Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 04, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | HARVEST NATURAL RESOURCES, INC. | |
Entity Filer Category | Accelerated Filer | |
Entity Central Index Key | 845,289 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Fiscal Period Focus | Q2 | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 51,393,479 |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 2,800 | $ 7,761 |
Accounts receivable | 264 | 2,461 |
Prepaid expenses and other | 452 | 826 |
TOTAL CURRENT ASSETS | 3,516 | 11,048 |
LONG-TERM NOTE RECEIVABLE – RELATED PARTY, net of reserve for $5.2 million at June 30, 2016 | ||
PROPERTY AND EQUIPMENT: | ||
Oil and natural gas properties (successful efforts method) | 30,924 | 31,006 |
Other administrative property, net | 642 | 455 |
TOTAL PROPERTY AND EQUIPMENT, net | 31,566 | 31,461 |
EMBEDDED DERIVATIVE ASSETS | 7,144 | 5,010 |
LONG-TERM DEFERRED INCOME TAX ASSETS | 85 | 120 |
OTHER ASSETS, net of allowance for $0.7 million (2016 and 2015) | 123 | 142 |
TOTAL ASSETS | 42,434 | 47,781 |
CURRENT LIABILITIES: | ||
Accounts payable, trade and other | 240 | 370 |
Accrued expenses | 7,362 | 3,327 |
Accrued interest - related party | 1,084 | 954 |
Other current liabilities | 107 | 165 |
TOTAL CURRENT LIABILITIES | 8,793 | 4,816 |
LONG-TERM DEBT DUE TO RELATED PARTY, net of discount | 7,824 | 214 |
WARRANT DERIVATIVE LIABILITY WITH RELATED PARTY | 16,417 | 5,503 |
OTHER LONG-TERM LIABILITIES | 42 | |
TOTAL LIABILITIES | 33,034 | 10,575 |
COMMITMENTS AND CONTINGENCIES (Note 10) | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, par value $0.01 per share; authorized 5,000 shares; issued and outstanding, none | ||
Common stock, par value $0.01 per share; shares authorized 150,000 (2016 and 2015); shares issued 57,987 (2016 and 2015); shares outstanding 51,415 (2016 and 2015) | 580 | 580 |
Additional paid-in capital | 303,603 | 302,273 |
Accumulated deficit | (226,772) | (199,778) |
Treasury stock, at cost, 6,572 shares (2016 and 2015) | (66,316) | (66,316) |
TOTAL HARVEST STOCKHOLDERS' EQUITY | 11,095 | 36,759 |
NONCONTROLLING INTEREST OWNERS | (1,695) | 447 |
TOTAL EQUITY | 9,400 | 37,206 |
TOTAL LIABILITIES AND EQUITY | $ 42,434 | $ 47,781 |
CONSOLIDATED CONDENSED BALANCE3
CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
ASSETS | ||
LONG-TERM NOTE RECEIVABLE – RELATED PARTY, reserve | $ 5.2 | |
OTHER ASSETS, allowance | $ 0.7 | $ 0.7 |
STOCKHOLDERS' EQUITY: | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 57,987,000 | 57,987,000 |
Common stock, shares outstanding | 51,415,000 | 51,415,000 |
Treasury stock, at cost, shares | 6,572,000 | 6,572,000 |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
EXPENSES: | |||||
Depreciation and amortization | $ 14 | $ 27 | $ 40 | $ 56 | |
Exploration expense | 418 | 575 | 1,139 | 2,507 | |
Impairment expense - oilfield inventories | 128 | ||||
Reserve for note receivable - related party | 5,160 | ||||
General and administrative | 4,573 | 5,517 | 10,522 | 9,675 | |
Total expense | 5,005 | 6,119 | 16,989 | 12,238 | |
LOSS FROM OPERATIONS | (5,005) | (6,119) | (16,989) | (12,238) | |
OTHER NON-OPERATING INCOME (EXPENSE): | |||||
Change in fair value of warrant derivative liability | (6,853) | 2,418 | (10,914) | 2,418 | |
Change in fair value of embedded derivative assets and liabilities | 1,696 | 557 | 1,687 | 557 | |
Interest expense | (1,373) | (614) | (2,469) | (851) | |
Loss on issuance of debt and warrant | (20,402) | (20,402) | |||
Foreign currency transaction gains, net | 38 | 77 | 192 | 80 | |
Transaction costs related to sale of Harvest Holding | (1,551) | (1,551) | |||
Total other non-operating income (expense) | (8,043) | (17,964) | (13,055) | (18,198) | |
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (13,048) | (24,083) | (30,044) | (30,436) | |
INCOME TAX EXPENSE | 8 | 1,604 | 16 | 1,220 | |
LOSS FROM CONTINUING OPERATIONS | (13,056) | (25,687) | (30,060) | (31,656) | |
LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST OWNERS | (158) | (262) | (3,066) | (614) | |
NET LOSS AND COMPREHENSIVE LOSS ATTRIBUTABLE TO HARVEST | [1],[2] | $ (12,898) | $ (25,425) | $ (26,994) | $ (31,042) |
LOSS PER SHARE: | |||||
Basic loss per share | [2] | $ (0.25) | $ (0.60) | $ (0.53) | $ (0.73) |
Diluted loss per share | [2] | $ (0.25) | $ (0.60) | $ (0.53) | $ (0.73) |
[1] | Net of net loss attributable to noncontrolling interest owners. | ||||
[2] | Net of net loss attributable to noncontrolling interests. |
CONSOLIDATED CONDENSED STATEME5
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (30,060) | $ (31,656) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 40 | 56 |
Impairment expense - oilfield inventories | 128 | |
Amortization of debt financing costs | 283 | |
Accretion of discount on debt | 427 | 145 |
Reserve for note receivable - related party | 5,160 | |
Loss on debt issuance | 20,402 | |
Share-based compensation-related charges | 1,914 | 1,491 |
Deferred income tax expense | 1,200 | |
Change in fair value of warrant liability | 10,914 | (2,418) |
Change in fair value of embedded derivative assets and liabilities | (1,687) | (557) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,197 | (152) |
Prepaid expenses and other | 374 | (15) |
Long-term deferred tax assets | 35 | (65) |
Other assets | 19 | 583 |
Accounts payable | (130) | 508 |
Accrued expenses | 3,419 | (977) |
Accrued interest | 1,867 | 100 |
Other current liabilities | (58) | 42 |
Other long-term liabilities | (1) | 160 |
NET CASH USED IN OPERATING ACTIVITIES | (5,442) | (10,870) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Additions of property and equipment, net | (283) | (353) |
Note receivable - related party | (5,160) | |
NET CASH USED IN INVESTING ACTIVITIES | (5,443) | (353) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Debt repayment | (8,900) | |
Gross proceeds from issuance of debt and warrants | 5,000 | 33,500 |
Contributions from noncontrolling interest owners | 924 | 163 |
Financing costs | (1,245) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 5,924 | 23,518 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (4,961) | 12,295 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 7,761 | 6,585 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 2,800 | 18,880 |
Supplemental Cash Flow Information: | ||
Cash paid during the period for interest expense | 470 | |
Cash paid during the period for income taxes | 8 | 4 |
Supplemental Schedule of Noncash Investing and Financing Activities: | ||
Decrease in current liabilities related to additions of property and equipment | (10) | (99) |
Increase in Stockholders' Equity from forgiveness of note payable and accrued interest | $ 6,157 | |
Increase in long-term debt due to the capitalization of accrued interest | $ 1,736 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2016 | |
Organization [Abstract] | |
Organization | N ote 1 – Organization Organization Harvest Natural Resources, Inc. (“Harvest” or the “Company”) is a petroleum exploration and production company incorporated under Delaware law in 1988. We acquired and developed significant interests in the Bolivarian Republic of Venezuela (“Venezuela”). Our Venezuelan interests are owned through Harvest-Vinccler Dutch Holding B.V., a Dutch private company with limited liability (“Harvest Holding”). Our 51 percent ownership of Harvest Holding is through HNR Energia B.V. (“HNR Energia”) in which we have a direct controlling interest. We have partners, Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., (“Vinccler”, a controlled affiliate of Venezolana de Inversiones y Construcciones Clerico, C.A.), which has a 20 percent noncontrolling interest in Harvest Holding, and Petroandina Resources Corporation N.V. (“Petroandina”, a wholly owned subsidiary of Pluspetrol Resources Corporation B.V. (“Pluspetrol”)), which has a 29 percent noncontrolling interest in Harvest Holdings. We do not have business relationships with Vinccler or Pluspetrol outside of Venezuela. Harvest Holding owns 100 percent of HNR Finance B.V. (“HNR Finance”), and HNR Finance owns a 40 percent interest in Petrodelta, S.A. (“Petrodelta”). Petrodelta is our cost method investment in eastern Venezuela responsible for the exploration, development, production, gathering, transportation and storage of hydrocarbons in six oil fields. Petrodelta is governed by its own charter and bylaws and the shareholders intend that Petrodelta be self-funding and rely on internally-generated cash flows. Corporación Venezolana del Petroleo S.A. (“CVP”) and PDVSA Social S.A. own the remaining 56 percent and 4 percent, respectively, of Petrodelta. Petroleos de Venezuela S.A. (“PDVSA”) owns 100 percent of CVP and PDVSA Social S.A. Through our indirect 51 percent in Harvest Holding, we indirectly own a net 20.4 percent interest in Petrodelta. In addition to our interests in Venezuela, we hold exploration acreage offshore of the Republic of Gabon (“Gabon”) through the Dussafu Marin Permit (“Dussafu PSC”). See Note 7 – Gabon . Interim Reporting In our opinion, the accompanying unaudited consolidated condensed financial statements contain all adjustments, which are of a normal recurring nature, necessary to present fairly the financial position as of June 30, 2016 , results of operations for the three and six months ended June 30, 2016 and 2015 , and the cash flows for the six months ended June 30, 2016 and 2015 . The December 31, 2015 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by United States of America generally accepted accounting principles (“U.S. GAAP” ) . The unaudited consolidated condensed financial statements are presented in accordance with the requirements of Form 10-Q and do not include all disclosures normally required by U.S. GAAP. The consolidated condensed financial statements included in this report should be read with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015 , which include certain definitions and a summary of significant accounting policies. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year. Securities Purchase Agreement On June 19, 2015, the Company and certain of its domestic subsidiaries entered into a securities purchase agreement (the “Securities Purchase Agreement”) with CT Energy Holding SRL (“CT Energy”), a private investment firm organized as a Barbados Society with Restricted Liability, under which CT Energy purchased certain securities of the Company and acquired certain governance rights. Harvest immediately received gross proceeds of $32.2 million from the sale of the securities, as described below. Key terms of the transaction include: · CT Energy acquired a $25.2 million, five year, 15.0% non-convertible senior secured promissory note (the “15% Note”). I nterest is payable quarterly on the first business day of each January, April, July and October, commencing October 1, 2015 . · CT Energy acquired a $7.0 million, five year, 9.0% convertible senior secured note (the “9% Note”). The 9% Note and associated accrued interest of $0.1 million was converted into 8,667,597 shares of Harvest common stock at a conversion price of $0.82 per share on September 15, 2015. Immediately after the conversion, CT Energy owned approximately 16.8% of Harvest’s common stock. · CT Energy also acquired a warrant to purchase up to 34,070,820 shares of Harvest's common stock at an initial exercise price of $1.25 per share (the “CT Warrant”). The CT Warrant would become exercisable only after the 30-day volume weighted average price of Harvest's common stock equals or exceeds $2.50 per share (“Stock Appreciation Date”). The CT Warrant is cash-exercisable, but CT Energy may surrender the 15% Note to pay for a portion of the aggregate exercise price. · CT Energy acquired a five -year 15.0% non-convertible senior secured note (the “ Additional Draw Note ”), under which CT Energy may elect to provide $2.0 million of additional funds to the Company per month for up to six months following the one -year anniversary of the closing date of the transaction (up to $12.0 million in aggregate). For funds loaned under the Additional Draw Note , interest will be compounded quarterly at a rate of 15.0% per annum and will be payable quarterly on the first business day of each January, April, July and October, commencing October 1, 2016 . See Share Purchase Agreement – Additional Funding for further information. · CT Energy was granted certain governance rights in the transaction, including the right to appoint specified directors. · CT Energia Holding Ltd. (“CT Energia”), a Malta corporation and the Company, entered into a Management Agreement (the “Management Agreement”), under which CT Energia and its representatives will provide management services with respect to the operations of the Company’s business as it relates to Petrodelta and Venezuela generally. Share Purchase Agreement On June 29, 2016, the Company, and its wholly owned subsidiary, HNR Energia, entered into a share purchase agreement (the “Share Purchase Agreement”) with CT Energy, pursuant to which HNR Energia agreed to sell to CT Energy HNR Energia’s 51 percent interest in Harvest Holding. At the closing of the Transaction (the “Closing”), CT Energy or an affiliate will pay consideration consisting of: · $80.0 million in cash, subject to adjustment as described below under “Adjustments to Cash Consideration”; · an 11% non-convertible senior promissory note payable to HNR Energia six months from the Closing in the principal amount of $12.0 million, which will be guaranteed by the controlling equityholder of CT Energy; · the return of 8,667,597 shares to Treasury of the Company’s common stock owned by CT Energy (approximately 16.8% of all outstanding shares); · the cancellation of $30.0 million in principal under the 15% Note; and · the cancellation of the CT Warrant. Conditions to Closing Consummation of the sale of our Venezuelan interests is subject to the following conditions, in addition to customary closing conditions: · the approval of the sale of our Venezuelan interests by the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock, as well as by the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock that are not owned, directly or indirectly, by CT Energy or its affiliates (the “Requisite Stockholder Approval”); · the approval by the Ministerio del Poder Popular de Petróleo y Minería of the Bolivarian Republic of Venezuela of the change in control, resulting from the sale of Venezuelan interests (the “Venezuela Approval”); and · the waiver by Petroandina of its rights under the Shareholders’ Agreement with HNR Energia, dated as of December 16, 2013 (the “Shareholders’ Agreement”), with respect to the sale of our Venezuelan interests, including any obligation of CT Energy to become a party to the Shareholders’ Agreement, or the exercise by Petroandina of its change of control put right to sell its 29% interest in Harvest Holding to CT Energy at the same time as HNR Energia sells its interests. Adjustments to Cash Consideration At the Closing, the $80.0 million in cash consideration will be (i) reduced by the amount by which the outstanding principal and accrued interest under the 15% Note exceeds $30.0 million (and the entire 15% Note will be cancelled); (ii) reduced by the amount of outstanding principal and accrued interest under the Additional Draw Note (as described below under “Additional Funding”) (and the Additional Draw Note will be cancelled); and (iii) increased by the aggregate amount of cash amounts contributed by the Company or HNR Energia to, or accounts payable and other expenses accrued by the Company or HNR Energia for the benefit of, Harvest Holding and its subsidiaries in respect of expenditures included in Harvest Holdings’ budget. Letter of Credit Upon the execution of the Share Purchase Agreement, CT Energy provided to HNR Energia a $15 million irrevocable standby letter of credit issued by JP Morgan Chase Bank (the “Letter of Credit”). If the Closing occurs, the Letter of Credit will be returned undrawn to CT Energy and JP Morgan Chase Bank. HNR Energia is entitled to draw on the Letter of Credit and keep the $15 million proceeds as liquidated damages if (1) the Share Purchase Agreement is terminated because of a material uncured breach by CT Energy or (2) the Share Purchase Agreement is terminated when all conditions to closing have been satisfied (other than the Venezuela Approval and other conditions that can only be satisfied by CT Energy at the Closing), including the Requisite Stockholder Approval. If the Share Purchase Agreement is terminated for any other reason, the Letter of Credit must be returned undrawn to CT Energy and JP Morgan Chase Bank. No Shop and Termination Matters Subject to certain limited exceptions, the Share Purchase Agreement provides that the Company, its subsidiaries, and its and their respective representatives are prohibited from, among other things, initiating, soliciting or knowingly encouraging or facilitating the making of any alternative acquisition proposals from third parties or providing non-public information to or participating in any discussions or negotiations regarding an alternative acquisition proposal with any person that has made an alternative acquisition proposal, subject to customary exceptions prior to the receipt of the Requisite Stockholder Approval relating to proposals that are reasonably likely to lead to a “Superior Proposal” (as defined in the Share Purchase Agreement). The Share Purchase Agreement contains certain termination rights, including the right of HNR Energia to terminate the Share Purchase Agreement in order for the Company to accept a Superior Proposal (so long as the Company complies with certain notice and other requirements under the Share Purchase Agreement), and provides that, upon termination of the Share Purchase Agreement by HNR Energia or CT Energy in certain circumstances, HNR Energia will be required to pay CT Energy a termination fee of $4.6 million. Such specified circumstances include, among others, (i) termination by HNR Energia in order for the Company to enter into an alternative acquisition agreement with respect to a Superior Proposal, in which case HNR Energia will also be required to pay the outstanding principal amount of the 15% Note and Additional Draw Note plus accrued and unpaid interest and any make-whole premium, (ii) termination by CT Energy after a change of recommendation by the Company’s board of directors and (iii) termination by CT Energy after a breach by the Company or HNR Energia of the Share Purchase Agreement that gives rise to the failure of the closing conditions and is either not capable of being cured by the outside date specified in the Share Purchase Agreement or is not cured within 30 days of notice of such breach. CT Energy may also terminate the Share Purchase Agreement if the Requisite Stockholder Approval is not obtained by September 15, 2016. Additionally, either CT Energy or HNR Energia may terminate the Share Purchase Agreement if all conditions precedent to the Closing are not satisfied within 30 days after receipt of the Requisite Stockholder Approval; provided, however, that a party that is in material breach of its obligations under the Share Purchase Agreement may not terminate the Share Purchase Agreement if the material breach is the principal cause of a condition to Closing not being satisfied. Additional Funding To fund Harvest’s transaction expenses and operations until the Closing, CT Energy has agreed to lend Harvest $2.0 million per month for up to five months at 15% interest beginning on July 19, 2016, until the earlier of the Closing or the termination of the Share Purchase Agreement. These loans will be made under the Additional Draw Note, which is discussed above under “Securities Purchase Agreement.” As of August 8, 2016, the outstanding principal under the Additional Draw Note is $4.0 million, consisting of $2.0 million loans by CT Energy on each on June 20, 2016 and July 19, 2016. The Company expects that the outstanding principal will increase to $6.0 million on August 19, 2016 and to $8.0 million on September 19, 2016. As discussed above, the $80 million cash consideration will be reduced by the amount outstanding under the Additional Draw Note at Closing, including both outstanding principal and accrued interest. While CT Energy is making the monthly $2.0 million loans under the Additional Draw Note, as CT Energy currently has committed to do under the Share Purchase Agreement, the original claim date of June 19, 2016, (the “Claim Date”) under the Securities Purchase Agreement will be extended on a month-by-month basis. Upon the expiration of the Claim Date, CT Energy’s governance rights under the Securities Purchase Agreement would terminate (but