CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(thousands of Canadian dollars) | | March 31, 2008 | | December 31, 2007 |
Assets | | | | |
Current assets | | | | |
Cash | $ | - | $ | - |
Accounts receivable and other | | 311,029 | | 215,803 |
Fair value of risk management contracts [Note 12] | | 19,647 | | 16,442 |
Prepaid expenses and deposits | | 14,507 | | 15,144 |
Inventories | | 77,276 | | 58,934 |
| | 422,459 | | 306,323 |
| | | | |
Fair value of risk management contracts [Note 12] | | - | | - |
Property, plant and equipment [Note 3] | | 4,196,959 | | 4,197,507 |
Intangible assets [Note 4] | | 96,083 | | 95,075 |
Goodwill | | 859,027 | | 852,778 |
| $ | 5,574,528 | $ | 5,451,683 |
| | | | |
Liabilities and Unitholders’ Equity | | | | |
Current liabilities | | | | |
Accounts payable and accrued liabilities | $ | 335,172 | $ | 270,243 |
Cash distribution payable | | 45,340 | | 44,487 |
Current portion of convertible debentures [Note 6] | | - | | 24,273 |
Fair value deficiency of risk management contracts [Note 12] | | 165,159 | | 131,020 |
| | 545,671 | | 470,023 |
| | | | |
Bank loan | | 1,330,423 | | 1,279,501 |
77/8% Senior notes | | 250,099 | | 241,148 |
Convertible debentures [Note 6] | | 628,929 | | 627,495 |
Fair value deficiency of risk management contracts [Note 12] | | 65,020 | | 35,095 |
Asset retirement obligation [Note 5] | | 215,233 | | 213,529 |
Employee future benefits [Note 11] | | 12,337 | | 12,168 |
Deferred credit | | 657 | | 710 |
Future income tax | | 64,806 | | 86,640 |
| | | | |
Unitholders’ equity | | | | |
Unitholders’ capital [Note 7] | | 3,797,061 | | 3,736,080 |
Equity component of convertible debentures | | 33,101 | | 39,537 |
Contributed surplus [Note 8] | | 6,433 | | - |
Accumulated income | | 246,519 | | 246,865 |
Accumulated distributions | | (1,475,515) | | (1,340,349) |
Accumulated other comprehensive loss | | (146,246) | | (196,759) |
| | 2,461,353 | | 2,485,374 |
| $ | 5,574,528 | $ | 5,451,683 |
Commitments, contingencies and guarantees [Note 14]
Subsequent events [Note 15]
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 (LOSS) AND COMPREHENSIVE INCOME (UNAUDITED)
| Three months ended | Three months ended |
(thousands of Canadian dollars, except per Trust Unit amounts) | | March 31, 2008 | | March 31, 2007 |
Revenue | | | | |
Petroleum, natural gas, and refined product sales | $ | 1,439,752 | $ | 1,075,161 |
Royalty expense | | (62,400) | | (49,649) |
| | 1,377,352 | | 1,025,512 |
| | | | |
Expenses | | | | |
Purchased products for processing and resale | | 959,992 | | 632,296 |
Operating | | 141,345 | | 121,657 |
Transportation and marketing | | 11,622 | | 10,155 |
General and administrative [Note 10] | | 12,477 | | 10,404 |
Realized net losses on risk management contracts | | 36,294 | | 297 |
Unrealized net losses on risk management contracts | | 60,858 | | 14,121 |
Interest and other financing charges on short term debt, net | | 201 | | 3,627 |
Interest and other financing charges on long term debt | | 35,103 | | 40,449 |
Depletion, depreciation, amortization and accretion | | 130,925 | | 133,792 |
Foreign exchange loss (gain) | | 10,665 | | (11,260) |
Large corporations tax and other tax | | 50 | | 124 |
Future income tax recovery | | (21,834) | | - |
| | 1,377,698 | | 955,662 |
Net (loss) income for the period | | (346) | | 69,850 |
| | | | |
Cumulative Translation Adjustment | | 50,513 | | (16,140) |
Comprehensive income for the period | $ | 50,167 | $ | 53,710 |
| | | | |
Net income per trust unit, basic [Note 7] | $ | - | $ | 0.55 |
Net income per trust unit, diluted [Note 7] | $ | - | $ | 0.55 |
See accompanying notes to these consolidated financial statements.
2
CONSOLIDATED STATEMENTS OF UNITHOLDERS’ EQUITY (UNAUDITED)
| | Equity | | | | Accumulated |
| | Component of | | | | Other |
| Unitholders’ | Convertible | Contributed | Accumulated | Accumulated | Comprehensive |
(thousands of Canadian dollars) | Capital | Debentures | Surplus | Income | Distributions | (Loss) Income |
At December 31, 2006 | $ | 3,046,876 | $ | 36,070 | $ | - | $ | 271,155 | $ | (730,069) | $ | 46,873 |
Adjustment arising from change in accounting policies | | (49) | | - | | - | | 1,386 | | - | | - |
Issued for cash | | | | | | | | | | | | |
February 1, 2007 | | 143,834 | | - | | - | | - | | - | | - |
Equity component of convertible debenture issuances | | | | | | | | | | | | |
7.25% Debentures Due 2014 | | - | | 13,100 | | - | | - | | - | | - |
Convertible debenture conversions | | | | | | | | | | | | |
9% Debentures Due 2009 | | 101 | | - | | - | | - | | - | | - |
8% Debentures Due 2009 | | 173 | | (2) | | - | | - | | - | | - |
6.40% Debentures Due 2012 | | 52 | | (4) | | - | | - | | - | | - |
Exercise of unit appreciation rights and other | | 184 | | - | | - | | - | | - | | - |
Issue costs | | (7,841) | | - | | - | | - | | - | | - |
Foreign currency translation adjustment | | - | | - | | - | | - | | - | | (16,140) |
Net income | | - | | - | | - | | 69,850 | | - | | - |
Distributions and distribution reinvestment plan | | 43,797 | | - | | - | | - | | (145,270) | | - |
At March 31, 2007 | $ | 3,227,127 | $ | 49,164 | $ | - | $ | 342,391 | $ | (875,339) | $ | 30,733 |
| | | | | | | | | | | | |
At December 31, 2007 | $ | 3,736,080 | $ | 39,537 | $ | - | $ | 246,865 | $ | (1,340,349) | $ | (196,759) |
Convertible debenture conversions | | | | | | | | | | | | |
9% Debentures Due 2009 | | 7 | | - | | - | | - | | - | | - |
8% Debentures Due 2009 | | 31 | | - | | - | | - | | - | | - |
10.5% Debentures Due 2008 | | 13 | | (3) | | - | | - | | - | | - |
Redemption of convertible debentures | | | | | | | | | | | | |
10.5% Debentures Due 2008 [Note 8] | | 24,249 | | (6,433) | | 6,433 | | - | | - | | - |
Exercise of unit appreciation rights and other | | 805 | | - | | - | | - | | - | | - |
Issue costs | | (14) | | - | | - | | - | | - | | - |
Foreign currency translation adjustment | | - | | - | | - | | - | | - | | 50,513 |
Net income | | - | | - | | - | | (346) | | - | | - |
Distributions and distribution reinvestment plan | | 35,890 | | - | | - | | - | | (135,166) | | - |
At March 31, 2008 | $ | 3,797,061 | $ | 33,101 | $ | 6,433 | $ | 246,519 | $ | (1,475,515) | $ | (146,246) |
See accompanying notes to these consolidated financial statements.
