Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 23, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | HARVEST NATURAL RESOURCES, INC. | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Central Index Key | 845,289 | ||
Amendment Flag | false | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Document Type | 10-K | ||
Document Fiscal Period Focus | FY | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 11,042,933 | ||
Entity Public Float | $ 34,653,384 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 63,376 | $ 2,505 |
Accounts receivable | 37 | 2,458 |
Note receivable | 12,000 | |
Accrued interest receivable | 306 | |
Assets associated with discontinued operations | 10,444 | |
Prepaid expenses and other | 687 | 811 |
TOTAL CURRENT ASSETS | 76,406 | 16,218 |
PROPERTY AND EQUIPMENT: | ||
Oil and natural gas properties (successful efforts method), net | 29,798 | 31,006 |
Other administrative property, net | 748 | 439 |
TOTAL PROPERTY AND EQUIPMENT, net | 30,546 | 31,445 |
OTHER ASSETS, net of allowance for $0.7 million (2016 and 2015) | 145 | 118 |
TOTAL ASSETS | 107,097 | 47,781 |
CURRENT LIABILITIES: | ||
Accounts payable, trade and other | 832 | 365 |
Accrued expenses | 6,966 | 2,991 |
Liabilities associated with discontinued operations | 7,177 | |
TOTAL CURRENT LIABILITIES | 7,798 | 10,533 |
LONG-TERM DEFERRED TAX LIABILITIES, net | 100 | 0 |
OTHER LONG-TERM LIABILITIES | 42 | |
TOTAL LIABILITIES | 7,898 | 10,575 |
COMMITMENTS AND CONTINGENCIES (Note 13) | ||
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 37,500 (2016 and 2015); shares issued 14,890 shares (2016) and 14,497 shares (2015); shares outstanding 11,043 shares (2016) and 12,854 shares (2015) | 149 | 145 |
Additional paid-in capital | 306,589 | 302,708 |
Accumulated loss | (133,207) | (199,778) |
Treasury stock, at cost, 3,847 shares (2016) and 1,643 shares (2015) | (74,332) | (66,316) |
TOTAL HARVEST STOCKHOLDERS' EQUITY | 99,199 | 36,759 |
NONCONTROLLING INTEREST OWNERS | 447 | |
TOTAL EQUITY | 99,199 | 37,206 |
TOTAL LIABILITIES AND EQUITY | $ 107,097 | $ 47,781 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
ASSETS | ||
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 | 37,500,000 | 37,500,000 |
Common stock, shares issued | 14,890,000 | 14,497,000 |
Common stock, shares outstanding | 11,043,000 | 12,854,000 |
Treasury stock, at cost, shares | 3,847,000 | 1,643,000 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
EXPENSES: | ||
Depreciation and amortization | $ 51 | $ 87 |
Exploration expense | 2,361 | 3,900 |
Impairment expense - unproved property costs and oilfield inventories | 1,452 | 24,178 |
General and administrative | 17,409 | 15,958 |
Total expense | 21,273 | 44,123 |
LOSS FROM OPERATIONS | (21,273) | (44,123) |
OTHER NON-OPERATING INCOME (EXPENSE): | ||
Investment earnings and other | 320 | 423 |
Transaction costs associated with the potential sale of Harvest Dussafu | (1,427) | |
Total other non-operating income (expense) | (1,107) | 423 |
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (22,380) | (43,700) |
INCOME TAX EXPENSE (BENEFIT) | 100 | (16,450) |
LOSS FROM CONTINUING OPERATIONS | (22,480) | (27,250) |
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of income taxes | 85,778 | (153,407) |
NET ICOME (LOSS) | 63,298 | (180,657) |
LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST OWNERS | (3,273) | (82,087) |
NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HARVEST | $ 66,571 | $ (98,570) |
Basic and dilutive income (loss) per share: | ||
Loss from continuing operations | $ (1.81) | $ (2.41) |
Income (loss) from discontinued operations | 7.16 | (6.30) |
Basic and dilutive income (loss) per share | $ 5.35 | $ (8.71) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Losses [Member] | Treasury Stock [Member] | Non-Controlling Interests [Member] | Total |
Balance at Dec. 31, 2014 | $ 123 | $ 281,127 | $ (101,208) | $ (66,316) | $ 79,152 | $ 192,878 |
Balance, shares at Dec. 31, 2014 | 12,330 | |||||
Issuance of common shares: | ||||||
Employee stock-based compensation | 2,271 | 2,271 | ||||
Employee stock-based compensation, shares | ||||||
Purchase of treasury shares | ||||||
Conversion of 9% Note | $ 22 | 13,153 | 13,175 | |||
Conversion of 9% Note, shares | 2,167 | |||||
Contribution from noncontrolling owner of note payable and accrued interest payable | 6,157 | 6,157 | ||||
Contributions from noncontrolling interest owners | 3,382 | 3,382 | ||||
Net income (loss) | (98,570) | (82,087) | (180,657) | |||
Balance at Dec. 31, 2015 | $ 145 | 302,708 | (199,778) | (66,316) | 447 | 37,206 |
Balance, shares at Dec. 31, 2015 | 14,497 | |||||
Balance at Dec. 31, 2014 | $ 123 | 281,127 | (101,208) | (66,316) | 79,152 | 192,878 |
Balance, shares at Dec. 31, 2014 | 12,330 | |||||
Balance at Dec. 31, 2016 | $ 149 | 306,589 | (133,207) | (74,332) | 99,199 | |
Balance, shares at Dec. 31, 2016 | 14,890 | |||||
Balance at Dec. 31, 2015 | $ 145 | 302,708 | (199,778) | (66,316) | 447 | 37,206 |
Balance, shares at Dec. 31, 2015 | 14,497 | |||||
Issuance of common shares: | ||||||
Employee stock-based compensation | $ 4 | 3,881 | 3,885 | |||
Employee stock-based compensation, shares | 393 | |||||
Purchase of treasury shares | (129) | (129) | ||||
Contributions from noncontrolling interest owners | 1,221 | 1,221 | ||||
Net income (loss) | 66,571 | (3,273) | 63,298 | |||
Shares surrendered into treasury with closing of sale of Harvest Holding | (7,887) | (7,887) | ||||
