Exhibit 99.4
CONSOLIDATED BALANCE SHEETS (UNAUDITED) | | | | | | |
| | | | | | |
(thousands of Canadian dollars) | | June 30, 2009 | | | December 31, 2008 | |
Assets | | | | | | |
Current assets | | | | | | |
Accounts receivable and other | $ | 166,226 | | $ | 173,341 | |
Fair value of risk management contracts[Note 13] | | 10,809 | | | 36,087 | |
Prepaid expenses and deposits | | 11,304 | | | 11,843 | |
Inventories[Note 3] | | 78,912 | | | 55,788 | |
| | 267,251 | | | 277,059 | |
| | | | | | |
Property, plant and equipment[Note 4] | | 4,254,524 | | | 4,468,505 | |
Intangible assets[Note 5] | | 97,209 | | | 106,002 | |
Goodwill[Note 6] | | 677,612 | | | 893,841 | |
| $ | 5,296,596 | | $ | 5,745,407 | |
| | | | | | |
Liabilities and Unitholders’ Equity | | | | | | |
Current liabilities | | | | | | |
Bank loan[Note 8] | $ | 1,097,820 | | $ | - | |
Accounts payable and accrued liabilities | | 193,927 | | | 210,097 | |
Cash distribution payable | | 8,993 | | | 47,160 | |
Current portion of convertible debentures[Note 9] | | 1,583 | | | 2,513 | |
Fair value deficiency of risk management contracts[Note 13] | | 148 | | | 235 | |
| | 1,302,471 | | | 260,005 | |
| | | | | | |
Bank loan[Note 8] | | - | | | 1,226,228 | |
77/8% Senior notes | | 285,708 | | | 298,210 | |
Convertible debentures[Note 9] | | 831,341 | | | 825,246 | |
Asset retirement obligation[Note 7] | | 282,263 | | | 277,318 | |
Employee future benefits[Note 12] | | 9,809 | | | 10,551 | |
Deferred credit | | 388 | | | 522 | |
Future income tax | | 192,857 | | | 203,998 | |
| | | | | | |
Unitholders’ equity | | | | | | |
Unitholders’ capital[Note 10] | | 4,054,597 | | | 3,897,653 | |
Equity component of convertible debentures | | 84,100 | | | 84,100 | |
Contributed surplus | | 6,433 | | | 6,433 | |
Accumulated income | | 249,969 | | | 458,884 | |
Accumulated distributions | | (2,020,169 | ) | | (1,891,674 | ) |
Accumulated other comprehensive income | | 16,829 | | | 87,933 | |
| | 2,391,759 | | | 2,643,329 | |
| $ | 5,296,596 | | $ | 5,745,407 | |
Commitments, contingencies and guarantees[Note15]
Subsequent events[Note16]
See accompanying notes to these consolidated financial statements.
1
CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(thousands of Canadian dollars, except per Trust Unit amounts) | | | | | | | | | | |
| | Three Months | | | Three Months | | | Six Months | | | Six Months | |
| | Ended | | | Ended | | | Ended | | | Ended | |
| | June 30, 2009 | | | June 30, 2008 | | | June 30, 2009 | | | June 30, 2008 | |
Revenue | | | | | | | | | | | | |
Petroleum, natural gas, and refined product sales | $ | 591,196 | | $ | 1,698,892 | | $ | 1,346,820 | | $ | 3,138,644 | |
Royalty expense | | (28,199 | ) | | (76,813 | ) | | (52,728 | ) | | (139,213 | ) |
| | 562,997 | | | 1,622,079 | | | 1,294,092 | | | 2,999,431 | |
| | | | | | | | | | | | |
Expenses | | | | | | | | | | | | |
Purchased products for processing and resale | | 322,855 | | | 1,160,558 | | | 704,692 | | | 2,120,550 | |
Operating | | 142,737 | | | 128,608 | | | 262,847 | | | 269,953 | |
Transportation and marketing | | 6,706 | | | 12,753 | | | 12,617 | | | 24,375 | |
General and administrative[Note 11] | | 9,394 | | | 13,310 | | | 17,143 | | | 25,787 | |
Realized net (gains) losses on risk management | | (19,430 | ) | | 94,424 | | | (44,972 | ) | | 130,718 | |
contracts[Note 13] | | | | | | | | | | | | |
Unrealized net losses on risk management | | | | | | | | | | | | |
contracts[Note 13] | | 14,999 | | | 305,127 | | | 25,190 | | | 365,985 | |
Interest and other financing charges on short term | | | | | | | | | | | | |
debt, net | | 2,475 | | | - | | | 2,535 | | | 201 | |
Interest and other financing charges on long term | | | | | | | | | | | | |
debt | | 26,984 | | | 35,948 | | | 59,576 | | | 71,051 | |
Depletion, depreciation, amortization and | | 136,695 | | | 124,114 | | | 275,891 | | | 255,039 | |
accretion | | | | | | | | | | | | |
Goodwill impairment[Note 6] | | 206,465 | | | - | | | 206,465 | | | - | |
Currency exchange (gain) loss | | (8,990 | ) | | 4,045 | | | (8,892 | ) | | 14,710 | |
Large corporations tax (recovery) and other tax | | (35 | ) | | 446 | | | (16 | ) | | 496 | |
Future income tax reduction | | (12,079 | ) | | (95,191 | ) | | (10,069 | ) | | (117,025 | ) |
| | 828,776 | | | 1,784,142 | | | 1,503,007 | | | 3,161,840 | |
Net loss for the period | | (265,779 | ) | | (162,063 | ) | | (208,915 | ) | | (162,409 | ) |
| | | | | | | | | | | | |
Other comprehensive income | | | | | | | | | | | | |
Cumulative translation adjustment | | (120,922 | ) | | (4,534 | ) | | (71,104 | ) | | 45,979 | |
Comprehensive loss for the period | $ | (386,701 | ) | $ | (166,597 | ) | $ | (280,019 | ) | $ | (116,430 | ) |
| | | | | | | | | | | | |
Net loss per Trust Unit, basic[Note 10] | $ | (1.59 | ) | $ | (1.07 | ) | $ | (1.28 | ) | $ | (1.08 | ) |
Net loss per Trust Unit, diluted[Note 10] | $ | (1.59 | ) | $ | (1.07 | ) | $ | (1.28 | ) | $ | (1.08 | ) |
| | | | | | | | | | | | |
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 | | | Income (Loss) | |
At December 31, 2007 | $ | 3,736,080 | | $ | 39,537 | | $ | - | | $ | 246,865 | | $ | (1,340,349 | ) | $ | (196,759 | ) |
Equity component of convertible debenture issuances 7.5% Debentures Due 2015 | | - | | | 51,000 | | | - | | | - | | | - | | | - | |
Convertible debenture conversions | | | | | | | | | | | | | | | | | | |
9% Debentures Due 2009 | | 17 | | | - | | | - | | | - | | | - | | | - | |
8% Debentures Due 2009 | | 141 | | | (1 | ) | | - | | | - | | | - | | | - | |