3
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Three months ended | | Three months ended |
(thousands of Canadian dollars) | | March 31, 2008 | | March 31, 2007 |
| | | | |
Cash provided by (used in) | | | | |
Operating Activities | | | | |
Net (loss) income for the period | $ | (346) | $ | 69,850 |
Items not requiring cash | | | | |
Depletion, depreciation, amortization and accretion | | 130,925 | | 133,792 |
Unrealized foreign exchange loss (gain) | | 9,866 | | (10,736) |
Non-cash interest expense | | 1,836 | | 1,892 |
Amortization of deferred finance charges | | 675 | | 2,481 |
Unrealized loss on risk management contracts [Note 12] | | 60,858 | | 14,121 |
Future income tax recovery | | (21,834) | | - |
Unit based compensation expense | | 3,234 | | 2,430 |
Amortization of office lease premiums and deferred rent expense | | 3 | | 3 |
Employee benefit obligation | | 169 | | 108 |
Settlement of asset retirement obligations [Note 5] | | (2,253) | | (2,120) |
Change in non-cash working capital | | (55,014) | | (100,773) |
| | 128,119 | | 111,048 |
| | | | |
Financing Activities | | | | |
Issue of Trust Units, net of issue costs | | (14) | | 136,016 |
Issue of convertible debentures, net of issue costs | | - | | 220,489 |
Bank borrowings (repayments), net | | 50,922 | | (225,371) |
Financing costs | | - | | (273) |
Cash distributions | | (98,423) | | (98,442) |
Change in non-cash working capital | | 67 | | 6,202 |
| | (47,448) | | 38,621 |
| | | | |
Investing Activities | | | | |
Additions to property, plant and equipment | | (85,598) | | (153,370) |
Business acquisitions | | - | | (30,264) |
Property acquisitions (dispositions), net | | (185) | | (689) |
Change in non-cash working capital | | 5,646 | | 24,003 |
| | (80,137) | | (160,320) |
| | | | |
Change in cash and cash equivalents | | 534 | | (10,651) |
| | | | |
Effect of exchange rate changes on cash | | (534) | | 645 |
| | | | |
Cash and cash equivalents, beginning of period | | - | | 10,006 |
| | | | |
Cash and cash equivalents, end of period | $ | - | $ | - |
| | | | |
Interest paid | $ | 24,041 | $ | 15,843 |
Large corporation tax and other tax paid | $ | 50 | $ | 124 |
See accompanying notes to these consolidated financial statements.
4
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Period ended March 31, 2008
(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. 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, 2007 which 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.
Change in Accounting Policy
Effective January 1, 2008, Harvest adopted the following new Canadian Institute of Chartered Accountants (“CICA”) accounting standards:
“Financial Instruments – Disclosure”, section 3862 and “Financial Instruments – Presentation”, section 3863. These new standards 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.
“Capital Disclosures”, section 1535 requires the disclosure of information about 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 noncompliance.
“Inventories”, section 3031, which replaces the existing inventories standard. This new standard provides additional guidance with respect to the measurement and disclosure requirements for inventories, requiring inventories to be valued at the lower of cost and net realizable value. The adoption of this section did not have any impact on our financial statements.
3.
Property, Plant and Equipment
| March 31, 2008 | December 31, 2007 |
| Upstream | Downstream | Total | Upstream | Downstream | Total |
Cost | $ | 4,327,478 | $ | 1,211,860 | $ | 5,539,338 | $ | 4,247,819 | $ | 1,164,310 | $ | 5,412,129 |
Accumulated depletion and depreciation | | (1,252,173) | | (90,206) | | (1,342,379) | | (1,142,345) | | (72,277) | | (1,214,622) |
Net book value | $ | 3,075,305 | $ | 1,121,654 | $ | 4,196,959 | $ | 3,105,474 | $ | 1,092,033 | $ | 4,197,507 |
General and administrative costs of $3.2 million (2007 – $2.7 million) have been capitalized during the three month period ended March 31, 2008, of which $0.7 million (2007 - $0.5 million) relate to the Trust Unit Incentive Plan and the Unit award incentive plan.
4.
Intangible Assets
| March 31, 2008 | December 31, 2007 |
| | Accumulated | Net book | | Accumulated | Net book |
| Cost | Amortization | value | Cost | Amortization | value |
Engineering drawings | $ | 91,358 | $ | 6,662 | $ | 84,696 | $ | 88,227 | $ | 5,330 | $ | 82,897 |
Marketing contracts | | 6,354 | | 1,399 | | 4,955 | | 6,136 | | 1,099 | | 5,037 |
Customer lists | | 3,847 | | 561 | | 3,286 | | 3,714 | | 449 | | 3,265 |
Fair value of office lease | | 931 | | 484 | | 447 | | 931 | | 428 | | 503 |
Financing costs | | 12,113 | | 9,414 | | 2,699 | | 12,113 | | 8,740 | | 3,373 |
Total | $ | 114,603 | $ | 18,520 | $ | 96,083 | $ | 111,121 | $ | 16,046 | $ | 95,075 |
5
5.
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 $1,001 million which will be incurred between 2008 and 2057. The majority of the costs will be incurred between 2015 and 2040. A credit-adjusted risk-free discount rate of 8% - 10% and inflation rate of approximately 2% were used to calculate the fair value of the asset retirement obligations.