Elimination of noncontrolling owners inerest with sale of Harvest Holding | $ 1,605 | 1,605 | ||||
Balance at Dec. 31, 2016 | $ 149 | $ 306,589 | $ (133,207) | $ (74,332) | $ 99,199 | |
Balance, shares at Dec. 31, 2016 | 14,890 |
CONSOLIDATED STATEMENTS OF STO6
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) | Dec. 31, 2015 |
CT Energy [Member] | 9% Note [Member] | |
Interest rate | 9.00% |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ 66,571 | $ (98,570) | |
(Income) loss from discontinued operations, net of income taxes and noncontrolling interest | [1] | (89,051) | 71,320 |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 51 | 87 | |
Impairment expense - unproved property costs and oilfield inventories | 1,452 | 24,178 | |
Allowance for long-term receivable | 734 | ||
Share-based compensation-related charges | 3,977 | 1,534 | |
Deferred income tax | 100 | (14,700) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 2,421 | (1,764) | |
Accrued interest receivable | (306) | ||
Prepaid expenses and other | 124 | (470) | |
Other assets | (27) | 201 | |
Accounts payable | 467 | (1,306) | |
Accrued expenses | 2,347 | (605) | |
NET CASH USED IN CONTINUING OPERATING ACTIVITIES | (11,874) | (19,361) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Additions of property and equipment, net | (672) | (1,285) | |
NET CASH USED IN INVESTING ACTIVITIES | (672) | (1,285) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Treasury stock | (129) | ||
NET CASH USED IN FINANCING ACTIVITIES | (129) | ||
CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||
Cash used in operating activities from discontinued operations | (4,601) | (4,531) | |
Cash provided by (used in) investing activities from discontinued operations | 65,926 | (4,794) | |
Cash provided by financing activities from discontinued operations | 12,221 | 26,338 | |
NET CASH PROVIDED BY DISCONTINUED OPERATIONS | 73,546 | 17,013 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 60,871 | (3,633) | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 2,505 | 6,138 | |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 63,376 | 2,505 | |
Continuing Operations: | |||
Cash paid during the year for interest | |||
Cash paid during the year for income taxes | 8 | 6 | |
Discontinued Operations: | |||
Cash paid during the year for interest | 447 | 1,547 | |
Continuing Operations: | |||
Increase in current liabilities related to additions of property and equipment | (68) | (30) | |
Increase in note receivable related to sale of Harvest Holding | (12,000) | ||
Discontinued Operations: | |||
Decrease in current liabilities related to additions of property and equipment | 23 | ||
Accrued interest paid in-kind | 2,704 | ||
Increase in 15% Note related to change in emedded derivative asset | 3,140 | ||
Decrease in debt due to cancellation of 15% Note and Additional Draw Notes | (17,817) | ||
Increase in shares surrendered into treasury with closing of sale of Harvest Holding | $ 7,887 | ||
Increase in Stockholders' Equity from forgiveness of note payable and accrued interest - related party | 6,157 | ||
Issuance of common stock from conversion of 9% Convertible Senior Secured Note | $ 13,175 | ||
[1] | Year Ended December 31,2016 2015(in thousands)Loss from continuing operations$ (22,480) $ (27,250)Income (loss) from discontinued operations, net of income taxes (a) 89,051 (71,320)Net income (loss) attributable to Harvest$ 66,571 $ (98,570)Weighted average common shares outstanding - basic and dilutive 12,432 11,322Income (loss) per share: Loss from continuing operations $ (1.81) $ (2.41)Income (loss) from discontinued operations 7.16 (6.30)Basic and dilutive income (loss) per share$ 5.35$ (8.71)Net of net income attributable to noncontrolling interest owners. |
CONSOLIDATED STATEMENTS OF CAS8
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - CT Energy [Member] | Dec. 31, 2016 | Dec. 31, 2015 |
15% Note [Member] | ||
Interest rate | 15.00% | |
9% Note [Member] | ||
Interest rate | 9.00% |
Organization
Organization | 12 Months Ended |
Dec. 31, 2016 | |
Organization [Abstract] | |
Organization | N ote 1 – Organization Harvest Natural Resources, Inc. (“Harvest” , the “Company”, “we”, “us”, or “our” ) is an independent energy company engaged in the acquisition, exploration, development, production and disposition of oil and natural gas properties since 1988, when it was incorporated under Delaware law. W e hold exploration and exploitation acreage offshore of the Republic of Gabon (“Gabon”) through the Dussafu Marin Permit (“Dussafu PSC”). See Note 8 – Gabon . We owned and had developed significant interests in Venezuela until October 2016, when we sold these interests. For more information about the sale of our Venezuela interests, see Sale of Venezuela Interests , below. On February 23, 2017, our stockholders approved a proposal to sell our Gabon interests under a Sale and Purchase Agreement with BW Energy Gabon Pte. Ltd., a private Singapore company (“BW Energy”). For more information about the proposed sale of our Gabon interests, see Proposed Sale of Gabon Interests , below. Also on February 23, 2017, our stockholders approved the complete dissolution and liquidation of Harvest Natural Resources, Inc. For more information about the proposed dissolution and liquidation, see Propos ed Dissolution and Liquidation , below. Proposed Dissolution and Liquidation Following