10.5% Debentures Due 2008 | | 13 | | | (3 | ) | | - | | | - | | | - | | | - | |
Redemption of convertible debentures 10.5% Debentures Due 2008 | | 24,249 | | | (6,433 | ) | | 6,433 | | | - | | | - | | | - | |
Exercise of unit appreciation rights and other | | 1,182 | | | - | | | - | | | - | | | - | | | - | |
Issue costs | | (2,179 | ) | | - | | | - | | | - | | | - | | | - | |
Currency translation adjustment | | - | | | - | | | - | | | - | | | - | | | 45,979 | |
Net loss | | - | | | - | | | - | | | (162,409 | ) | | - | | | - | |
Distributions and distribution reinvestment plan | | 71,362 | | | - | | | - | | | - | | | (272,168 | ) | | - | |
At June 30, 2008 | $ | 3,830,865 | | $ | 84,100 | | $ | 6,433 | | $ | 84,456 | | $ | (1,612,517 | ) | $ | (150,780 | ) |
| | | | | | | | | | | | | | | | | | |
At December 31, 2008 | $ | 3,897,653 | | $ | 84,100 | | $ | 6,433 | | $ | 458,884 | | $ | (1,891,674 | ) | $ | 87,933 | |
Issued for cash June 4, 2009 | | 126,509 | | | | | | | | | | | | | | | | |
Redemption of convertible debentures 9% Debentures Due 2009 | | 944 | | | - | | | - | | | - | | | - | | | - | |
Exercise of unit appreciation rights and other | | 307 | | | - | | | - | | | - | | | - | | | - | |
Issue costs, net of tax | | (5,916 | ) | | - | | | - | | | - | | | - | | | - | |
Currency translation adjustment | | - | | | - | | | - | | | - | | | - | | | (71,104 | ) |
Net income | | - | | | - | | | - | | | (208,915 | ) | | - | | | - | |
Distributions and distribution reinvestment plan | | 35,100 | | | - | | | - | | | - | | | (128,495 | ) | | - | |
At June 30, 2009 | $ | 4,054,597 | | $ | 84,100 | | $ | 6,433 | | $ | 249,969 | | $ | (2,020,169 | ) | $ | 16,829 | |
| | | | | | | | | | | | | | | | | | |
See accompanying notes to these consolidated financial statements. | | | | | | | | | | | | | |
3
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | | | | | | | | | | |
| | | | | | | | | | | | |
(thousands of Canadian dollars) | | | | | | | | | | | | |
| | Three Months | | | Three Months | | | Six Months | | | Six Months | |
| | Ended | | | Ended | | | Ended | | | Ended | |
| | June 30, 2009 | | | June 30, 2008 | | | June 30, 2009 | | | June 30, 2008 | |
Cash provided by (used in) | | | | | | | | | | | | |
Operating Activities | | | | | | | | | | | | |
Net loss for the period | $ | (265,779 | ) | $ | (162,063 | ) | $ | (208,915 | ) | $ | (162,409 | ) |
Items not requiring cash | | | | | | | | | | | | |
Depletion, depreciation, amortization and accretion | | 136,695 | | | 124,114 | | | 275,891 | | | 255,039 | |
Impairment of goodwill[Note 6] | | 206,465 | | | - | | | 206,465 | | | - | |
Unrealized currency exchange (gain) loss | | (10,276 | ) | | 3,678 | | | (10,696 | ) | | 13,544 | |
Non-cash interest expense and amortization of | | 3,602 | | | 3,529 | | | 7,784 | | | 6,040 | |
finance charges | | | | | | | | | | | | |
Unrealized net losses on risk management | | 14,999 | | | 305,127 | | | 25,190 | | | 365,985 | |
contracts[Note 13] | | | | | | | | | | | | |
Future income tax reduction | | (12,079 | ) | | (95,191 | ) | | (10,069 | ) | | (117,025 | ) |
Unit based compensation expense (recovery) | | 988 | | | 4,133 | | | (459 | ) | | 7,367 | |
Employee benefit obligation | | (86 | ) | | 168 | | | (742 | ) | | 337 | |
Other non-cash items | | 3 | | | (40 | ) | | (22 | ) | | (37 | ) |
Settlement of asset retirement obligations[Note 7] | | (1,548 | ) | | (1,502 | ) | | (5,014 | ) | | (3,755 | ) |
Change in non-cash working capital | | 2,895 | | | 28,581 | | | 18,211 | | | (26,433 | ) |
| | 75,879 | | | 210,534 | | | 297,624 | | | 338,653 | |
| | | | | | | | | | | | |
Financing Activities | | | | | | | | | | | | |
Issue of Trust Units, net of issue costs | | 119,531 | | | (2,165 | ) | | 119,437 | | | (2,179 | ) |
Issue of convertible debentures, net of issue costs | | - | | | 241,600 | | | - | | | 241,600 | |
Bank repayments, net | | (135,543 | ) | | (295,138 | ) | | (128,527 | ) | | (244,216 | ) |
Cash distributions | | (20,131 | ) | | (101,051 | ) | | (93,395 | ) | | (199,474 | ) |
Change in non-cash working capital | | (14,893 | ) | | 3,604 | | | (47,968 | ) | | 3,671 | |
| | (51,036 | ) | | (153,150 | ) | | (150,453 | ) | | (200,598 | ) |
| | | | | | | | | | | | |
Investing Activities | | | | | | | | | | | | |
Additions to property, plant and equipment | | (53,320 | ) | | (48,288 | ) | | (168,934 | ) | | (133,886 | ) |
Property dispositions (acquisitions), net | | 61,403 | | | 4,734 | | | 60,728 | | | 4,549 | |
Change in non-cash working capital | | (32,172 | ) | | (13,630 | ) | | (38,328 | ) | | (7,984 | ) |
| | (24,089 | ) | | (57,184 | ) | | (146,534 | ) | | (137,321 | ) |
| | | | | | | | | | | | |
Change in cash and cash equivalents | $ | 754 | | $ | 200 | | $ | 637 | | $ | 734 | |
| | | | | | | | | | | | |
Effect of exchange rate changes on cash | | (754 | ) | | (200 | ) | | (637 | ) | | (734 | ) |
| | | | | | | | | | | | |
Cash and cash equivalents, beginning of period | | - | | | - | | | - | | | - | |
| | | | | | | | | | | | |
Cash and cash equivalents, end of period | $ | - | | $ | - | | $ | - | | $ | - | |
| | | | | | | | | | | | |
Interest paid | $ | 23,541 | | $ | 19,457 | | $ | 37,520 | | $ | 43,498 | |
Large corporation tax and other tax (received) paid, net | $ | (35 | ) | $ | 521 | | $ | (16 | ) | $ | 571 | |
| | | | | | | | | | | | |
See accompanying notes to these consolidated financial statements. | | | | | | | | | | | | |
4
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Period ended June 30, 2009