A reconciliation of the asset retirement obligations is provided below:
| Three Months ended | Year Ended |
| March 31, 2008 | December 31, 2007 |
Balance, beginning of period | $ | 213,529 | $ | 202,480 |
Incurred on acquisition of a private corporation | | - | | 1,629 |
Incurred on acquisition of Grand | | - | | 4,416 |
Liabilities incurred | | 590 | | 9,553 |
Revision of estimates | | (1,230) | | (6,088) |
Liabilities settled through disposition | | - | | (3,708) |
Liabilities settled | | (2,253) | | (13,090) |
Accretion expense | | 4,597 | | 18,337 |
Balance, end of period | $ | 215,233 | $ | 213,529 |
Harvest has undiscounted asset retirement obligations of approximately $14.7 million relating to the refining and marketing assets. The fair value of this obligation cannot be reasonably determined because the assets currently have an indeterminate life.
6.
Convertible Debentures
At March 31, 2008, Harvest had six 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, 2007. The following table summarizes the face value, carrying amount and fair value of the convertible debentures:
| March 31, 2008 | December 31, 2007 |
| | Carrying | | | Carrying |
| Face Value | Amount(1) | Fair Value | Face Value | Amount(1) |
9%Debentures Due2009 | $ | 969 | $ | 957 | $ | 1,667 | $ | 976 | $ | 962 |
8% Debentures Due 2009 | | 1,697 | | 1,666 | | 2,461 | | 1,728 | | 1,692 |
6.5% Debentures Due 2010 | | 37,062 | | 34,830 | | 36,877 | | 37,062 | | 34,653 |
10.5% Debentures Due 2008 | | - | | - | | - | | 24,258 | | 24,273 |
6.40% Debentures Due 2012 | | 174,626 | | 168,598 | | 160,638 | | 174,626 | | 168,325 |
7.25% Debentures Due 2013 | | 379,256 | | 355,960 | | 354,604 | | 379,256 | | 355,145 |
7.25% Debentures Due 2014 | | 73,222 | | 66,918 | | 71,025 | | 73,222 | | 66,718 |
| $ | 666,832 | $ | 628,929 | $ | 627,272 | $ | 691,128 | $ | 651,768 |
(1)Excluding the equity component. | | | | | | | | | | |
On January 31, 2008, the 10.5% debenture matured and Harvest elected to settle the obligation by issuing 1,166,593 Trust Units rather than settling the obligation in cash.
7.
Unitholders’ Capital
(a)
Authorized
The authorized capital consists of an unlimited number of Trust Units.
(b)
Number of Units Issued
6
| Three month period ended March 31, |
| 2008 | 2007 |
Outstanding, beginning of period | | 148,291,170 | | 122,096,172 |
Issued for cash | | | | 6,146,750 |
February 1, 2007 | | | | |
Convertible debenture conversions | | | | |
9% Debentures Due 2009 | | 505 | | 7,508 |
8% Debentures Due 2009 | | 1,928 | | 11,137 |
10.5% Debentures Due 2008 | | 344 | | - |
6.40% Debentures Due 2012 | | - | | 1,086 |
Redemption of convertible debentures | | | | |
10.5% Debentures Due 2008 | | 1,166,593 | | - |
Distribution reinvestment plan issuance | | 1,637,601 | | 1,802,681 |
Exercise of unit appreciation rights and other | | 37,583 | | 6,959 |
Outstanding, end of period | | 151,135,724 | | 130,072,293 |
(c)
Per Trust Unit Information
The following tables summarize the net income and Trust Units used in calculating income per Trust Unit:
Net income adjustments | | March 31, 2008 | | March 31, 2007 |
Net (loss) income, basic | $ | (346) | $ | 69,850 |
Interest on convertible debentures and other | | - | | 77 |
Net income, diluted(1) | $ | (346) | | 69,927 |
Weighted average Trust Units adjustments | | March 31, 2008 | | March 31, 2007 |
Number of Units | | | | |
Weighted average Trust Units outstanding, basic | | 149,899,484 | | 126,987,698 |
Effect of convertible debentures and other | | - | | 220,870 |
Effect of Employee Unit Incentive Plans | | - | | 253,032 |
Weighted average Trust Units outstanding, diluted(2) | | 149,899,484 | | 127,461,600 |
(1) | Net income, diluted excludes the impact of the conversions of certain of the convertible debentures of $13,264,000 for the three month period ended March 31, 2008 (three month period ended March 31, 2007 - $15,017,000), as the impact would be anti-dilutive. |
(2) | Weighted average Trust Units outstanding, diluted for the three month period ended March 31, 2008 does not include the unit impact of 20,031,150 for certain of the convertible debentures (three month period ended March 31, 2007 – 23,258,373) and 121,294 (three month period ended March 31, 2007 – nil) for the Employee Unit Incentive Plans, as the impact would be anti-dilutive. |
8.
Contributed Surplus
Contributed surplus of $6.4 million has been recorded during the three month period ended March 31, 2008 due to the maturity of the 10.5% Debentures Due 2008 and the resulting expiration of the conversion option which was previously recorded in equity component of convertible debentures.
9.
Capital Structure
Harvest’s primary objective in its management of capital resources is to ensure sufficient financial flexibility to access capital to fund its financial obligations as well as to fund future growth. Harvest considers its capital structure to comprise its credit facilities, 77/8% Senior Notes, convertible debentures and unitholders’ equity.
Harvest monitors its capital structure using the following non-GAAP financial ratios: bank debt to Twelve Month Trailing Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), secured debt to net present value of our proved petroleum and natural gas reverses discounted at 10% and total debt to total debt plus unitholders’ equity. Total debt includes borrowings under credit facilities plus our 77/8% Senior Notes and principal amount of convertible debentures and Unitholders’ equity is adjusted to remove the equity component of convertible debentures.
