehensive (loss) income for the period [Note 2] | | (122,243) | | 60,682 | | (68,533) | | 26,745 |
| | | | | | | | |
Net income per Trust Unit, basic [Note 12] | $ | 0.05 | $ | 0.60 | $ | 0.58 | $ | 0.29 |
Net income per Trust Unit, diluted [Note 12] | $ | 0.05 | $ | 0.60 | $ | 0.58 | $ | 0.29 |
See accompanying notes to these consolidated financial statements.
2
CONSOLIDATED STATEMENTS OF UNITHOLDERS’ EQUITY (UNAUDITED)
(thousands of Canadian dollars)
| | | | Equity | | | | | Accumulated | | |
| | | Component of | | | | Other | | |
| | Unitholders’ | | Convertible | | Accumulated | | Accumulated | Comprehensive | | |
| | Capital | Debentures | | Income | Distributions | | (Loss) Income | | Total |
| | | | | | | | | | (AOCI) | | |
| | | | | | | | | | [Note 2] | | |
At December 31, 2005 | $ | 747,312 | $ | 2,639 | $ | 135,665 | $ | (261,282) | $ | - | $ | 624,334 |
Issued in exchange for assets of Viking | | 1,638,131 | | - | | - | | - | | - | | 1,638,131 |
Equity component of convertible debenture issuances | | | | | | | | | | | | |
10.5% Debentures Due 2008 | | - | | 9,301 | | - | | - | | - | | 9,301 |
6.40% Debentures Due 2012 | | - | | 14,822 | | - | | - | | - | | 14,822 |
Convertible debenture conversions | | | | | | | | | | | | |
9% Debentures Due 2009 | | 318 | | - | | - | | - | | - | | 318 |
8% Debentures Due 2009 | | 824 | | (6) | | - | | - | | - | | 818 |
6.5% Debentures Due 2010 | | 3,563 | | (223) | | - | | - | | - | | 3,340 |
10.5% Debentures Due 2008 | | 3,127 | | (649) | | - | | - | | - | | 2,478 |
6.40% Debentures Due 2012 | | 21 | | (2) | | - | | - | | - | | 19 |
Exchangeable share retraction | | 2,648 | | - | | (556) | | - | | - | | 2,092 |
Exercise of unit appreciation rights and other | | 10,284 | | - | | - | | - | | - | | 10,284 |
Issue costs | | (525) | | - | | - | | - | | - | | (525) |
Net income | | - | | - | | 26,745 | | - | | - | | 26,745 |
Distributions and distribution reinvestment plan | | 79,253 | | - | | - | | (210,701) | | - | | (131,448) |
At June 30, 2006 | $ | 2,484,956 | $ | 25,882 | $ | 161,854 | $ | (471,983) | $ | - | $ | 2,200,709 |
| | | | | | | | | | | | |
At December 31, 2006, as restated [Note 2] | $ | 3,046,876 | $ | 36,070 | $ | 271,155 | $ | (730,069) | $ | 46,873 | $ | 2,670,905 |
Adjustment arising from change in accounting policies [Note 2] | | (49) | | - | | 1,386 | | - | | - | | 1,337 |
Issued for cash | | | | | | | | | | | | |
February 1, 2007 | | 143,834 | | - | | - | | - | | - | | 143,834 |
June 1, 2007 | | 230,029 | | - | | - | | - | | - | | 230,029 |
Equity component of convertible debenture issuances | | | | | | | | | | | | |
7.25% Debentures Due 2014 | | - | | 13,100 | | - | | - | | - | | 13,100 |
Convertible debenture conversions | | | | | | | | | | | | |
9% Debentures Due 2009 | | 168 | | - | | - | | - | | - | | 168 |
8% Debentures Due 2009 | | 416 | | (3) | | - | | - | | - | | 413 |
6.5% Debentures Due 2010 | | - | | - | | - | | - | | - | | - |
10.5% Debentures Due 2008 | | 1,426 | | (298) | | - | | - | | - | | 1,128 |
6.40% Debentures Due 2012 | | 122 | | (10) | | - | | - | | - | | 112 |
7.25% Debentures Due 2013 | | 93 | | (3) | | - | | - | | - | | 90 |
7.25% Debentures Due 2014 | | 124,302 | | (7,064) | | - | | - | | - | | 117,238 |
Exercise of unit appreciation rights and other | | 278 | | - | | - | | - | | - | | 278 |
Issue costs | | (24,409) | | - | | - | | - | | - | | (24,409) |
Change in AOCI related to foreign currency translation adjustment | | - | | - | | - | | - | | (144,631) | | (144,631) |
Net income | | - | | - | | 76,098 | | - | | - | | 76,098 |
Distributions and distribution reinvestment plan | | 87,744 | | - | | - | | (299,327) | | - | | (211,583) |
At June 30, 2007 | $ | 3,610,830 | $ | 41,792 | $ | 348,639 | $ | (1,029,396) | $ | (97,758) | $ | 2,874,107 |
See accompanying notes to these consolidated financial statements.
3
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(thousands of Canadian dollars)
| | Three | | Three | | Six | | Six |
| | Months | | Months | | Months | | Months |
| | Ended | | Ended | | Ended | | Ended |
| | June 30, | | June 30, | | June 30, | | June 30, |
| | 2007 | | 2006 | | 2007 | | 2006 |
Cash provided by (used in) | | | | | | | | |
Operating Activities | | | | | | | | |
Net income for the period | $ | 6,248 | $ | 60,682 | $ | 76,098 | $ | 26,745 |
Items not requiring cash | | | | | | | | |
Depletion, depreciation, amortization and accretion | | 129,631 | | 97,178 | | 263,423 | | 182,503 |
Unrealized foreign exchange gain | | (68,286) | | (12,037) | | (79,022) | | (11,123) |
Non-cash interest expense | | 2,081 | | 378 | | 3,973 | | 671 |
Amortization of finance charges | | 679 | | 772 | | 3,160 | | 2,206 |
Unrealized loss on risk management contracts [Note 16] | | (11,014) | | 115 | | 3,107 | | 41,112 |
Future income tax expense (recovery) [Note 14] | | 177,684 | | - | | 177,684 | | (2,300) |
Non-controlling interest | | - | | 15 | | - | | (65) |
Unit based compensation expense | | 6,447 | | (675) | | 8,877 | | 2,541 |
Amortization of office lease premium and deferred rent expense | | 3 | | (88) | | 6 | | (51) |
Employee benefit obligation | | 988 | | - | | 1,096 | | - |
Settlement of asset retirement obligations [Note 9] | | (2,268) | | (625) | | (4,388) | | (1,743) |
Change in non-cash working capital [Note 18] | | 9,025 | | (10,134) | | (91,748) | | (16,751) |
| | 251,218 | | 135,581 | | 362,266 | | 223,745 |
| | | | | | | | |
Financing Activities | | | | | | | | |
Issue of Trust Units, net of issue costs | | 218,541 | | (33) | | 354,557 | | (101) |
Issue of convertible debentures, net of issue costs [Note 11] | | - | | - | | 220,489 | | - |
Redemption of exchangeable shares | | - | | (1,022) | | - | | (1,022) |
Bank borrowings, net [Note 10] | | (266,999) | | 25,892 | (492,370) | | 107,428 |
Financing costs | | - | | (964) | | (273) | | (1,129) |
Cash distributions | | (105,006) | | (65,927) | (203,448) | (111,168) |
Change in non-cash working capital [Note 18] | | 5,261 | | (5,469) | | 11,463 | | (18,770) |
| | (148,203) | | (47,523) | (109,582) | | (24,762) |
| | | | | | | | |
Investing Activities | | | | | | | | |
Additions to property, plant and equipment | | (58,092) | | (54,230) | (211,462) | (157,469) |
Business acquisitions | | - | | - | | (30,264) | | - |
Property acquisitions | | (7,975) | | (290) | | (11,086) | | (23,672) |
Property dispositions | | 29,776 | | - | | 32,198 | | - |
Change in non-cash working capital [Note 18] | | (53,481) | | (33,538) | | (29,478) | | (17,842) |
| | (89,772) | | (88,058) | (250,092) | (198,983) |
| | | | | | | | |
Change in cash and cash equivalents | $ | 13,243 | $ | - | $ | 2,592 | $ | - |
| | | | | | | | |
Effect of exchange rate changes on cash | | 204 | | - | | 849 | | - |
| | | | | | | | |
Cash and cash equivalents, beginning of period | | - | | - | | 10,006 | | - |
| | | | | | | | |
Cash and cash equivalents, end of period | $ | 13,447 | $ | - | $ | 13,447 | $ | - |
| | | | | | | | |
Interest paid | $ | 35,017 | $ | 14,710 | $ | 50,860 | $ | 17,282 |
Large corporation tax and other tax paid | $ | - | $ | 206 | $ | 124 | $ | 812 |
See accompanying notes to these consolidated financial statements.