(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, 2008 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, 2009, Harvest adopted the new Canadian Institute of Chartered Accountants (“CICA”) accounting standard “Goodwill and Intangible Assets”, section 3064 which replaced section 3062 “Goodwill and Other Intangible Assets” and section 3450, “Research and Development Costs”. Section 3064 establishes standards for the recognition, measurement, presentation and disclosure of intangible assets and goodwill subsequent to its initial recognition. The adoption of this standard had no impact on the consolidated financial statements. |
| |
3. | Inventories |
| | | | | | |
| | | | | | | | June 30, 2009 | | | December 31, 2008 | |
| Petroleum products | | | | | | | | |
| Upstream – pipeline fill | | | $ | 752 | | | 603 | |
| Downstream | 73,533 | | | 50,311 | |
| | 74,285 | | | 50,914 | |
| Parts and supplies | | | | 4,627 | | | 4,874 | |
| Total inventories | | | $ | 78,912 | | | 55,788 | |
4.
Property, Plant and Equipment
| | | | June 30, 2009 | | | | | | December 31, 2008 | | |
| | Upstream | | Downstream | | Total | | Upstream | | Downstream | | Total |
Cost | $ | 4,789,856 | $ | 1,451,578 | $ | 6,241,434 | $ | 4,710,725 | $ | 1,493,039 | $ | 6,203,764 |
Accumulated depletion and depreciation | | (1,794,988) | | (191,922) | | (1,986,910) | | (1,572,449) | | (162,810) | | (1,735,259) |
Net book value | $ | 2,994,868 | $ | 1,259,656 | $ | 4,254,524 | $ | 3,138,276 | $ | 1,330,229 | $ | 4,468,505 |
General and administrative costs of $2.7 million (2008 – $3.3 million) have been capitalized during the three months ended June 30, 2009, of which $0.2 million (2008 – $0.9 million) related to the Trust Unit Rights Incentive Plan and the Unit Award Incentive Plan. For the six months ended June 30, 2009, $5.2 million (2008 - $6.5 million) of general and administrative costs have been capitalized, which includes a recovery of $0.1 million (2008 – costs of $1.6 million) related to the Trust Unit Rights Incentive Plan and the Unit Award Incentive Plan.
5
5. | Intangible Assets | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | June 30, 2009 | | | | | | | | | December 31, 2008 | | | | |
| | | | | | | Accumulated | | | Net book | | | | | | Accumulated | | | Net book | |
| | | | | Cost | | | Amortization | | | value | | | Cost | | | Amortization | | | value | |
| Engineering drawings | | $ | 103,507 | | $ | (14,017 | ) | $ | 89,490 | | $ | 108,402 | | $ | (11,969 | ) | $ | 96,433 | |
| Marketing contracts | | | 7,199 | | | (2,826 | ) | | 4,373 | | | 7,539 | | | (2,480 | ) | | 5,059 | |
| Customer lists | | | 4,358 | | | (1,180 | ) | | 3,178 | | | 4,564 | | | (1,008 | ) | | 3,556 | |
| Fair value of office lease | | | 931 | | | (763 | ) | | 168 | | | 931 | | | (652 | ) | | 279 | |
| Financing costs | | | 7,300 | | | (7,300 | ) | | - | | | 7,300 | | | (6,625 | ) | | 675 | |
| Total | | $ | 123,295 | | $ | (26,086 | ) | $ | 97,209 | | $ | 128,736 | | $ | (22,734 | ) | $ | 106,002 | |
6. | Goodwill Impairment |
| |
| As the Downstream assets are held in a self-sustaining subsidiary with a US dollar functional currency, the goodwill balance is adjusted at the end of each accounting period to reflect the current US dollar exchange rate. Harvest assesses goodwill for impairment annually, or more frequently if events or changes in circumstances warrant. At June 30, 2009, it was determined that an impairment test was required due to expectations of lower refining margins and the probable deferral of certain future capital expenditures. Harvest completed a two-step process to determine whether the goodwill of the Downstream reporting unit was impaired. The first step of the impairment test involves comparing the fair value of the reporting unit to its carrying value, including goodwill. The fair value was determined using a discounted cash flow approach which incorporated management’s expectations of future throughput and expenses and the forward curve for refined product crack spreads. At June 30, 2009, the fair value of the Downstream reporting unit was below its carrying value, indicating a potential impairment. The second step requires the fair value of goodwill be determined by valuing a reporting unit’s net assets in the same manner as allocating a purchase price in a business combination. As the carrying value of the reporting unit’s goodwill exceeded its fair value, it was determined that the goodwill associated with the Downstream reporting unit was fully impaired. Accordingly, a charge of $206.5 million was recorded in the financial results at June 30, 2009. |
| |
7. | 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 $1,178 million which will be incurred between 2009 and 2058. 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: |
| | | | June 30, 2009 | | | December 31, 2008 | |
| Balance, beginning of period | | $ | 277,318 | | $ | 213,529 | |
| Incurred on acquisition of a private corporation | | | - | | | 1,900 | |
| Liabilities incurred | | | 405 | | | 4,371 | |
| Revision of estimates | | | - | | | 49,395 | |
| Net liabilities acquired (settled) through acquisition (disposition) | | | (2,538 | ) | | 910 | |
| Liabilities settled | | | (5,014 | ) | | (11,418 | ) |
| Accretion expense | | | 12,092 | | | 18,631 | |
| Balance, end of period | | $ | 282,263 | | $ | 277,318 | |
| | | | | | | | |
8. | Bank Loan | | | | | | | |
At June 30, 2009, Harvest had $1,097.8 million drawn of the $1.6 billion available under the Credit Facility ($1,226.2 million drawn at December 31, 2008) which matures on April 30, 2010.