Harvest’s capital management strategy with regards to our bank debt is to maintain a bank debt to EBITDA ratio between 1.0 and 2.5 times. This ratio is calculated as follows:
| | March 31, 2008 | | December 31, 2007 |
Cash provided by operating activities | $ | 658,384 | $ | 641,313 |
Settlement of asset retirement obligations | | 13,223 | | 13,090 |
Change in non-cash working capital | | (28,375) | | 17,384 |
Interest paid | | 138,830 | | 145,740 |
Large Corporations Tax and other taxes paid | | (1,048) | | (974) |
Total EBITDA | $ | 781,014 | $ | 816,553 |
Bank debt | $ | 1,330,423 | $ | 1,279,501 |
Bank debt to EBITDA | | 1.70 | | 1.57 |
7
With respect to its senior debt, Harvest’s strategy is to target a ratio of secured debt to 65% of the net present value of its proved petroleum and natural gas reserves discounted at 10% (as determined on an annual basis) of less than 0.9 times. This is calculated as follows:
| March 31, 2008 | December 31, 2007 |
Secured debt (borrowings under Credit Facilities) | $ 1,330,423 | $ 1,279,501 |
| | |
Proved petroleum and natural gas reserves (January 1, 2008 Net Present Value discounted at 10%) | $ 2,865,200 | $ 2,865,200 |
65% of Proved petroleum and natural gas reserves | $ 1,862,380 | $ 1,862,380 |
Secured debt to 65% of proved petroleum and natural gas reserves | 0.71 | 0.69 |
| | |
Harvest targets its total debt to total debt plus unitholders’ equity to be a ratio between 0.25 and 0.55 times calculated as |
follows: | | |
| | |
| March 31, 2008 | December 31, 2007 |
Bank debt | $ 1,330,423 | $ 1,279,501 |
77/8% Senior Notes | 250,099 | 241,148 |
Principal amount of convertible debentures | 666,832 | 691,128 |
Total Debt | 2,247,354 | 2,211,777 |
Unitholders’ equity (less equity component of convertible debentures ) | 2,428,252 | 2,445,837 |
Total debt plus unitholders’ equity | $ 4,675,606 | $ 4,657,614 |
Total debt to total debt plus unitholders’ equity | 0.48 | 0.47 |
Harvest’s capital structure is limited by a covenant in its Convertible Debenture Indenture which currently restricts the issuance of additional convertible debentures to approximately $200 million. In addition, although Harvest’s Trust Unit Indenture provides for the issuance of an unlimited number of Trust Units, the “normal growth guidelines” contained in Bill C-52 issued by the Government of Canada limits the future issuance of convertible debentures and Trust Units at March 31, 2008 to approximately $550 million in each of 2008, 2009 and 2010 with any unused normal growth available for use prior to 2011. Harvest is also entitled to issue approximately $590 million to replace debt held by the Trust on October 31, 2006.
Harvest monitors its capital structure and makes adjustments according to market conditions to remain flexible while meeting its objectives as outlined above. Accordingly, Harvest may adjust its capital spending programs, adjust the amount of distributions paid to Unitholders, issue new Trust Units, convertible debentures or senior notes or repay existing debt. Harvest’s capital management targets have remained unchanged during the three month period ended March 31, 2008.
10.
Employee Unit Incentive Plans
Trust Unit Rights Incentive Plan
As at March 31, 2008, a total of 5,306,980 (3,823,683 – December 31, 2007) Unit Appreciation Rights were outstanding under the Trust Unit Rights Incentive Plan at an average exercise price of $24.36 ($25.74 – December 31, 2007).
The following summarizes the Trust Units reserved for issuance under the Trust Unit Incentive Plan:
| Three months ended March 31, 2008 | Year ended December 31, 2007 |
| Unit | Weighted | Unit | Weighted |
| Appreciation | Average Exercise | Appreciation | Average Exercise |
| Rights | | Price | Rights | | Price |
Outstanding beginning of period | 3,823,683 | $ | 30.74 | 3,788,125 | $ | 30.81 |
Granted | 1,679,722 | | 23.61 | 576,383 | | 29.03 |
Exercised | (36,875) | | 25.47 | (92,775) | | 21.88 |
Forfeited | (159,550) | | 29.97 | (448,050) | | 31.10 |
Outstanding before exercise price reductions | 5,306,980 | | 28.54 | 3,823,683 | | 30.74 |
Exercise price reductions | - | | (4.18) | - | | (5.00) |
Outstanding, end of period | 5,306,980 | | 24.36 | 3,823,683 | $ | 25.74 |
Exercisable before exercise price reductions | 509,650 | $ | 25.33 | 138,350 | $ | 22.72 |
Exercise price reductions | - | | (6.45) | - | | (9.38) |
Exercisable, end of period | 509,650 | $ | 18.88 | 138,350 | $ | 13.34 |
8
The following table summarizes information about Unit appreciation rights outstanding at March 31, 2008.
| | Outstanding | Exercisable |
| | | Weighted | | | Weighted |
| | | Average | | | Average |
Exercise Price | Exercise Price | | Exercise Price | Remaining | | Exercise Price |
before price | net of price | At March 31, | net of price | Contractual | At March 31, | net of price |
reductions | reductions | 2008 | reductions(1) | Life (1) | 2008 | reductions(1) |
$13.15-$14.99 | $1.38-$4.31 | 22,750 | $ | 3.52 | 1.1 | 22,750 | $ | 3.52 |
$18.90-$25.30 | $8.30-$25.06 | 1,828,847 | | 22.44 | 4.7 | 116,700 | | 14.75 |
$26.09-$28.41 | $21.10-$26.53 | 1,579,150 | | 21.40 | 3.8 | 362,600 | | 21.14 |
$28.59-$37.56 | $20.18-$31.87 | 1,876,233 | | 28.99 | 3.2 | 7,600 | | 20.26 |
$13.15-$37.56 | $1.38-$31.87 | 5,306,980 | $ | 24.36 | 3.9 | 509,650 | $ | 18.88 |
(1) Based on weighted average Unit appreciation rights outstanding. |
Unit Award Incentive Plan(“Unit Award Plan”)
At March 31, 2008, 391,683 Units were outstanding under the Unit Award Incentive Plan.
The following table summarizes the Trust Units reserved for issuance under the Unit Award Incentive Plan.
Number | March 31, 2008 | December 31, 2007 |
Outstanding, beginning of period | 348,248 | 306,699 |
Granted | 91,751 | 56,132 |
Adjusted for distributions | 12,685 | 48,280 |
Exercised | (54,746) | (37,072) |
Forfeitures | (6,255) | (25,791) |
Outstanding, end of period | 391,683 | 348,248 |
Exercisable, end of period | 179,737 | 168,401 |
Harvest has recognized compensation expense of $3.6 million for the three month period ended March 31, 2008 ($2.9 million - three month period ended March 31, 2007), including non cash compensation expense of $3.1 million for the three month period ended March 31, 2008 ($2.4 million - three month period ended March 31, 2007), related to the Trust Unit Incentive Plan and the Unit Award Plan and this is reflected in general and administrative expense in the consolidated statements of income.
11.
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 for the three month period ended March 31, 2008 (three month period ended March 31, 2007 - $0.2 million)
Defined Benefit Plans
Estimated pension and other benefit payments to plan participants, which reflect expected future service, expected to be paid from 2008 to 2017 are summarized in the commitment table [see Note 14].