4
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Period ended June 30, 2007
(tabular amounts in thousands of Canadian dollars, except Trust Unit, and per Trust Unit amounts)
1. Significant Accounting Policies
These interim consolidated financial statements of Harvest Energy Trust (the "Trust" or "Harvest") have been prepared by management in accordance with Canadian generally accepted accounting principles ("Canadian GAAP"). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingencies, if any, as at the date of the financial statements and the reported amounts of revenues and expenses during the period. In the opinion of management, these financial statements have been prepared within reasonable limits of materiality. Except as noted below, these interim consolidated financial statements follow the same significant accounting policies as described and used in the consolidated financial statements of Harvest for the year ended December 31, 2006 and should be read in conjunction with that report.
These consolidated financial statements include the accounts of the Trust, its wholly owned subsidiaries and its proportionate interest in a partnership with a third party.
2. Changes in Accounting Policies
Financial Instruments and Comprehensive Income
Effective January 1, 2007, Harvest adopted three new and revised Canadian accounting standards as issued by the Canadian Institute of Chartered Accountants respecting "Financial Instruments – Recognition and Measurement", "Financial Instruments – Presentation and Disclosure" and "Comprehensive Income".
Financial Instruments
The revised standard on Financial Instruments provides new guidance on how to recognize and measure financial instruments. It requires all financial instruments to be recorded at fair value when initially recognized. Subsequent measurement is either at fair value or amortized cost, depending on the classification of the financial instrument. Financial assets and liabilities that are held-for-trading are measured at fair value with changes in those fair values recognized in net income. Available-for-sale financial assets are measured at fair value with unrealized gains or losses recognized in other comprehensive income. Held-to-maturity assets, loans and receivables and other liabilities are all measured at amortized cost with any related expenses or income recognized in net income. Price risk management contracts are classified as held-for-trading and are measured at fair value at initial recognition and at subsequent measurement dates. Any derivatives embedded in other financial or non-financial contracts that were entered into on or after January 1, 2001 must also be measured at fair value and recorded in the financial statements if the embedded derivative is not closely related to the host contract. Fair value of financial instruments is based on market prices where available, otherwise it is calculated as the net present value of expected future cash flows. For those items measured at amortized cost, interest expense is calculated using an effective interest rate that accretes any discount or premium over the life of the instrument so that the carrying value equals the face value at maturity.
Harvest does not have any financial assets classified as available-for-sale or held-to-maturity. The only items on Harvest’s balance sheet that are classified as held-for-trading and subsequently measured at fair value are cash and our price risk management contracts. The remainder of the financial instruments are measured at amortized cost. As well, there are no significant embedded derivatives that need to be recorded in the financial statements.
Transaction costs relating to financial instruments classified as held for trading are expensed in net income in the period that they are incurred. Harvest has elected to add all other transaction costs that are directly attributable to the acquisition or issue of a financial asset or liability to the amount of the financial asset or liability that is recorded on initial recognition.
The transitional provisions of the Financial Instruments standard require retrospective adoption without restatement of these standards; therefore, our prior period financial statements have not been restated. The provisions also require all financial instruments to be remeasured using the criteria of the new standard and any change in the previous carrying amount is to be recognized as an adjustment to retained earnings on January 1, 2007. As our price risk management contracts were already measured at fair value, the most significant change for Harvest was reclassifying the deferred charges relating to our senior notes and convertible debentures and netting these amounts against the respective liability. These charges are then amortized to income using an effective interest rate. The effect of applying this new standard on January 1, 2007 was to reduce the carrying value of the following amounts as indicated with an offsetting reduction to deferred charges:
5
| Deferred charges | $ | (25,067) |
| 7 7/8% Senior notes | | (9,522) |
| Convertible debentures | | (16,882) |
| Unitholders’ capital | | (49) |
| Accumulated income | | 1,386 |
See Note 16 for the additional presentation and disclosure requirements for Financial Instruments.
Other Comprehensive Income
The new standards introduce the concept of comprehensive income, which consists of net income and other comprehensive income. Other comprehensive income represents changes in Unitholders’ equity during a period arising from transactions and other events with non-owner sources. The transitional provisions of this section require that the comparative statements are restated to reflect the application of this standard only on certain items.
For Harvest, the only such item is the unrealized foreign currency translation gains or losses arising from our refining and marketing operations, which is considered a self-sustaining operation with a U.S. dollar functional currency. As the cumulative translation adjustment was presented as a separate component of Unitholders’ equity already, this restatement simply required the cumulative translation adjustment to be reclassified to accumulated other comprehensive income on the balance sheet and statement of Unitholders’ equity.
Future Accounting Changes
New accounting standards were issued on December 1, 2006 that effective January 1, 2008 require increased disclosure on financial instruments, particularly with regard to the nature and extent of risks arising from financial instruments and how the entity manages those risks. New capital disclosures are also required effective January 1, 2008 on an entity’s objectives, policies and processes for managing capital; quantitative data about what the entity regards as capital; whether the entity has complied with any externally imposed capital requirements; and if it has not complied, the consequences of such non-compliance.
3. Business Acquisition
On March 1, 2007, Harvest acquired all of the issued and outstanding shares of a private petroleum and natural gas corporation for $30.3 million net of working capital adjustments and transaction costs. The results of operations of this acquisition have been included in the consolidated financial statements since its acquisition on March 1, 2007. An officer of Harvest was a director of this private corporation and received proceeds that are considered to be insignificant to both the officer and Harvest.
4. Inventories
| | | June 30, 2007 | | December 31, 2006 |
| Petroleum products | $ | 42,010 | $ | 19,513 |
| Parts and supplies | | 10,269 | | 10,999 |
| Total inventories, net | $ | 52,279 | $ | 30,512 |
For the three and six month period ended June 30, 2007, inventory included valuation adjustments to the lower of cost or market of $2.5 million and $3.1 million, respectively, and these adjustments were included in "purchased products for resale and processing".
5. Property, Plant and Equipment
| | | | June 30, 2007 | | | December 31, 2006 |
| | | Petroleum and | | Refining and | | | | |
| | | natural gas | | marketing | | Total | | Total |
| Cost | $ | 4,010,056 | $ | 1,215,329 | $ | 5,225,385 | $ | 5,115,032 |
| Accumulated depletion and depreciation | | (923,470) | | (45,556) | | (969,026) | | (721,200) |
| Net book value | $ | 3,086,586 | $ | 1,169,773 | $ | 4,256,359 | $ | 4,393,832 |
6
General and administrative costs of $3.9 million have been capitalized during the three month period ended June 30, 2007 (three months ended June 30, 2006 – $2.9 million), of which $1.7 million (three months ended June 30, 2006 - $639,000) relate to the Trust Unit Rights Incentive Plan and the Unit Award Incentive Plan. For the six month period ended June 30, 2007 $6.5 million (six months ended June 30, 2006 – $6.8 million) of general and administrative costs have been capitalized, of which $2.2 million (six months ended June 30, 2006 – $2.7 million) relate to the Trust Unit Rights Incentive Plan and the Unit Award Incentive Plan.