The Credit Facility is secured by a $2.5 billion first floating charge over all of the assets of Harvest's operating subsidiaries plus a first mortgage security interest on the refinery assets of North Atlantic. The most restrictive covenants of Harvest’s credit facility include an aggregate limitation of $25 million on financial assistance and/or capital contributions to parties other than those included in the first floating charge, a limitation to carrying on business in countries that are not members of the Organization of Economic Co-operation and Development and a limitation on the payment of distributions to Unitholders in certain circumstances including an event of default. The Credit Facility requires standby fees on undrawn amounts and interest on amounts borrowed at varying rates depending on Harvest's ratio of secured debt (excluding the 77/8% Senior Notes and Convertible Debentures) to its earnings before interest, taxes, depletion, amortization and other non-cash amounts ("EBITDA"). In addition to the availability under this facility being limited by the Borrowing Base Covenant of the 77/8% Senior Notes described (as described in Note 11 in the consolidated financial statements for the year ended December 31, 2008), availability is subject to the following quarterly financial covenants:
6
| | |
| Covenant | As at June 30, 2009 |
Secured debt to EBITDA | 3.0 to 1.0 or less | 1.5 |
Total senior debt to EBITDA | 3.5 to 1.0 or less | 2.0 |
Secured debt to Capitalization | 50% or less | 24% |
Total senior debt to Capitalization | 55% or less | 30% |
For the three and six months ended June 30, 2009, Harvest’s average interest rate on advances under the Credit Facility was 1.32% (2008 – 4.11%) and 1.66% (2008 – 4.47%) respectively.
9.
Convertible Debentures
At June 30, 2009, 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, 2008.
The following table summarizes the face value, carrying amount and fair value of the Convertible Debentures:
| June 30, 2009 | December 31, 2008 |
| | | | | Carrying | | | | | | | | | Carrying | | | | |
| | Face Value | | | Amount(1 | ) | | Fair Value | | | Face Value | | | Amount(1 | ) | | Fair Value | |
9% Debentures Due 2009 | $ | - | | $ | - | | $ | - | | $ | 944 $ | | | 940 | | $ | 984 | |
8% Debentures Due 2009 | | 1,588 | | | 1,583 | | | 1,604 | | | 1,588 | | | 1,573 | | | 1,540 | |
6.5% Debentures Due 2010 | | 37,062 | | | 35,774 | | | 33,356 | | | 37,062 | | | 35,387 | | | 29,650 | |
6.4% Debentures Due 2012 | | 174,626 | | | 170,045 | | | 125,731 | | | 174,626 | | | 169,455 | | | 75,089 | |
7.25% Debentures Due 2013 | | 379,256 | | | 360,320 | | | 246,630 | | | 379,256 | | | 358,533 | | | 166,835 | |
7.25% Debentures Due 2014 | | 73,222 | | | 67,989 | | | 48,327 | | | 73,222 | | | 67,549 | | | 36,611 | |
7.5% Debentures Due 2015 | | 250,000 | | | 197,213 | | | 160,000 | | | 250,000 | | | 194,322 | | | 107,500 | |
| $ | 915,754 | | $ | 832,924 | | $ | 615,648 | | $ | 916,698 $ | | | 827,759 | | $ | 418,209 | |
(1)Excluding the equity component. | | | | | | | | | | | | | | | | | | |
10. | Unitholders' Capital |
| | |
| (a) | Authorized |
| | The authorized capital consists of an unlimited number of Trust Units. |
| | |
| (b) | Number of Units Issued |
| Six months ended June 30 |
| | 2009 | | | 2008 | |
Outstanding, beginning of period | | 157,200,701 | | | 148,291,170 | |
Issued for cash | | | | | | |
June 4, 2009 at $7.30 per Trust Unit | | 17,330,000 | | | - | |
Convertible debenture conversions | | | | | | |
9% Debentures Due 2009 | | - | | | 1,227 | |
8% Debentures Due 2009 | | - | | | 8,710 | |
10.5% Debentures Due 2008 | | - | | | 344 | |
Redemption of convertible debentures | | | | | | |
10.5% Debentures Due 2008 | | - | | | 1,166,593 | |
9% Debentures Due 2009 | | 136,906 | | | - | |
Distribution reinvestment plan issuance | | 5,123,919 | | | 3,209,929 | |
Exercise of unit appreciation rights and other | | 68,067 | | | 53,525 | |
Outstanding, end of period | | 179,859,593 | | | 152,731,498 | |
7
(c)
Per Trust Unit Information
The following tables summarize the net loss and Trust Units used in calculating income per Trust Unit:
Net income adjustments | | Three months | | | Three months | | | Six months | | | Six months | |
| | ended | | | ended | | | ended | | | ended | |
| | June 30, 2009 | | | June 30, 2008 | | | June 30, 2009 | | | June 30, 2008 | |
Net loss, basic | $ | (265,779 | ) | $ | (162,063 | ) | $ | (208,915 | ) | $ | (162,409 | ) |
Interest on Convertible Debentures | | - | | | - | | | - | | | - | |
Net loss, diluted(1) | $ | (265,779 | ) | $ | (162,063 | ) | $ | (208,915 | ) | $ | (162,409 | ) |
| | | | | | | | | | | | |
| | Three months | | | Three months | | | Six months | | | Six months | |
Weighted average Trust Units | | ended | | | ended | | | ended | | | ended | |
adjustments | | June 30, 2009 | | | June 30, 2008 | | | June 30, 2009 | | | June 30, 2008 | |
Number of Units | | | | | | | | | | | | |
Weighted average Trust Units | | 166,983,997 | | | 151,955,252 | | | 162,960,556 | | | 150,927,368 | |
outstanding, basic | | | | | | | | | | | | |
Effect of Convertible Debentures | | - | | | - | | | - | | | - | |
Effect of Employee Unit Incentive Plans | | - | | | - | | | - | | | - | |
Weighted average Trust Units | | | | | | | | | | | | |
outstanding, diluted(2) | | 166,983,997 | | | 151,955,252 | | | 162,960,556 | | | 150,927,368 | |
(1) | Net loss, diluted excludes the impact of the conversions of certain of the Convertible Debentures for the three and six months ended June 30, 2009 of $19.5 million and $38.7 million respectively (2008 - $17.5 million and $30.8 million) as the impact would be anti-dilutive. |
(2) | Weighted average Trust Units outstanding, diluted for the three and six months ended June 30, 2009 does not include the unit impact of 28,771,626 and 28,794,068 respectively for certain of the Convertible Debentures (2008 – 120,747,828 and 121,717,018) and nil for the three and six months ended June 30, 2009 (2008 – 681,864 and 401,579 respectively) for the Employee Unit Incentive Plans as the impact would be anti- dilutive. |
11.