only if the Stock Appreciation Date had failed to occur before the Claim Date). Other Material Terms The Share Purchase Agreement contains customary representations, warranties and covenants. These representations, warranties and covenants were made only for purposes of the Share Purchase Agreement and as of specific dates, are solely for the benefit of the parties to the Share Purchase Agreement, may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Share Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors should not rely on the representations, warranties or covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, CT Energy, or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Share Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company, CT Energy or their subsidiaries or affiliates. Other material terms of the Share Purchase Agreement are as follows. · The Company agreed to guarantee HNR Energia’s performance of all obligations arising under the Share Purchase Agreement. · From the date of the Share Purchase Agreement and continuing in effect after the Closing, the Company, on behalf of itself and its subsidiaries, waived all rights to exercise any legal action against Petrodelta, any affiliate of Petrodelta or any governmental authority. · At the Closing, the Securities Purchase Agreement and certain agreements related to the Securities Purchase Agreement, including the Management Agreement will terminate. Additionally, all liens securing Company debt formerly owed to CT Energy will be released at the Closing. After the Closing, the Company’s primary assets will be cash from the proceeds of the transaction and the Company’s oil and gas interests in the Republic of Gabon. Lon g-T erm Receivable – CT Energia On January 4, 2016 , HNR Finance provided a loan to CT Energia in the amount of $5.2 million under an 11.0% promissory note due 2019 (the “CT Energia Note”). The purpose of the loan is to provide CT Energia with collateral to obtain funds for one or more loans to Petrodelta that is 40% owned by HNR Finance and through which Harvest’s Venezuelan oil and natural gas interests are held. The loans to Petrodelta are to assist Petrodelta in satisfying its working capital needs and discharging its obligations. Interest on the CT Energia Note is due and payable on the first of each January and July, commencing July 1, 2016 . The full amount outstanding, including any unpaid accrued interest, is due on January 4, 2019 ; however, HNR Finance’s sole recourse for payment of the principal amount of the loan is the payments of principal and interest from loans that CT Energia has made to Petrodelta. If and when CT Energia receives payments of principal or interest from loans it has made to Petrodelta, then those proceeds must be used to pay unpaid interest and principal under the CT Energia Note. All payments made by CT Energia to HNR Finance under the CT Energia Note must be made in U.S. Dollars. No interest payments have been made under the CT Energy note as of August 8, 2016. The source of funds for HNR Finance’s $5.2 million loan to CT Energia was a capital contribution from Harvest Holding, which, in return, received the same aggregate amount of capital contributions from its shareholders, pro rata according to their equity interests in Harvest Holding. Of that aggregate amount of capital contributions, HNR Energia contributed $2.6 million, which was a capital contribution from Harvest. The Management Agreement the Company entered into with CT Energia also makes CT Energia a related party. During the three months ended March 31, 2016, we recorded a $5.2 million allowance to fully reserve the CT Energia Note due to concerns related to the continued deteriorating economic conditions in Venezuela and our assessment relating to the probability that the CT Energia Note will be collected . As of June 30, 2016 the CT Energia Note remains fully reserved and we are not accruing interest on this note receivable. |
Liquidity
Liquidity | 6 Months Ended |
Jun. 30, 2016 | |
Liquidity [Abstract] | |
Liquidity | Note 2 – Liquidity We expect that for 2016 we will not generate revenue, will continue to generate losses from operations, and our cash flows will not be sufficient to cover our operating expenses. Therefore, expected continued losses from operations, capital needs and uses of cash will be funded through debt or equity financings, farm-downs, anticipated CT Energy Transaction, delay of the discretionary portion of our capital spending to future periods or operating cost reductions. Our ability to continue as a going concern depends on our ability to complete the transaction under the Share Purchase Agreement and the success of our planned exploration and development activities in Gabon. There can be no guarantee of future capital acquisition, fundraising or exploration success or that we will realize the value of our exploration and exploitation acreage and suspended wells. Our current cash position and our inability to access additional capital may limit our available opportunities or not provide sufficient cash for operations. Our primary ongoing sources of cash are issuances of debt and the sale or farm-down of oil and natural gas properties in Gabon. Our primary use of cash has been to fund oil and natural gas exploration projects, principal payments on debt, interest payments, and general and administrative costs. We require capital principally to fund the exploration and development of new oil and natural gas properties. We have various contractual commitments pertaining to exploration, development and production activities. See Note 10 – Commitments and Contingencies for our contractual commitments. In January, April and July 2016, due to our liquidity position, the Company amended the 15% Note to increase the principal amount of the note equal to the amount of the accrued interest, less withholding tax that was due to CT Energy. On May 3, 2016, the Company increased the principal amount of the 15% Note by $3.0 million bringing the principal amount outstanding under the 15% Note to $30.0 million as of June 30, 2016. As of June 30, 2016 we capitalized interest payments totaling $1.7 million. There can be no assurance that we will be able to amend our loan agreement with CT Energy to increase the principal amount of the 15% Note if our liquidity position does not allow us to make future interest payments when due. As discussed above in Note 1 – Share Purchase Agreement – Additional Funding , the outstanding principal under the Additional Draw Note is $4.0 million, consisting of loans of $2.0 million by CT Energy on each of June 20, 2016 and July 19, 2016. The Company expects that the outstanding principal will increase to $6.0 million on August 19, 2016 and to $8.0 million on September 19, 2016 to fund Harvest’s transaction expenses and operations until the Closing. We are currently assessing alternatives for our Gabon asset and we intend to continue our consideration of a possible sale or farm-down of our Gabon asset if we are able to negotiate a sale or sales in transactions that our Board of Directors believes are in the best interests of the Company and its stockholders. Given that we do not currently have any operating cash inflows, we may also decide to access additional capital through equity or debt sales; however, there can be no assurance that such financing will be available to the Company or on terms that are acceptable to the Company. On December 2, 2015, the Company received notification from the New York Stock Exchange (“NYSE”) that the Company was not in compliance with the NYSE's continued listing standards, which require a minimum average closing price of $1.00 per share over 30 consecutive trading days. Under the NYSE's rules, Harvest has a period of six months from the date of the NYSE notice to bring its share price and 30 trading-day average share price back above $1.00. During this period, the Company’s common stock will continue to be traded on the NYSE under the symbol “HNR”, subject to the Company’s compliance with other NYSE continued listing requirements, but will be assigned the notation .BC after the listing symbol to signify that the Company is not currently in compliance with the NYSE’s continued listing standards. As required by the NYSE, in order to maintain its listing, Harvest notified the NYSE that it intends to cure the price deficiency. On April 25, 2016, the Company received a notice from the NYSE stating that the Company is not in compliance with a second NYSE continued listing requirement, which provides that a company is not in compliance if its average global market capitalization over a consecutive 30 trading-day period is less than $50 million and, at the same time, its stockholders’ equity is less than $50 million. As required by NYSE rules, the Company notified the NYSE that, within 45 days of receipt of the notice, the Company will submit a business plan that demonstrates its ability to regain compliance within 18 months. The NYSE accepted our plan on July 14, 2016, and we are now subject to quarterly monitoring for compliance with the plan. If the Company fails to comply with the business plan the NYSE may commence suspension and delisting procedures. Failure to generate sufficient cash flow, raise additional capital through debt or equity financings, complete the proposed transaction under the Share Purchase Agreement, farm-downs, or reduce operating costs could have a material adverse effect on our ability to meet our short- and long-term liquidity needs and achieve our intended long-term business objectives. The above circumstances raise substantial doubt about our ability to continue as a going concern. While we believe the issuance of additional equity securities, short- or long-term debt financing, completion of the proposed transaction under the Share Purchase Agreement, farm-downs, the delay of the discretionary portion of our capital spending to future periods or operating cost reductions could be put into place which would not jeopardize our operations and future growth plans, there can be no assurance that such events will be successful. Our financial statements have been prepared under the assumption that we will continue as a going concern, which contemplates that we will continue in operation for the foreseeable future and will be able to realize assets and settle liabilities and commitments in the normal course of business. The accompanying consolidated condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that could result should we be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Principles of Consolidation The consolidated condensed financial statements include the accounts of all wholly-owned and majority-owned subsidiaries. All intercompany profits, transactions and balances have been eliminated. Third-party interests in our majority-owned subsidiaries are presented as noncontrolling interests owners. Reclassifications Certain reclassifications have been made to prior period amounts to conform to the current period presentation. These reclassifications did not affect our consolidated condensed financial results. Note Receivable A loan is considered impaired if it is probable, based on current information and events, that the Company will be unable to collect all amounts due according to the contractual terms of the loan. Loans are reviewed for impairment and include loans that are past due, non-performing or in bankruptcy. Recognition of interest income is suspended and the loan is placed on non-accrual status when management determines that collection of future interest income is not probable. Accrual is resumed, and previously suspended interest income is recognized, when the loan becomes contractually current and/or collection doubts are removed. Cash receipts on impaired loans are recorded first against the receivable and then to any unrecognized interest income. Investment in Affiliate We are accounting for our investment in Petrodelta under Accounting Standards Codification (“ASC”) 325 – Investments – Other (the “cost method”). Under the cost method we will not recognize any equity in earnings from our investment in Petrodelta in our results of operations, but will recognize any cash dividends in the period they are received. As of December 31, 2015, we fully impaired the carrying value of our investment in Petrodelta. See Note 5 – Investment in Affiliate for further information. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Other important significant estimates are those included in the valuation of our assets and liabilities that are recorded at fair value on a recurring and non-recurring basis. Actual results could differ from those estimates. Oil and Natural Gas Properties The major components of property and equipment are as follows: As of June 30, As of December 31, 2016 2015 (in thousands) Unproved property costs - Dussafu PSC $ 28,045 $ 28,000 Oilfield inventories 2,878 3,006 Other administrative property 3,176 2,937 Total property and equipment 34,099 33,943 Accumulated depreciation (2,533) (2,482) Total property and equipment, net $ 31,566 $ 31,461 Other Administrative Property Furniture, fixtures and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives, which range from three to five years. Leasehold improvements are recorded at cost and amortized using the straight-line method over the life of the applicable lease. For the three and six months ended June 30, 2016 , depreciation expense was $ 14 thousand and $40 thousand, respectively. For the three and six months ended June 30, 2015 , depreciation expense was $ 27 thousand and $56 thousand, respectively. Other Assets Other assets at June 30, 2016 and December 31, 2015 include deposits and retainers. During 2015 we fully reserved the $1.1 million blocked payment related to our drilling operations in Gabon. The payment was blocked in accordance with the U.S. sanctions against Libya as set forth in Executive Order 13566 of February 25, 2011, and administered by the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”). See Note 10 – Commitments and Contingencies . At December 31, 2015, we recorded an allowance for doubtful accounts of $0.7 million and the remaining balance of the blocked payment was reclassified to a receivable from our joint venture partners for $0.4 million. Capitalized Interest We capitalize interest costs for qualifying oil and natural gas properties. The capitalization period begins when expenditures are incurred on qualified properties, activities begin which are necessary to prepare the property for production and interest costs have been incurred. The capitalization period continues as long as these events occur. The average additions for the period are used in the interest capitalization calculation. During the three and six months ended June 30, 2016 and 2015, we did not capitalize interest costs due to insufficient on-going activity related to our oil and natural gas activities. Fair Value Measurements We measure and disclose our fair values in accordance with the provisions of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and establishes a three-level hierarchy, which encourages an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the hierarchy are defined as follows: · Level 1 – Inputs to the valuation techniques that are quoted prices in active markets for identical assets or liabilities. · Level 2 – Inputs to the valuation techniques that are other than quoted prices but are observable for the assets or liabilities, either directly or indirectly. · Level 3 – Inputs to the valuation techniques that are unobservable for the assets or liabilities. Financial instruments, which potentially subject us to concentrations of credit risk, are primarily cash and cash equivalents, accounts receivable, stock appreciation rights (“SARs”), restricted stock units (“RSUs”), debt, embedded derivatives and warrant derivative liability. We maintain cash and cash equivalents in bank deposit accounts with commercial banks, which at times may exceed the federally insured limits. We have not experienced any losses from such investments. Concentrations of credit risk with respect to accounts receivable are limited due to the nature of our receivables. In the normal course of business, collateral is not required for financial instruments with credit risk. The estimated fair value of cash and cash equivalents and accounts receivable, prepaid costs, accounts payable, accrued expenses and other current liabilities approximate their carrying value due to their short-term nature (Level 1). The following tables set forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value as of June 30, 2016 and December 31, 2015 . During the year ended December 31, 2015, we impaired the carrying value of our Dussafu project in Gabon by $23.2 million and our investment in affiliate by $164.7 million. See Note 5 – Investment in Affiliate and Note 7 – Gabon for more information. As of June 30, 2016 Level 1 Level 2 Level 3 Total (in thousands) Recurring Assets: Embedded derivative asset - 15% Note $ — $ — $ 6,697 $ 6,697 Embedded derivative asset - Additional Draw Note — — 447 447 $ — $ — $ 7,144 $ 7,144 Liabilities: SARs liability $ — $ 93 $ 241 $ 334 RSUs liability — 520 — 520 Warrant derivative liability — — 16,417 16,417 $ — $ 613 $ 16,658 $ 17,271 As of December 31, 2015 Level 1 Level 2 Level 3 Total (in thousands) Non recurring Assets: Dussafu PSC $ — $ — $ 28,000 $ 28,000 $ — $ — $ 28,000 $ 28,000 Recurring Assets: Embedded derivative asset $ — $ — $ 5,010 $ 5,010 $ — $ — $ 5,010 $ 5,010 Liabilities: SARs liability $ — $ 46 $ 50 $ 96 RSUs liability — 174 — 174 Warrant derivative liability — — 5,503 5,503 $ — $ 220 $ 5,553 $ 5,773 As of June 30, 2016 , the fair value of our liability awards included $ 0.3 million for our SARs and $ 0.5 million for the RSUs both of which were recorded in accrued expenses. As of December 31, 2015 , the fair value of our liability awards included $ 0.1 million for our SARs which were recorded in accrued expenses and $ 0.2 million for our RSUs which were recorded in accrued expenses and other long-term liabilities. Derivative Financial Instruments As required by ASC 820, a financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. See Note 9 – Warrant Derivative Liability for a description and discussion of our warrant derivative liability as well as a description of the valuation models and inputs used to calculate the fair value. See Note 8 – Debt and Financing for a description and discussion of our embedded derivatives related to our 15% Note as well as a description of the valuation models and inputs used to calculate the fair value. All of our embedded derivatives and warrants are classified as Level 3 within the fair value hierarchy. Changes in Level 3 Instruments Measured at Fair Value on a Recurring Basis The following table provides a reconciliation of financial liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Financial assets - embedded derivative asset: Beginning balance $ 5,001 $ — $ 5,010 $ — Additions 447 2,504 447 2,504 Change in fair value 1,696 123 1,687 123 Ending balance $ 7,144 $ 2,627 $ 7,144 $ 2,627 Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Financial liabilities - embedded derivative liability: Beginning balance $ — $ — $ — $ — Additions - fair value at issuance — 13,449 — 13,449 Change in fair value — (434) — (434) Ending balance $ — $ 13,015 $ — $ 13,015 Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Financial liabilities - warrant derivative liability: Beginning balance $ 9,564 $ — $ 5,503 $ — Additions — 40,013 — 40,013 Change in fair value 6,853 (2,418) 10,914 (2,418) Ending balance $ 16,417 $ 37,595 $ 16,417 $ 37,595 Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Financial liabilities - stock appreciation rights Beginning balance $ 120 $ — $ 50 $ — Change in fair value 121 — 191 — Ending balance $ 241 $ — $ 241 $ — During three and six months ended June 30, 2016 and 2015, no transfers were made between Level 1, Level 2 and Level 3 liabilities or investments. Share-Based Compensation We use the fair value based method of accounting for share-based compensation. We utilized the Black-Scholes option pricing model to measure the fair value of stock options and SARs on their grant dates in years prior to 2015. Restricted stock and RSUs were measured at their fair values. During 2015, we issued options, SARs and RSUs with an additional market condition. To fair value these awards, we utilized a Monte Carlo simulation. The following table is a summary of compensation expense recorded in general and administrative expense in our consolidated condensed statements of operations and comprehensive loss by type of awards: Six Months Ended June 30, Employee