6. Intangible Assets
| | | | June 30, 2007 | | | December 31, 2006 |
| | | Cost | Accumulated | Net Book value | | Net Book value |
| | | | Amortization | | | | |
| Engineering drawings | $ | 94,821 | $ | 3,358 | $ | 91,463 | $ | 102,641 |
| Marketing contracts | | 6,595 | | 638 | | 5,957 | | 7,109 |
| Customer lists | | 3,992 | | 283 | | 3,709 | | 4,276 |
| Fair value of office lease | | 931 | | 316 | | 615 | | 726 |
| Financing costs | | 12,113 | | 7,391 | | 4,722 | | 7,610 |
| Total | $ | 118,452 | $ | 11,986 | $ | 106,466 | $ | 122,362 |
7. Other Non-Current Assets
| | | June 30, 2007 | | December 31, 2006 |
| Deferred charges, net of amortization | $ | - | $ | 23,659 |
| Discount on senior notes, net of amortization | | - | | 1,408 |
| Total | $ | - | $ | 25,067 |
8. Accounts Payable and Accrued Liabilities
| | | June 30, 2007 | December 31, 2006 |
| Trade accounts payable | $ | 111,650 | $ | 111,837 |
| Accrued interest | | 18,288 | | 14,367 |
| Trust Unit Incentive Plan and Unit Award Incentive Plan [Note 13] | | 17,155 | | 6,442 |
| Other accrued liabilities | | 118,770 | | 161,936 |
| Total | $ | 265,863 | $ | 294,582 |
9. Asset Retirement Obligation
Harvest’s asset retirement obligations result from its net ownership interest in petroleum and natural gas assets including well sites, gathering systems and processing facilities and the estimated costs and timing to reclaim and abandon them. Harvest estimates the total undiscounted amount of cash flows required to settle its asset retirement obligations to be approximately $696.0 million which will be incurred between 2007 and 2055. The majority of the costs will be incurred between 2025 and 2035. A credit-adjusted risk-free discount rate of 10% was used to calculate the fair value of the asset retirement obligations set-up before September 30, 2005. Upward revisions and new obligations after this date are discounted using a revised credit adjusted risk-free discount rate of 8%.
A reconciliation of the asset retirement obligations is provided below:
| | | June 30, 2007 | | December 31, 2006 |
| | | | | |
| Balance, beginning of period | $ | 202,480 | $ | 110,693 |
| Incurred on acquisition of a private corporation | | 1,629 | | - |
| Incurred on acquisition of Viking | | - | | 60,493 |
| Incurred on acquisition of Birchill | | - | | 1,219 |
| Liabilities incurred | | 1,401 | | 2,763 |
| Revision of estimates | | - | | 20,544 |
| Liabilities settled | | (4,388) | | (9,186) |
| Accretion expense | | 8,919 | | 15,954 |
| Balance, end of period | $ | 210,041 | $ | 202,480 |
7
Harvest has gross asset retirement obligations of approximately $14.7 million relating to the refining and marketing assets that are expected to be settled after 2081. Due to the long time period prior to settlement, the discounted value today is immaterial.
10. Bank Loan
At June 30, 2007, Harvest had $1,048.0 million drawn under its Three Year Extendible Revolving Credit Facility, of which $524.9 million is payable in U.S. dollars.
On May 7, 2007, Harvest and its lenders amended the Three Year Extendible Revolving Credit Facility to increase the aggregate commitment amount from $1.4 billion to $1.6 billion and extend the maturity date of the facility from March 31, 2009 to April 30, 2010 with respect to $1,535 million of the aggregate commitment amount. Effective May 7, 2007, the Three Year Extendible Revolving Credit Facility is comprised of $1,535 million of commitments with a maturity date of April 30, 2010 and $65 million of commitments with a maturity date of March 31, 2009.
11. Convertible Debentures
Harvest has seven series of convertible unsecured subordinated debentures outstanding, the details of which have been outlined in Harvest’s Consolidated Financial Statements for the year ended December 31, 2006.
The following is a summary of the seven series of convertible debentures:
| | Conversion | | | |
| | price / Trust | | | Second redemption |
| Series | Unit | Maturity | First redemption period | period |
| 9% Debenture Due 2009 | $ 13.85 | May 31, 2009 | Jun. 1/07-May 31/08 | Jun. 1/08-May. 30/09 |
| 8% Debenture Due 2009 | $ 16.07 | Sept. 30, 2009 | Oct. 1/07-Sept. 30/08 | Oct. 1/08-Sept. 29/09 |
| 6.5% Debenture Due 2010 | $ 31.00 | Dec. 31, 2010 | Jan. 1/09-Dec. 31/09 | Jan. 1/10-Dec. 30/10 |
| 10.5% Debenture Due 2008 | $ 29.00 | Jan. 31, 2008 | Feb. 1/06-Jan. 31/07 | Feb. 1/07-Jan. 30/08 |
| 6.40% Debenture Due 2012(1) | $ 46.00 | Oct. 31, 2012 | Nov. 1/08-Oct. 31/09 | Nov. 1/09-Oct. 31/10 |
| 7.25% Debenture Due 2013(1) | $ 32.20 | Sept. 30, 2013 | Oct. 1/09-Sept. 30/10 | Oct. 1/10-Sept. 30/11 |
| 7.25% Debenture Due 2014(1) | $ 27.25 | Feb. 28, 2014 | Mar. 1/10-Feb. 28/11 | Mar. 1/11-Feb. 29/12 |
(1) These series of convertible debentures may also be redeemed by Harvest at a price of $1,000 per debenture after the second redemption period until maturity.
The following table summarizes the face value, carrying amount and fair value of the convertible debentures:
| | | | June 30, 2007 | | | | December 31, 2006 | |
| | | | | Carrying | | | | | | Carrying | Fair Value |
| | Face Value | | Amount(1) | Fair Value | | Face | | Amount(1) | | |
| | | | | | | | | Value | | | | |
| 9%Debentures Due2009 | $ | 1,058 | $ | 1,038 | $ | 2,169 | $ | 1,226 | $ | 1,226 | $ | 2,280 |
| 8% Debentures Due 2009 | | 1,824 | | 1,776 | | 3,466 | | 2,239 | | 2,229 | | 3,731 |
| 6.5% Debentures Due 2010 | | 37,929 | | 35,111 | | 40,360 | | 37,929 | | 35,988 | | 37,925 |
| 10.5% Debentures Due 2008 | | 25,498 | | 25,604 | | 28,838 | | 26,621 | | 26,824 | | 28,085 |
| 6.40% Debentures Due 2012 | | 174,626 | | 167,787 | | 173,735 | | 174,743 | | 167,401 | | 159,485 |
| 7.25% Debentures Due 2013 | | 379,407 | | 353,691 | | 398,377 | | 379,500 | | 367,843 | | 375,705 |
| 7.25% Debentures Due 2014 | | 105,970 | | 95,993 | | 127,185 | | - | | - | | - |
| | $ | 726,312 | $ | 681,000 | $ | 774,130 | $ | 622,258 | $ | 601,511 | $ | 607,211 |
(1)Excluding the equity component.
8
12. Unitholders' Capital
(a) Authorized
The authorized capital consists of an unlimited number of Ordinary Trust Units, Special Trust Units and Special Voting Units. There are no Special Trust Units or Special Voting Units outstanding at June 30, 2007; therefore, unless otherwise noted, all references to Trust Units are deemed to be references to Ordinary Trust Units.