Employee Unit Incentive Plans
Trust Unit Rights Incentive Plan
The following summarizes the Trust Units reserved for issuance under the Trust Unit Rights Incentive Plan:
| | Six months ended June 30, 2009 | | | Year ended December 31, 2008 | |
| | Unit | | | Weighted | | | Unit | | | Weighted | |
| | Appreciation | | | Average Exercise | | | Appreciation | | | Average Exercise | |
| | Rights | | | Price | | | Rights | | | Price | |
Outstanding, beginning of period | | 8,037,466 | | $ | 21.19 | | | 3,823,683 | | $ | 30.74 | |
Granted | | 112,150 | | | 8.16 | | | 5,244,102 | | | 15.68 | |
Exercised | | (2,500 | ) | | 18.90 | | | (68,675 | ) | | 25.67 | |
Forfeited | | (443,068 | ) | | 23.03 | | | (961,644 | ) | | 28.80 | |
Outstanding before exercise price reductions | | 7,704,048 | | | 20.93 | | | 8,037,466 | | | 21.19 | |
Exercise price reductions | | - | | | (5.12 | ) | | - | | | (4.45 | ) |
Outstanding, end of period | | 7,704,048 | | | 15.81 | | | 8,037,466 | | | 16.74 | |
Exercisable before exercise price reductions | | 16,750 | | $ | 15.18 | | | 85,200 | | $ | 22.60 | |
Exercise price reductions | | - | | | (15.05 | ) | | - | | | (15.49 | ) |
Exercisable, end of period | | 16,750 | | $ | 0.13 | | | 85,200 | | $ | 7.11 | |
8
The following table summarizes information about Unit Appreciation Rights outstanding at June 30, 2009.
| | | | | | | | Outstanding | | | | | | Exercisable | |
| | | | | | | | Weighted | | | | | | | | | Weighted | |
| | | | | | | | Average | | | | | | | | | Average | |
Exercise Price | | Exercise Price | | | | | | Exercise Price | | | Remaining | | | | | | Exercise Price | |
before price | | net of price | | | At June 30, | | | net of price | | | Contractual | | | At June 30, | | | net of price | |
reductions | | reductions | | | 2009 | | | reductions(1 | ) | | Life(1 | ) | | 2009 | (2) | | reductions(1 | ) |
$4.84 - $5.86 | $ | 4.69 - $5.76 | | | 29,250 | | $ | 5.45 | | | 4.8 | | | - | | $ | - | |
$6.82 - $9.31 | $ | 6.82 - $8.81 | | | 41,200 | | | 8.33 | | | 4.7 | | | - | | | - | |
$10.39 - $12.51 | $ | 8.69 - $11.41 | | | 3,058,650 | | | 9.59 | | | 4.5 | | | - | | | - | |
$14.99 - $20.96 | $ | 0.01 - $18.89 | | | 183,750 | | | 15.91 | | | 3.7 | | | 16,250 | | | 0.01 | |
$21.08 - $30.76 | $ | 4.07 - $24.62 | | | 3,043,465 | | | 18.55 | | | 3.1 | | | 500 | | | 4.07 | |
$31.30 - $37.56 | $ | 18.33 - $27.99 | | | 1,347,733 | | | 24.15 | | | 1.9 | | | - | | | - | |
$4.84 - $37.56 | $ | 0.01 - $27.99 | | | 7,704,048 | | $ | 15.81 | | | 3.5 | | | 16,750 | | $ | 0.13 | |
(1) | Based on weighted average Unit Appreciation Rights outstanding. |
(2) | Excludes vested Unit Appreciation Rights that are out-of-the money at period end. |
Unit Award Incentive Plan (“Unit Award Plan”)
The following table summarizes the Trust Units reserved for issuance under the Unit Award Incentive Plan:
Number | | Six months ended | | | Year ended | |
| | June 30, 2009 | | | December 31, 2008 | |
| | | | | | |
Outstanding, beginning of period | | 659,137 | | | 348,248 | |
Granted | | 14,882 | | | 390,274 | |
Adjusted for distributions | | 84,125 | | | 75,310 | |
Exercised | | (81,342 | ) | | (121,776 | ) |
Forfeitures | | (20,598 | ) | | (32,919 | ) |
Outstanding, end of period | | 656,204 | | | 659,137 | |
Exercisable, end of period | | 271,116 | | | 238,817 | |
Harvest has recognized a compensation expense of $1.0 million and recovery of $0.3 million (2008 – expense of $4.5 million and $8.1 million), including a non cash compensation expense of $1.0 million and recovery of $0.5 million (2008 – expense of $4.1 million and $7.2 million), for the three and six months ended June 30, 2009 respectively, related to the Trust Unit Rights Incentive Plan and the Unit Award Plan and this is reflected in general and administrative expense in the consolidated statements of income.
12. | Employee Future Benefit Plans |
| | | | | | | | | | | | | | |
| Defined Benefit Plans | | | | | | | | | | | | | |
| The table below shows the components of the net benefit plan expense: | | | | | | | |
| | | | Three months ended | | | Three months ended | |
| | | | June 30, 2009 | | | June 30, 2008 | |
| | | | Pension Plans | | | Other Benefit Plans | | | Pension Plans | | | Other Benefit Plans | |
| Current service cost | | $ | 296 | | $ | 54 | | $ | 838 | | $ | 92 | |
| Interest costs | | | 774 | | | 98 | | | 668 | | | 87 | |
| Expected return on assets | | | (661 | ) | | - | | | (698 | ) | | - | |
| Amortization of net actuarial gains | | | (2 | ) | | - | | | - | | | - | |
| Net benefit plan expense | | $ | 407 | | $ | 152 | | $ | 808 | | $ | 179 | |
| | | | | | | | | | | | | | |
| | | | Six months ended | | | Six months ended | |
| | | | June 30, 2009 | | | June 30, 2008 | |
| | | | Pension Plans | | | Other Benefit Plans | | | Pension Plans | | | Other Benefit Plans | |
| Current service cost | | $ | 591 | | $ | 108 | | $ | 1,677 | | $ | 184 | |
| Interest costs | | | 1,548 | | | 196 | | | 1,335 | | | 174 | |
| Expected return on assets | | | (1,321 | ) | | - | | | (1,396 | ) | | - | |
| Amortization of net actuarial gains | | | (4 | ) | | - | | | - | | | - | |
| Net benefit plan expense | | $ | 814 | | $ | 304 | | $ | 1,616 | | $ | 358 | |
9
13.