Stock-Based Compensation 2016 2015 (in thousands) Equity based awards: Stock options $ 1,113 $ 920 Restricted stock 68 68 RSUs 149 — Total expense related to equity based awards 1,330 988 Liability based awards: SARs 238 277 RSUs 346 226 Total expense related to liability based awards 584 503 Total compensation expense $ 1,914 $ 1,491 The assumptions summarized in the following table were used to calculate the fair value of the SARs classified as Level 3 instruments that were outstanding as of the balance sheet date: Fair Value Hierarchy As of June 30, Level 2016 Significant assumptions (or ranges): Exercise price Level 1 input $ 1.13 Threshold price Level 1 input $ 2.50 Suboptimal exercise factor Level 3 input 2.5 Term (years) Level 1 input 4.06 Volatility Level 2 input 110.0 % Risk-free rate Level 1 input 0.87 % Dividend yield Level 2 input 0.0 % Income Taxes Deferred income taxes reflect the net tax effects, calculated at currently enacted rates, of (a) future deductible/taxable amounts attributable to events that have been recognized on a cumulative basis in the financial statements or income tax returns, and (b) operating loss and tax credit carryforwards. A valuation allowance for deferred tax assets is recorded when it is more likely than not that the benefit from the deferred tax asset will not be realized. We classify interest related to income tax liabilities and penalties as applicable, as interest expense. We recorded no penalties during the three and six months ended June 30, 2016 and 2015. Since December 2013, we have provided deferred income taxes on undistributed earnings of our foreign subsidiaries where we are not able to assert that such earnings were permanently reinvested, or otherwise could be repatriated in a tax free manner, as part of our ongoing business. As of December 31, 2015 and through the second quarter of 2016, the deferred tax liability provided on such earnings was zero due to the impairment of the underlying book investment in Petrodelta. The 15% Note was issued, for income tax purposes, with original issue discount (“OID”). OID generally is deductible for income tax purposes. However, if the debt instrument constitutes an “applicable high-yield discount obligation” (“AHYDO”) within the meaning of IRC Section 163(i)(1), then a portion of the OID likely would be non-deductible pursuant to IRC Section 163(e)(5). Our analysis of the 15% Note is that the note may be an AHYDO; consequently, a portion or all of the OID likely may be non-deductible for income tax purposes. The Internal Revenue Service (“IRS”) audited the Company’s 2013 and 2014 tax years. The audit commenced in April 2016 and the IRS informed us that it will issue a no charge report. Noncontrolling Interest Owners Changes in noncontrolling interest owners were as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Balance at beginning of period $ (1,920) $ 78,902 $ 447 $ 79,152 Contributions by noncontrolling interest owners 383 61 924 163 Net loss attributable to noncontrolling interest owners (158) (262) (3,066) (614) Balance at end of period $ (1,695) $ 78,701 $ (1,695) $ 78,701 New Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases” . It is expected to be effective for periods beginning after December 15, 2018 for public entities. Early application is permitted. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: (1) Financing leases, similar to capital leases, will require the recognition of an asset and liability, measured at the present value of the lease payments. Interest on the liability will be recognized separately from amortization of the asset. Principal repayments will be classified as financing outflows and payments of interest as operating outflows on the statement of cash flows. (2) Operating leases will also require the recognition of an asset and liability measured at the present value of the lease payments. A single lease cost, consisting of interest on the obligation and amortization of the asset, calculated such that the amortization of the asset will increase as the interest amount decreases resulting in a straight-line recognition of lease expense. All cash outflows will be classified as operating on the statement of cash flows. We do not believe the adoption of this guidance will have a material impact on our financial position, results of operations or cash flows. In March 2016, the FASB issued ASU No. 2016-06, “Derivatives and Hedging (Topic 815: Contingent Put and Call Options in Debt Instruments)”. This amendment addresses how an entity should assess whether contingent call (put) options that can accelerate the payment of debt instruments that are clearly and closely related to the debt hosts. This assessment is necessary to determine if the option(s) must be separately accounted for as a derivative. The ASU clarifies that an entity is required to assess the embedded call (put) options solely in accordance with the specific four-step decision sequence. This means entities are not also required to assess whether the contingency for exercising the option(s) is indexed to interest rates or credit risk. For example, when evaluating debt instruments puttable upon a change in control, the event triggering the change in control is not relevant to the assessment. Only the resulting settlement of debt is subject to the four-step decision sequence. The amendment is effective for public entities for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. However, if an entity early adopts the amendment in an interim period, any adjustments should be reflected as of the beginning of that fiscal year. We do not believe the adoption of this guidance will have a material impact on our financial position, results of operations or cash flows. In March 2016, the FASB issued ASU No. 2016-07, “Investments — Equity Method and Joint Ventures (Topic 323)”. This amendment simplifies the accounting for equity method of investments, the amendment in the update eliminates the requirement in Topic 323 that an entity retroactively adopt the equity method of accounting if an investment qualifies for use of the equity method as a result of an increase in the level of ownership or degree of influence. The amendment requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt equity method of accounting as of the date the investment becomes qualified for equity method accounting. The amendment in this update is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendment should be applied prospectively upon the effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Earlier application is permitted. We are currently evaluating the impact of this guidance. In March 2016, the FASB issued ASU No 2016-09, “Compensation — Stock Compensation (Topic 718)”. It introduces targeted amendments intended to simplify the accounting for stock compensation. Specifically the ASU requires all excess tax benefits and tax deficiencies to be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity also should recognize excess tax benefits, and assesses the need for a valuation allowance, regardless of whether the benefit reduces taxes payable in the current period. That is, off balance sheet accounting for net operating losses stemming from excess tax benefits would no longer be required and instead such net operating losses would be recognized, net of a valuation allowance if required, through an adjustment to opening retained earnings in the period of adoption. Entities will no longer need to maintain and track an Additional Paid In Capital pool. The ASU also requires excess tax benefits to be classified along with other income tax cash flows as an operating activity in the statement of cash flows. The amendment is effective for public entities for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. We are currently evaluating the impact of this guidance. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new guidance is related to the calculation of credit losses on financial instruments. All financial instruments not accounted for at fair value will be impacted, including our trade and partner receivables. Allowances are to be measured using a current expected credit loss model as of the reporting date which is based on historical experience, current conditions and reasonable and supportable forecasts. This is significantly different from the current model which increases the allowance when losses are probable. This change is effective for all public companies for fiscal years beginning after December 31, 2019, including interim periods within those fiscal years and will be applied with a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. We are currently evaluating the provisions of this guidance and are assessing its potential impact on our financial position, results of operations, cash flows and related disclosures. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 4 – Earnings Per Share Basic earnings per common share (“EPS”) are computed by dividing loss from continuing operations available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) (in thousands) Loss from continuing operations (a) $ (12,898) $ (25,425) $ (26,994) $ (31,042) Net loss attributable to Harvest $ (12,898) $ (25,425) $ (26,994) $ (31,042) Weighted average common shares outstanding 51,415 42,663 51,415 42,663 Weighted average common shares, diluted 51,415 42,663 51,415 42,663 Loss per share: Basic loss per share (a) $ (0.25) $ (0.60) $ (0.53) $ (0.73) Diluted loss per share (a) $ (0.25) $ (0.60) $ (0.53) $ (0.73) a) Net of net loss attributable to noncontrolling interests. During the three months ended June 30, 2016 per share calculations above exclude d 6.7 million options and 34.1 million warrants because we had a loss from continuing operations . During the three months ended June 30, 2015 per share c alculations above exclude d 3.7 million options and 36.9 million warrants because we had a loss from continuing operations. During the six months ended June 30, 2016 per share calculations above exclude d 6.9 million options and 34.1 million warrants because we had a loss from continuing operations . During six months ended June 30, 2015 per share c alculations above exclude d 4.0 million options and 36.9 million warrants because we had a loss from continuing operations. |
Investment in Affiliate
Investment in Affiliate | 6 Months Ended |
Jun. 30, 2016 | |
Investment in Affiliate [Abstract] | |
Investment in Affiliate | Note 5 – Investment in Affiliate Venezuela – Petrodelta O ur 40 percent investment in Petrodelta is owned through our subsidiary, Harvest Holding. W e continue to account for our investment in Petrodelta under the cost method as we do not exercise significant influence over the operations of Petrodelta. Under the cost method we will not recognize any equity in earnings from our investment in Petrodelta in our results of operations, but will recognize any cash dividends as income in the period they are received. The carrying value of our investment in Petrodelta at June 30, 2016 and December 31, 2015 was nil. |
Venezuela - Other
Venezuela - Other | 6 Months Ended |
Jun. 30, 2016 | |
Venezuela - Other [Abstract] | |
Venezuela - Other | Note 6 – Venezuela – Other Harvest Vinccler , S.C.A, a wholly owned subsidiary of Harvest Holding (“Harvest Vinccler”) currently assists us in the oversight of our investment in Petrodelta and in negotiations with PDVSA. Harvest Vinccler’s functional and reporting currency is the United States Dollar (“ USD ”) . They do not have currency exchange risk other than the official prevailing exchange rate that applies to their operating costs denominated in Venezuelan Bolivars (“Bolivars”). On February 10, 2015, the Ministry of Economy, Finance, and Public Banking, and the Central Bank of Venezuela (BCV) published in the Extraordinary Official Gazette No. 6.171 Exchange Agreement No.33 two Official Notices. The first notice stated that the former auction process, SICAD II, would no longer be permitted. The second notice established a new exchange rate called the Foreign Exchange Marginal System (“SIMADI”). The SIMADI’s marginal system was available in limited situations for individuals and companies to purchase and sell foreign currency via banks and exchange houses. The SIMADI marginal system had been the only exchange mechanism available to Harvest Vinccler. We successfully participated in SIMADI auctions during the three and six months ended June 30 , 2015 . Harvest Vinccler exchanged $0.08 million for both periods, and received 199.80 Bolivars per USD . On March 9, 2016, the Venezuela n government announced a new exchange agreement No. 35 (the “Exchange Agreement No. 35”). Exchange Agreement No. 35 was published in Venezuela’s Official Gazette No. 40865 dated March 9, 2016, and became effective on March 10, 2016. Exchange Agreement No. 35 will have a dual exchange rate for a controlled rate (named DIPRO) fixed at DIPRO 10 Bolivars /USD for priority goods and services and a comple mentary rate (named DICOM) starting at 206.92 Bolivars per USD for travel and other non-essential goods. During the three and six months ended June 30, 2016 , Harvest Vinccler exchanged approximately $0.1 million and $ 0.1 million, respectively, and received 486.84 Bolivars and 397.74 Bolivars per USD, respectively . The monetary assets that are exposed to exchange rate fluctuations are cash, accounts receivable, prepaid expenses and other current assets. The monetary liabilities that are exposed to exchange rate fluctuations are accounts payable, accruals, current and deferred income tax and other tax obligations and other current liabilities. All monetary assets and liabilities incurred at the DIPRO exchange rate are settled at the 10 Bolivar /USD exchange rate. At June 30, 2016 , the balances in Harvest Vinccler’s Bolivar denominated monetary assets and liabilities accounts that are exposed to exchange rate changes are 18.1 million Bolivars ( $ 0.04 million) and 31.5 million Bolivars ( $ 0.06 million), respectively. |
Gabon
Gabon | 6 Months Ended |
Jun. 30, 2016 | |
Gabon [Abstract] | |
Gabon | Note 7 – Gabon We are the operator of the Dussafu PSC with a 66.667 percent ownership interest. Located offshore Gabon, adjacent to the border with the Republic of Congo, the Dussafu PSC covers an area of 680,000 acres with water depths up to 1,650 feet. The Dussafu PSC partners and the Republic of Gabon, represented by the Ministry of Mines, Energy, Petroleum and Hydraulic Resources, entered into the third exploration phase of the Dussafu PSC with an effective date of May 28, 2012. The third exploration phase expired May 27, 2016. Expiration of the exploration phase has no effect on the discovered fields under the Exclusive Exploitation Authorization (“EEA”) as discussed below. On March 26, 2014, the joint venture partners approved a resolution that the discovered fields are commercial to exploit. On June 4, 2014, a Declaration of Commerciality (“DOC”) was signed with Gabon pertaining to four discoveries on the Dussafu Project offshore Gabon. Furthermore, on July 17, 2014, the Direction Generale Des Hydrocarbures (“DGH”) awarded an EEA for the development and exploitation of certain oil discoveries on the Dussafu Project and on October 10, 2014, the field development plan was approved. The Company has four years from the date of the EEA approval to begin production. The Company is currently assessing alternatives to farm-down or sell the Dussafu project, while weighing the liquidity requirements necessary to maintain ongoing Company operations. Operational activities during the six months ended June 30, 2016 , included continued evaluation of development plans, based on the 3D seismic data acquired in late 2013 and processed during 2014. In June 2016, the Company conducted an impairment analysis of the unproved costs of the Dussafu PSC. The significant factors that impacted the evaluation were price forecasts, drilling costs and the number of companies engaged in evaluating an investment in the property through either a farm-down or acquisition. Based on the June 2016 evaluation and our continuing operations, it is the opinion of the Company that the current carrying value is recoverable and no impairment to this Dussafu project is warranted as o f June 30, 2016 . If oil and natural gas prices continue to deteriorate or we fail to obtain adequate financing, farm-down or sell the asset, additional impairments may be required on our prospect. We also reviewed the value of our oilfield inventories that are in the country of Gabon, of which the majority is steel conductor and casing. At March 31, 2016, based on contemporaneous market prices, we impaired the value of this inventory by anoth er $0.1 million . At June 30, 2016, we determined no impairment was necessary leaving the value related to the inventory at $2.9 million. See Note 10 – Commitments and Contingencies for a discussion related to our Gabon operations. The Dussafu PSC represents $30.9 million of unproved oil and natural gas properties including inventory on our June 30, 2016 balance sheet ( $31.0 million at December 31, 2015 ). |
Debt and Financing
Debt and Financing | 6 Months Ended |
Jun. 30, 2016 | |
Debt and Financing [Abstract] | |
Debt and Financing | Note 8 – Debt and Financing As described in Note 1 – Organization , o n June 19, 2015 , we issued the CT Warrant, the 9% Note, the 15% Note and the Additional Draw N ote in connection with the Securities Purchase Agreement with CT Energy and received proceeds of $30.6 million, net of financing fees of $1.6 million. We identified embedded derivative assets and derivative liabilities in the notes and determined that the CT W arrant did not meet the required conditions to qualify for equity classification and was required to be classified as a w arrant derivative liability (see Note 9 – Warrant Derivative Liabilit y ). The estimated fair value, at issuance, of the embedded derivative asset, described below, was $2.5 million, the embedded derivative liability, described below, was $13.5 million and the warrant derivative liability was $40.0 million. In accordance with ASC 815 , the proceeds were first allocated to the fair value of the embedded derivatives and warrant, which resulted in no value being attributable to the 9% Note and the 15% Note. The following table summarizes the changes in our long-term debt due to related party, net of discount: As of June 30, Long-Term Debt 2016 (in thousands) Beginning balance - January 1, 2016 $ 214 Increase in long-term debt due to the capitalization of accrued interest 1,736 Additional borrowings under the 15% Note 3,000 Additional Draw Note borrowing 2,000 Additional Draw Note - premium 447 Accretion of discount on debt 427 $ 7,824 At June 30, 2016, t he amended face value of the 15% Note was $30.0 million. The unamortized discount of the 15% Note was $ 24.6 million at June 30, 2016 and $25.0 million at December 31, 2015. T he Company will accrete the discount over the life of the 15% N ote using the interest method. Total inter est expense for the three months ended June 30, 2016 associated with the 15% N ote from CT Energy, a related party, was $1.4 million, comprised of $1.1 million related to the stated rate of interest on the note and $0.3 million related to the accretion of the discount on the debt. Total inter est expense for the six months ended June 30, 2016 associated with the 15% N ote from CT Energy, a related party, was $ 2.5 million, comprised of $ 2.1 million related to the stated rate of interest on the note and $ 0.4 million related to the accretion of the discount on the debt. The fair value of the 15% Note at June 30, 2016 was $ 9.0 million, calculated using a Monte Carlo simulation. CT Energy has agreed to lend Harvest $2.0 million per month for up to five months at 15% interest beginning on July 19, 2016, until the earlier of the Closing or the termination of the Share Purchase Agreement. These loans will be made under the Additional Draw Note, which is discussed above under “Securities Purchase Agreement.” The outstanding principal under the Additional Draw Note is $4.0 million, consisting of $2.0 million loans by CT Energy on each on June 20, 2016 and July 19, 2016. The Company expects that the outstanding principal will increase to $6.0 million on August 19, 2016 and to $8.0 million on September 19, 2016. See Additional Note Note below for further information. 