(b) Number of Units Issued
| | Six months ended | Six months ended |
| | June 30, 2007 | June 30, 2006 |
| Outstanding, beginning of period | 122,096,172 | 52,982,567 |
| Issued in exchange for assets of Viking | - | 46,040,788 |
| Issued for cash | | |
| February 1, 2007 | 6,146,750 | - |
| June 1, 2007 | 7,302,500 | - |
| Convertible debenture conversions | | |
| 9% Debentures Due 2009 | 12,128 | 22,957 |
| 8% Debentures Due 2009 | 25,819 | 51,205 |
| 6.5% Debentures Due 2010 | - | 114,313 |
| 10.5% Debentures Due 2008 | 38,721 | 84,371 |
| 6.40% Debentures Due 2012 | 2,542 | 434 |
| 7.25% Debentures Due 2013 | 2,885 | - |
| 7.25% Debentures Due 2014 | 4,551,551 | - |
| Exchangeable share retraction | - | 184,809 |
| Distribution reinvestment plan issuance | 3,316,725 | 2,442,213 |
| Exercise of unit appreciation rights and other | 10,065 | 293,334 |
| Outstanding, end of period | 143,505,858 | 102,216,991 |
(c) Per Trust Unit Information
The following tables summarize the net income and Trust Units used in calculating net income per Trust Unit:
| Net income adjustments | | Three months | | Three months | | Six months | | Six months |
| | | ended | | ended | | ended | | ended |
| | | June 30, 2007 | | June 30, 2006 | June 30, 2007 | | June 30, 2006 |
| Net income, basic | $ | 6,248 | $ | 60,682 | $ | 76,098 | $ | 26,745 |
| Non-controlling interest | | - | | 15 | | - | | (65) |
| Interest on convertible debentures | | - | | 825 | | - | | - |
| Net income, diluted(1) | $ | 6,248 | $ | 61,522 | $ | 76,098 | $ | 26,680 |
| | | | | | | | | |
| | | Three months | | Three months | | Six months | | Six months |
| Weighted average Trust Units | | ended | | ended | | ended | | ended |
| adjustments | | June 30, 2007 | | June 30, 2006 | June 30, 2007 | | June 30, 2006 |
| Number of Units | | | | | | | | |
| Weighted average Trust Units | | | | | | | | |
| outstanding, basic | | 133,815,690 | | 101,426,503 | | 130,420,556 | | 91,920,385 |
| Effect of convertible debentures | | - | | 1,527,476 | | - | | - |
| Effect of exchangeable shares | | - | | 28,480 | | - | | 64,113 |
| Effect of Employee Unit Incentive Plans | 1,128,828 | | 209,575 | | 690,930 | | 168,348 |
| Weighted average Trust Units | | | | | | | | |
| outstanding, diluted(2) | | 134,944,518 | | 103,192,034 | | 131,111,486 | | 92,152,846 |
(1) Net income, diluted excludes the impact of the conversions of certain of the convertible debentures for the three month and six month periods ended June 30, 2007 of $16,594,000 and $31,688,000 respectively (three and six months ended June 30, 2006 - $3,979,000 and $7,919,000), as the impact would be anti-dilutive.
(2) Weighted average Trust Units outstanding, diluted for the three month and six month periods ended June 30, 2007 does not include the unit impact of 25,743,388 and 25,333,076 respectively for certain of the convertible debentures (three and six months ended June 30, 2006 – 4,942,459 and 6,526,241), as the impact would be anti-dilutive.
9
13. Employee Unit Incentive Plans
Trust Unit Rights Incentive Plan
As at June 30, 2007, a total of 3,934,708 (3,788,125 – December 31, 2006) Unit Appreciation Rights were outstanding under the Trust Unit Rights Incentive Plan at an average exercise price of $27.51 ($29.14 – December 31, 2006).
The following table summarizes the Trust Units reserved for issuance under the Trust Unit Rights Incentive Plan:
| | Six months ended June 30, 2007 | Year ended December 31, 2006 |
| | Unit | | Weighted | Unit | | Weighted |
| | Appreciation | Average Exercise | Appreciation | Average Exercise |
| | Rights | | Price | Rights | | Price |
| Outstanding beginning of period | 3,788,125 | $ | 30.81 | 1,305,143 | $ | 19.72 |
| Granted | 412,083 | | 29.81 | 3,924,300 | | 31.92 |
| Exercised | (65,900) | | 20.24 | (1,039,018) | | 18.58 |
| Forfeited | (199,600) | | 30.93 | (402,300) | | 37.25 |
| Outstanding before exercise price reductions | 3,934,708 | | 30.89 | 3,788,125 | | 30.81 |
| Exercise price reductions | - | | (3.38) | - | | (1.67) |
| Outstanding, end of period | 3,934,708 | $ | 27.51 | 3,788,125 | $ | 29.14 |
| Exercisable before exercise price reductions | 560,038 | $ | 32.72 | 266,125 | $ | 24.18 |
| Exercise price reductions | - | | (5.65) | - | | (5.37) |
| Exercisable, end of period | 560,038 | $ | 27.07 | 266,125 | $ | 18.81 |
The following table summarizes information about Unit Appreciation Rights outstanding at June 30, 2007:
| | | Outstanding | Exercisable |
| | | | Weighted Average | | | Weighted Average |
| Exercise Price | Exercise Price | | Exercise Price net | Remaining | | Exercise Price net |
| before price | net of price | At June | of price | Contractual | At June | of price |
| reductions | reductions | 30, 2007 | reductions(1) | Life (1) | 30, 2007 | reductions(1) |
| $12.19-$13.15 | $2.69-$4.02 | 7,200 | $ | 3.61 | 1.4 | 7,200 | $ | 3.61 |
| $13.35-$14.99 | $4.41-$6.95 | 21,500 | | 6.65 | 2.0 | 21,500 | | 6.65 |
| $18.90-$25.05 | $10.94-$23.29 | 144,375 | | 17.78 | 3.0 | 121,675 | | 16.88 |
| $26.17-$27.37 | $23.74-$26.02 | 1,714,700 | | 23.85 | 4.5 | - | | - |
| $28.59-$37.56 | $22.82-$34.02 | 2,046,933 | | 31.56 | 3.9 | 409,663 | | 31.58 |
| $12.19-$37.56 | $2.69-$34.02 | 3,934,708 | $ | 27.51 | 4.1 | 560,038 | $ | 27.07 |
(1) Based on weighted average Unit Appreciation Rights outstanding.
Unit Award Incentive Plan
At June 30, 2007, 331,201 Units were outstanding under the Unit Award Incentive Plan (306,699 – December 31, 2006).
The following table summarizes the Trust Units reserved for issuance under the Unit Award Incentive Plan:
| | Six months ended | Year ended |
| | June 30, 2007 | December 31, 2006 |
| Outstanding, beginning of period | 306,699 | 35,365 |
| Granted | 42,962 | 320,905 |
| Adjusted for distributions | 22,253 | 27,879 |
| Exercised | (28,197) | (41,530) |
| Forfeited | (12,516) | (35,920) |
| Outstanding, end of period | 331,201 | 306,699 |
Harvest has recognized compensation expense of $7.6 million and $10.5 million for the three and six months ended June 30, 2007 respectively ($1.1 million and $9.5 million – three and six months ended June 30, 2006), including non cash compensation expense of $6.3 million and $8.7 million for the three and six months ended June 30, 2007 respectively ($675,000 recovery and $2.5 million expense – three and six months ended June 30, 2006), related to the Trust Unit Rights Incentive Plan and the Unit Award Incentive Plan. This is reflected in general and administrative expense in the consolidated statements of income. Recoveries occur when the Trust Unit market price decreases below the previous measurement date.
10
14. Income Taxes
On June 22, 2007, Bill C-52 Budget Implementation Act, 2007 received Royal Assent which contains legislation to apply a 31.5% tax to distributions from Canadian publicly traded income trusts. The new tax is not expected to apply to Harvest until 2011 as a transition period has been established for publicly traded trusts that existed prior to November 1, 2006. As a result of the enactment of Bill C-52, we have recorded a $177.7 million future income tax expense and a future income tax liability during the three month period ended June 30, 2007. This future income tax liability represents the taxable temporary differences of the Trust, tax-effected at 31.5%, which is the rate that will be applicable in 2011 pursuant to the current legislation and Harvest’s current structure.
15. Employee Future Benefit Plans
Defined Contribution Pension Plan
Total expense for the defined contribution plan is equal to Harvest’s required contributions and was $0.2 million and $0.4 million for the three and six month periods ended June 30, 2007, respectively.
Defined Benefit Plans
The measurement of the accrued benefit obligation and annual expense for the defined benefit plans requires actuarial calculations and several assumptions. These assumptions, set annually on December 31, are as follows:
| | June 30, 2007 | December 31, 2006 |
| | | Other | | Other |
| | Pension | Benefit | Pension | Benefit |
| | Plans | Plans | Plans | Plans |
| | | | | |
| Discount rate | 5.0% | 5.0% | 5.0% | 5.0 % |
| Expected long-term rate of return on plan assets | 7.0% | - | 7.0% | - |
| Rate of compensation increase | 3.5% | - | 3.5% | - |
| Employee contribution of pensionable income | 6.0% | - | 6.0% | - |
| Annual rate of increase in covered health care benefits | - | 11% | - | 12 % |
| Expected average remaining service lifetime (years) | 11.7 | 10.8 | 11.7 | 11.1 |
The assets of the defined benefit plan are invested and maintain the following asset mix:
| | June 30, 2007 | December 31, 2006 |
| Bonds/fixed income securities | 32% | 32% |
| Equity securities | 68% | 68% |
The expected long-term rates of return are estimated based on many factors, including the expected forecast for inflation, risk premiums for each class of asset, and current and future financial market conditions.