the successful sale of our Venezuelan interests in October 2016 and in light of the proposed sale of our Gabon interests, our board of directors (the “Board”) considered dissolution and liquidation as a possible alternative. On January 12, 2017, the Board unanimously determined that the dissolution and liquidation of Harvest was advisable, authorized the dissolution and liquidation and recommended that the proposed complete dissolution be submitted to a vote of Harvest’s stockholders. Our Board also adopted a plan of complete dissolution, liquidation, winding up and distribution (the “Plan of Dissolution”) on this date. Harvest’s stockholders approved the proposed dissolution and liquidation at the special meeting on February 23, 2017. For more information about the proposed dissolution and liquidation, see Note 18 – Plan of Dissolution . Proposed Sale of Gabon Interests On December 21, 2016, the Company and its wholly owned subsidiary, HNR Energia B.V. (“HNR Energia”), entered into a Sale and Purchase Agreement with BW Energy to sell all of Harvest's oil and gas interests in Gabon. Under the terms of the Sale and Purchase Agreement, BW Energy will acquire HNR Energi a's 100 percent interest in Harvest Dussafu B.V., which owns a 66.667 percent interest in the Dussafu production sharing contract. BW Energy will pay HNR Energia $32.0 million in cash for the interest, subject to certain adjustments. BW Offshore Singapore Pte. Ltd, an affiliate of BW Energy and BW Offshore Limited, a global provider of floating production services to the oil and gas industry, has guaranteed the obligations of BW Energy under the Sale and Purchase Agreement. At the closing of the transaction, $2.5 million of the $32.0 million purchase price will be deposited in escrow, to be held for up to six months to satisfy any post-closing claims the purchaser may have for any breaches of warranties made by Harvest and HNR Energia under the Sale and Purchase Agreement. Reverse Stock Split After the market closed on November 3, 2016, the Company completed a one -for-four reverse split of its issued and outstanding common stock. In connection with the reverse stock split, the Company amended its amended and restated certificate of incorporation to reduce the authorized number of shares of common stock from 150,000,000 to 37,500,000 . The Company’s common stock began trading on a split-adjusted basis at market open on November 4, 2016. All share, warrants, options, restricted stock, stock appreciation rights, restricted stock units and per share amounts in these consolidated financial statements are reported on a post-split basis. Sale of Venezuela Interests On October 7, 2016, Harvest completed the sale of all of its interests in Venezuela. The sale occurred pursuant to a June 29, 2016 share purchase agreement (the “Share Purchase Agreement”), under which HNR Energia sold its 51 percent interest in Harvest-Vinccler Dutch Holding B.V., a Netherlands company (“Harvest Holding”), to Delta Petroleum N.V., a limited liability company organized under the laws of Curacao (“Delta Petroleum”). Harvest Holding indirectly owned a 40% interest in Petrodelta S.A. (“Petrodelta”), through which all of the Company’s interests in Venezuela were owned. As a result of the sale, Harvest Holding’s effect on results of operations and other items directly related to the sale have been reported as discontinued operations. See Note 5 – Dispositions and Discontinued Operations for further information. Delta Petroleum is an affiliate of CT Energy Holding SRL, a private investment firm organized as a Barbados Society with Restricted Liability (“CT Energy”), which assigned all of its rights and obligations under the Share Purchase Agreement to Delta Petroleum on September 26, 2016. We have no control or ownership interest in Delta Petroleum. For more information about CT Energy, see Sale of Securities to CT Energy , below. At the closing, the Company received consideration consisting of: · $69.4 million in cash paid after various closing adjustments; · an 11% non-convertible senior promissory note payable by Delta Petroleum to HNR Energia six months from the closing date in the principal amount of $12.0 million, guaranteed by the sole member and sole equity-holder of Delta Petroleum (the “11% Note”); · the return of all of the Company’s common stock owned by CT Energy, consisting of 2,166,900 shares to be held by the Company as treasury shares; · the cancellation of $30.0 million in outstanding principal under the 15% Note (as defined below under Sale of Securities to CT Energy ); · the cancellation of the CT Warrant (as defined below under Sale of Securities to CT Energy ). To fund Harvest’s transaction expenses and operations until the closing under the Share Purchase Agreement, CT Energy had loaned Harvest $2.0 million on each of June 21, 2016, July 20, 2016, August 24, 2016 and September 21, 2016 under the Additional Draw Note. At the closing, the outstanding principal and accrued interest totaling $38.9 million and $1.4 million, respectively, under both the 15% Note and the Additional Draw Note (as defined below under Sale of Securities to CT Energy ), were repaid, net of withholding tax and the 15% Note and Additional Draw Note were terminated. The $69.4 million in cash referenced above is after $10.6 million of adjustments. The relationship between the Company and CT Energy effectively terminated upon the closing under