15% Note On June 19, 2015 , in connection with the transaction with CT Energy described in Note 1 – Organization , we issued the 15% Note , a five -year note in the aggregate principal amount of $25.2 million with interest that is compounded quarterly at a rate of 15% per annum and is payable quarterly on the first business day of each January, April, July and October, commencing October 1, 2015 . If by June 19, 2016, the volume weighted average price of the Company’s common stock over any consecutive 30-day period ha d not equaled or exceeded $2.50 per share, the maturity date of the 15% Note could have been extended by two years and the interest rate on the 15% Note would have been adjusted to 8.0% (the “15% Note Reset Feature”). The lending of funds under of the Additional Draw Note extended the claim date and 15% Note Reset Feature. See Additional Draw Note below for additional details. During an event of default, the outstanding principal amount bears additional interest at a rate of 2.0% per annum higher than the rate otherwise applicable. On January 4, 2016, the Company and CT Energy executed the first amendment to the 15% Note. The amendment converted the $1.0 million interest payment that would have been due and payable, less applicable withholding tax, into additional principal, such that the new principal amount of the 15% Note to $26.1 million as of January 1, 2016. On and effective April 1, 2016, the Company and CT Energy executed a second amendment to the 15% Note. The second amendment converted the $1.0 million interest payment that would have been due and payable on April 1, 2016, less applicable withholding tax, into additional principal, such that the new principal amount of the 15% Note was $27.0 million as of April 1, 2016. On May 3, 2016, the Company and CT Energy Holding executed and delivered a third amendm ent to the 15% Note. The third Amendment increased the principal amount of the 15% Note to $30.0 million to reflect an additional loan of $3.0 million by CT Energy Holding to Harvest. Additionally, the third amendment converts the $1.1 million accrued interest payment that would have been due and payable on July 1, 2016 less applicable withholding tax, into additional principal, such that the new principal amount of the 15% Note will be $30.9 million effective as of July 1, 2016. As discussed above in Note 1 – Share Purchase Agreement , $30.0 million in principal under the 15% Note will be cancelled as partial consideration upon the closing of the proposed sale of the Company’s Venezuelan interests. The Company may prepay all or a portion of the note at a prepayment price equal to a make-whole price, as of the prepayment date, with respect to the principal amount of the note being prepaid, plus accrued and unpaid interest. The make-whole price is defined as the greater of (i) 100% of such outstanding principal amount of the 15% Note and (ii) the sum of the present values as of such date of determination of (A) such outstanding principal amount of the 15% Note, assumed, for the purpose of determining the present value thereof, to be paid on the earlier of the stated maturity of this 15% Note or the date that is two years after the date of determination, and (B) all remaining payments of interest (excluding interest accrued to the prepayment date) scheduled to become due and payable after the date of determination and on or before the date that is two years after the date of determination with respect to such outstanding principal amount of the 15% Note, in the case of each of the foregoing clauses (ii)(A) and (B), computed using a discount rate equal to the Treasury Rate as of the date of determination plus 50 basis points. If an event of default occurs (other than an event of default related to certain bankruptcy events), holders of at least 25% of the outstanding principal of the 15% Note may declare the principal, premium, if any, and accrued and unpaid interest of such note immediately due and payable. If an event of default related to specified bankruptcy events occurs, an amount equal to the make-whole price for the 15% Note plus accrued and unpaid interest is immediately due and payable. We have evaluated the 15% Note Reset Feature related to the interest rate and maturity date using “ASC 815 Derivatives and Hedging”. Because the interest rate and maturity date reset are linked to achievement of a certain stock price, the feature is not considered clearly and closely related to the debt host. In addition, the interest rate at the reset date is not tied to any approximation of the expected market rate at the date of the term extension as required by ASC 815. As a result, we are accounting for the 15% Note Reset Feature as an embedded derivative asset that has been measured at fair value with current changes in fair value reflected in our consolidated condensed statements of operations and comprehensive loss. The embedded 15% Note Reset Feature in the 15% Note was valued using the ‘with’ and ‘without’ method. A Black-Derman-Toy (“BDT”) Model , which is a binomial interest rate lattice model, was used to value the 15% Note and the incremental value attributed to the embedded option was determined based on a comparison of the value of the 15% Note with the feature included and without the feature included. Key inputs into this valuation model are the U.S. Treasury rate, our credit spread and the underlying yield volatility. As part of our overall valuation process, management employs processes to evaluate and validate the methodologies, techniques and inputs, including review and approval of valuation judgments, methods, models, process controls, and results. These processes are designed to help ensure that the fair value measurements and disclosures are appropriate, consistently applied, and reliable. We estimate the yield volatility for the 15% Note based on historical daily volatility of the USD denominated Venezuela Sovereign zero coupon yield over a look back peri od of 3.97 years. The risk-free interest rate is based on the U.S. Treasury yield curve as of the valuation dates for a maturity similar to the expected remaining life of the 15% Note. The credit spread was estimated based on the option adjusted spread (“OAS”) of the Venezuelan yield over the USD Treasury yield and the implied OAS for the transaction as of the date the term sheet was signed to capture the investor’s assessment of the risk in their investment in the Company. This model requires Level 3 inputs (see Note 3 – Summary of Significant Accounting Policies, Financial Instruments and Fair Value Measurements ) which were based on our estimates of the probability and timing of potential future financings and fundamental transactions. The embedded derivative asset related to the 15% Note contains a Level 3 input related to the probability of our investor lending us additional funds or not lending us funds according to the terms of the loan agreement for the additional draws, as discussed below. We have assumed a 70 / 30 scen ario ( 50 / 50 scenario at December 31, 2015) of the draw or no draw for valuation of the embedded derivative asset. The assumptions summarized in the following table were used to calculate the fair value of the derivative asset associated with the 15% Note that was outstanding as of June 30, 2016 on our consolidated condensed balance sheet: Fair Value Hierarchy As of June 30, Level 2016 Significant assumptions (or ranges): Weighted Term (years) 3.97 Yield Volatility Level 2 input 40 % Risk-free rate Level 1 input 0.9% to 1.1 % Dividend yield Level 2 input 0.0 % Scenario probability: Claim Date extended with Stock Appreciation Date threshold met Level 3 input 59.4 % Claim Date extended with Stock Appreciation Date threshold not met Level 3 input 36.8 % Claim Date not extended with Stock Appreciation Date threshold met Level 3 input 59.4 % Claim Date not extended with Stock Appreciation Date threshold not met Level 3 input 34.2 % Scenario probability (future draws/no future draws) Level 3 input 70% / 30 % The fair value of the embedded derivative asset related to the 15% Note Reset Feature was $6.7 million at June 30, 2016 and $5.0 million at December 31, 2015. We recognized $1.7 million in changes in fair value of embedded derivative asset in our consolidated condensed statement of operations and comprehensive loss for the three and six months ended June 30, 2016 . We recognized $0.6 million in derivative expense related to this embedded derivative asset and liabilities in our consolidated condensed statement of operations and comprehensive loss for the three and six months ended June 30, 2015 . A dditional Draw Note On June 19, 2015 , in connection with the transaction with CT Energy described in Note 1 – Organization , the Company also issued the Additional Draw Note under which CT Energy may elect to provide $2.0 million of additional funds to the Company per month for up to six months following the one -year anniversary of the closing date of the transaction (up to $12.0 million in aggregate). For funds loaned under the Additional Draw Note, interest will be compounded quarterly at a rate of 15.0% per annum and will be payable quarterly on the first business day of each January, April, July and October, commencing October 1, 2016 . If by the Claim Date, the volume weighted average price of the Company’s common stock over any consecutive 30-day period has not equaled or exceeded $2.50 per share, the maturity date of the Additional Draw Note could have been extended by two years and the interest rate on the Additional Draw Note will adjust to 8.0% , ( the “ Additional Draw Note Reset Feature”) . However, while CT Energy is making the monthly $2.0 million loans under the Additional Draw Note, as CT Energy currently has committed to do under the Share Purchase Agreement, the Claim Date will be extended. During an event of default, the outstanding principal amount will bear additional interest at a rate of 2.0% per annum higher than the rate otherwise applicable. The Company may prepay all or a portion of the Additional Draw Note at a prepayment price equal to the make-whole price, as of the prepayment date, with respect to the principal amount of the Additional Draw Note being prepaid, plus accrued and unpaid interest. The make-whole price with respect to the Additional Draw Note has the same meaning described above with respect to the 15% Note. If an event of default occurs (other than an event of default related to certain bankruptcy events), holders of at least 25% of the outstanding principal of the Additional Draw Note may declare the principal, premium, if any, and accrued and unpaid interest of such note immediately due and payable. If an event of default related to specified bankruptcy events occurs, an amount equal to the make-whole price for the Additional Draw Note plus accrued and unpaid interest is immediately due and payable. As discussed above in Note 1 – Share Purchase Agreement , the outstanding principal under the Additional Draw Note is $4.0 million, consisting of loans of $2.0 million by CT Energy on each of June 20, 2016 and July 19, 2016. The Company expects that the outstanding principal will increase to $6.0 million on August 19, 2016 and to $8.0 million on September 19, 2016. Upon the closing of the proposed sale of the Company’s Venezuelan interests, the $80.0 million in cash consideration to be paid by CT Energy would be reduced by the amount of outstanding principal and accrued interest under the Additional Draw Note (and the Additional Draw Note would be cancelled). At issuance and at December 31, 2015 , we assigned no value to the Additional Draw Note or Additional Draw Note Reset Feature, as it did not at issuance meet the definition of derivative s in ASC 815 and there was no principal amount outstanding . At June 30, 2016, due to the $2.0 million loaned under the Additional Draw Note on June 20, 2016, we evaluated the Additional Draw Note Reset Feature related to the interest rate and maturity date using “ASC 815 Derivatives and Hedging”. Because the interest rate and maturity date reset are linked to achievement of a certain stock price, the feature is not considered clearly and closely related to the debt host. In addition, the interest rate at the reset date is not tied to any approximation of the expected market rate at the date of the term extension as required by ASC 815. As a result, we are accounting for the Additional Draw Note Reset Feature as an embedded derivative asset that has been measured at fair value with current changes in fair value reflected in our consolidated condensed statements of operations and comprehensive loss. The embedded Additional Draw Note Reset Feature in the Additional Draw Note was valued using the same methods and assumptions as the 15% Note Reset Feature discussed above. The fair value of the embedded derivative asset related to the Additional Draw Note Reset Featu re was $0.4 mill ion at June 30, 2016. We recognized $0.0 million for the three and six months ended June 30, 2016 in change in fair value of embedded derivative assets in our consolidated condensed statement of operations and comprehensive loss since the fair value at the inception date of June 20, 2016 for the Additional Draw Note Reset Feature approximated the fair value at June 30, 2016. |
Warrant Derivative Liability
Warrant Derivative Liability | 6 Months Ended |
Jun. 30, 2016 | |
Warrant Derivative Liability [Abstract] | |
Warrant Derivative Liability | Note 9 – Warrant Derivative Liabili ty CT Warrant On June 19, 2015, in connection with the transaction with CT Energy described in Note 1 – Organization, we issued the CT Warrant which is exercisable for 34,070,820 shares of the Company’s common stock at an initial exercise price of $1.25 per share. The CT Warrant may not be exercised until the volume weighted average price of the Company’s common stock over any consecutive 30-day period equals or exceeds $2.50 per share. The CT Warrant can be exercised at the option of the investor in cash or by effecting a reduction in the principal amount of the 15% Note (See Note 8 – Debt and Financing ). If the CT Warrant is exercised through the reduction in the principal amount of the 15% Note, the reduction will be equal to the amount obtained by multiplying the number of shares of common stock for which the CT Warrant is exercised by (i) the exercise price then in effect divided by (ii) (A) the defined make-whole price with respect to the outstanding principal amount of such 15% Note divided by (B) the outstanding principal amount of such 15% Note. The exercise price of the CT Warrant is subject to adjustment upon the occurrence of certain events, including stock issuance, dividend or stock split. In addition, the holder of the CT Warrant has certain registration rights regarding the CT Warrant and the shares of common stock issuable upon exercise of the CT Warrant. We have analyzed the CT Warrant to determine whether it should be classified as a derivative liability or equity instrument . Provisions of the CT Warrant agreement allow for a change in the exercise price of the CT Warrant upon the occurrence of certain corporate events. These exercise price adjustments incorporate variables other than those used to determine the fair value of a fixed-for-fixed forward or option on equity shares therefore the CT Warrant is not considered to be “indexed to the issuer’s own stock” and does not meet the exception from derivative treatment in ASC 815. We continue to account for the CT Warrant as a derivative which was marked to market as of June 30, 2016 . Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as the Monte Carlo model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair value, our income will reflect the volatility in these estimate and assumption changes. A Monte Carlo simulation model is used to value the CT Warrant to estimate if the Stock Appreciation Date is achieved, which is based on the average stock price over a 30 day period ( 21 trading days) reaching $2.50 . This requires Level 3 inputs (see Note 3 – Summary of Significant Accounting Policies, Financial Instruments and Fair Value Measurements ) which are fundamentally based on market data but require complex modeling. The additional modeling is required in order to simulate future stock prices, to determine whether the Stock Appreciation Date is achieved and to model the projected exercise behavior of the warrant holders. The assumptions summarized in the following table were used to calculate the fair value of the warrant derivative liability that was outstanding as of the balance sheet date presented on our consolidated condensed balance sheet: Fair Value Hierarchy As of June 30, Level 2016 Significant assumptions (or ranges): Stock price Level 1 input $ 0.84 Exercise price Level 1 input $ 1.25 Stock appreciation date price (hurdle) Level 1 input $ 2.50 Term (warrants) 1.9681 Term (Claim Date) 0.0519 Term (Claim Date extended) 0.4699 Volatility Level 2 input 135.0 % Risk-free rate (warrants) Level 1 input 0.63 % Risk-free rate (Claim Date) Level 1 input 0.37 % Risk-free rate (Claim Date extended) Level 1 input 0.41 % Dividend yield Level 2 input 0.0 % Inherent in the Monte Carlo valuation model are assumptions related to expected stock price volatility, expected life, risk-free interest rate and dividend yield. As part of our overall valuation process, management employs processes to evaluate and validate the methodologies, techniques and inputs, including review and approval of valuation judgments, methods, models, process controls, and results. These processes are designed to help ensure that the fair value measurements and disclosures are appropriate, consistently applied, and reliable. We estimate the volatility of our common stock based on historical volatility that matches the expected remaining life of the longest instrument in the transaction, seven years. The risk-free interest rate is based on the U.S. Treasury yield curve as of the valuation dates for a maturity similar to the expected remaining life of the CT Warrant. The expected life of the CT Warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which we anticipate to remain at zero. The fair value of the CT Warrant was $ 16.4 millio n at June 30, 2016 and $5.5 million at December 31, 2015. We recognized $6.9 million and $10.9 million, respectively, in change in fair value of warrant liabilit ies in our consolidated condensed statement of operations and comprehensive loss for the three and six months ended June 30, 2016 . We recognized income of $2.4 million in change in fair value of warrant liabilit ies in our consolidated condensed statement of operations and comprehensive loss for the three and six months ended June 30, 2015 . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 1 0 – Commitments and Contingencies We have various contractual commitments pertaining to leasehold, training, and development costs for the Dussafu PSC totaling $4.5 million. Under the EEA granted for the Dussafu PSC on July 17, 2014, we are required to commence production within four years of the date of grant in order to preserve our rights to production under the EEA. We expect that significant capital expenditures will be required prior to commencement of production. These work commitments are non-discretionary; however, we do have the ability to control the pace of expenditures. Under the agreements with our partner in the Dussafu PSC, we are jointly and severally liable to various third parties. As of June 30, 2016 , the gross carrying amount associated with obligations to third parties which were fixed at the end of the period was $0.1 million ( $0.3 million as of December 31, 2015 ) and is related to accounts payable to vendors, accrued expenses and withholding taxes payable to taxing authorities. As we are currently the operator for the Dussafu PSC, the gross carrying amount related to accounts payable and withholding taxes are reflected in the consolidated condensed balance sheet in accounts payable. The net amount related to other accrued expenses is reflected in accrued expenses in the con solidated condensed balance sheet. Our partners have obligations totaling $36 thousand as of June 30, 2016 ( $0.1 million as of December 31, 2015 ) to us for these liabilities. As we expect our partners will continue to meet their obligations to fund their share of expenditures, we have not recognized any additional liability related to fixed joint interest obligations attributable to our joint interest partners. The following related class action lawsuits were filed on the dates specified in the United States District Court, Southern District of Texas: John Phillips v. Harvest Natural Resources, Inc., James A. Edmiston and Stephen C. Haynes (March 22, 2013); Sang Kim v. Harvest Natural Resources, Inc., James A. Edmiston, Stephen C. Haynes, Stephen D. Chesebro’, Igor Effimoff, H. H. Hardee, Robert E. Irelan, Patrick M. Murray and J. Michael Stinson (April 3, 2013); Chris Kean v. Harvest Natural Resources, Inc., James A. Edmiston and Stephen C. Haynes (April 11, 2013); Prastitis v. Harvest Natural Resources, Inc., James A. Edmiston and Stephen C. Haynes (April 17, 2013); Alan Myers v. Harvest Natural Resources, Inc., Jame s A. Edmiston and Stephen C. Haynes (April 22, 2013); and Edward W. Walbridge and the Edward W. Walbridge Trust v. Harvest Natural Resources, Inc., James A. Edmiston and Stephen C. Haynes (April 26, 2013). The complaints allege that the Company made certain false or misleading public statements and demand that the defendants pay unspecified damages to the class action plaintiffs based on stock price declines. All of these actions have been consolidated into the John Phillips v. Harvest Natural Resources, Inc., James A. Edminston and Stephen C. Haynes (March 22, 2013) . The Company and the other named defendants have filed a motion to dismiss and intend to vigorously defend the consolidated lawsuits. We are currently unable to estimate the amount or range of any possible loss. In May 2012, Newfield Production Company (“Newfield”) filed notice pursuant to the Purchase and Sale Agreement between Harvest (US) Holdings, Inc. (“Harvest US”), a wholly owned subsidiary of Harvest, and Newfield dated March 21, 2011 (the “PSA”) of a potential environmental claim involving certain wells drilled on the Antelope Project. The claim asserts that locations constructed by Harvest US were built on, within, or otherwise impact or potentially impact wetlands and other water bodies. The notice asserts that, to the extent of potential penalties or other obligations that might result from potential violations, Harvest US must indemnify Newfield pursuant to the PSA. In June 2012, we provided Newfield with notice pursuant to the PSA (1) denying that Newfield has any right to indemnification from us, (2) alleging that any potential environmental claim related to Newfield’s notice would be an assumed liability under the PSA and (3) asserting that Newfield indemnify us pursuant to the PSA. We dispute Newfield’s claims and plan to vigorously defend against them. We are currently unable to estimate the amount or range of any possible loss. On February 27, 2015, Harvest (US) Holdings, Inc. (“Harvest US”), a wholly owned subsidiary of Harvest, Branta, LLC and Branta Exploration & Production Company, LL C filed a complaint against Newfield in the United States District Court for the District of Colorado. The plaintiffs previously sold oil and natural gas assets located in Utah’s Uinta Basin to Newfield pursuant to two Purchase and Sale Agreements, each dated March 21, 2011. In the complaint, the plaintiffs allege that, prior to the sale, Newfield breached separate confidentiality agreements with Harvest US and Branta by discussing the auction of the assets with a potential bidder for the assets, which caused the potential bidder not to participate in the auction and resulted in a depressed sales price for the assets. The complaint seeks damages and fees for breach of contract, violation of the Colorado Antitrust Act, violation of the Sherman Antitrust Act and tortious interference with a prospective business advantage. In September 2015, plaintiffs amended their complaint to add Ute Energy, LLC and Crescent Point Energy Corporation as defendants. Subsequently, plaintiffs agreed to dismiss with prejudice all claims against Ute Energy, LLC and Crescent Point Energy Corporation. On May 31, 2011, the United Kingdom branch of our subsidiary, Harvest Natural Resources, Inc. (UK), initiated a wire transfer of approximately $1.1 million ( $0.7 million net to our 66.667 percent interest) intending to pay Libya Oil Gabon S.A. (“LOGSA”) for fuel that LOGSA supplied to our subsidiary in the Netherlands, Harvest Dussafu, B.V., for the company’s drilling operations in Gabon. On June 1, 2011, our bank notified us that it had been required to block the payment in accordance with the U.S. sanctions against Libya as set forth in Executive Order 13566 of February 25, 2011, and administered by OFAC, because the payee, LOGSA, may be a blocked party under the sanctions. The bank further advised us that it could not release the funds to the payee or return the funds to us unless we obtain authorization from OFAC. On October 26, 2011, we filed an application with OFAC for return of the blocked funds to us. Until that application is approved, the funds will remain in the blocked account, and we can give no assurance when OFAC will permit the funds to be released. On April 23, 2014, we received a notice that OFAC had denied our October 26, 2011 application for the return of the blocked funds. During the year ended December 31, 2015 primarily due to the passage of time, we recorded a $0.7 million allowance for doubtful accounts to general and administrative costs associated with the blocked payment and $0.4 million receivable from our joint venture partner. On October 13, 2015, we filed a request that OFAC reconsider its decision and on March 8, 2016 OFAC denied our October 13, 2015 request for the return of blocked funds; however, the Company will continue attempts to recover the funds from OFAC. Uracoa Municipality Tax Assessments. Harvest Vinccler, a subsidiary of Harvest Holding, has received nine assessments from a tax inspector for the Uracoa municipality in which part of the Uracoa, Tucupita and Bombal fields are located as follows: · Three claims were filed in July 2004 and allege a failure to withhold for technical service payments and a failure to pay taxes on the capital fee reimbursement and related interest paid by PDVSA under the Operating Service Agreement (“OSA”). Harvest Vinccler has filed a motion with the Tax Court in Barcelona, Venezuela, to enjoin and dismiss one of the claims and has protested with the municipality the remaining claims. · Two claims were filed in July 2006 alleging the failure to pay taxes at a new rate set by the municipality. Harvest Vinccler has filed a protest with the Tax Court in Barcelona, Venezuela, on these claims. · Two claims were filed in August 2006 alleging a failure to pay taxes on estimated revenues for the second quarter of 2006 and a withholding error with respect to certain vendor payments. Harvest Holding has filed a protest with the Tax Court in Barcelona, Venezuela, on one claim and filed a protest with the municipality on the other claim. · Two claims were filed in March 2007 alleging a failure to pay taxes on estimated revenues for the third and fourth quarters of 2006. Harvest Vinccler has filed a protest with the municipality on these claims. Harvest Vinccler disputes the Uracoa tax assessments and believes it has a substantial basis for its positions based on the interpretation of the tax code by SENIAT (the Venezuelan income tax authority), as it applies to operating service agreements, Harvest Holding has filed claims in the Tax Court in Caracas against the Uracoa Municipality for the refund of all municipal taxes paid since 1997. Any potential liability for the Uracoa tax assessents would remain the responsibility of Harvest Vinccler upon the closing of the proposed sale of our Venezuelan interests. Libertador Municipality Tax Assessments. Harvest Vinccler has received five assessments from a tax inspector for the Libertador municipality in which part of the Uracoa, Tucupita and Bombal fields are located as follows: · One claim was filed in April 2005 alleging the failure to pay taxes at a new rate set by the municipality. Harvest Vinccler has filed a protest with the Mayor’s Office and a motion with the Tax Court in Barcelona, Venezuela, to enjoin and dismiss the claim. On April 10, 2008, the Tax Court suspended the case pending a response from the Mayor’s Office to the protest. If the municipality’s response is to confirm the assessment, Harvest Holding will defer to the Tax Court to enjoin and dismiss the claim. · Two claims were filed in June 2007. One claim relates to the period 2003 through 2006 and seeks to impose a tax on interest paid by PDVSA under the OSA. The second claim alleges a failure to pay taxes on estimated revenues for the third and fourth quarters of 2006. Harvest Vinccler has filed a motion with the Tax Court in Barcelona, Venezuela, to enjoin and dismiss both claims. · Two claims were filed in July 2007 seeking to impose penalties on tax assessments filed and settled in 2004. Harvest Vinccler has filed a motion with the Tax Court in Barcelona, Venezuela, to enjoin and dismiss both claims. Harvest Vinccler disputes the Libertador allegations set forth in the assessments and believes it has a substantial basis for its position. As a result of the SENIAT’s interpretation of the tax code as it applies to operating service agreements, Harvest Vinccler has filed claims in the Tax Court in Caracas against the Libertador Municipality for the refund of all municipal taxes paid since 2002. On May 4, 2012, Harvest Vinccler learned that the Political Administrative Chamber of the Supreme Court of Justice issued a decision dismissing one of Harvest Vinccler’s claims against the Libertador Municipality. Harvest Vinccler continues to believe that it has sufficient arguments to maintain its position in accordance with the Venezuelan Constitution. Harvest Vinccler plans to present a request of Constitutional Revision to the Constitutional Chamber of the Supreme Court of Justice once it is notified officially of the decision. Harvest Vinccler has not received official notification of the decision. Harvest Vinccler is unable to predict the effect of this decision on the remaining outstanding municipality claims and assessments. On January 15, 2015, HNR Finance and Harvest Vinccler S.C.A submitted a Request for Arbitration against the Government of Venezuela before the International Centre for Settlement of Investment Disputes ("ICSID") regarding HNR Finance's interest in Petrodelta. The Request for Arbitration set forth numerous claims, including (a) the failure of the Venezuelan government to approve the Company’s negotiated sale of its 51 percent interest in Harvest Holding to Petroandina on any reasonable grounds in 2013-2014, resulting in the termination of the SPA (b) the failure of the Venezuelan government to approve the Company’s previously negotiated sale of its interest in Petrodelta to PT Pertamina (Persero) on any reasonable grounds in 2012-2013, resulting in the termination of a purchase agreement entered into between HNR Energia and PT Pertamina (Persero); (c) the failure of the Venezuelan government to allow Petrodelta to pay approved and declared dividends for 2009; (d) the failure of the Venezuelan government to allow Petrodelta to approve and declare dividends since 2010, in violation of Petrodelta’s bylaws and despite Petrodelta’s positive financial results between 2010 and 2013; (e) the denial of Petrodelta’s right to fully explore the reserves within its designated areas; (f) the failure of the Venezuelan government to pay Petrodelta for all hydrocarbons sales since Petrodelta’s incorporation, recording them instead as an ongoing balance in the accounts of PDVSA, the Venezuelan government-owned oil company that controls Venezuela’s 60 percent interest in Petrodelta, and as a result disregarding Petrodelta’s managerial and financial autonomy; (g) the failure of the Venezuelan government to pay Petrodelta in US dollars for the hydrocarbons sold to PDVSA, as required under the mixed company contract; (h) interference with Petrodelta’s operations, including PDVSA’s insistence that PDVSA and its affiliates act as a supplier of materials and equipment and provider of services to Petrodelta; (i) interference with Petrodelta’s financial management, including the use of low exchange rates Bolivars/US dollars to the detriment of the Company and to the benefit of the Venezuelan government, PDVSA and its affiliates; and (j) the forced migration of the Company’s investment in Venezuela from an operating services agreement to a mixed company structure in 2007. On January 26, 2015, Petroandina, which owns a 29 percent interest in Harvest Holding, filed a complaint for breach of contract against the Company and its subsidiary HNR Energia in the Court of Chancery of the State of Delaware (“Court of Chancery”) . The complaint states that HNR Energia breached provisions of the Shareholders Agreement between Petroandina and HNR Energia, which provisions require HNR Energia to provide advance notice of, and deposit $5.0 million into an escrow account, before bringing any claim against the Venezuelan government. Under those provisions, if Petroandina so requests, an appraisal of Petroandina's 29 percent interest in Harvest Holdings must be performed, and Petroandina has the right to require HNR Energia to purchase that 29 percent interest at the appraised value. Petroandina's claim requests that, among other things, the court (a) declare that HNR Energia has breached the Shareholders' Agreement by submitting the Request for Arbitration against the Venezuelan government on January 15, 2015 (which Request for Arbitration was subsequently withdrawn without prejudice); (b) declare that the Company has breached its guaranty of HNR Energia's obligations under the Shareholders' Agreement; (c) direct the Company and HNR Energia to refrain from prosecuting any legal proceeding against the Venezuelan government (including the previously filed Request for Arbitration) until such time as they have complied with the relevant provisions of the Shareholders' Agreement; (d) award Petroandina costs and fees related to the lawsuit; and (e) award Petroandina such other relief as the court deems just and proper. On January 28, 2015, the Court of Chancery issued an injunction ordering the Company and HNR Energia to withdraw the Request for Arbitration and not take any action to pursue its claims against Venezuela until Harvest and HNR Energia have complied with the provisions of the Shareholders’ Agreement or otherwise reached an agreement with Petroandina. Accordingly, on January 28, 2015, HNR Finance B.V. and Harvest Vinccler S.C.A. withdrew without prejudice the Request for Arbitration. In the Delaware proceeding, the Company and HNR Energia have until August 23, 2016 to respond to Petroandina’s complaint. We are currently unable to estimate the amount or range of any possible loss. O n July 12, 2016 , Petro andina filed a claim against the Company and HNR Energia in the Court of Chancery of the State of Delaware alleging that, by entering into the Share Purchase Agreement with CT Energy, the Company and HNR Energia breached the Shareholders’ Agreement. Petroandina filed this claim by amending the breach of contract claim previously filed in the Chancery Court on January 26, 2015. The July 12, 2016 complaint requests that the Court of Chancery grant an injunction to prevent the Company and HNR Energia from completing the proposed transaction with CT Energy. A hearing before the Court of Chancery regarding Petroandina’s injunction request is scheduled for August 16, 2016. The Company currently is vigorously defending its right to complete the proposed transaction with CT Energy under the terms of the Share Purchase Agreement. We are a defendant in or otherwise involved in other litigation incidental to our business. In the opinion of management, there is no such incidental litigation that will have a material adverse effect on our financial condition, results of operations and cash flows. |
Operating Segments
Operating Segments | 6 Months Ended |
Jun. 30, 2016 | |
Operating Segments [Abstract] | |
Operating Segments | Note 11 – Operating Segments We regularly allocate resources to and assess the performance of our operations by segments that are organized by unique geographic and operating characteristics. The segments are organized in order to manage regional business, currency and tax related risks and opportunities. Operations included under the heading “United States” include corporate management, cash management, business development and financing activities performed in the United States and other countries, which do not meet the requirements for separate disclosure. All intersegment revenues, other income and equity earnings, expenses and receivables are eliminated in order to reconcile to consolidated totals. Corporate general and administrative and interest expenses are included in the United States segment and are not allocated to other operating segments. Segment loss and operating segment assets for prior periods have been adjusted to conform to the current presentation method in which intersegment items are eliminated from each segment’s results and assets. Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Segment Loss Attributable to Harvest Venezuela $ (258) $ (85) $ (2,820) $ (108) Gabon (213) (934) (1,023) (2,848) Indonesia — (2) — (55) United States and other (12,427) (24,404) (23,151) (28,031) Net loss attributable to Harvest (a) $ (12,898) $ (25,425) $ (26,994) $ (31,042) a) Net of net loss attributable to noncontrolling interest owners. As of June 30, As of December 31, 2016 2015 (in thousands) Operating Segment Assets Venezuela $ 115 $ 5,290 Gabon 31,259 32,710 Indonesia — 5 United States and other 11,060 9,776 Total assets $ 42,434 $ 47,781 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 1 2 – Related Party Transactions The noncontrolling interest owners in Harvest Holdings, Vinccler (currently owning 20 percent) and Petroandina (currently owning 29 percent) are both related parties of the Company. On January 4, April 1, and May 3, 2016, Harvest entered into first, second and third amendments, respectively, to the 15% Note. Each amendment eliminated an interest payment and increased the principal amount of the 15% Note by the amount of the eliminated interest payment, less applicable withholding tax of $0.1 million for January 4 and April 1, 2016 . Additionally, the third amendment also increased the principal amount of the 15% Note by $3.0 million in connection with additional funds received from CT Energy. After taking into account the third amendment, the outstanding principal amount of the 15% Note wa s $30.9 million as of July 1 , 2016. On January 4, 2016 , HNR Finance provided a loan to CT Energia in the amount of $5.2 million under an 11.0% promissory note due 2019 (the “CT Energia Note”). The purpose of the loan is to provide CT Energia with collateral to obtain funds for one or more loans to Petrodelta that is 40% owned by HNR Finance and through which Harvest’s Venezuelan oil and natural gas interests are held. The loans to Petrodelta are to assist Petrodelta in satisfying its working capital needs and discharging its obligations. Interest on the CT Energia Note is due and payable on the first of each January and July, commencing July 1, 2016 . The full amount outstanding, including any unpaid accrued interest, is due on January 4, 2019 ; however, HNR Finance’s sole recourse for payment of the principal amount of the loan is the payments of principal and interest from loans that CT Energia has made to Petrodelta. If and when CT Energia receives payments of principal or interest from loans it has made to Petrodelta, then those proceeds must be used to pay unpaid interest and principal under the CT Energia Note. No interest payments under the CT Energy note have been made as of August 8, 2016. All payments made by CT Energia to HNR Finance under the CT Energia Note must be made in U.S. Dollars. The source of funds for HNR Finance’s $5.2 million loan to CT Energia was a capital contribution from Harvest Holding, which, in return, received the same aggregate amount of capital contributions from its shareholders, pro rata according to their equity interests in Harvest Holding. Of that aggregate amount of capital contributions, HNR Energia contributed $2.6 million, which was a capital contribution from Harvest. The Management Agreement the Company entered into with CT Energia also makes CT Energia a related party. During the three months ended March 31, 2016, we recorded a $5.2 million allowance to fully reserve the CT Energia Note due to concerns related to the continued deteriorating economic conditions in Venezuela and our assessment relating to the probability that the CT Energia Note will be collected and we are not accruing interest on this note receivable. On June 20, 2016, CT Energy, loaned $2.0 million to the Company, pursuant to the Additional Draw Note. As previously disclosed, Harvest sold the Additional Draw Note to CT Energy pursuant to Securities Purchase Agreement. The Securities Purchase Agreement provides that CT Energy can elect to loan, under the Additional Draw Note, $2.0 million to Harvest per month for up to six months beginning on June 20, 2016. The June 20, 2016 loan is, and any additional loans under the Additional Draw Note will be, secured by substantially all of the Harvest’s assets, including equity in certain of Harvest’s subsidiaries, as further described in the security agreement that was executed in connection with the Securities Purchase Agreement. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated condensed financial statements include the accounts of all wholly-owned and majority-owned subsidiaries. All intercompany profits, transactions and balances have been eliminated. Third-party interests in our majority-owned subsidiaries are presented as noncontrolling interests owners. |