The defined benefit pension plans were subject to an actuarial valuation on December 31, 2005 and the next valuation report is due no later than December 31, 2008. The post-retirement health care benefits plan was last subject to an actuarial valuation on December 31, 2006.
| | | Six Months ended | | Year ended |
| | | June 30, 2007 | | December 31, 2006 |
| | Pension | Other Benefit | | Pension | Other Benefit |
| | | Plans | Plans | | Plans | Plans |
| | | | | | | | | |
| Employee benefit obligation, beginning of period | $ | 43,101 | $ | 6,027 | $ | 38,754 | $ | 5,315 |
| Current service costs | | 1,521 | | 184 | | 648 | | 88 |
| Interest | | 1,187 | | 158 | | 546 | | 74 |
| Actuarial losses | | 816 | | 25 | | 3,422 | | 601 |
| Plan amendment | | - | | - | | - | | - |
| Benefits paid | | (309) | | (100) | | (269) | | (51) |
| Employee benefit obligation, end of period | | 46,316 | | 6,294 | | 43,101 | | 6,027 |
| | | | | | | | | |
| Fair value of plan assets, beginning of period | | 36,576 | | - | | 31,878 | | - |
| Expected return on plan assets | | 1,334 | | - | | 3,181 | | - |
| Employer contributions | | 1,650 | | 100 | | 1,306 | | 51 |
| Employee contributions | | 815 | | - | | 480 | | - |
| Benefits paid | | (309) | | (100) | | (269) | | (51) |
| Fair value of plan assets, end of period | | 40,066 | | - | | 36,576 | | - |
| | | | | | | | | |
| Funded status | | (6,250) | | (6,294) | | (6,525) | | (6,027) |
| Unamortized balances: | | | | | | | | |
| Net actuarial losses | | 325 | | - | | 325 | | - |
| Carrying amount | $ | (5,925) | $ | (6,294) | $ | (6,200) | $ | (6,027) |
| | | | | | | | | |
| | | June 30, 2007 | | December 31, 2006 |
| Summary: | | | | |
| Pension plans | $ | 5,925 | $ | 6,200 |
| Other benefit plans | | 6,294 | | 6,027 |
| Carrying amount | $ | 12,219 | $ | 12,227 |
Estimated pension and other benefit payments to plan participants, which reflect expected future service, expected to be paid from 2007 to 2016 are summarized in the commitment table [see Note 19].
The table below shows the components of the net benefit plan expense:
| | Three Months ended June 30, 2007 | Three months ended June 30, 2006 |
| | Pension Plans | Other Benefit Plans | Pension Plans | Other Benefit Plans |
| Current service cost | $ | 760 | $ | 92 | $ | - | $ | - |
| Interest costs | | 594 | | 79 | | - | | - |
| Expected return on assets | | (668) | | - | | - | | - |
| Net benefit plan expense | $ | 686 | $ | 171 | $ | - | $ | - |
| | | | | | | | | |
| | Six Months ended June 30, 2007 | Six months ended June 30, 2006 |
| | Pension Plans | Other Benefit Plans | Pension Plans | Other Benefit Plans |
| Current service cost | $ | 1,521 | $ | 184 | $ | - | $ | - |
| Interest costs | | 1,187 | | 158 | | - | | - |
| Expected return on assets | | (1,334) | | - | | - | | - |
| Net benefit plan expense | $ | 1,374 | $ | 342 | $ | - | $ | - |
A 1% change in the expected health care cost trend rate would have the following annual impacts as at December 31, 2006:
| | 1% Increase | 1% Decrease |
| Impact on post-retirement benefit expense | $ | 2 | $ | (2) |
| Impact on projected benefit obligation | | 16 | | (22) |
16. Financial Instruments and risk management contracts
Financial instruments of Harvest consist of cash, accounts receivable, long-term receivables, accounts payable and accrued liabilities, cash distribution payable, bank loan, risk management contracts, convertible debentures and senior notes. The carrying value and fair value of these financial instruments at June 30, 2007 is disclosed below by financial instrument category, as well as any related gains or losses and interest income or expense for the six months ended June 30, 2007:
12
| | | | | Interest | | |
| Financial Instrument | Carrying | | Gains/ | Income/ | | Other Income/ |
| | Value | Fair Value | (Losses) | (Expense) | | (Expense) |
| | | | | | | |
| Assets Held for Trading | | | | | | |
| Cash | 13,447 | 13,447 | - | | - | - |
| Loans and Receivables | | | | | | |
| Accounts receivable | 295,831 | 295,831 | - | | - | - |
| Lease payments | | | | | | |
| receivable | 3,583(1) | 3,583 | - | 110 | (2) | - |
| Liabilites Held for | | | | | | |
| Trading | | | | | | |
| Net fair value of risk | | | | | | |
| management contracts | 4,999 | 4,999 | 4,188 (3) | | - | - |
| Other Liabilities | | | | | | |
| Accounts payable | 265,863 | 265,863 | - | | - | - |
| Cash distributions | | | | | | |
| payable | 54,532 | 54,532 | - | | - | - |
| Bank loan | 1,047,965 | 1,047,965 | - | (37,978) | (4) | (3,160) (4) |
| 77/8% Senior Notes | 258,387 (6) | 262,355 | - | (11,805) | (5) | - |
| Convertible | | | | | | |
| debentures | 681,000 | 774,130 | - | (31,688) | (5) | - |
(1) Included in accounts receivable on the balance sheet.
(2) Included in interest and other financing charges on short term/long term debt in the statement of income and comprehensive income.
(3) Included in risk management contracts - realized and unrealized gains/(losses) in the statement of income and comprehensive income.
(4) Included in interest and other financing charges on short term/long term debt in the statement of income and comprehensive income. The amortization of financing fees related to this liability is included in Amortization of deferred finance charges in the statement of cash flows.
(5) Included in Interest and other financing charges on short term/long term debt in the statement of income and comprehensive income. The non-cash interest expense relating to the accretion of premiums, discounts or transaction costs that are netted against these liabilities are included in non-cash interest in the statement of cash flows.
(6) The face value of the 77/8% Senior Notes at June 30, 2007 is $266.4 million (U.S. $250 million).
The fair value of the lease payments receivable is the present value of expected future cash flows. The fair values of the convertible debentures and the 77/8% Senior Notes are based on quoted market prices as at June 30, 2007. The risk management contracts are recorded on the balance sheet at their fair value, accordingly, there is no difference between fair value and carrying value. The bank loan is recorded at amortized cost, but there are no transaction costs associated with this and the financing costs are included in intangible assets; therefore, there is no difference between the carrying value and the fair value. Due to the short term nature of cash, accounts receivable, accounts payable and cash distributions payable, their carrying values approximate their fair values.
(a) Risk Exposure
Harvest is exposed to market risks resulting from fluctuations in commodity prices, foreign exchange rates and interest rates in the normal course of operations. Harvest is also exposed, to a lesser extent, to credit risk on accounts receivable and counterparties to price risk management contracts and to liquidity risk relating to our debt.
(i.) Credit Risk
Petroleum and Natural Gas accounts receivable
Accounts receivable in our petroleum and natural gas operations are due from crude oil and natural gas purchasers as well as joint venture partners. These balances are due from companies in the petroleum and natural gas industry and are subject to normal industry credit risks. Concentration of credit risk is mitigated by having a broad customer base, which includes a significant number of companies engaged in joint operations with Harvest. Harvest periodically assesses the financial strength of its crude oil and natural gas purchasers and will adjust its marketing plan to mitigate credit risks. This assessment involves a review of external credit ratings; however, if external ratings are not available, we try to obtain a guarantee from the parent company. If this is not possible, we perform our own internal credit review based on the purchasers past financial performance. The credit risk associated with our joint venture partners is mitigated by reviewing the credit history of partners and requiring some partners to provide cash upfront in the form of cash calls for significant capital projects. As well, most agreements have a net off provision that enables us to use the proceeds from the sale of production that would otherwise be taken in kind by the partner to net off amounts owing from the partner that are in default. Historically, the only instances of impairment or potential impairment have been when a purchaser or partner has gone bankrupt.