Financial Instruments and risk management contracts
Harvest is exposed to market risks resulting from fluctuations in commodity prices, currency 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. The Trust’s financial risk exposure and risk management strategies have not changed significantly from those described in the consolidated financial statements for the year ended December 31, 2008 in Note 20 as filed on SEDAR at www.sedar.com.
Financial instruments of Harvest consist of cash, accounts receivable, accounts payable and accrued liabilities, cash distribution payable, a credit facility, risk management contracts, Convertible Debentures and the 77/8% Senior Notes.
At June 30, 2009, the net fair value reflected on the balance sheet for all the risk management contracts outstanding at that date was approximately $10.7 million (December 31, 2008 - $35.9 million), which was included in the balance sheet as follows: fair value of risk management contracts (current assets) $10.8 million, fair value deficiency of risk management contracts (current liabilities) $148,000.
The following is a summary of Harvest’s risk management contracts outstanding, along with their fair value at June 30, 2009:
Quantity | | Type of Contract | | | Term | | | Average Price | | | Fair value | |
Currency Exchange Rate Risk Management | | | | | | | | | | |
$10,000,000/month | | U.S./Cdn dollar exchange rate swap | | | Jul. 09 – Sep. 09 | | | 1.279 Cdn/U.S. | | $ | 3,504 | |
$5,000,000/month | | U.S./Cdn dollar exchange rate swap | | | Jul. 09 – Dec. 09 | | | 1.288 Cdn/U.S. | | | 3,786 | |
$10,000,000/month | | U.S./Cdn dollar exchange rate swap | | | Oct. 09 – Dec. 09 | | | 1.279 Cdn/U.S. | | | 3,519 | |
| | | | | | | | | | $ | 10,809 | |
Natural Gas Price Risk Management | | | | | | | | | | |
251 GJ/d | | Fixed price – natural gas contract | | | Jul. 09 – Dec. 09 | | | Cdn $3.48 | (a) | $ | (7 | ) |
Electricity Price Risk Management(b) | | | | | | | | | | |
10 MWh | | Electricity price swap contracts | | | Jul. 09 – Dec. 09 | | | Cdn $61.90 | | $ | (106 | ) |
10 MWh | | Electricity price swap contracts | | | Jan. 2010 – Dec. 2010 | | | Cdn $63.55 | | | (35 | ) |
| | | | | | | | | | $ | (141 | ) |
Total net fair value of risk management contracts | | | | | | | | $ | 10,661 | |
(a) | This contract contains an annual escalation factor such that the fixed price is adjusted each year. |
(b) | On July 22, 2009, Harvest entered into an additional electricity price swap contract for 5 MWh at Cdn$60.75 for the period January to December 2010. |
For the three and six months ended June 30, 2009, the total unrealized loss recognized in the consolidated statement of income and comprehensive income was $15.0 million and $25.2 million respectively (2008 - $305.1 million and $366.0 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.
10
14.
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 refined products including a network of retail operations and the supply of refined products to commercial and wholesale customers.
Results of Continuing Operations | | | | | | | | | | | | | | | | | | |
| | Downstream(1) | | | Upstream(1) | | | Total | |
| | Three months ended June 30 | | | Three months ended June 30 | | | Three months ended June 30 | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | | | 2009 | | | 2008 | |
Revenue(2) | $ | 369,081 | | $ | 1,227,126 | | $ | 222,115 | | $ | 471,766 | | $ | 591,196 | | $ | 1,698,892 | |
Royalties | | - | | | - | | | (28,199 | ) | | (76,813 | ) | | (28,199 | ) | | (76,813 | ) |
Less: | | | | | | | | | | | | | | | | | | |
Purchased products for resale and processing | | 322,855 | | | 1,160,558 | | | - | | | - | | | 322,855 | | | 1,160,558 | |
Operating | | 81,420 | | | 55,516 | | | 61,317 | | | 73,092 | | | 142,737 | | | 128,608 | |
Transportation and marketing | | 3,122 | | | 9,401 | | | 3,584 | | | 3,352 | | | 6,706 | | | 12,753 | |
General and administrative | | 520 | | | 600 | | | 8,874 | | | 12,710 | | | 9,394 | | | 13,310 | |
Depletion, depreciation, amortization and accretion | | 19,076 | | | 16,743 | | | 117,619 | | | 107,371 | | | 136,695 | | | 124,114 | |
Goodwill impairment(4) | | 206,465 | | | - | | | - | | | - | | | 206,465 | | | - | |
| $ | (264,377 | ) | $ | (15,692 | ) | $ | 2,522 | | $ | 198,428 | | | (261,855 | ) | | 182,736 | |
| | | | | | | | | | | | | | | | | | |
Realized net gains (losses) on risk management contracts | | | | | | | | | | | | | | 19,430 | | | (94,424 | ) |
Unrealized net losses on risk management contracts | | | | | | | | | | | | | | (14,999 | ) | | (305,127 | ) |
Interest and other financing charges on short term debt, net | | | | | | | | | | | | | | (2,475 | ) | | - | |
Interest and other financing charges on long term debt | | | | | | | | | | | | | | (26,984 | ) | | (35,948 | ) |
Currency exchange gain (loss) | | | | | | | | | | | | | | 8,990 | | | (4,045 | ) |
Large corporations tax recovery (expense) and other tax | | | | | | | | | | | | | | 35 | | | (446 | ) |
Future income tax reduction | | | | | | | | | | | | | | 12,079 | | | 95,191 | |
Net loss | | | | | | | | | | | | | $ | (265,779 | ) | $ | (162,063 | ) |
| | | | | | | | | | | | | | | | | | |
Total Assets(3) | $ | 1,487,628 | | $ | 1,684,003 | | $ | 3,798,159 | | $ | 3,903,959 | | $ | 5,296,596 | | $ | 5,637,879 | |
| | | | | | | | | | | | | | | | | | |
Capital Expenditures | | | | | | | | | | | | | | | | | | |
Development and other activity | $ | 19,929 | | $ | 8,619 | | $ | 33,391 | | $ | 39,669 | | $ | 53,320 | | $ | 48,288 | |
Property acquisitions (dispositions), net | | - | | | - | | | (61,403 | ) | | (4,734 | ) | | (61,403 | ) | | (4,734 | ) |
Total expenditures | $ | 19,929 | | $ | 8,619 | | $ | (28,012 | ) | $ | 34,935 | | $ | (8,083 | ) | $ | 43,554 | |