Reclassifications | Reclassifications Certain reclassifications have been made to prior period amounts to conform to the current period presentation. These reclassifications did not affect our consolidated condensed financial results. |
Note Receivable | Note Receivable A loan is considered impaired if it is probable, based on current information and events, that the Company will be unable to collect all amounts due according to the contractual terms of the loan. Loans are reviewed for impairment and include loans that are past due, non-performing or in bankruptcy. Recognition of interest income is suspended and the loan is placed on non-accrual status when management determines that collection of future interest income is not probable. Accrual is resumed, and previously suspended interest income is recognized, when the loan becomes contractually current and/or collection doubts are removed. Cash receipts on impaired loans are recorded first against the receivable and then to any unrecognized interest income. |
Investment in Affiliate | Investment in Affiliate We are accounting for our investment in Petrodelta under Accounting Standards Codification (“ASC”) 325 – Investments – Other (the “cost method”). Under the cost method we will not recognize any equity in earnings from our investment in Petrodelta in our results of operations, but will recognize any cash dividends in the period they are received. As of December 31, 2015, we fully impaired the carrying value of our investment in Petrodelta. See Note 5 – Investment in Affiliate for further information. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Other important significant estimates are those included in the valuation of our assets and liabilities that are recorded at fair value on a recurring and non-recurring basis. Actual results could differ from those estimates. |
Oil and Natural Gas Properties | Oil and Natural Gas Properties The major components of property and equipment are as follows: As of June 30, As of December 31, 2016 2015 (in thousands) Unproved property costs - Dussafu PSC $ 28,045 $ 28,000 Oilfield inventories 2,878 3,006 Other administrative property 3,176 2,937 Total property and equipment 34,099 33,943 Accumulated depreciation (2,533) (2,482) Total property and equipment, net $ 31,566 $ 31,461 |
Other Administrative Property | Other Administrative Property Furniture, fixtures and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives, which range from three to five years. Leasehold improvements are recorded at cost and amortized using the straight-line method over the life of the applicable lease. For the three and six months ended June 30, 2016 , depreciation expense was $ 14 thousand and $40 thousand, respectively. For the three and six months ended June 30, 2015 , depreciation expense was $ 27 thousand and $56 thousand, respectively. |
Other Assets | Other Assets Other assets at June 30, 2016 and December 31, 2015 include deposits and retainers. During 2015 we fully reserved the $1.1 million blocked payment related to our drilling operations in Gabon. The payment was blocked in accordance with the U.S. sanctions against Libya as set forth in Executive Order 13566 of February 25, 2011, and administered by the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”). See Note 10 – Commitments and Contingencies . At December 31, 2015, we recorded an allowance for doubtful accounts of $0.7 million and the remaining balance of the blocked payment was reclassified to a receivable from our joint venture partners for $0.4 million. |
Capitalized Interest | Capitalized Interest We capitalize interest costs for qualifying oil and natural gas properties. The capitalization period begins when expenditures are incurred on qualified properties, activities begin which are necessary to prepare the property for production and interest costs have been incurred. The capitalization period continues as long as these events occur. The average additions for the period are used in the interest capitalization calculation. During the three and six months ended June 30, 2016 and 2015, we did not capitalize interest costs due to insufficient on-going activity related to our oil and natural gas activities. |
Fair Value Measurements | Fair Value Measurements We measure and disclose our fair values in accordance with the provisions of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and establishes a three-level hierarchy, which encourages an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the hierarchy are defined as follows: · Level 1 – Inputs to the valuation techniques that are quoted prices in active markets for identical assets or liabilities. · Level 2 – Inputs to the valuation techniques that are other than quoted prices but are observable for the assets or liabilities, either directly or indirectly. · Level 3 – Inputs to the valuation techniques that are unobservable for the assets or liabilities. Financial instruments, which potentially subject us to concentrations of credit risk, are primarily cash and cash equivalents, accounts receivable, stock appreciation rights (“SARs”), restricted stock units (“RSUs”), debt, embedded derivatives and warrant derivative liability. We maintain cash and cash equivalents in bank deposit accounts with commercial banks, which at times may exceed the federally insured limits. We have not experienced any losses from such investments. Concentrations of credit risk with respect to accounts receivable are limited due to the nature of our receivables. In the normal course of business, collateral is not required for financial instruments with credit risk. The estimated fair value of cash and cash equivalents and accounts receivable, prepaid costs, accounts payable, accrued expenses and other current liabilities approximate their carrying value due to their short-term nature (Level 1). The following tables set forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value as of June 30, 2016 and December 31, 2015 . During the year ended December 31, 2015, we impaired the carrying value of our Dussafu project in Gabon by $23.2 million and our investment in affiliate by $164.7 million. See Note 5 – Investment in Affiliate and Note 7 – Gabon for more information. As of June 30, 2016 Level 1 Level 2 Level 3 Total (in thousands) Recurring Assets: Embedded derivative asset - 15% Note $ — $ — $ 6,697 $ 6,697 Embedded derivative asset - Additional Draw Note — — 447 447 $ — $ — $ 7,144 $ 7,144 Liabilities: SARs liability $ — $ 93 $ 241 $ 334 RSUs liability — 520 — 520 Warrant derivative liability — — 16,417 16,417 $ — $ 613 $ 16,658 $ 17,271 As of December 31, 2015 Level 1 Level 2 Level 3 Total (in thousands) Non recurring Assets: Dussafu PSC $ — $ — $ 28,000 $ 28,000 $ — $ — $ 28,000 $ 28,000 Recurring Assets: Embedded derivative asset $ — $ — $ 5,010 $ 5,010 $ — $ — $ 5,010 $ 5,010 Liabilities: SARs liability $ — $ 46 $ 50 $ 96 RSUs liability — 174 — 174 Warrant derivative liability — — 5,503 5,503 $ — $ 220 $ 5,553 $ 5,773 As of June 30, 2016 , the fair value of our liability awards included $ 0.3 million for our SARs and $ 0.5 million for the RSUs both of which were recorded in accrued expenses. As of December 31, 2015 , the fair value of our liability awards included $ 0.1 million for our SARs which were recorded in accrued expenses and $ 0.2 million for our RSUs which were recorded in accrued expenses and other long-term liabilities. Derivative Financial Instruments As required by ASC 820, a financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. See Note 9 – Warrant Derivative Liability for a description and discussion of our warrant derivative liability as well as a description of the valuation models and inputs used to calculate the fair value. See Note 8 – Debt and Financing for a description and discussion of our embedded derivatives related to our 15% Note as well as a description of the valuation models and inputs used to calculate the fair value. All of our embedded derivatives and warrants are classified as Level 3 within the fair value hierarchy. Changes in Level 3 Instruments Measured at Fair Value on a Recurring Basis The following table provides a reconciliation of financial liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Financial assets - embedded derivative asset: Beginning balance $ 5,001 $ — $ 5,010 $ — Additions 447 2,504 447 2,504 Change in fair value 1,696 123 1,687 123 Ending balance $ 7,144 $ 2,627 $ 7,144 $ 2,627 Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Financial liabilities - embedded derivative liability: Beginning balance $ — $ — $ — $ — Additions - fair value at issuance — 13,449 — 13,449 Change in fair value — (434) — (434) Ending balance $ — $ 13,015 $ — $ 13,015 Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Financial liabilities - warrant derivative liability: Beginning balance $ 9,564 $ — $ 5,503 $ — Additions — 40,013 — 40,013 Change in fair value 6,853 (2,418) 10,914 (2,418) Ending balance $ 16,417 $ 37,595 $ 16,417 $ 37,595 Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Financial liabilities - stock appreciation rights Beginning balance $ 120 $ — $ 50 $ — Change in fair value 121 — 191 — Ending balance $ 241 $ — $ 241 $ — During three and six months ended June 30, 2016 and 2015, no transfers were made between Level 1, Level 2 and Level 3 liabilities or investments. |
Share-Based Compensation | Share-Based Compensation We use the fair value based method of accounting for share-based compensation. We utilized the Black-Scholes option pricing model to measure the fair value of stock options and SARs on their grant dates in years prior to 2015. Restricted stock and RSUs were measured at their fair values. During 2015, we issued options, SARs and RSUs with an additional market condition. To fair value these awards, we utilized a Monte Carlo simulation. The following table is a summary of compensation expense recorded in general and administrative expense in our consolidated condensed statements of operations and comprehensive loss by type of awards: Six Months Ended June 30, Employee Stock-Based Compensation 2016 2015 (in thousands) Equity based awards: Stock options $ 1,113 $ 920 Restricted stock 68 68 RSUs 149 — Total expense related to equity based awards 1,330 988 Liability based awards: SARs 238 277 RSUs 346 226 Total expense related to liability based awards 584 503 Total compensation expense $ 1,914 $ 1,491 The assumptions summarized in the following table were used to calculate the fair value of the SARs classified as Level 3 instruments that were outstanding as of the balance sheet date: Fair Value Hierarchy As of June 30, Level 2016 Significant assumptions (or ranges): Exercise price Level 1 input $ 1.13 Threshold price Level 1 input $ 2.50 Suboptimal exercise factor Level 3 input 2.5 Term (years) Level 1 input 4.06 Volatility Level 2 input 110.0 % Risk-free rate Level 1 input 0.87 % Dividend yield Level 2 input 0.0 % |
Income Taxes | Income Taxes Deferred income taxes reflect the net tax effects, calculated at currently enacted rates, of (a) future deductible/taxable amounts attributable to events that have been recognized on a cumulative basis in the financial statements or income tax returns, and (b) operating loss and tax credit carryforwards. A valuation allowance for deferred tax assets is recorded when it is more likely than not that the benefit from the deferred tax asset will not be realized. We classify interest related to income tax liabilities and penalties as applicable, as interest expense. We recorded no penalties during the three and six months ended June 30, 2016 and 2015. Since December 2013, we have provided deferred income taxes on undistributed earnings of our foreign subsidiaries where we are not able to assert that such earnings were permanently reinvested, or otherwise could be repatriated in a tax free manner, as part of our ongoing business. As of December 31, 2015 and through the second quarter of 2016, the deferred tax liability provided on such earnings was zero due to the impairment of the underlying book investment in Petrodelta. The 15% Note was issued, for income tax purposes, with original issue discount (“OID”). OID generally is deductible for income tax purposes. However, if the debt instrument constitutes an “applicable high-yield discount obligation” (“AHYDO”) within the meaning of IRC Section 163(i)(1), then a portion of the OID likely would be non-deductible pursuant to IRC Section 163(e)(5). Our analysis of the 15% Note is that the note may be an AHYDO; consequently, a portion or all of the OID likely may be non-deductible for income tax purposes. The Internal Revenue Service (“IRS”) audited the Company’s 2013 and 2014 tax years. The audit commenced in April 2016 and the IRS informed us that it will issue a no charge report. |
Noncontrolling Interest Owners | Noncontrolling Interest Owners Changes in noncontrolling interest owners were as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Balance at beginning of period $ (1,920) $ 78,902 $ 447 $ 79,152 Contributions by noncontrolling interest owners 383 61 924 163 Net loss attributable to noncontrolling interest owners (158) (262) (3,066) (614) Balance at end of period $ (1,695) $ 78,701 $ (1,695) $ 78,701 |
New Accounting Pronouncements | New Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases” . It is expected to be effective for periods beginning after December 15, 2018 for public entities. Early application is permitted. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: (1) Financing leases, similar to capital leases, will require the recognition of an asset and liability, measured at the present value of the lease payments. Interest on the liability will be recognized separately from amortization of the asset. Principal repayments will be classified as financing outflows and payments of interest as operating outflows on the statement of cash flows. (2) Operating leases will also require the recognition of an asset and liability measured at the present value of the lease payments. A single lease cost, consisting of interest on the obligation and amortization of the asset, calculated such that the amortization of the asset will increase as the interest amount decreases resulting in a straight-line recognition of lease expense. All cash outflows will be classified as operating on the statement of cash flows. We do not believe the adoption of this guidance will have a material impact on our financial position, results of operations or cash flows. In March 2016, the FASB issued ASU No. 2016-06, “Derivatives and Hedging (Topic 815: Contingent Put and Call Options in Debt Instruments)”. This amendment addresses how an entity should assess whether contingent call (put) options that can accelerate the payment of debt instruments that are clearly and closely related to the debt hosts. This assessment is necessary to determine if the option(s) must be separately accounted for as a derivative. The ASU clarifies that an entity is required to assess the embedded call (put) options solely in accordance with the specific four-step decision sequence. This means entities are not also required to assess whether the contingency for exercising the option(s) is indexed to interest rates or credit risk. For example, when evaluating debt instruments puttable upon a change in control, the event triggering the change in control is not relevant to the assessment. Only the resulting settlement of debt is subject to the four-step decision sequence. The amendment is effective for public entities for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. However, if an entity early adopts the amendment in an interim period, any adjustments should be reflected as of the beginning of that fiscal year. We do not believe the adoption of this guidance will have a material impact on our financial position, results of operations or cash flows. In March 2016, the FASB issued ASU No. 2016-07, “Investments — Equity Method and Joint Ventures (Topic 323)”. This amendment simplifies the accounting for equity method of investments, the amendment in the update eliminates the requirement in Topic 323 that an entity retroactively adopt the equity method of accounting if an investment qualifies for use of the equity method as a result of an increase in the level of ownership or degree of influence. The amendment requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt equity method of accounting as of the date the investment becomes qualified for equity method accounting. The amendment in this update is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendment should be applied prospectively upon the effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Earlier application is permitted. We are currently evaluating the impact of this guidance. In March 2016, the FASB issued ASU No 2016-09, “Compensation — Stock Compensation (Topic 718)”. It introduces targeted amendments intended to simplify the accounting for stock compensation. Specifically the ASU requires all excess tax benefits and tax deficiencies to be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity also should recognize excess tax benefits, and assesses the need for a valuation allowance, regardless of whether the benefit reduces taxes payable in the current period. That is, off balance sheet accounting for net operating losses stemming from excess tax benefits would no longer be required and instead such net operating losses would be recognized, net of a valuation allowance if required, through an adjustment to opening retained earnings in the period of adoption. Entities will no longer need to maintain and track an Additional Paid In Capital pool. The ASU also requires excess tax benefits to be classified along with other income tax cash flows as an operating activity in the statement of cash flows. The amendment is effective for public entities for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. We are currently evaluating the impact of this guidance. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new guidance is related to the calculation of credit losses on financial instruments. All financial instruments not accounted for at fair value will be impacted, including our trade and partner receivables. Allowances are to be measured using a current expected credit loss model as of the reporting date which is based on historical experience, current conditions and reasonable and supportable forecasts. This is significantly different from the current model which increases the allowance when losses are probable. This change is effective for all public companies for fiscal years beginning after December 31, 2019, including interim periods within those fiscal years and will be applied with a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. We are currently evaluating the provisions of this guidance and are assessing its potential impact on our financial position, results of operations, cash flows and related disclosures. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Major Components of Property and Equipment | As of June 30, As of December 31, 2016 2015 (in thousands) Unproved property costs - Dussafu PSC $ 28,045 $ 28,000 Oilfield inventories 2,878 3,006 Other administrative property 3,176 2,937 Total property and equipment 34,099 33,943 Accumulated depreciation (2,533) (2,482) Total property and equipment, net $ 31,566 $ 31,461 |
Schedule of Fair Value Hierarchy of Financial Assets and Liabilities | As of June 30, 2016 Level 1 Level 2 Level 3 Total (in thousands) Recurring Assets: Embedded derivative asset - 15% Note $ — $ — $ 6,697 $ 6,697 Embedded derivative asset - Additional Draw Note — — 447 447 $ — $ — $ 7,144 $ 7,144 Liabilities: SARs liability $ — $ 93 $ 241 $ 334 RSUs liability — 520 — 520 Warrant derivative liability — — 16,417 16,417 $ — $ 613 $ 16,658 $ 17,271 As of December 31, 2015 Level 1 Level 2 Level 3 Total (in thousands) Non recurring Assets: Dussafu PSC $ — $ — $ 28,000 $ 28,000 $ — $ — $ 28,000 $ 28,000 Recurring Assets: Embedded derivative asset $ — $ — $ 5,010 $ 5,010 $ — $ — $ 5,010 $ 5,010 Liabilities: SARs liability $ — $ 46 $ 50 $ 96 RSUs liability — 174 — 174 Warrant derivative liability — — 5,503 5,503 $ — $ 220 $ 5,553 $ 5,773 |