Risk Management Contract Counterparties
13
Harvest is also exposed to credit risk from the counterparties to our risk management contracts. This risk is managed by diversifying Harvest’s risk management portfolio among a number of counterparties and by dealing with investment grade financial institutions. We have no history of impairment with these counterparties and therefore no impairment is recorded at June 30, 2007 or 2006.
Supply and Offtake Agreement Accounts Receivable (Vitol)
The Supply and Offtake Agreement entered into in conjunction with the purchase of the refinery exposed Harvest to the credit risk of Vitol Refining S.A. "Vitol" as all feedstock purchases and substantially all product sales are made with Vitol. Harvest mitigates this risk by requiring that Vitol maintain a minimum B+ credit rating as assessed by Standard and Poors. If the credit rating falls below this line additional security is required to be supplied to Harvest.
Other Accounts Receivable
Harvest does not have any significant exposure to any individual customer in its refining and marketing operations and its policy is to manage its credit risk by dealing with only financially sound customers. Credit is extended based on an evaluation of the customer’s financial condition. The carrying amount of accounts receivable reflects management’s assessment of the associated credit risks.
Harvest is also exposed to credit risk from customers due to the lease payments receivable relating to our net investment in vehicle and equipment leases. As some of the counterparties to these leases are employees or distributors, any over due amounts can be deducted from wages or commissions and therefore, the credit risk is low.
(ii.) Liquidity Risk
Harvest is exposed to liquidity risk mainly due to our outstanding bank balances and 77/8% Senior Notes with repayment requirements. This risk is mitigated by managing the maturity dates on our obligations and complying with the covenants.
(iii.) Market Risk
Harvest is exposed to three types of market risks: interest rate risk, foreign currency exchange rate risk and commodity price risk.
Interest rate risk
Harvest is exposed to interest rate risk on its bank loans as interest rates are determined in relation to floating market rates. Harvest’s convertible debentures and 77/8% Senior Notes have fixed interest rates and therefore do not create an interest rate risk. Harvest manages its exposure to interest rate risk by maintaining its debt in a combination of floating rate debt denominated in Canadian dollars and bearing interest relative to the Canadian interest rate benchmark, floating rate debt denominated in U.S. dollars and bearing interest relative to the U.S. interest benchmark rate and fixed rate debt denominated in U.S. dollars.
In addition, Harvest manages its interest rate by targeting appropriate levels of debt relative to its expected cash flow from operations.
Foreign currency exchange rate risk
Harvest is exposed to the risk of changes in the Canadian/U.S. dollar exchange rate on its U.S. dollar denominated revenues and in respect of its refinery crude oil purchases. In addition, Harvest’s 77/8% Senior Notes are denominated in U.S. dollars (U.S.$250 million) and a portion of our credit facility is drawn in U.S. dollars. Interest is payable semi-annually in U.S. dollars on the notes; therefore, any interest payable at the balance sheet date is also subject to currency exchange rate risk. Harvest manages these exchange rate risks by occasionally entering into fixed rate currency exchange contracts on future U.S. dollar payments and U.S. dollar sales. As well, the U.S. dollar denominated debt acts as an economic hedge to help offset the impact of exchange rate movements on commodity sales during the year and the exposure on Harvest’s net investment in North Atlantic as the functional currency of the refinery is U.S. dollars.
Commodity Price Risk
Harvest uses price risk management contracts for a portion of its crude oil, natural gas and refined product sales to manage its commodity price exposure and power costs. These contracts are recorded on the balance sheet at their fair value as of the balance sheet date, with changes from the prior period’s fair value recorded in net income for the period. These fair values are generally determined as the difference between the stated fixed price of the contract and some expected future price of the underlying asset. Variances in expected future prices expose us to commodity price risk as they will change the gain or loss that we ultimately realize on these 14 contracts. This risk is mitigated by continuously monitoring the effectiveness of these contracts and other risk management actions.
14
(b) Fair Values
At June 30, 2007, the net fair value deficiency reflected on the balance sheet for all the risk management contracts outstanding at that date was approximately $5.0 million ($1.9 million – December 31, 2006), which was included in the balance sheet as follows: Fair value of risk management contracts (current assets) $17.0 million, fair value of risk management contracts $8.9 million, fair value deficiency of risk management contracts (current liabilities) $21.9 million and fair value deficiency of risk management contracts $8.9 million.
The following is a summary of Harvest’s risk management contracts outstanding, along with their fair value at June 30, 2007:
| Quantity | Type of Contract | Term | Average Price | Fair value |
| | | | | | |
| Foreign Currency Exchange Rate Risk Management | | | | |
| $8,750,667/month | U.S./Cdn dollar exchange rate swap | July – December 2007 | 1.1228 Cdn/U.S. | $ | 3,394 |
| $8,333,333/month | U.S./Cdn dollar exchange rate swap | January – June 2008 | 1.1099 Cdn/U.S. | | 2,362 |
| | | | | $ | 5,756 |
| | | | | | |
| Crude Oil Price Risk Management | | | | |
| 20,000 bbl/d | Participating swap | July – December 2007 | U.S.$58.75(a) | $ | (13,376) |
| 10,000 bbl/d | Participating swap | January – June 2008 | U.S.$60.00(b) | | (2,097) |
| 5,000 bbl/d | Indexed put contract – bought put | July – December 2007 | U.S.$50.00(d) | | 60 |
| 2,500 bbl/d | Indexed put contract – sold call | July – December 2007 | U.S.$50.00(d) | | (10,271) |
| 2,500 bbl/d | Indexed put contract – bought call | July – December 2007 | U.S.$60.00(d) | | 5,690 |
| 2,500 bbl/d | Indexed put contract – sold call | July – December 2007 | U.S.$70.00(d) | | (1,999) |
| 2,500 bbl/d | Indexed put contract – bought call | July – December 2007 | U.S.$83.00(d) | | 337 |
| | | | | $ | (21,656) |
| | | | | | |
| Natural Gas Price Risk Management | | | | |
| 276 GJ/d | Fixed price – natural gas contract | July – December 2007 | Cdn$3.59(c) | $ | (125) |
| 276 GJ/d | Fixed price – natural gas contract | January – December 2008 | Cdn$4.63(c) | | (257) |
| | | | Cdn$5.00- | | |
| 30,000 GJ/d | Natural gas 3-way contract | July 2007 – March 2008 | 10.27(7.00)(e) | | 5,308 |
| | | | | $ | 4,926 |
| | | | | | |
| Refined Product Price Risk Management | | | | |
| | | January – December 2008 | U.S.$145.00- | | |
| 10,000 bbl/d | NYMEX Heating oil 3-way contract | | 222.17(193.00)(f) | $ | (5,024) |
| | | January – December 2008 | U.S.$43.00- | | |
| 6,000 bbl/d | Platt’s fuel oil 3-way contract | | 63.21(51.67)(g) | | (1,741) |
| | | January – December 2008 | U.S.$190.00- | | |
| 2,000 bbl/d | NYMEX Heating oil collar | | 217.50(h) | | (1,132) |
| | | January – December 2008 | U.S.$51.00- | | |
| 2,000 bbl/d | Platt’s fuel oil collar | | 58.68(i) | | (754) |
| | | | | $ | (8,651) |
| | | | | | |
| Electricity Price Risk Management | | | | |
| 35 MWH | Electricity price swap contracts | July – December 2007 | Cdn $56.69 | $ | 5,767 |
| 35 MWH | Electricity price swap contracts | January – December 2008 | Cdn $56.69 | | 8,859 |
| | | | | $ | 14,626 |
| Total net fair value deficiency of risk management contracts | | $ | (4,999) |
(a) This is the average price of the price floors. Harvest realizes this price plus 67-79%, or an average of 72%, of the difference between spot price and the given floor price.