the Share Purchase Agreement. In addition to the termination or relinquishment of all Company securities held by CT Energy, Oswaldo Cisneros and Alberto Sosa resigned as CT Energy’s non-independent designees to the Company’s board of directors. Additionally, the Securities Purchase Agreement (as defined below) and certain agreements related to the Securities Purchase Agreement, including the Management Agreement (as defined below) terminated. Finally, all liens securing Company debt formerly owed to CT Energy were released at the closing. Upon the closing, the Company’s primary assets were cash from the proceeds of the transaction and the Company’s oil and gas interests in Gabon. For more information regarding our prior relationship with CT Energy, see Sale of Securities to CT Energy , below. Sale of Securities to CT Energy 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, 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. Key terms of the transaction include: · The Company issued a $25.2 million, five year, 15.0% non-convertible senior secured promissory note (the “15% Note”). · The Company issued a $7.0 million, five year, 9.0% convertible senior secured n ote (the “9% Note”). The 9% Note and associated accrued interest of $0.1 million was converted into 2,166,900 shares of Harvest common stock at a c onversion price of $3.28 per share on Se ptember 15, 2015. · The Company issued a warrant to purchase up to 8,517,705 shares of Harvest's common stock at an in itial exercise price of $5.00 per share (the “CT Warrant”), subject to certain conditions set forth in the CT Warrant. · The Company issued a five -year 15.0% non-convertible senior secured note (the “ Additional Draw Note ”), under which CT Energy could 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. · CT Energy was granted certain governance rights in the transaction, including the right to appoint specified directors. · CT Energia and the Company, entered into a Management Agreement (the “Management Agreement”), under which CT Energia and its representatives provided management services with respect to the operations of the Company’s business as it relates to Petrodelta and Venezuela generally. Upon th e October 7, 2016 closin g of the sale of all of the Company’s Venezuelan interests to an affiliate of CT Energy, the securities sold to CT Energy under the Securities Purchase Agreement, as well as CT Energy’s governance rights, the Securities Purchase Agreement, the Management Agreement and the Company’s relationship with CT Energy, generally, were terminated. See Sale of Venezuela Interests , above, for more information. CT Energia Note On January 4, 2016 , HNR Finance, B.V. (“HNR Finance”) provided a loan to CT Energia of $5.2 million under an 11.0% promissory note due 2019 (the “CT Energia Note”). The purpose of the loan was to provide CT Energia with collateral to obtain funds for one or more loans to Petrodelta, which is 40% owned by HNR Finance. HNR Finance’s sole recourse for payment of the principal amount of the loan was the payments of principal and interest from loans that CT Energia has made to Petrodelta. 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. 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 not be collected. As discussed above under Share Purchase Agreement , the Company sold its 51 percent interest in Harvest Holding, the parent company of HNR Finance, which holds the CT Energia Note), to an affiliate of CT Energy on October 7, 2016. |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2016 | |
Liquidity [Abstract] | |
Liquidity | Note 2 – Liquidity Our primary assets are cash and our oil and gas interests in Gabon. We entered into an agreement to sell our oil and gas interests in Gabon; however, there can be no assurances that the signing of an agreement will lead to closing on the transaction. On January 12, 2017, our Board further adopted the Plan of Dissolution. See Note 1 8 – Plan of Dissolution for further information. We expect the cash on hand from the net proceeds from the sale of our Venezuelan interests on October 7, 2016 will be adequate to meet our short-term liquidity requirements for dissolution of the Company, which include payment of certain severance costs, tax obligations related to both the sale of Harvest Holding and potential sale of Harvest Dussafu, future liquidations distributions and ongoing general and administrative expenses. Upon the closing of the sale of the Company’s 51 percent interest in Harvest Holding, the Company received, among other consideration, $69.4 million in net cash proceeds and a $12.0 million note payable from Delta Petroleum, due six months after closing. A portion of the proceeds from the sale have been and will be used to pay certain severance costs, to pay tax obligations related to the sale, to fund any potential future dividends declared and to maintain ongoing general operating and administrative expenses. The 15% Note and Additional Draw Notes were extinguished upon the closing of the October 7, 2016 sale. On April 25, 2016, the Company received a notice from the NYSE stating that the Company was 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. The Company believes that the sale of its Venezuelan interests on October 7, 2016 ultimately will allow it to regain compliance with this listing standard by increasing its stockholders’ equity. However, the Company must demonstrate compliance for two consecutive financial quarters before the deficiency can be cured. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Principles of Consolidation The consolidated 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 interest owners. Reclassifications Certain reclassifications related to discontinued operations have been made to prior period amounts to conform to the current period presentation. These reclassifications did not affect our consolidated financial results. Investment in Petrodelta During 2015 and 2016 through October 7, 2016 sale of our interests in Venezuela, we accounted for the investment in Petrodelta under Accounting Standards Codification (“ASC”) 325 – Investments – Other (the “cost method”). Under the cost method we did not recognize any equity in earnings from the investment in Petrodelta in our results of operations, but would have recognized cash dividends in the period they had dividends been received. As of December 31, 2015, we fully impaired the carrying value of the investment in Petrodelta based on the facts and circumstances and, effective with the October 7, 2016 closing of the CT Energy transaction, we no longer have an ownership interest in Petrodelta. See Note 1 – Organization – Sale of Venezuela Interests for further information. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“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. Reporting and Functional Currency The United States Dollar (“USD”) is the reporting and functional currency for all of our controlled subsidiaries and Petrodelta. Amounts denominated in non-USD currencies are re-measured into USD, and all currency gains or losses are recorded in the consolidated statements of operations and comprehensive income (loss). There are many factors that affect foreign exchange rates and the resulting exchange gains and losses, many of which are beyond our influence. Cash and Cash Equivalents Cash equivalents include money market funds and short term certificates of deposit with original maturity dates of less than three months. Restricted Cash Restricted cash is classified as current or non-current based on the terms of the agreement. There was no restricted cash as of December 31, 2016 and 2015. Note Receivable Impaired loans 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. Financial Instruments Financial instruments, which potentially subject us to concentrations of credit risk, are primarily cash and cash equivalents, accounts receivable, note receivable, notes payable and derivative financial instruments. We maintain cash and cash equivalents in bank deposit accounts with commercial banks with high credit ratings, 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 and note receivable are limited due the nature of our receivables, which include primarily joint venture partner’s receivable, and income tax receivable in 2015 and the note receivable related to the sale of Harvest Holding in 2016. In the normal course of business, collateral is not required for financial instruments with credit risk. P roperty and Equipment The major components of property and equipment are as follows: As of December 31, 2016 2015 (in thousands) Unproved property costs - Dussafu PSC $ 28,244 $ 28,000 Oilfield inventories 1,554 3,006 Other administrative property 1,693 1,922 Total property and equipment 31,491 32,928 Accumulated depreciation (945) (1,483) Total property and equipment, net $ 30,546 $ 31,445 Property and equipment are stated at cost less accumulated depreciation. Costs of improvements that appreciably improve the efficiency or productive capacity of existing properties or extend their lives are capitalized. Maintenance and repairs are expensed as incurred. Upon retirement or sale, the cost of property and equipment, net of the related accumulated depreciation is removed and, if appropriate, gains or losses are recognized in investment earnings and other. We did not record any depletion expense in the years ended December 31, 2016 and 2015 as there were no production related to proved oil and natural gas properties. We follow the successful efforts method of accounting for our oil and natural gas properties. Under this method, exploration costs such as exploratory geological and geophysical costs, delay rentals and exploration overhead are charged against earnings as incurred. Costs of drilling exploratory wells are capitalized pending determination of whether proved reserves can be attributed to the area as a result of drilling the well. If management determines that proved reserves, as that term is defined in Securities and Exchange Commission (“SEC”) regulations, have not been discovered, capitalized costs associated with the drilling of the exploratory well are charged to expense. Costs of drilling successful exploratory wells, all development wells, and related production equipment and facilities are capitalized and depleted or depreciated using the unit-of-production method as oil and natural gas is produced. During the years ended December 31, 2016 and 2015, we expensed no dry hole costs. Leasehold acquisition costs are initially capitalized. Acquisition costs of unproved leaseholds are assessed for impairment during the holding period. Costs of maintaining and retaining unproved leaseholds are included in exploration expense. Costs of impairment of unsuccessful leases are included in impairment expense. We assess our unproved property costs for impairment