Reconciliation of Financial Assets Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Financial assets - embedded derivative asset: Beginning balance $ 5,001 $ — $ 5,010 $ — Additions 447 2,504 447 2,504 Change in fair value 1,696 123 1,687 123 Ending balance $ 7,144 $ 2,627 $ 7,144 $ 2,627 |
Reconciliation of Financial Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Financial liabilities - embedded derivative liability: Beginning balance $ — $ — $ — $ — Additions - fair value at issuance — 13,449 — 13,449 Change in fair value — (434) — (434) Ending balance $ — $ 13,015 $ — $ 13,015 Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Financial liabilities - warrant derivative liability: Beginning balance $ 9,564 $ — $ 5,503 $ — Additions — 40,013 — 40,013 Change in fair value 6,853 (2,418) 10,914 (2,418) Ending balance $ 16,417 $ 37,595 $ 16,417 $ 37,595 Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Financial liabilities - stock appreciation rights Beginning balance $ 120 $ — $ 50 $ — Change in fair value 121 — 191 — Ending balance $ 241 $ — $ 241 $ — |
Summary of Compensation Expense | Six Months Ended June 30, Employee Stock-Based Compensation 2016 2015 (in thousands) Equity based awards: Stock options $ 1,113 $ 920 Restricted stock 68 68 RSUs 149 — Total expense related to equity based awards 1,330 988 Liability based awards: SARs 238 277 RSUs 346 226 Total expense related to liability based awards 584 503 Total compensation expense $ 1,914 $ 1,491 |
Schedule of Fair Value of SARs Classified as Level 3 | Fair Value Hierarchy As of June 30, Level 2016 Significant assumptions (or ranges): Exercise price Level 1 input $ 1.13 Threshold price Level 1 input $ 2.50 Suboptimal exercise factor Level 3 input 2.5 Term (years) Level 1 input 4.06 Volatility Level 2 input 110.0 % Risk-free rate Level 1 input 0.87 % Dividend yield Level 2 input 0.0 % |
Schedule of Changes in Noncontrolling Interest Owners | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Balance at beginning of period $ (1,920) $ 78,902 $ 447 $ 79,152 Contributions by noncontrolling interest owners 383 61 924 163 Net loss attributable to noncontrolling interest owners (158) (262) (3,066) (614) Balance at end of period $ (1,695) $ 78,701 $ (1,695) $ 78,701 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) (in thousands) Loss from continuing operations (a) $ (12,898) $ (25,425) $ (26,994) $ (31,042) Net loss attributable to Harvest $ (12,898) $ (25,425) $ (26,994) $ (31,042) Weighted average common shares outstanding 51,415 42,663 51,415 42,663 Weighted average common shares, diluted 51,415 42,663 51,415 42,663 Loss per share: Basic loss per share (a) $ (0.25) $ (0.60) $ (0.53) $ (0.73) Diluted loss per share (a) $ (0.25) $ (0.60) $ (0.53) $ (0.73) a) Net of net loss attributable to noncontrolling interests. |
Debt and Financing (Tables)
Debt and Financing (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt and Financing [Abstract] | |
Schedule of Long-Term Debt Due to Related Party, Net of Discount | As of June 30, Long-Term Debt 2016 (in thousands) Beginning balance - January 1, 2016 $ 214 Increase in long-term debt due to the capitalization of accrued interest 1,736 Additional borrowings under the 15% Note 3,000 Additional Draw Note borrowing 2,000 Additional Draw Note - premium 447 Accretion of discount on debt 427 $ 7,824 |
Schedule of Fair Value of Derivative Asset | Fair Value Hierarchy As of June 30, Level 2016 Significant assumptions (or ranges): Weighted Term (years) 3.97 Yield Volatility Level 2 input 40 % Risk-free rate Level 1 input 0.9% to 1.1 % Dividend yield Level 2 input 0.0 % Scenario probability: Claim Date extended with Stock Appreciation Date threshold met Level 3 input 59.4 % Claim Date extended with Stock Appreciation Date threshold not met Level 3 input 36.8 % Claim Date not extended with Stock Appreciation Date threshold met Level 3 input 59.4 % Claim Date not extended with Stock Appreciation Date threshold not met Level 3 input 34.2 % Scenario probability (future draws/no future draws) Level 3 input 70% / 30 % |
Warrant Derivative Liability (T
Warrant Derivative Liability (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Warrant Derivative Liability [Abstract] | |
Schedule of Fair Value of Warrant Derivative Liability | Fair Value Hierarchy As of June 30, Level 2016 Significant assumptions (or ranges): Stock price Level 1 input $ 0.84 Exercise price Level 1 input $ 1.25 Stock appreciation date price (hurdle) Level 1 input $ 2.50 Term (warrants) 1.9681 Term (Claim Date) 0.0519 Term (Claim Date extended) 0.4699 Volatility Level 2 input 135.0 % Risk-free rate (warrants) Level 1 input 0.63 % Risk-free rate (Claim Date) Level 1 input 0.37 % Risk-free rate (Claim Date extended) Level 1 input 0.41 % Dividend yield Level 2 input 0.0 % |
Operating Segments (Tables)
Operating Segments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Operating Segments [Abstract] | |
Schedule of Segment Loss Attributable to Harvest | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Segment Loss Attributable to Harvest Venezuela $ (258) $ (85) $ (2,820) $ (108) Gabon (213) (934) (1,023) (2,848) Indonesia — (2) — (55) United States and other (12,427) (24,404) (23,151) (28,031) Net loss attributable to Harvest (a) $ (12,898) $ (25,425) $ (26,994) $ (31,042) a) Net of net loss attributable to noncontrolling interest owners. |
Schedule of Operating Segment Assets | As of June 30, As of December 31, 2016 2015 (in thousands) Operating Segment Assets Venezuela $ 115 $ 5,290 Gabon 31,259 32,710 Indonesia — 5 United States and other 11,060 9,776 Total assets $ 42,434 $ 47,781 |
Organization (Details)
Organization (Details) | Jul. 19, 2016USD ($) | Jun. 30, 2016USD ($)property$ / sharesshares | Jun. 30, 2015USD ($) | Sep. 19, 2016USD ($) | Aug. 19, 2016USD ($) | Jul. 01, 2016USD ($) | Apr. 01, 2016USD ($) | Jan. 04, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 19, 2015USD ($) |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Gross proceeds from sale of securities | $ 5,000,000 | $ 33,500,000 | ||||||||
Accrued interest | 1,084,000 | $ 954,000 | ||||||||
Reserve for note receivable | $ 5,160,000 | |||||||||
CT Energy [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Ownership percentage | 16.80% | |||||||||
Gross proceeds from sale of securities | $ 32,200,000 | |||||||||
Cash consideration | $ 80,000,000 | |||||||||
Termination fee | $ 4,600,000 | |||||||||
Harvest Holding [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Ownership percentage | 51.00% | |||||||||
Harvest Holding [Member] | Vinccler [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Ownership interest held by noncontrolling interest owners | 20.00% | |||||||||
Harvest Holding [Member] | Petroandina [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Ownership interest held by noncontrolling interest owners | 29.00% | |||||||||
HNR Finance [Member] | Harvest Holding [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Ownership percentage | 100.00% | |||||||||
Petrodelta [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Ownership percentage | 40.00% | |||||||||
Number of oil fields | property | 6 | |||||||||
Indirect ownership percentage | 20.40% | |||||||||
Petrodelta [Member] | HNR Finance [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Ownership percentage | 40.00% | |||||||||
Petrodelta [Member] | CVP [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Ownership percentage | 56.00% | |||||||||
Petrodelta [Member] | PDVSA [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Ownership percentage | 4.00% | |||||||||
CVP And PDVSA [Member] | PDVSA [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Ownership percentage | 100.00% | |||||||||
Harvest Vinccler [Member] | CT Energy [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Ownership percentage | 51.00% | |||||||||
Senior Note [Member] | CT Energy [Member] | 15% Note [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Issuance date | Jun. 19, 2015 | |||||||||
Gross proceeds from sale of securities | $ 3,000,000 | |||||||||
Promissory note | $ 30,000,000 | $ 27,000,000 | $ 26,100,000 | $ 25,200,000 | ||||||
Debt term | 5 years | |||||||||
Interest rate | 15.00% | |||||||||
Commencement date of quarterly interest payment | Oct. 1, 2015 | |||||||||
Threshold price per share | $ / shares | $ 2.50 | |||||||||
Cancellation of debt | $ 30,000,000 | |||||||||
Senior Note [Member] | CT Energy [Member] | Additional Draw Note [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Issuance date | Jun. 19, 2015 | |||||||||
Gross proceeds from sale of securities | $ 2,000,000 | |||||||||
Debt term | 5 years | |||||||||
Interest rate | 15.00% | |||||||||
Commencement date of quarterly interest payment | Oct. 1, 2016 | |||||||||
Threshold price per share | $ / shares | $ 2.50 | |||||||||
Potential additional periodic borrowing availability | $ 2,000,000 | |||||||||
Period additional draw may be utilized | 6 months | |||||||||
Period after transaction additional funds become available | 1 year | |||||||||
Potential additional borrowing availability | $ 12,000,000 | |||||||||
Convertible Senior Note [Member] | 9% Note [Member] | CT Energy [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Issuance date | Jun. 19, 2015 | |||||||||
Debt term | 5 years | |||||||||
Convertible senior secured note | $ 7,000,000 | |||||||||
Interest rate | 9.00% | |||||||||
Accrued interest | $ 100,000 | |||||||||
Common stock converted from convertible senior secured note | shares | 8,667,597 | |||||||||
Conversion price per share | $ / shares | $ 0.82 | |||||||||
Percentage of outstanding shares | 16.80% | |||||||||
Irrevocable Standby Letter Of Credit [Member] | CT Energy [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Face amount | $ 15,000,000 | |||||||||
Warrants [Member] | CT Energy [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Shares issuable upon warrant conversion | shares | 34,070,820 | |||||||||
Warrant exercise price per share | $ / shares | $ 1.25 | |||||||||
Threshold price per share | $ / shares | $ 2.50 | |||||||||
Note Receivable [Member] | 11% Note [Member] | CT Energy [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Debt term | 6 months | |||||||||
Interest rate | 11.00% | |||||||||
Promissory note | $ 12,000,000 | |||||||||
Note Receivable [Member] | CT Energia Note [Member] | CT Energia [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Issuance date | Jan. 4, 2016 | |||||||||
Commencement date of quarterly interest payment | Jul. 1, 2016 | |||||||||
Interest rate | 11.00% | |||||||||
Promissory note | $ 5,200,000 | |||||||||
Maturity date | Jan. 4, 2019 | |||||||||
Interest payments | $ 0 | |||||||||
Aggregate amount of capital contributions | $ 2,600,000 | |||||||||
Trigger Price Not Met [Member] | Senior Note [Member] | CT Energy [Member] | 15% Note [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Interest rate | 8.00% | |||||||||
Trigger Price Not Met [Member] | Senior Note [Member] | CT Energy [Member] | Additional Draw Note [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Interest rate | 8.00% | |||||||||
Forecast [Member] | Senior Note [Member] | CT Energy [Member] | Additional Draw Note [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Promissory note | $ 8,000,000 | $ 6,000,000 | ||||||||
Subsequent Event [Member] | Senior Note [Member] | CT Energy [Member] | 15% Note [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Promissory note | $ 30,900,000 | |||||||||
Subsequent Event [Member] | Senior Note [Member] | CT Energy [Member] | Additional Draw Note [Member] | ||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||
Gross proceeds from sale of securities | $ 2,000,000 | |||||||||
Promissory note | $ 4,000,000 |
Liquidity (Details)
Liquidity (Details) - USD ($) | Jul. 19, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 19, 2016 | Aug. 19, 2016 | Jul. 01, 2016 | Apr. 01, 2016 | Jan. 04, 2016 | Jun. 19, 2015 |
Debt Instrument [Line Items] | |||||||||
Additional borrowings | $ 5,000,000 | $ 33,500,000 | |||||||
Capitalized interest payments | $ 1,736,000 | ||||||||
CT Energy [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Additional borrowings | $ 32,200,000 | ||||||||
CT Energy [Member] | 15% Note [Member] | Senior Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 15.00% | ||||||||
Additional borrowings | $ 3,000,000 | ||||||||
Promissory note | $ 30,000,000 | $ 27,000,000 | $ 26,100,000 | $ 25,200,000 | |||||
CT Energy [Member] | Additional Draw Note [Member] | Senior Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 15.00% | ||||||||
Additional borrowings | $ 2,000,000 | ||||||||
CT Energy [Member] | Forecast [Member] | Additional Draw Note [Member] | Senior Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Promissory note | $ 8,000,000 | $ 6,000,000 | |||||||
Subsequent Event [Member] | CT Energy [Member] | 15% Note [Member] | Senior Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Promissory note | $ 30,900,000 | ||||||||
Subsequent Event [Member] | CT Energy [Member] | Additional Draw Note [Member] | Senior Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Additional borrowings | $ 2,000,000 | ||||||||
Promissory note | $ 4,000,000 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Depreciation expense | $ 14 | $ 27 | $ 40 | $ 56 | |
Allowance for doubtful accounts | 700 | 700 | $ 700 | ||
Receivable from joint venture partners | 400 | ||||
Capitalized interest costs | 0 | 0 | 0 | 0 | |
Income tax penalties | 0 | $ 0 | 0 | $ 0 | |
Deferred tax liability on undistributed earnings of foreign subsidiaries | 0 | 0 | 0 | ||
CT Energy [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Reserve for payment | 4,600 | 4,600 | |||
Stock Appreciation Rights [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Obligations | 334 | 334 | 96 | ||
Restricted Stock Units [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Obligations | $ 520 | 520 | 174 | ||
Dussafu PSC [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Reserve for payment | 1,100 | ||||
Impairment of oil and natural gas property | $ 0 | 23,200 | |||
Furniture, Fixtures and Equipment [Member] | Minimum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 3 years | ||||
Furniture, Fixtures and Equipment [Member] | Maximum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 5 years | ||||
Senior Note [Member] | 15% Note [Member] | CT Energy [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Interest rate | 15.00% | 15.00% | |||
Petrodelta [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Impairment of investment in affiliate | $ 164,700 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Major Components of Property and Equipment) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Summary of Significant Accounting Policies [Abstract] | ||
Unproved property costs - Dussafu PSC | $ 28,045 | $ 28,000 |
Oilfield inventories | 2,878 | 3,006 |
Other administrative property | 3,176 | 2,937 |
Total property and equipment | 34,099 | 33,943 |
Accumulated depreciation | (2,533) | (2,482) |
TOTAL PROPERTY AND EQUIPMENT, net | $ 31,566 | $ 31,461 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Schedule of Fair Value Hierarchy of Financial Assets and Liabilities) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Dussafu PSC | $ 28,045 | $ 28,000 |
Assets, fair value | 28,000 | |
Derivative assets | 7,144 | 5,010 |
Assets, fair value | 7,144 | 5,010 |
Derivative liabilities | 16,417 | 5,503 |
Liabilities, fair value | 17,271 | 5,773 |
Stock Appreciation Rights [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations | 334 | 96 |
Restricted Stock Units [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations | 520 | 174 |
Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 16,417 | 5,503 |
Embedded Derivative Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 5,010 | |
Level 1 [Member] | Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Dussafu PSC | ||
Assets, fair value | ||
Level 1 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value | ||
Liabilities, fair value | ||
Level 1 [Member] | Recurring [Member] | Stock Appreciation Rights [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations | ||
Level 1 [Member] | Recurring [Member] | Restricted Stock Units [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations | ||
Level 1 [Member] | Recurring [Member] | Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | ||
Level 1 [Member] | Recurring [Member] | Embedded Derivative Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | ||
Level 2 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 613 | 220 |
Level 2 [Member] | Recurring [Member] | Stock Appreciation Rights [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations | 93 | 46 |
Level 2 [Member] | Recurring [Member] | Restricted Stock Units [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations | 520 | 174 |
Level 3 [Member] | Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Dussafu PSC | 28,000 | |
Assets, fair value | 28,000 | |
Level 3 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value | 7,144 | 5,010 |
Liabilities, fair value | 16,658 | 5,553 |
Level 3 [Member] | Recurring [Member] | Stock Appreciation Rights [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations | 241 | 50 |
Level 3 [Member] | Recurring [Member] | Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 16,417 | 5,503 |
Level 3 [Member] | Recurring [Member] | Embedded Derivative Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 5,010 | |
Senior Note [Member] | CT Energy [Member] | 15% Note [Member] | Embedded Derivative Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 6,697 | |
Senior Note [Member] | CT Energy [Member] | 15% Note [Member] | Level 1 [Member] | Recurring [Member] | Embedded Derivative Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | ||
Senior Note [Member] | CT Energy [Member] | 15% Note [Member] | Level 3 [Member] | Recurring [Member] | Embedded Derivative Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 6,697 | |
Senior Note [Member] | CT Energy [Member] | Additional Draw Note [Member] | Embedded Derivative Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 447 | |
Senior Note [Member] | CT Energy [Member] | Additional Draw Note [Member] | Level 1 [Member] | Recurring [Member] | Embedded Derivative Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | ||
Senior Note [Member] | CT Energy [Member] | Additional Draw Note [Member] | Level 3 [Member] | Recurring [Member] | Embedded Derivative Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 447 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Reconciliation of Financial Assets Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3)) (Details) - Embedded Derivative Assets [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | $ 5,001 | $ 5,010 | ||
Additions | 447 | 2,504 | 447 | 2,504 |
Change in fair value | 1,696 | 123 | 1,687 | 123 |
Ending balance | $ 7,144 | $ 2,627 | $ 7,144 | $ 2,627 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Reconciliation of Financial Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3)) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Embedded Derivative Liabilities [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | ||||
Additions | 13,449 | 13,449 | ||
Change in fair value | (434) | (434) | ||
Ending balance | 13,015 | 13,015 | ||
Warrants [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | 9,564 | 5,503 | ||
Additions | 40,013 | 40,013 | ||
Change in fair value | 6,853 | (2,418) | 10,914 | (2,418) |
Ending balance | 16,417 | 37,595 | 16,417 | 37,595 |
Stock Appreciation Rights [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | 120 | 50 | ||
Change in fair value | 121 | 191 | ||
Ending balance | $ 241 | $ 241 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Summary of Compensation Expense) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total expense related to equity based awards | $ 1,330 | $ 988 |
Total expense related to liability based awards | 584 | 503 |
Total compensation expense | 1,914 | 1,491 |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total expense related to equity based awards | 1,113 | 920 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total expense related to equity based awards | 68 | 68 |
Stock Appreciation Rights [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total expense related to liability based awards | 238 | 277 |
Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total expense related to equity based awards | 149 | |
Total expense related to liability based awards | $ 346 | $ 226 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Schedule of Fair Value of SARs Classified as Level 3) (Details) - Stock Appreciation Rights [Member] - Recurring [Member] | 6 Months Ended |
Jun. 30, 2016$ / shares | |