The table below shows the components of the net benefit plan expense:
| Three month period ended March 31, 2008 | Three month period ended March 31, 2007 |
| Pension Plans | Other Benefit Plans | Pension Plans | Other Benefit Plans |
Current service cost | $ | 839 | $ | 92 | $ | 761 | $ | 92 |
Interest costs | | 667 | | 87 | | 593 | | 79 |
Expected return on assets | | (698) | | - | | (666) | | - |
Amortization of net actuarial losses | | - | | - | | - | | - |
Net benefit plan expense | $ | 808 | $ | 179 | $ | 688 | $ | 171 |
12.
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 the 77/8% Senior Notes. The carrying value and fair value of these financial instruments at March 31, 2008 is disclosed below by financial instrument category, as well as any related gains or losses and interest income or expense for the three month period ended March 31, 2008:
9
| | | | | | | | Interest | | Other |
| | Carrying | | | | Gains/ | | Income/ | | Income/ |
| | Value | | Fair Value | | (Losses) | | (Expense) | | (Expense) |
Loans and Receivables | | | | | | | | | | |
Accounts receivable | $ | 311,029 | $ | 311,029 | $ | - | $ | 43 (2) | $ | - |
Liabilities Held for Trading | | | | | | | | | | |
Net fair value of risk management contracts | | 210,532 | | 210,532 | | (97,152) (3) | | - | | - |
Other Liabilities | | | | | | | | | | |
Accounts payable | | 335,172 | | 335,172 | | - | | - | | - |
Cash distribution payable | | 45,340 | | 45,340 | | - | | - | | - |
Bank loan | | 1,330,423 | | 1,330,423 | | - | | (16,060) (4) | | (675) (4) |
77/8% Senior Notes | | 250,099 (1) | | 236,376 | | - | | (5,306) (5) | | - |
Convertible debentures | $ | 628,929 | $ | 627,272 | $ | - | $ | (13,263) (5) | $ | - |
(1) The face value of the 77/8% Senior Notes at March 31, 2008 is $256.6 million (U.S. $250 million). |
(2) Included in petroleum, natural gas, and refined product sales 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. |
The fair values of the convertible debentures and the 77/8% Senior Notes are based on quoted market prices as at March 31, 2008. 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 as there are no transaction costs associated with our bank debt and the financing costs are included in intangible assets, there is no difference between the carrying value and the fair value. Due to the short term nature of accounts receivable, accounts payable and cash distribution 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
Upstream Accounts Receivable
Accounts receivable in our upstream 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, Harvest requests a guarantee from the parent company that does have a credit rating. If this is not possible, Harvest performs an internal credit review based on the purchaser’s past financial performance. The credit risk associated with joint venture partners is mitigated by reviewing the credit history of partners and requiring some partners to provide cash prior to incurring significant capital costs on their behalf. As well, most agreements have a provision that enables us to use the proceeds from the sale of production that would otherwise be taken in kind by the partner to offset against amounts owing from the partner that are in default. Generally, the only instances of impairment are when a purchaser or partner is facing bankruptcy or extreme financial distress.
Risk Management Contract Counterparties
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 limiting those counterparties to lenders in our syndicated credit facilities; we have no history of impairment with these counterparties.
10
Downstream Accounts Receivable
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 the majority of product sales are made with Vitol under this agreement. 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. This credit risk is also mitigated by the amounts owing to Vitol for feedstock purchases that are offset against amounts receivable from Vitol for product sales with the balance being net settled. Harvest is in a net payable position with Vitol at March 31, 2008 and accordingly the outstanding balance is included in current trade accounts payable in the liability liquidity table below.
Harvest’s policy is to manage its credit risk by dealing with only financially sound customers, based on an evaluation of the customer’s financial condition. At March 31, 2008, Harvest had an accounts receivable balance with one customer of approximately $21 million resulting from the sale of refined product, representing approximately 20% of total downstream accounts receivable. This customer is an integrated multinational oil and gas company and the credit risk associated with this balance is low.
Our maximum exposure to credit risk relating to the above classes of financial assets at March 31, 2008 is the carrying value of accounts receivable. The table below provides an analysis of our current financial assets and the age of our past due but not impaired financial assets by type of credit risk.
Current AR | Overdue AR | | |
| | | | | > 30 days, | > 60 days, | | |
| | | < 30 days | < 60 days | < 90 days | > 90 days |
Upstream Accounts | | | | | | | | | | |
Receivable | $ | 158,564 | $ | 4,231 | $ | 957 | $ | 2,361 | $ | 29,805 |
Risk Management | | | | | | | | | | |
Contract Counterparties | | 1,632 | | - | | - | | - | | - |
Downstream Accounts | | | | | | | | | | |
Receivable | | 89,886 | | 18,344 | | 1,059 | | 548 | | 3,642 |
Total | $ | 250,082 | $ | 22,575 | $ | 2,016 | $ | 2,909 | $ | 33,447 |
(ii.)
Liquidity Risk
Harvest is exposed to liquidity risk due to our borrowings under our credit facilities and 77/8% Senior Notes with repayment requirements. This risk is mitigated by managing the maturity dates on our obligations, complying with covenants and managing our cash flow by entering into price risk management contracts. Additionally, when we enter into price risk management contracts we select counterparties that are also lenders in our syndicated credit facility, using the security provided in our credit agreement to extend to our risk management contracts eliminating the requirement for margin calls and the pledging of collateral.
The following table provides an analysis of our financial liability maturities based on the remaining terms of our liabilities as at March 31, 2008 and includes the related interest charges:
| | | | >1 year | | >4 years | | | | |
| | <1 year | | <3 years | | <5 years | | >5 years | | Total |
Trade accounts payable | $ | 335,172 | $ | - | $ | - | $ | - | $ | 335,172 |
Distributions payable | | 45,340 | | - | | - | | - | | 45,340 |
Settlements of risk management contracts(1) | | 186,081 | | 24,275 | | - | | - | | 210,356 |
Bank loan and interest | | 43,384 | | 1,407,147 | | - | | - | | 1,450,531 |
Convertible debentures interest(2) | | 35,023 | | 92,910 | | 86,063 | | 26,643 | | 240,639 |
Senior notes and interest | | 15,185 | | 40,418 | | 272,516 | | - | | 328,119 |
Pension contributions | | 857 | | 3,631 | | 5,301 | | 21,285 | | 31,074 |
Asset retirement obligations | | 22,364 | | 17,350 | | 27,437 | | 933,489 | | 1,000,640 |
Total | | $ 683,406 | | $1,585,731 | | $ 391,317 | | $ 981,417 | | $3,641,871 |
(1) This value is determined using the relevant forward prices as of March 31, 2008. Additionally, only those contracts that are currently in a deficiency position are presented herein and the offsetting effect of contracts that are in an asset position is not reflected. |
(2) Convertible debentures are typically converted into Trust Units prior to maturity or are redeemed for Trust Units at maturity by Harvest; therefore, only the interest portion is represented in the table above. |
11
(iii.)