(b) This is the average price of the price floors. Harvest realizes this price plus 67-79%, or an average of 73%, of the difference between spot price and the given floor price.
(c) This contract contains an annual escalation factor such that the fixed price is adjusted each year.
15
(d) Each group of puts and calls reflect an "indexed put option". These series of puts and calls serve to fix a floor price while retaining upward price exposure on a portion of price movements above the floor price. This contract contains an annual escalation factor such that the fixed price is adjusted each year.
(e) If the market price is below $5.00, price received is market price plus $2.00; if the market price is between $5.00 and $7.00, the price received is $7.00; if the market price is between $7.00 and the average ceiling of $10.27, the price received is market price; if the market price is over the average ceiling of $10.27, price received is the stated ceiling price.
(f) If the market price is below $145.00, price received is market price plus $48.00; if the market price is between $145.00 and $193.00, the price received is $193.00; if the market price is between $193.00 and the average ceiling of $222.17, the price received is market price; if the market price is over the average ceiling of $222.17, price received is the stated ceiling price.
(g) If the market price is below $43.00, price received is market price plus $8.67; if the market price is between $43.00 and $51.67, the price received is $51.67; if the market price is between $51.67 and the average ceiling of $63.21, the price received is market price; if the market price is over the average ceiling of $63.21, price received is the stated ceiling price.
(h) If the market price is below $190.00, price received is $190.00; if the market price is between $190.00 and $217.50, the price received is market price; if the market price is over the ceiling of $217.50, price received is $217.50.
(i) If the market price is below $51.00, price received is $51.00; if the market price is between $51.00 and the average ceiling of $56.68, the price received is market price; if the market price is over the average ceiling of $56.68, price received is the stated ceiling price.
For the three and six months ended June 30, 2007, the total unrealized gain/loss recognized in the consolidated statement of income and comprehensive income was a gain of $11.0 million and a loss of $3.1 million respectively (a loss of $0.1 million and $41.1 million – three and six months ended June 30, 2006), which represents the change in fair value of financial assets and liabilities classified as held for trading. The realized gains and losses on all risk management contracts are included in the period in which they are incurred.
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17. Segment Information
Harvest operates in Canada and has two reportable operating segments for the three and six month periods ending June 30, 2007, Petroleum and Natural Gas and Refining and Marketing. For the three and six month periods ending June 30, 2006, Harvest’s only operating segment was the Petroleum and Natural Gas operations.
Petroleum and Natural Gas – Harvest’s petroleum and natural gas operations consist of development, production and subsequent sale of petroleum, natural gas and natural gas liquids.
Refining and Marketing – Harvest’s refining and marketing operations includes the purchase of crude oil, the refining of crude oil, the sale of the refined products including a network of retail operations, home heating business and the supply of refined products to commercial and wholesale customers.
| | | Three months ended June 30, 2007 |
| | | | | | | |
| | Refining and | Petroleum and | | |
| | Marketing(1) | Natural Gas(1) | | Total |
| Revenue | $ | 900,387(2) | $ | 286,611 | $ | 1,186,998(3) |
| Royalties | | - | | (53,548) | | (53,548) |
| Realized net loss on risk management contracts | | - | | (6,826) | | (6,826) |
| Unrealized net gains (losses) on risk management contracts(4) | | (3,164) | | 14,178 | | 11,014 |
| Less: expenses | | | | | | |
| Purchased products for resale and processing | | 708,642 | | - | | 708,642 |
| Operating | | 44,921 | | 72,333 | | 117,254 |
| Transportation and marketing | | 9,059 | | 3,375 | | 12,434 |
| General and administrative | | 402 | | 16,061 | | 16,463 |
| Depletion, depreciation, amortization and accretion | | 18,185 | | 111,446 | | 129,631 |
| | $ | 116,014 | $ | 37,200 | $ | 153,214 |
| | | | | | | |
| Interest and other financing charges on short term debt | | | | | | 577 |
| Interest and other financing charges on long term debt | | | | | | 39,803 |
| Foreign exchange gain | | | | | | (71,098) |
| Large corporations tax and other tax | | | | | | - |
| Future income tax | | | | | | 177,684 |
| Net income | | | | | $ | 6,248 |
| | | | | | | |
| Total Assets(1) | $ | 1,660,754 | $ | 3,952,579 | $ | 5,613,333 |
| | | | | | | |
| Capital Expenditures | | | | | | |
| Development and other activity | $ | 9,871 | $ | 48,221 | $ | 58,092 |
| Property acquisitions | | - | | 7,975 | | 7,975 |
| Property dispositions | | - | | (29,776) | | (29,776) |
| Total expenditures | $ | 9,871 | $ | 26,420 | $ | 36,291 |
| | | | | | | |
| Property, plant and equipment | | | | | | |
| Cost | $ | 1,215,329 | $ | 4,010,056 | $ | 5,225,385 |
| Less: Accumulated depletion and depreciation | | (45,556) | | (923,470) | | (969,026) |
| Net book value | $ | 1,169,773 | $ | 3,086,586 | $ | 4,256,359 |
| | | | | | | |
| Goodwill, beginning of period | $ | 207,984 | $ | 656,248 | $ | 864,232 |
| Reduction to goodwill | | (16,068) | | - | | (16,068) |
| Goodwill, end of period | $ | 191,916 | $ | 656,248 | $ | 848,164 |
(1) Accounting policies for segments are the same as those described in the Significant Accounting Policies
(2) Of the total Refining and Marketing revenue for the three month period ended June 30, 2007, $784.8 million is from one customer. No other single customer within either division represents greater than 10% of Harvest’s total revenue.
(3) Of the total consolidated revenue for the three months ended June 30, 2007 $402.2 million is attributable to sales in Canada, while $ 784.8 million is attributable to sales in the United States.
(4) There is no intersegment activity with the exception of intersegment risk management contracts for the period of January 1, 2008 to December 31, 2008. For the three month period ended June 30, 2007 the net unrealized mark-to-market loss on these contracts is $3.2 million for the refining and marketing segment and the net unrealized gain is $3.2 million for the petroleum and natural gas segment.
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| | | Six months ended June 30, 2007 |
| | | | | | | |
| | Refining and | Petroleum and | | |
| | Marketing(1) | Natural Gas(1) | | Total |
| Revenue | $ | 1,684,432(2) | $ | 577,727 | $ | 2,262,159(3) |
| Royalties | | - | | (103,197) | | (103,197) |
| Realized net loss on risk management contracts | | - | | (7,123) | | (7,123) |
| Unrealized net gains (losses) on risk management contracts(4) | | (3,164) | | 57 | | (3,107) |
| Less: expenses | | | | | | |
| Purchased products for resale and processing | | 1,340,938 | | - | | 1,340,938 |
| Operating | | 94,282 | | 144,629 | | 238,911 |
| Transportation and marketing | | 16,402 | | 6,187 | | 22,589 |
| General and administrative | | 702 | | 26,165 | | 26,867 |
| Depletion, depreciation, amortization and accretion | | 37,574 | | 225,849 | | 263,423 |
| | $ | 191,370 | $ | 64,634 | $ | 256,004 |
| | | | | | | |
| Interest and other financing charges on short term debt | | | | | | 4,204 |
| Interest and other financing charges on long term debt | | | | | | 80,252 |
| Foreign exchange gain | | | | | | (82,358) |
| Large corporations tax and other tax | | | | | | 124 |
| Future income tax | | | | | | 177,684 |
| Net income | | | | | $ | 76,098 |
| | | | | | | |
| Total Assets(1) | $ | 1,660,754 | $ | 3,952,579 | $ | 5,613,333 |
| | | | | | | |
| Capital Expenditures | | | | | | |
| Development and other activity | $ | 14,754 | $ | 196,708 | $ | 211,462 |
| Business acquisitions | | - | | 30,264 | | 30,264 |
| Property acquisitions | | - | | 11,086 | | 11,086 |
| Property dispositions | | - | | (32,198) | | (32,198) |
| Total expenditures | $ | 14,754 | $ | 205,860 | $ | 220,614 |
| | | | | | | |
| Property, plant and equipment | | | | | | |
| Cost | $ | 1,215,329 | $ | 4,010,056 | $ | 5,225,385 |
| Less: Accumulated depletion and depreciation | | (45,556) | | (923,470) | | (969,026) |
| Net book value | $ | 1,169,773 | $ | 3,086,586 | $ | 4,256,359 |
| | | | | | | |
| Goodwill, beginning of period | $ | 209,930 | $ | 656,248 | $ | 866,178 |
| Reduction to goodwill | | (18,014) | | - | | (18,014) |
| Goodwill, end of period | $ | 191,916 | $ | 656,248 | $ | 848,164 |
(1) Accounting policies for segments are the same as those described in the Significant Accounting Policies
(2) Of the total Refining and Marketing revenue for the six month period ended June 30, 2007, $1,474.5 million is from one customer. No other single customer within either division represents greater than 10% of Harvest’s total revenue.