Level 1 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Exercise price | $ 1.13 |
Threshold price | $ 2.50 |
Term (years) | 4 years 22 days |
Rik-free rate | 0.87% |
Level 2 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Volatility | 110.00% |
Dividend yield | 0.00% |
Level 3 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Suboptimal exercise factor | 2.5 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Schedule of Changes in Noncontrolling Interest Owners) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | ||||
Balance at beginning of period | $ (1,920) | $ 78,902 | $ 447 | $ 79,152 |
Contributions by noncontrolling interest owners | 383 | 61 | 924 | 163 |
Net loss attributable to noncontrolling interest owners | (158) | (262) | (3,066) | (614) |
Balance at end of period | $ (1,695) | $ 78,701 | $ (1,695) | $ 78,701 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 6.7 | 3.7 | 6.9 | 4 |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 34.1 | 36.9 | 34.1 | 36.9 |
Earnings Per Share (Schedule of
Earnings Per Share (Schedule of Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Earnings Per Share [Abstract] | |||||
Net loss attributable to Harvest | [1],[2] | $ (12,898) | $ (25,425) | $ (26,994) | $ (31,042) |
Weighted average common shares outstanding | 51,415 | 42,663 | 51,415 | 42,663 | |
Weighted average common shares, diluted | 51,415 | 42,663 | 51,415 | 42,663 | |
Basic loss per share | [2] | $ (0.25) | $ (0.60) | $ (0.53) | $ (0.73) |
Diluted loss per share | [2] | $ (0.25) | $ (0.60) | $ (0.53) | $ (0.73) |
[1] | Net of net loss attributable to noncontrolling interest owners. | ||||
[2] | Net of net loss attributable to noncontrolling interests. |
Investment in Affiliate (Detail
Investment in Affiliate (Details) - Petrodelta [Member] - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership percentage | 40.00% | |
Carrying value of investment |
Venezuela - Other (Details)
Venezuela - Other (Details) - Harvest Vinccler [Member] $ in Thousands, VEF in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016USD ($)VEF / $ | Jun. 30, 2015USD ($)VEF / $ | Jun. 30, 2016USD ($)VEF / $ | Jun. 30, 2015USD ($)VEF / $ | Jun. 30, 2016VEF | Jun. 30, 2016USD ($) | |
Amount exchanged | $ | $ 100 | $ 80 | $ 100 | $ 80 | ||
Foreign currency average exchange rate | VEF / $ | 486.84 | 199.80 | 397.74 | 199.80 | ||
Assets account, balance | VEF 18.1 | $ 40 | ||||
Liabilities account, balance | VEF 31.5 | $ 60 |
Gabon (Details)
Gabon (Details) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016USD ($)aitemft | Dec. 31, 2015USD ($) | |
Capitalized Costs Of Unproved Properties Excluded From Amortization [Line Items] | ||
Impairment of oilfied inventory | $ 128 | |
Oilfield inventories | 2,878 | $ 3,006 |
Unproved oil and natural gas properties | $ 30,924 | 31,006 |
Dussafu PSC [Member] | ||
Capitalized Costs Of Unproved Properties Excluded From Amortization [Line Items] | ||
Ownership percentage | 66.667% | |
Area covered by acquiree entity | a | 680,000 | |
Area covered bv acquiree entity under water depths | ft | 1,650 | |
Number of discoveries | item | 4 | |
Term from approval date to begin production | 4 years | |
Impairment of oil and natural gas property | $ 0 | $ 23,200 |
Debt and Financing (Narrative)
Debt and Financing (Narrative) (Details) - USD ($) | Jul. 19, 2016 | Jul. 01, 2016 | Apr. 01, 2016 | Jan. 04, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Sep. 19, 2016 | Aug. 19, 2016 | Jun. 19, 2015 |
Debt Instrument [Line Items] | ||||||||||||
Financing fees | $ 1,245,000 | |||||||||||
Accretion of discount on debt | $ 427,000 | 145,000 | ||||||||||
Additional borrowings | 5,000,000 | 33,500,000 | ||||||||||
Fair value of embedded derivative asset | $ 7,144,000 | 7,144,000 | $ 5,010,000 | |||||||||
Change in fair value of embedded derivative assets and liabilities | 1,696,000 | $ 557,000 | 1,687,000 | 557,000 | ||||||||
Embedded Derivative Liabilities [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value of derivative liabilities at issuance | 13,449,000 | 13,449,000 | ||||||||||
Warrants [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value of derivative liabilities at issuance | 40,013,000 | 40,013,000 | ||||||||||
Recurring [Member] | Warrants [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Term (years) | 1 month 29 days | |||||||||||
CT Energy [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from debt, net of financing fees | $ 30,600,000 | |||||||||||
Financing fees | 1,600,000 | |||||||||||
Additional borrowings | 32,200,000 | |||||||||||
Cash consideration | $ 80,000,000 | |||||||||||
CT Energy [Member] | 15% Note [Member] | Senior Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Issuance date | Jun. 19, 2015 | |||||||||||
Interest rate | 15.00% | 15.00% | ||||||||||
Promissory note | $ 27,000,000 | $ 26,100,000 | $ 30,000,000 | $ 30,000,000 | $ 25,200,000 | |||||||
Unamortized discount | 24,600,000 | 24,600,000 | 25,000,000 | |||||||||
Interest expense | 1,400,000 | 2,500,000 | ||||||||||
Interest expense related to stated rate of interest | 1,100,000 | 2,100,000 | ||||||||||
Accretion of discount on debt | $ 300,000 | |||||||||||
Additional borrowings | $ 3,000,000 | |||||||||||
Debt term | 5 years | |||||||||||
Commencement date of quarterly interest payment | Oct. 1, 2015 | |||||||||||
Threshold price per share | $ 2.50 | |||||||||||
Addition default interest rate | 2.00% | |||||||||||
Interest payment converted into additional principal | $ 1,000,000 | $ 1,000,000 | ||||||||||
Cancellation of debt | $ 30,000,000 | |||||||||||
Make whole price, as percentage of principal | 100.00% | |||||||||||
Debt covenant, period after date of determination for measurement | 2 years | |||||||||||
Variable spread on reference rate | 50.00% | |||||||||||
Holders of principal needed to declare debt immediatele due, percent | 25.00% | |||||||||||
CT Energy [Member] | 15% Note [Member] | Senior Note [Member] | Trigger Price Not Met [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||
Debt extension term | 2 years | |||||||||||
CT Energy [Member] | Additional Draw Note [Member] | Senior Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Issuance date | Jun. 19, 2015 | |||||||||||
Interest rate | 15.00% | 15.00% | ||||||||||
Additional borrowings | $ 2,000,000 | |||||||||||
Debt term | 5 years | |||||||||||
Commencement date of quarterly interest payment | Oct. 1, 2016 | |||||||||||
Threshold price per share | $ 2.50 | |||||||||||
Addition default interest rate | 2.00% | |||||||||||
Holders of principal needed to declare debt immediatele due, percent | 25.00% | |||||||||||
Potential additional periodic borrowing availability | $ 2,000,000 | |||||||||||
Period additional draw may be utilized | 6 months | |||||||||||
Period after transaction additional funds become available | 1 year | |||||||||||
Potential additional borrowing availability | $ 12,000,000 | |||||||||||
CT Energy [Member] | Additional Draw Note [Member] | Senior Note [Member] | Trigger Price Not Met [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||
Debt extension term | 2 years | |||||||||||
CT Energy [Member] | Additional Draw Note [Member] | Senior Note [Member] | Forecast [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Promissory note | $ 8,000,000 | $ 6,000,000 | ||||||||||
Embedded Derivative Assets [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value of embedded derivative assets at issuance | $ 447,000 | $ 2,504,000 | $ 447,000 | $ 2,504,000 | ||||||||
Fair value of embedded derivative asset | 5,010,000 | |||||||||||
Embedded Derivative Assets [Member] | Recurring [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Term (years) | 3 years 11 months 19 days | |||||||||||
Embedded Derivative Assets [Member] | Recurring [Member] | Level 3 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value of embedded derivative asset | $ 5,010,000 | |||||||||||
Embedded Derivative Assets [Member] | Recurring [Member] | Level 3 [Member] | Future Draws [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Scenario probability | 70.00% | 50.00% | ||||||||||
Embedded Derivative Assets [Member] | Recurring [Member] | Level 3 [Member] | No Future Draws [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Scenario probability | 30.00% | 50.00% | ||||||||||
Embedded Derivative Assets [Member] | CT Energy [Member] | 15% Note [Member] | Senior Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value of embedded derivative asset | 6,697,000 | $ 6,697,000 | ||||||||||
Embedded Derivative Assets [Member] | CT Energy [Member] | Additional Draw Note [Member] | Senior Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value of embedded derivative asset | 447,000 | 447,000 | ||||||||||
Change in fair value of embedded derivative assets and liabilities | 0 | 0 | ||||||||||
Embedded Derivative Assets [Member] | CT Energy [Member] | Recurring [Member] | Level 3 [Member] | 15% Note [Member] | Senior Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value of embedded derivative asset | 6,697,000 | 6,697,000 | ||||||||||
Embedded Derivative Assets [Member] | CT Energy [Member] | Recurring [Member] | Level 3 [Member] | Additional Draw Note [Member] | Senior Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value of embedded derivative asset | 447,000 | 447,000 | ||||||||||
Fair Value [Member] | CT Energy [Member] | 15% Note [Member] | Senior Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value of note payable | $ 9,000,000 | $ 9,000,000 | ||||||||||
Subsequent Event [Member] | CT Energy [Member] | 15% Note [Member] | Senior Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Promissory note | $ 30,900,000 | |||||||||||
Interest payment converted into additional principal | $ 1,100,000 | |||||||||||
Subsequent Event [Member] | CT Energy [Member] | Additional Draw Note [Member] | Senior Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Promissory note | $ 4,000,000 | |||||||||||
Additional borrowings | $ 2,000,000 | |||||||||||
9% Note [Member] | CT Energy [Member] | Convertible Senior Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Issuance date | Jun. 19, 2015 | |||||||||||
Interest rate | 9.00% | |||||||||||
Debt term | 5 years |
Debt and Financing (Schedule of
Debt and Financing (Schedule of Long-Term Debt Due to Related Party, Net of Discount) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Debt Instrument [Line Items] | |||
Beginning balance | $ 214 | ||
Increase in long-term debt due to the capitalization of accrued interest | 1,736 | ||
Additional borrowings | 5,000 | $ 33,500 | |
Additional Draw Note - premium | 447 | ||
Accretion of discount on debt | 427 | 145 | |
Ending balance | $ 7,824 | 7,824 | |
CT Energy [Member] | |||
Debt Instrument [Line Items] | |||
Additional borrowings | $ 32,200 | ||
Senior Note [Member] | CT Energy [Member] | 15% Note [Member] | |||
Debt Instrument [Line Items] | |||
Additional borrowings | 3,000 | ||
Accretion of discount on debt | $ 300 | ||
Senior Note [Member] | CT Energy [Member] | Additional Draw Note [Member] | |||
Debt Instrument [Line Items] | |||
Additional borrowings | $ 2,000 |
Debt and Financing (Schedule 41
Debt and Financing (Schedule of Fair Value of Derivative Asset) (Details) - Embedded Derivative Assets [Member] - Recurring [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Weighted Term (years) | 3 years 11 months 19 days | |
Level 1 [Member] | Minimum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Risk-free rate | 0.90% | |
Level 1 [Member] | Maximum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Risk-free rate | 1.10% | |
Level 2 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Yield Volatility | 40.00% | |
Dividend yield | 0.00% | |
Level 3 [Member] | Claim Date Extended With Stock Appreciation Date Threshold Met [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Scenario probability | 59.40% | |
Level 3 [Member] | Claim Date Extended With Stock Appreciation Date Threshold Not Met [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Scenario probability | 36.80% | |
Level 3 [Member] | Claim Date Not Extended With Stock Appreciation Date Threshold Met [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Scenario probability | 59.40% | |
Level 3 [Member] | Claim Date Not Extended With Stock Appreciation Date Threshold Not Met [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Scenario probability | 34.20% | |
Level 3 [Member] | Future Draws [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Scenario probability | 70.00% | 50.00% |
Level 3 [Member] | No Future Draws [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Scenario probability | 30.00% | 50.00% |
Warrant Derivative Liability (N
Warrant Derivative Liability (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Class Of Warrant Or Right [Line Items] | |||||
Fair value of CT Warrant | $ 16,417 | $ 16,417 | $ 5,503 | ||
Change in fair value of warrant derivative liability | $ (6,853) | $ 2,418 | $ (10,914) | $ 2,418 | |
CT Energy [Member] | 15% Note [Member] | Senior Note [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Threshold price per share | $ 2.50 | ||||
Interest rate | 15.00% | 15.00% | |||
Warrants [Member] | CT Energy [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Shares issuable upon warrant conversion | 34,070,820 | 34,070,820 | |||
Initial exercise price per share | $ 1.25 | $ 1.25 | |||
Threshold price per share | $ 2.50 | ||||
Consecutive trading days | 21 days |
Warrant Derivative Liability (S
Warrant Derivative Liability (Schedule of Fair Value of Warrant Derivative Liability) (Details) - Warrants [Member] - Recurring [Member] | 6 Months Ended |
Jun. 30, 2016$ / shares | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Term (years) | 1 month 29 days |
Claim Date [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Term (years) | 2 days |
Claim Date Extended [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Term (years) | 14 days |
Level 1 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Stock price | $ 0.84 |
Exercise price | 1.25 |
Stock appreciation date price (hurdle) | $ 2.50 |
Risk-free rate | 0.63% |
Level 1 [Member] | Claim Date [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Risk-free rate | 0.37% |
Level 1 [Member] | Claim Date Extended [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Risk-free rate | 0.41% |
Level 2 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Volatility | 135.00% |
Dividend yield | 0.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Jan. 26, 2015USD ($) | May 31, 2011USD ($) | Jul. 31, 2007claim | Jun. 30, 2007claim | Mar. 31, 2007claim | Aug. 31, 2006claim | Jul. 31, 2006claim | Apr. 30, 2005claim | Jul. 31, 2004claim | Jun. 30, 2016USD ($)claim | Dec. 31, 2015USD ($) | Mar. 21, 2011agreement |
Loss Contingencies [Line Items] | ||||||||||||
Allowance for doubtful accounts | $ 700 | $ 700 | ||||||||||
Receivable from joint venture partners | 400 | |||||||||||
Dussafu PSC [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Contractual commitments | $ 4,500 | |||||||||||
Production commencement term following date of grant | 4 years | |||||||||||
Contractual obligations | $ 100 | 300 | ||||||||||
Estimated loss | $ 1,100 | |||||||||||
Blocked payment net to interest | $ 700 | |||||||||||
Percentage of cost sharing interest in work commitments | 66.667% | |||||||||||
Petrodelta [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Ownership percentage | 40.00% | |||||||||||
Harvest Holding [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Ownership percentage | 51.00% | |||||||||||
Venezuela [Member] | Petrodelta [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Ownership percentage | 60.00% | |||||||||||
Uracoa Municipality Tax Assessments [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Number of claims filed | claim | 2 | 2 | 2 | 3 | 9 | |||||||
Libertador Municipality Tax Assessments [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Number of claims filed | claim | 2 | 2 | 1 | 5 | ||||||||
Newfield [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Number of Purchase and Sale Agreements | agreement | 2 | |||||||||||
Joint Partners [Member] | Dussafu PSC [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Contractual obligations | $ 36 | $ 100 | ||||||||||
HNR Energia [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Contingency, escrow deposit requirement | $ 5,000 | |||||||||||
Petroandina [Member] | Harvest Holding [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Ownership interest held by noncontrolling interest owners | 29.00% |
Operating Segments (Schedule of
Operating Segments (Schedule of Segment Loss Attributable to Harvest) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Net loss attributable to Harvest | [1],[2] | $ (12,898) | $ (25,425) | $ (26,994) | $ (31,042) |
Operating Segments [Member] | Venezuela [Member] | |||||
Net loss attributable to Harvest | (258) | (85) | (2,820) | (108) | |
Operating Segments [Member] | Gabon [Member] | |||||
Net loss attributable to Harvest | (213) | (934) | (1,023) | (2,848) | |
Operating Segments [Member] | Indonesia [Member] | |||||
Net loss attributable to Harvest | (2) | (55) | |||
Operating Segments [Member] | United States and Other [Member] | |||||
Net loss attributable to Harvest | $ (12,427) | $ (24,404) | $ (23,151) | $ (28,031) | |
[1] | Net of net loss attributable to noncontrolling interest owners. | ||||
[2] | Net of net loss attributable to noncontrolling interests. |
Operating Segments (Schedule 46
Operating Segments (Schedule of Operating Segment Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Total assets | $ 42,434 | $ 47,781 |
Operating Segments [Member] | Venezuela [Member] | ||
Total assets | 115 | 5,290 |
Operating Segments [Member] | Gabon [Member] | ||
Total assets | 31,259 | 32,710 |
Operating Segments [Member] | Indonesia [Member] | ||
Total assets | 5 | |
Operating Segments [Member] | United States and Other [Member] | ||
Total assets | $ 11,060 | $ 9,776 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jul. 19, 2016 | Apr. 01, 2016 | Jan. 04, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jul. 01, 2016 | Jun. 19, 2015 |
Related Party Transaction [Line Items] | |||||||
Additional borrowings | $ 5,000,000 | $ 33,500,000 | |||||
Reserve for note receivable | $ 5,160,000 | ||||||
Harvest Holding [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership percentage | 51.00% | ||||||
Harvest Holding [Member] | Vinccler [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership interest held by noncontrolling interest owners | 20.00% | ||||||
Harvest Holding [Member] | Petroandina [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership interest held by noncontrolling interest owners | 29.00% | ||||||
Petrodelta [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership percentage | 40.00% | ||||||
Petrodelta [Member] | HNR Finance [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership percentage | 40.00% | ||||||
CT Energy [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Additional borrowings | $ 32,200,000 | ||||||
Ownership percentage | 16.80% | ||||||
CT Energy [Member] | 15% Note [Member] | Senior Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate | 15.00% | ||||||
Withholding tax | $ (100,000) | $ (100,000) | |||||
Additional borrowings | $ 3,000,000 | ||||||
Promissory note | $ 27,000,000 | $ 26,100,000 | $ 30,000,000 | $ 25,200,000 | |||
Issuance date | Jun. 19, 2015 | ||||||
Commencement date of quarterly interest payment | Oct. 1, 2015 | ||||||
CT Energy [Member] | Additional Draw Note [Member] | Senior Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate | 15.00% | ||||||
Additional borrowings | $ 2,000,000 | ||||||
Issuance date | Jun. 19, 2015 | ||||||
Commencement date of quarterly interest payment | Oct. 1, 2016 | ||||||
Potential additional periodic borrowing availability | $ 2,000,000 | ||||||
Period additional draw may be utilized | 6 months | ||||||
CT Energia Note [Member] | Note Receivable [Member] | CT Energia [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Issuance date | Jan. 4, 2016 | ||||||
Promissory note | $ 5,200,000 | ||||||
Interest rate | 11.00% | ||||||
Commencement date of quarterly interest payment | Jul. 1, 2016 | ||||||
Maturity date | Jan. 4, 2019 | ||||||
Interest payments | $ 0 | ||||||
Aggregate amount of capital contributions | $ 2,600,000 | ||||||
Subsequent Event [Member] | CT Energy [Member] | 15% Note [Member] | Senior Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Promissory note | $ 30,900,000 | ||||||
Subsequent Event [Member] | CT Energy [Member] | Additional Draw Note [Member] | Senior Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Additional borrowings | $ 2,000,000 | ||||||
Promissory note | $ 4,000,000 |