Market Risks and Sensitivity Analysis
Harvest is exposed to three types of market risks: interest rate risk, foreign currency exchange rate risk and commodity price risk. How these risks arise, how they are managed and how Harvest’s net income and other comprehensive income could be affected by changes in the underlying risk variables are presented below.
We have performed sensitivity analysis on the three types of risks identified, assuming that the volatility of the risks over the next quarter will be similar to that experienced in the past year. Harvest has determined that a reasonably possible price or rate variance over the next reporting period for a given risk variable can be estimated by calculating two standard deviations for each three month period in the last year for the relevant daily price/rate settings and using an average of the standard deviation as a reasonable estimate of the expected variance. This variance is then applied to the relevant period end rate or price to determine a reasonable percentage increase and decrease in the risk variable which can then be applied to the outstanding risk exposure at period end. Using 12 months of data, we factor in the seasonality of our business and the price volatility therein. At this time, we have not adjusted the data for any unusual or extreme situations but should one arise, the data would be adjusted accordingly.
Interest rate risk
Harvest is exposed to interest rate risk on its bank borrowings as interest rates are determined in relation to floating market rates plus an incremental charge based on secured debt to EBITDA. Harvest’s convertible debentures and 77/8% Senior Notes have fixed interest rates and therefore do not have any additional interest rate risk. Harvest manages its interest rate risk by targeting appropriate levels of debt relative to its expected cash flow from operations.
At March 31, 2008, if interest rates had decreased by 10% with all other variables held constant, after-tax net income for the period would have been $2.9 million higher, as a result of lower interest expense on variable rate borrowings. If interest rates had increased by 10%, with all other variables held constant, the after-tax net income would have been $0.7 million higher. This unexpected increase in net income despite an increase in the period end interest rate results from the decrease in the Prime lending rate that occurred late in the first three months of 2008, resulting in a forward interest rate that is less than Harvest’s effective interest rate throughout the period.
Foreign currency exchange rate risk
Harvest is exposed to the risk of changes in the U.S. dollar exchange rate on its U.S. dollar denominated revenues as well as Canadian dollar revenues that are based on a U.S. dollar commodity price. In addition, Harvest’s 77/8% Senior Notes are denominated in U.S. dollars (U.S.$250 million) and interest on these notes is payable semiannually in U.S. dollars and accordingly the principal and any interest payable at the balance sheet date are also subject to currency exchange rate risk. Harvest is also exposed to currency exchange rate risk on its net investment in a self sustaining subsidiary that uses a U.S. dollar functional currency. 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.
At March 31, 2008, if the U.S. dollar strengthened or weakened by 5% relative to the Canadian dollar, the impact on net income and other comprehensive income due to the translation of monetary financial instruments would be as follows:
| Impact on |
| | Net Income | Other Comprehensive Income |
U.S. Dollar Exchange Rate - 5% increase | $ | (12,959) | $ | (7,813) |
U.S. Dollar Exchange Rate - 5% decrease | $ | 12,959 | $ | 7,813 |
|
As mentioned above, Harvest’s wholly owned subsidiary North Atlantic Refining LP operates with a U.S. dollar functional currency which gives rise to currency exchange rate risk on North Atlantic’s Canadian dollar denominated monetary assets and liabilities, such as Canadian dollar bank accounts and accounts receivable and payable, as follows: |
|
| Impact on |
| | Net Income | Other Comprehensive Income |
Canadian Dollar Exchange Rate - 5% increase | $ | (5,402) | $ | - |
Canadian Dollar Exchange Rate - 5% decrease | $ | 5,402 | $ | - |
12
Commodity Price Risk
Harvest uses price risk management contracts to manage a portion of its crude oil, natural gas and refined product sales price exposure and power costs. As many of these contracts are denominated in U.S. dollars, we also enter into fixed rate currency exchange contracts. 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 an expected future price of the underlying asset. Variances in expected future prices expose us to commodity price risk as changes will result in a gain or loss that we will realize on settlement of these contracts. This risk is mitigated by continuously monitoring the effectiveness of these contracts.
If the following changes in expected forward prices were applied to the fair value of risk management contracts in place at March 31, 2008, net income would be impacted as follows:
| | Impact on NI |
Contract | % Change | Due to % increase | Due to % decrease |
Heating Oil NYMEX | 10% | $ | (66,865) | $ | 66,865 |
Heating Oil NYMEX - Crack | 15% | | (5,386) | | 5,386 |
RBOB Gasoline NYMEX – Crack | 50% | | (2,754) | | 2,754 |
#6 (1%) HFO Platts | 10% | | (28,120) | | 28,120 |
#6 (1%) HFO Platts – Crack | 20% | | 2,823 | | (2,823) |
West Texas Intermediate | 10% | | (13,724) | | 13,724 |
Alberta Power Pool | 40% | | 7,956 | | (7,956) |
Currency Forwards | 5% | | (3,607) | | 3,283 |
Total | | $ | (109,677) | $ | 109,353 |
(b)
Fair Values
At March 31, 2008, the net fair value deficiency reflected on the balance sheet for all the risk management contracts outstanding at that date was approximately $210.5 million ($16.0 million – March 31, 2007), which was included in the balance sheet as follows: fair value of risk management contracts (current assets) $19.6 million, fair value deficiency of risk management contracts (current liabilities) $165.2 million and fair value deficiency of risk management contracts $65.0 million.