| | | | | | | | | | | | | | | | | | |
Property, plant and equipment | | | | | | | | | | | | | | | | | | |
Cost | $ | 1,451,578 | | $ | 1,212,591 | | $ | 4,789,856 | | $ | 4,363,151 | | $ | 6,241,434 | | $ | 5,575,742 | |
Less: Accumulated depletion, depreciation, and amortization | | (191,922 | ) | | (105,054 | ) | | (1,794,988 | ) | | (1,354,948 | ) | | (1,986,910 | ) | | (1,460,002 | ) |
Net book value | $ | 1,259,656 | | $ | 1,107,537 | | $ | 2,994,868 | | $ | 3,008,203 | | $ | 4,254,524 | | $ | 4,115,740 | |
| | | | | | | | | | | | | | | | | | |
Goodwill(4) | | | | | | | | | | | | | | | | | | |
Beginning of period | $ | 223,916 | | $ | 182,232 | | $ | 677,612 | | $ | 676,795 | | $ | 901,528 | | $ | 859,027 | |
Addition (reduction) to goodwill | | (17,451 | ) | | (1,207 | ) | | - | | | - | | | (17,451 | ) | | (1,207 | ) |
Impairment of goodwill | | (206,465 | ) | | - | | | - | | | - | | | (206,465 | ) | | - | |
End of period | $ | - | | $ | 181,025 | | $ | 677,612 | | $ | 676,795 | | $ | 677,612 | | $ | 857,820 | |
(1) | Accounting policies for segments are the same as those described in the consolidated financial statements for the year ended December 31, 2008 in Note 2 as filed on SEDAR at www.sedar.com. |
(2) | Of the total downstream revenue for the three months ended June 30, 2009, two customers represent sales of $206.9 million and $54.7 million respectively (2008 - $826.1 million and $195.3 million). No other single customer within either division represents greater than 10% of Harvest’s total revenue. |
(3) | Total Assets on a consolidated basis includes $10.8 million (2008 – $19.5 million) relating to the fair value of risk management contracts and nil (2008 - $30.4 million) relating to future income tax. |
(4) | A goodwill impairment charge of $206.5 million was recognized at June 30, 2009 (see Note 6). |
(5) | There is no intersegment activity. |
11
Results of Continuing Operations | | | | | | | | | | | | | | | | | | |
| | Downstream(1 | ) | | Upstream(1 | ) | | Total | |
| | Six months ended June 30 | | | Six months ended June 30 | | | Six months ended June 30 | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | | | 2009 | | | 2008 | |
Revenue(2) | $ | 941,785 | | $ | 2,289,545 | | $ | 405,035 | | $ | 849,099 | | $ | 1,346,820 | | $ | 3,138,644 | |
Royalties | | - | | | - | | | (52,728 | ) | | (139,213 | ) | | (52,728 | ) | | (139,213 | ) |
Less: | | | | | | | | | | | | | | | | | | |
Purchased products for resale and processing | | 704,692 | | | 2,120,550 | | | - | | | - | | | 704,692 | | | 2,120,550 | |
Operating | | 126,195 | | | 124,538 | | | 136,652 | | | 145,415 | | | 262,847 | | | 269,953 | |
Transportation and marketing | | 6,101 | | | 17,998 | | | 6,516 | | | 6,377 | | | 12,617 | | | 24,375 | |
General and administrative | | 875 | | | 1,168 | | | 16,268 | | | 24,619 | | | 17,143 | | | 25,787 | |
Depletion, depreciation, amortization and accretion | | 41,260 | | | 33,243 | | | 234,631 | | | 221,796 | | | 275,891 | | | 255,039 | |
Goodwill impairment(4) | | 206,465 | | | - | | | - | | | - | | | 206,465 | | | - | |
| $ | (143,803 | ) | $ | (7,952 | ) | $ | (41,760 | ) | $ | 311,679 | | | (185,563 | ) | | 303,727 | |
| | | | | | | | | | | | | | | | | | |
Realized net gains (losses) on risk management contracts | | | | | | | | | | | | | | 44,972 | | | (130,718 | ) |
Unrealized net losses on risk management contracts | | | | | | | | | | | | | | (25,190 | ) | | (365,985 | ) |
Interest and other financing charges on short term debt, net | | | | | | | | | | | | | | (2,535 | ) | | (201 | ) |
Interest and other financing charges on long term debt | | | | | | | | | | | | | | (59,576 | ) | | (71,051 | ) |
Currency exchange gain (loss) | | | | | | | | | | | | | | 8,892 | | | (14,710 | ) |
Large corporations tax recovery (expense) and other tax | | | | | | | | | | | | | | 16 | | | (496 | ) |
Future income tax reduction | | | | | | | | | | | | | | 10,069 | | | 117,025 | |
Net loss | | | | | | | | | | | | | $ | (208,915 | ) | $ | (162,409 | ) |
| | | | | | | | | | | | | | | | | | |
Total Assets(3) | $ | 1,487,628 | | $ | 1,684,003 | | $ | 3,798,159 | | $ | 3,903,959 | | $ | 5,296,596 | | $ | 5,637,879 | |
| | | | | | | | | | | | | | | | | | |
Capital Expenditures | | | | | | | | | | | | | | | | | | |
Development and other activity | $ | 26,833 | | $ | 14,646 | | $ | 142,101 | | $ | 119,240 | | $ | 168,934 | | $ | 133,886 | |
Property acquisitions (dispositions), net | | - | | | - | | | (60,728 | ) | | (4,549 | ) | | (60,728 | ) | | (4,549 | ) |
Total expenditures | $ | 26,833 | | $ | 14,646 | | $ | 81,373 | | $ | 114,691 | | $ | 108,206 | | $ | 129,337 | |
| | | | | | | | | | | | | | | | | | |
Property, plant and equipment | | | | | | | | | | | | | | | | | | |
Cost | $ | 1,451,578 | | $ | 1,212,591 | | $ | 4,789,856 | | $ | 4,363,151 | | $ | 6,241,434 | | $ | 5,575,742 | |
Less: Accumulated depletion, depreciation, and amortization | | (191,922 | ) | | (105,054 | ) | | (1,794,988 | ) | | (1,354,948 | ) | | (1,986,910 | ) | | (1,460,002 | ) |
Net book value | $ | 1,259,656 | | $ | 1,107,537 | | $ | 2,994,868 | | $ | 3,008,203 | | $ | 4,254,524 | | $ | 4,115,740 | |
| | | | | | | | | | | | | | | | | | |
Goodwill(4) | | | | | | | | | | | | | | | | | | |
Beginning of period | $ | 216,229 | | $ | 175,983 | | $ | 677,612 | | $ | 676,795 | | $ | 893,841 | | $ | 852,778 | |
Addition (reduction) to goodwill | | (9,764 | ) | | 5,042 | | | - | | | - | | | (9,764 | ) | | 5,042 | |
Impairment of goodwill | | (206,465 | ) | | - | | | - | | | - | | | (206,465 | ) | | - | |
End of period | $ | - | | $ | 181,025 | | $ | 677,612 | | $ | 676,795 | | $ | 677,612 | | $ | 857,820 | |