when events or circumstances indicate a possible decline in the recoverability of the carrying value of the projects. The estimated value of our unproved projects is determined using quantitative and qualitative assessments and the carrying value of the projects is adjusted if the carrying value exceeds the assessed value of the projects. Impairment is based on specific identification of the lease. Costs of expired or abandoned leases are charged to exploration expense, while costs of productive leases are transferred to proved oil and natural gas properties. Proved oil and natural gas properties are reviewed for impairment at a level for which identifiable cash flows are independent of cash flows of other assets when facts and circumstances indicate that their carrying amounts may not be recoverable. In performing this review, future net cash flows are determined based on estimated future oil and natural gas sales revenues less future expenditures necessary to develop and produce the reserves. If the sum of these undiscounted estimated future net cash flows is less than the carrying amount of the property, an impairment loss is recognized for the excess of the property’s carrying amount over its estimated fair value, which is generally based on discounted future net cash flows. We did not have any proved oil and natural gas properties in 2016 and 2015. Costs of drilling and equipping successful exploratory wells, development wells, asset retirement liabilities and costs to construct or acquire offshore platforms and other facilities, are depleted using the unit-of-production method based on total estimated proved developed reserves. Costs of acquiring proved properties, including leasehold acquisition costs transferred from unproved leaseholds, are depleted using the unit-of-production method based on total estimated proved reserves. All other properties are stated at historical acquisition cost, net of impairment, and depreciated using the straight-line method over the useful lives of the assets. During the year ended December 31, 2016 , we recorded impairment expense related to our Dussafu Project in Gabon of $ 1.5 million for oilfield inventories. During the year ended December 31, 2015 , we recorded impairment expense related to and our Dussafu Project of $24.2 million (including $1.0 million in oilfield inventories). 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 year ended December 31, 2016 , depreciation expense in continuing operations was $ 0.1 million ($ 0.1 million for the year ended December 31, 2015 ). Other Assets Other Assets at December 31, 2016 and 2015 primarily include deposits. During 2015 we fully reserved the blocked payment related to our drilling operations in Gabon 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 13 – Commitments and Contingencies . 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 in December 2015. 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 years ended December 31, 2016 and 2015, we did not record capitalized interest costs for qualifying oil and natural gas property additions related to Gabon. 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. The estimated fair value of cash and cash equivalents, accounts receivable, note receivable and accrued expenses approximates their carrying value due to their short-term nature. 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 December 31, 2016 and 2015. During the year ended December 31, 2015, we impaired the carrying value of our Dussafu project in Gabon by $ 23.2 million. During the year ended December 31, 2015, we impaired the carrying value of our investment in affiliate by $164.7 million. During the year ended December 31, 2015 we impaired the oilfield inventories related to the Dussafu project for $1.0 million. As of December 31, 2016 Level 1 Level 2 Level 3 Total (in thousands) Recurring Liabilities: SARs liability $ — $ 1,903 $ — $ 1,903 $ — $ 1,903 $ — $ 1,903 As of December 31, 2015 Level 1 Level 2 Level 3 Total (in thousands) Non recurring Assets: Oilfield inventories $ — $ — $ 3,006 $ 3,006 Dussafu PSC - unproved property costs $ — $ — $ 28,000 $ 28,000 $ — $ — $ 31,006 $ 31,006 Recurring Assets: Embedded derivative asset (a) $ — $ — $ 5,010 $ 5,010 $ — $ — $ 5,010 $ 5,010 Liabilities: SARs liability $ — $ 46 $ 50 $ 96 RSUs liability — 174 — 174 Warrant derivative liability (a) — — 5,503 5,503 $ — $ 220 $ 5,553 $ 5,773 (a) Included in assets and liabilities associated with discontinued operations. See Note 5 – Dispositions and Discontinued Operations for further information. As of December 31, 2016 , the fair value of our liability awards of $1.9 million was included in accrued liabilities for our SARs. As of December 31, 2015 , the fair value of our liability awards of $0.3 million was included in accrued liabilities ($ 0.1 million for our SARs) with the remaining $0.2 million fair value of our RSU liability being included in 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 liabilities and their placement within the fair value hierarchy levels. See Note 12 – 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 11 – Debt and Financing for a description and discussion of our embedded derivatives related to our 9% Note and 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, which were cancelled with the October 7, 2016 sale of Harvest Holding, were 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 assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Year Ended December 31, 2016 2015 (in thousands) Financial assets - embedded derivative asset (a) : Beginning balance $ 5,010 $ — Additions 3,139 2,504 Deletions (10,561) — Change in fair value 2,412 2,506 Ending balance $ — $ 5,010 Year Ended December 31, 2016 2015 (in thousands) Financial liabilities - warrant derivative liability (a) : Beginning balance $ 5,503 $ — Additions — 40,013 Deletions (14,879) — Change in fair value 9,376 (34,510) Ending balance $ — $ 5,503 (a) Included in assets and liabilities associated with discontinued operations. See Note 5 – Dispositions and Discontinued Operations for further information. See Note11 – Debt and Financing – 9% Note. · Year Ended December 31, 2016 2015 (in thousands) Financial liabilities - stock appreciation rights Beginning balance $ 50 $ — Change in fair value 236 50 Transfers (286) — Ending balance $ — $ 50 Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer. Transfers between levels can be due to changes in the observability of significant inputs. A Level 3 to a Level 2 transfer occurred during the year ended December 31, 2016. On October 7, 2016, with the sale of Harvest Holding, all SARs vested. The Level 3 SARs transferred to a Level 2 liability. The vesting of the Level 3 SARs meant they no longer had a dual trigger time of vesting or a market performance condition. See Note 15 – Stock-Based Compensations and Stock Purchase Plans for further information. During the year ended December 31, 2015, no transfers were made between Level 1, Level 2 and Level 3 liabilities or assets. Share-Based Compensation We use the fair value based method of accounting for share-based compensation. To fair value the long-term incentive awards issued in 2015 with a market condition, a Monte Carlo simulation was utilized. Stock Options and SARS issued without a market condition are measured at fair-value using a Black-Scholes option pricing model. Restricted stock and RSUs issued without a market condition are measured at their fair values. On October 7, 2016, with the closing of the sale of HVDH, all long-term incentive awards vested. With the vesting of the long-term incentive awards, the market condition related to certain 2015 long-term incentive awards no longer existed and all awards could be measured at fair value using the same methods as the incentive awards issued without market conditions. For more information about our share-based compensation, the fair value of these awards, and the additional market condition. See Note 15 – Stock-Based Compensations and Stock Purchase Plans . 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. Since December 31, 2013, we have provided deferred income taxes on undistributed earnings of our foreign subsidiaries where we are not able to assert that such earnings would be permanently reinvested, or otherwise could be repatriated in a tax free manner, as part of our ongoing business. As of December 31, 2015, the deferred tax liability provided on such earnings had been reduced to zero due to the impairment of the underlying book investment in Petrodelta. With the sale of Harvest Holding and the anticipated dissolution of our subsidiary HNR Energia BV under the Company’s Plan of Dissolution, we recorded a deferred tax liability of $0.1 million as of December 31, 2016 on the historical earnings and profits of HNR Energia that would be repatriated to the U.S. as taxable income on that entity’s liquidation. As the conversion feature of the 9% Note was reasonably expected to be exercised at the time of the note’s issuance due to the conversion price being in-the-money, the interest on the 9% Note paid upon its conversion is non-deductible to the Company under Internal Revenue Code (“IRC”) Section 163(l). 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 is an AHYDO; consequently, the OID has been treated as non-deductible for income tax purposes. Valuation and Qualifying Accounts Our valuation and qualifying accounts are comprised of the deferred tax valuation allowance, investment valuation allowance and Value-Added Tax (“VAT”) receivable valuation allowance. Balances and changes in these accounts are, in thousands: Additions Balance at Beginning of Year Charged to Income Other Deductions From Reserves Credited to Income Balance at End of Year (in thousands) Year ended December 31, 2016 Amounts deducted from applicable assets in continuing operations Deferred tax valuation allowance $ 88,880 $ — $ (16,913) $ — $ 71,967 Investment valuation allowance 1,350 — — — 1,350 Year ended December 31, 2015 Amounts deducted from applicable assets in continuing operations Deferred tax valuation allowance $ 84,558 $ — $ 4,322 $ — $ 88,880 Investment valuation allowance 1,350 — — — 1,350 VAT valuation allowance (b) 2,792 — (2,792) — — (a) Valuation allowance for the VAT receivable associated with Harvest Budong. On May 4, 2015, the Company sold the shares of Harvest Budong-Budong B.V. to Stockbridge Capital Limited and the rights to the VAT receivable went with the entity to the buyer . Additions Balance at Beginning of Year Charged to Income Other Deductions From Reserves Credited to Income Balance at End of Year (in thousands) Year ended December 31, 2016 Amounts deducted from applicable assets in discontinued operations Deferred tax valuation allowance $ 137,039 $ — $ 145 $ — $ 137,184 Reserve for notes receivable related party — 5,160 (5,160) — — Long-term receivable - investment in affiliate (a) 13,753 — (13,753) — — Year ended December 31, 2015 Amounts deducted from applicable assets in discontinued operations Deferred tax valuation allowance $ 97,347 $ — $ 39,692 $ — $ 137,039 Long-term receivable - investment in affiliate (a) 13,753 — — — 13,753 (a) Relates to a dividend receivable of $12.2 million and $1.6 million of long-term receivable due from our investment in affiliate. 