The following is a summary of Harvest’s risk management contracts outstanding, along with their fair value at March 31, 2008:
Quantity | Type of Contract | Term | Average Price | Fair value |
| | | | | |
Crude Oil Price Risk Management | | | | |
10,000 bbl/d | WTI Participating swap | Apr. 08 – Jun. 08 | US$60.00(b) | | (13,629) |
6,000 bbl/d | WTI 3-way contract | Jul. 08 – Dec. 08 | US$62.00 - $87.53 ($72.00)(c) | | (15,862) |
| | | | $ | (29,491) |
| | | | | |
| | | | | |
Refined Product Price Risk Management |
10,000 bbl/d | NYMEX heating oil 3-way contract | Apr. 08 – Dec. 08 | US$60.90 - $93.31 ($81.06)(e)(k) | $ | (78,907) |
6,000 bbl/d | Platt’s fuel oil 3-way contract | Apr. 08 – Dec. 08 | US$43.00 - $63.21 ($51.67)(f) | | (19,579) |
2,000 bbl/d | NYMEX heating oil collar | Apr. 08 – Dec. 08 | US$79.80 - $91.35(g) (k) | | (16,779) |
2,000 bbl/d | Platt’s fuel oil collar | Apr. 08 – Dec. 08 | US$51.00 - $58.68(h) | | (8,869) |
12,000 bbl/d | NYMEX heating oil 3-way contract | Jan. 09 – Jun. 09 | US$72.59 - $98.73 ($86.52)(i) (k) | | (47,398) |
8,000 bbl/d | Platt’s fuel oil 3-way contract | Jan. 09 – Jun. 09 | US$49.75 - $65.89 ($57.38)(j) | | (17,622) |
| | | | $ | (189,154) |
| | | | | |
Natural Gas Price Risk Management |
276 GJ/d | Fixed price – natural gas contract | Apr. 08 – Dec. 08 | Cdn$4.16(d) | $ | (330) |
|
Electricity Price Risk Management |
35 MWh | Electricity price swap contracts | Apr. 08 – Dec. 08 | Cdn $56.69 | $ | 6,795 |
|
Refined Product Crack Spread Risk Management |
2,000 bbl/d | Platt’s fuel oil crack swap | Apr. 08 – Dec. 08 | US($16.50) | $ | 4,944 |
6,000 bbl/d | NYMEX heating oil crack swap | Apr. 08 – Dec. 08 | US$14.63 | | (11,204) |
6,000 bbl/d | NYMEX RBOB crack swap | Jul. 08 – Dec. 08 | US$10.00 | | 5,262 |
| | | | $ | (998) |
| | | | | |
Foreign Currency Exchange Rate Risk Management |
$8,333,333/month | U.S./Cdn dollar exchange rate swap | Apr. 08 – Jun. 08 | 1.1099 Cdn/US | | 2,311 |
$10,000,000/month | U.S./Cdn dollar collar | Apr. 08 – Dec. 08 | 1.000 Cdn/US- 1.055 Cdn/US(a) | | 335 |
| | | | $ | 2,646 |
Total net fair value deficiency of risk management contracts | $ | (210,532) |
13
| | (a) | If the market price is below $1.000, price received is $1.000; if the market price is between $1.000 and the ceiling of $1.055, the price received is market price; if the market price is over the ceiling of $1.055, price received is the stated ceiling 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) | If the market price is below $62.00, price received is market price plus $10.00; if the market price is between $62.00 and $72.00, the price received is $72.00; if the market price is between $72.00 and the ceiling of $87.53, the price received is market price; if the market price is over the ceiling of $87.53, price received is $87.53. |
| | (d) | This contract contains an annual escalation factor such that the fixed price is adjusted each year. |
| | (e) | If the market price is below $60.90, price received is market price plus $20.16; if the market price is between $60.90 and $81.06, the price received is $81.06; if the market price is between $81.06 and the ceiling of $93.31, the price received is market price; if the market price is over the ceiling of $93.31, price received is $93.31. |
| | (f) | 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 ceiling of $63.21, the price received is market price; if the market price is over the ceiling of $63.21, price received is $63.21. |
| | (g) | If the market price is below $79.80, price received is $79.80; if the market price is between $79.80 and $91.35, the price received is market price;if the market price is over the ceiling of $91.35, price received is $91.35. |
| | (h) | If the market price is below $51.00, price received is $51.00; if the market price is between $51.00 and the ceiling of $58.68, the price received is market price; if the market price is over the ceiling of $58.68, price received is $58.68. |
| | (i) | If the market price is below the floor price of $72.59, price received is market price plus $13.93; if the market price is between the floor price of $72.59 and $86.52, the price received is $86.52; if the market price is between $86.52 and the ceiling of $98.73, the price received is market price; if the market price is over the ceiling of $98.73, price received is $98.73. |
| | (j) | If the market price is below the floor of $49.75, price received is market price plus $7.63; if the market price is between the floor price of $49.75 and $57.38, the price received is $57.38; if the market price is between $57.38 and the ceiling of $65.89, the price received is market price; if the market price is over the ceiling of $65.89, price received is $65.89. |
| | (k) | Heating oil contracts are contracted in U.S. dollars per U.S. gallon and are presented in this table in U.S. dollars per barrel for comparative purposes (1 barrel equals 42 U.S. gallons). |
For the three month period ended March 31, 2008, the total unrealized loss on risk management contracts recognized in the consolidated statement of income and comprehensive income was $60.9 million (three month period ended March 31, 2007 - $14.1 million), 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.
14
13.
Segment Information
Harvest operates in Canada and has two reportable operating segments, Upstream and Downstream. Harvest’s upstream operations consist of development, production and subsequent sale of petroleum, natural gas and natural gas liquids, while its downstream operations include the purchase of crude oil, the refining of crude oil, the sale of the refined products including a network of retail operations and the supply of refined products to commercial and wholesale customers.