(1) | Accounting policies for segments are the same as those described in the consolidated financial statements for the year ended December 31, 2008 in Note 2 as filed on SEDAR at www.sedar.com. |
(2) | Of the total downstream revenue for the six months ended June 30, 2009, two customers represent sales of $573.7 million and $152.8 million respectively (2008 - $1,627.0 million and $294.1 million). No other single customer within either division represents greater than 10% of Harvest’s total revenue. |
(3) | Total Assets on a consolidated basis includes $10.8 million (2008 – $19.5 million) relating to the fair value of risk management contracts and nil (2008 - $30.4 million) relating to future income tax. |
(4) | A goodwill impairment charge of $206.5 million was recognized at June 30, 2009 (see Note 6). |
(5) | There is no intersegment activity. |
15. | 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 and contingencies at June 30, 2009: |
| | |
| (a) | Canada Revenue Agency Assessment |
In January 2009, Canada Revenue Agency issued a Notice of Reassessment to Harvest Energy Trust in respect of its 2002 through 2004 taxation years claiming past taxes, interest and penalties totaling $6.2 million. The CRA has adjusted Harvest Energy Trust’s taxable income to include their net profits interest royalty income on an accrual basis whereas the tax returns had reported this revenue on a cash basis. A Notice of Objection has been filed with CRA requesting the adjustments to an accrual basis be reversed. The Harvest Energy Trust 2005 tax return has also been prepared on a cash basis for royalty income with no taxes payable and, if reassessed by CRA on a similar basis, there would have been approximately $40 million of taxes owing. The Harvest Energy Trust 2006 tax return has been prepared on an accrual basis including incremental payments required to align the prior year’s cash basis of reporting with no taxes payable. Management along with our legal advisors believe the CRA has not properly applied the provisions of the Income Tax Act (Canada) that entitle income from a royalty to be included in taxable income on a cash basis and that the dispute will be resolved with no taxes payable by Harvest Energy Trust. Harvest has filed a Notice of Objection with the CRA and filed a Notice of Appeal with the Tax Court. The CRA has advised that they will file their Reply/Statement of Defense shortly and Harvest has scheduled examinations for discovery for November 2009.
12
The following is a summary of Harvest’s contractual obligations and commitments as at June 30, 2009:
Payments Due by Period | |
| | 2009 | | | 2010 | | | 2011 | | | 2012 | | | 2013 | | | Thereafter | | | Total | |
Debt repayments(1) | | - | | | 1,097,820 | | | 290,750 | | | - | | | - | | | - | | | 1,388,570 | |
Debt interest payments(2) | | 50,665 | | | 92,074 | | | 80,734 | | | 60,838 | | | 44,549 | | | 27,299 | | | 356,159 | |
Capital commitments(3) | | 5,834 | | | - | | | - | | | - | | | - | | | - | | | 5,834 | |
Operating leases(4) | | 3,884 | | | 7,136 | | | 6,212 | | | 2,329 | | | 566 | | | 566 | | | 20,693 | |
Pension contributions(5) | | 2,400 | | | 7,038 | | | 7,179 | | | 7,322 | | | 7,469 | | | 7,618 | | | 39,026 | |
Transportation agreements(6) | | 2,171 | | | 2,537 | | | 832 | | | 403 | | | 189 | | | - | | | 6,132 | |
Feedstock commitments(7) | | 610,293 | | | - | | | - | | | - | | | - | | | - | | | 610,293 | |
Contractual obligations | | 675,247 | | | 1,206,605 | | | 385,707 | | | 70,892 | | | 52,773 | | | 35,483 | | | 2,426,707 | |
(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) | Interest determined on bank loan balance using the rate effective at period end and by using the period end U.S. dollar exchange rate for the Senior Notes. |
(3) | Relating to drilling contracts, AFE commitments, equipment rental contracts and environmental capital projects. |
(4) | Relating to building and automobile leases. |
(5) | Relating to expected contributions for employee benefit plans [see Note 12]. |
(6) | Relating to oil and natural gas pipeline transportation agreements. |
(7) | Relating to crude oil feedstock purchases and related transportation costs. North Atlantic has a Supply and Offtake Agreement with Vitol Refining S.A. This agreement, which continues on a monthly basis with a mutual six months termination notice period, 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 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. |
16. | Subsequent Events |
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| On June 23, 2009, Harvest offered to purchase all of the outstanding shares of Pegasus Oil and Gas Inc., a natural gas weighted producer, for approximately 670,000 Trust Units with the obligation to assume approximately $14 million in bank debt. On July 30, 2009, the offer expired with slightly less than 90% of the outstanding shares tendered, at which time Harvest extended the offer to August 11, 2009 in an effort to increase the number of tendered shares to the 90% minimum condition of the offer. |
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| Subsequent to June 30, 2009, Harvest declared a distribution of $0.05 per unit for Unitholders of record on July 22, 2009 and August 24, 2009. |
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| Between July 1, 2009 and August 7, 2009, an additional $193.9 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 15]. |
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17. | Comparatives |
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| Certain comparative figures have been reclassified to conform to the current period’s presentation. |
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