(3) Of the total consolidated revenue for the six months ended June 30, 2007 $787.7 million is attributable to sales in Canada, while $1,474.5 million is attributable to sales in the United States.
(4) There is no intersegment activity with the exception of intersegment risk management contracts for the period of January 1, 2008 to December 31, 2008. For the six month period ended June 30, 2007 the net unrealized mark-to-market loss on these contracts is $3.2 million for the refining and marketing segment and the net unrealized gain is $3.2 million for the petroleum and natural gas segment.
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18. Change in Non-Cash Working Capital
| | | Three months ended | | Six months ended |
| | | June 30, | | June 30, | | June 30, | | June 30, |
| | | 2007 | | 2006 | | 2007 | | 2006 |
| | | | | | | | | |
| Changes in non-cash working capital items: | | | | | | | | |
| Accounts receivable | $ | 7,147 | $ | (18,847) | $ | (40,268) | $ | (9,921) |
| Prepaid expenses and deposits | | 2,699 | | 770 | | 2,024 | | (1,063) |
| Current portion of risk management contract assets | | (9,008) | | 1,038 | | 925 | | 12,956 |
| Inventory | | (11,318) | | - | | (21,767) | | - |
| Current portion of future income tax asset | | - | | - | | - | | 22,975 |
| Accounts payable and accrued liabilities | | (20,888) | | (32,957) | | (31,709) | | (22,965) |
| Cash distribution payable | | 5,105 | | 631 | | 8,135 | | (1,578) |
| Current portion of risk management contract liabilities | | (8,111) | | (13,628) | | (4,825) | | 2,617 |
| | $ | (34,374) | $ | (62,993) | $ | (87,485) | $ | 3,021 |
| | | | | | | | | |
| Changes relating to operating activities | $ | 9,025 | $ | (10,134) | $ | (91,748) | $ | (16,751) |
| Changes relating to financing activities | | 5,261 | | (5,469) | | 11,463 | | (18,770) |
| Changes relating to investing activities | | (53,481) | | (33,538) | | (29,478) | | (17,842) |
| Add: Other non-cash changes | | 4,821 | | (13,852) | | 22,278 | | 56,384 |
| | $ | (34,374) | $ | (62,993) | $ | (87,485) | $ | 3,021 |
19. Commitments, Contingencies and Guarantees
From time to time, Harvest is involved in litigation or has claims brought against it in the normal course of business operations. Management of Harvest is not currently aware of any claims or actions that would materially affect Harvest’s reported financial position or results from operations. In the normal course of operations, management may also enter into certain types of contracts that require Harvest to indemnify parties against possible third party claims, particularly when these contracts relate to purchase and sale agreements. The terms of such contracts vary and generally a maximum is not explicitly stated; as such the overall maximum amount of the obligations cannot be reasonably estimated. Management does not believe payments, if any, related to such contracts would have a material effect on Harvest’s reported financial position or results from operations.
The following are the significant commitments at June 30, 2007:
(a) North Atlantic has a Supply and Offtake Agreement with Vitol Refining S.A. ("Vitol"). This agreement provides that the ownership of substantially all crude oil feedstock and refined product inventory at the refinery be retained by Vitol and that for a minimum period of up to two years Vitol will be granted the right and obligation to provide crude oil feedstock for delivery to the refinery, as well as the right and obligation to purchase substantially all refined products produced by the refinery. As such, at June 30, 2007, North Atlantic had commitments totaling approximately $671.6 million in respect of future crude oil feedstock purchases and related transportation from Vitol. Included in this total is approximately $143.4 million relating to the SOMO contract discussed below.
In June 2007 Vitol entered into a six month term contract with Iraq's State Oil Marketing Organization ("SOMO") for 33,000 bbl/day of Basrah crude oil at market prices on behalf of Harvest per the Supply and Offtake Agreement. Approximately one third of this commitment (2.0 million barrels) has already been scheduled for delivery and is included in the total feedstock commitment disclosed below.
The following is a summary of Harvest’s contractual obligations and commitments as at June 30, 2007:
| | Payments Due by Period |
| | 2007 | 2008 | 2009 | 2010 | 2011 | Thereafter | Total |
| Debt repayments (1) | - | - | 65,000 | 982,965 | 266,350 | - | 1,314,315 |
| Capital commitments(2) | 13,653 | 2,880 | - | - | - | - | 16,533 |
| Operating leases(3) | 3,447 | 6,189 | 5,143 | 2,278 | 299 | 258 | 17,614 |
| Pension contributions(4) | 390 | 1,510 | 1,835 | 2,219 | 2,586 | 19,147 | 27,687 |
| Transportation agreements(5) | 1,064 | 1,621 | 1,025 | 370 | 172 | 189 | 4,441 |
| Feedstock commitments(6) | 665,915 | 5,727 | - | - | - | - | 671,642 |
| Contractual obligations | 684,469 | 17,927 | 73,003 | 987,832 | 269,407 | 19,594 | 2,052,232 |
(1) Assumes that the outstanding convertible debentures either convert at the holders’ option for Units or are redeemed for Units at Harvest’s option.
(2) Relating to drilling contracts, AFE commitments and equipment rental contracts.
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(3) Relating to building and automobile leases.
(4) Relating to expected contributions for employee benefit plans [see Note 15].
(5) Relating to oil and natural gas pipeline transportation agreements.
(6) Relating to crude oil feedstock purchases and related transportation costs [see Note 19 (a) above].
20. Subsequent Events
Subsequent to June 30, 2007, Harvest declared a distribution of $0.38 per unit for Unitholders of record on July 23, 2007, August 22, 2007 and September 24, 2007.
Between July 1, 2007 and August 10, 2007, an additional U.S. $232.0 million was committed to the purchase of feedstock inventory under the Supply and Offtake Agreement held with Vitol Refining S.A. [see table in Note 19].
On June 8, 2007, Harvest entered into a pre-acquisition agreement to acquire Grand Petroleum Inc. ("Grand") pursuant to which Harvest agreed it would make an offer to purchase all of the issued and outstanding shares of Grand for $3.84 per share with the offer open for acceptance until July 26, 2007. On July 26, 2007, Harvest purchased the 21,310,419 common shares of Grand tendered to its offer for $81.8 million and extended its offer to August 9, 2007 on the same terms and conditions. On August 9, 2007, Harvest acquired an additional 5,868,377 common shares for $22.5 million and intends to subsequently acquire the remaining common shares of Grand pursuant to the compulsory acquisition provisions of the Business Corporations Act (Alberta) for a further $5.5 million. Commencing in August 2007, Grand’s operating results will be included in Harvest’s revenues, expenses and capital spending.
21. Related Party Transactions
During 2007, in the normal course of operations, Vitol Refining S.A. purchased $131.2 million of Iraqi crude oil through the Supply and Offtake Agreement at fair market value for processing, which has been sourced from a private corporation of which a director of Harvest, is a director and holds a minority ownership interest. As at June 30, 2007, no amount related to these transactions is included in accounts payable and accrued liabilities and $136.4 million is included in feedstock commitments for the purchase of Iraqi crude oil [See Note 19]. Of the U.S. $232.0 million committed to the purchase of feedstock inventory under the Supply and Offtake Agreement held with Vitol Refining S.A. between July 1, 2007 and August 10, 2007 [see Note 20], U.S. $65.5 million of crude oil feedstock from Iraq was purchased from this private corporation.
22. Comparatives
Certain comparative figures have been reclassified to conform to the current period’s presentation.
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