| Downstream(1) | Upstream(1) | Total |
| Three months ended March 31, | Three months ended March 31, | Three months ended March 31, |
| 2008 | 2007 | 2008 | 2007 | 2008 | 2007 |
Results of Continuing Operations | | | | | | | | | | | | |
Revenue(2) | $ | 1,062,419 | $ | 784,045 | $ | 377,333 | $ | 291,116 | $ | 1,439,752 | $ | 1,075,161 |
Royalties | | - | | - | | (62,400) | | (49,649) | | (62,400) | | (49,649) |
Less: | | | | | | | | | | | | |
Purchased products for resale and processing | | 959,992 | | 632,296 | | - | | - | | 959,992 | | 632,296 |
Operating | | 69,022 | | 49,361 | | 72,323 | | 72,296 | | 141,345 | | 121,657 |
Transportation and marketing | | 8,597 | | 7,343 | | 3,025 | | 2,812 | | 11,622 | | 10,155 |
General and administrative | | 568 | | 300 | | 11,909 | | 10,104 | | 12,477 | | 10,404 |
Depletion, depreciation, amortization and accretion | | 16,500 | | 19,389 | | 114,425 | | 114,403 | | 130,925 | | 133,792 |
| $ | 7,740 | $ | 75,356 | $ | 113,251 | $ | 41,852 | | 120,991 | | 117,208 |
| | | | | | | | | | | | |
Realized net losses on risk management contracts | | | | | | | | | | (36,294) | | (297) |
Unrealized net losses on risk management contracts | | | | | | | | | | (60,858) | | (14,121) |
Interest and other financing charges on short term debt, net | | | | | | | | | | (201) | | (3,627) |
Interest and other financing charges on long term debt | | | | | | | | | | (35,103) | | (40,449) |
Foreign exchange gain (loss) | | | | | | | | | | (10,665) | | 11,260 |
Large corporations tax and other tax | | | | | | | | | | (50) | | (124) |
Future income tax | | | | | | | | | | 21,834 | | - |
Net (loss) income | | | | | | | | | $ | (346) | $ | 69,850 |
| | | | | | | | | | | | |
Total Assets(3) | $ | 1,592,586 | $ | 1,729,069 | $ | 3,962,295 | $ | 4,053,682 | $ | 5,574,528 | $ | 5,800,346 |
| | | | | | | | | | | | |
Capital Expenditures | | | | | | | | | | | | |
Development and other activity | $ | 6,027 | $ | 4,883 | | $ 79,571 | $ | 148,487 | $ | 85,598 | $ | 153,370 |
Business acquisitions | | - | | - | | - | | 30,264 | | - | | 30,264 |
Property acquisitions (dispositions), net | | - | | - | | 185 | | 689 | | 185 | | 689 |
Total expenditures | $ | 6,027 | $ | 4,883 | $ | 79,756 | $ | 179,440 | $ | 85,783 | $ | 184,323 |
| | | | | | | | | | | | |
Property, plant and equipment | | | | | | | | | | | | |
Cost | $ | 1,211,860 | $ | 1,306,618 | $ | 4,327,478 | $ | 3,981,413 | $ | 5,539,338 | $ | 5,288,031 |
Less: Accumulated depletion and depreciation | | (90,206) | | (31,942) | | (1,252,173) | | (816,497) | | (1,342,379) | | (848,439) |
Net book value | $ | 1,121,654 | $ | 1,274,676 | $ | 3,075,305 | $ | 3,164,916 | $ | 4,196,959 | $ | 4,439,592 |
| | | | | | | | | | | | |
Goodwill | | | | | | | | | | | | |
Beginning of period | $ | 175,984 | $ | 209,930 | $ | 676,794 | $ | 656,248 | $ | 852,778 | $ | 866,178 |
Addition (reduction) to goodwill | | 6,249 | | (1,946) | | - | | - | | 6,249 | | (1,946) |
End of period | $ | 182,233 | $ | 207,984 | $ | 676,794 | $ | 656,248 | $ | 859,027 | $ | 864,232 |
(1) | Accounting policies for operating segments are the same as those described in the Significant Accounting Policies |
(2) | Of the total downstream revenue for the three month period ended March 31, 2008, $800.9 million is from one customer (three month period ended March 31, 2007 - $733.6 million). No other single customer within either division represents greater than 10% of Harvest’s total revenue. |
(3) | Total Assets on a consolidated basis as at March 31, 2008 includes $19.6 million (2007 - $17.6 million) relating to the fair value of risk management contracts. |
(4) | There is no intersegment activity. |
14.
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.
15
The following are the significant commitments and contingencies at March 31, 2008:
(a)
North Atlantic has a Supply and Offtake Agreement with Vitol Refining S.A. This agreement provides that the ownership of substantially all crude oil feedstock and refined product inventory at the refinery be retained by Vitol Refining S.A. and that for a minimum period of up to two years Vitol Refining S.A. 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 March 31, 2008, North Atlantic had commitments totaling approximately $798.2 million ($798.5 million – March 31, 2007) in respect of future crude oil feedstock purchases and related transportation from Vitol Refining S.A.
(b)
In January 2008 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 two thirds of this commitment has either already been delivered or is scheduled for delivery and is included in the total feedstock commitment disclosed below. The remaining 2.0 million barrels was scheduled for delivery subsequent to March 31, 2008 and is included in the $377.7 million disclosed in Note 15.
The following is a summary of Harvest’s contractual obligations and commitments as at March 31, 2008:
| Payments Due by Period |
| 2008 | 2009 | 2010 | 2011 | 2012 | Thereafter | Total |
Debt repayments (1) | $ | - | $ | - | $ | 1,330,423 | $ | 256,625 | $ | - | $ | - | $ | 1,587,048 |
Capital commitments(2) | | 35,123 | | 4,450 | | - | | - | | - | | - | | 39,573 |
Operating leases(3) | | 5,564 | | 6,699 | | 5,929 | | 5,403 | | 1,867 | | 248 | | 25,710 |
Pension contributions(4) | | 857 | | 1,583 | | 2,048 | | 2,454 | | 2,847 | | 21,285 | | 31,074 |
Transportation agreements(5) | | 2,197 | | 1,864 | | 1,473 | | 770 | | 500 | | 47 | | 6,851 |
Feedstock commitments(6) | | 798,188 | | - | | - | | - | | - | | 798,188 | | |
Contractual obligations | $ | 841,929 | $ | 14,596 | $ | 1,339,873 | $ | 265,252 | $ | 5,214 | $ | 21,580 | $ | 2,488,444 |
(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, equipment rental contracts and environmental capital projects. |
(3) | Relating to building and automobile leases. |
(4) | Relating to expected contributions for employee benefit plans [see Note 11]. |
(5) | Relating to oil and natural gas pipeline transportation agreements. |
(6) | Relating to crude oil feedstock purchases and related transportation costs [see Note 14 (a) above]. |
15.
Subsequent Events
Subsequent to March 31, 2008, Harvest declared a distribution of $0.30 per unit for Unitholders of record on May 15, 2008, June 16, 2008, and July 15, 2008.
Between April 1, 2008 and May 8, 2008, an additional $377.7 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 14].
On April 25, 2008, Harvest issued $250 million principle amount of convertible debentures for total net proceeds from the issue of $239.5 million.
16.
Related Party Transactions
During the three month period ended March 31, 2008, in the normal course of operations, Vitol Refining S.A. purchased $67.8 million of Russian 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 also a director and holds a minority ownership interest. As at March 31, 2008, $1.7 million related to these transactions is included in accounts payable and accrued liabilities and $4.1 million is included in feedstock commitments for the purchase of Russian crude oil [See Note 14]. None of the $377.7 million committed to the purchase of feedstock inventory under the Supply and Offtake Agreement held with Vitol Refining S.A. between April 1, 2008 and May 8, 2008 [see Note 15] was purchased from this private corporation. During the three month period ended March 31, 2007, there were no related party transactions.
17.
Comparatives
Certain comparative figures have been reclassified to conform to the current period’s presentation.
16