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 since we have no material operating or financing leases. 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 since we have no contingent call (put) options. 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 do not believe the adoption of this guidance will have a material impact on our financial position, results of operations or cash flows since we have no equity method investments. 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. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”, or ASU 2016-15. ASU 2016-15 provides specific guidance on eight cash flow classification issues not specifically addressed by GAAP: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments; contingent consideration payments; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies; distributions from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The amendments in ASU 2016-15 are effective for interim and annual periods beginning after December 15, 2017. ASU 2016-15 should be applied using a retrospective transition method, unless it is impracticable to do so for some of the issues. In such case, the amendments for those issues would be applied prospectively as of the earliest date practicable. Early adoption is permitted. We are currently evaluating the provisions of ASU 2016-15 but do not expect to have a significant impact on the presentation of cash receipts and cash payments within our consolidated statements of cash flows. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. We will be required to adopt the amendments in this ASU in the annual and interim periods beginning January 1, 2018, with early adoption permitted at the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. The application of the amendments will require the use of a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. We are evaluating the standard and the impact it will have on our consolidated financial statements . |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 4 – Earnings Per Share Basic earnings per common share (“EPS”) are computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. 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. Year Ended December 31, 2016 2015 (in thousands) Loss from continuing operations $ (22,480) $ (27,250) Income (loss) from discontinued operations, net of income taxes (a) 89,051 (71,320) Net income (loss) attributable to Harvest $ 66,571 $ (98,570) Weighted average common shares outstanding - basic and dilutive 12,432 11,322 Income (loss) per share: Loss from continuing operations $ (1.81) $ (2.41) Income (loss) from discontinued operations 7.16 (6.30) Basic and dilutive income (loss) per share $ 5.35 $ (8.71) (a) Net of net income attributable to noncontrolling interest owners. The year ended December 31, 2016 per share calculations above e xclude 1.6 million options because they were in a loss position from continuing operations . The year ended December 31, 2015 per share calculations above exclude 1.0 million options and 8.5 million warrants because we were in a net loss position from continuing operations . |
Dispositions and Discontinued O
Dispositions and Discontinued Operations | 12 Months Ended |
Dec. 31, 2016 | |
Dispositions and Discontinued Operations [Abstract] | |
Dispositions and Discontinued Operations | Note 5 – Dispositions and Discontinued Operations Discontinued Operations On October 7, 2016, the Company, and its wholly owned subsidiary, HNR Energia, completed the sale of all of HNR Energia’s 51 percent interest in Harvest Holding, to Delta Petroleum, pursuant to a Share Purchase Agreement. Harvest Holding owns, indirectly through wholly owned subsidiaries, a 40% interest in Petrodelta, through which all of the Company’s interests in Venezuela were owned. Thus, under the Share Purchase Agreement, the Company sold all of its interests in Venezuela to Delta Petroleum. As a result of the sale, Harvest Holding’s effect on results of operations and other items directly related to the sale have been reported as discontinued operations. See Note 1 – Organization – Sale of Venezuela Interests for further information. The Company’s 51 percent interest in Harvest Holding and the assets and liabilities directly related to the sale have been reclassified to assets and liabilities associated with discontinued operations as follows: As of December 31, Assets associated with discontinued operations 2016 2015 (in thousands) Cash and cash equivalents $ — $ 5,256 Accounts receivable — 3 Prepaid costs — 15 Embedded derivative asset (1) — 5,010 Deferred taxes (3) — 120 Long-term note receivable, net — — Administrative property, net — 16 Other assets — 24 $ — $ 10,444 As of December 31, Liabilities associated with discontinued operations 2016 2015 (in thousands) Accounts payable $ — $ 5 Accrued Expenses — 341 Accrued interest payable — 954 Other current liabilities — 160 15% Note and Additional Draw Note, net (1) — 214 CT Warrant liability (2) — 5,503 $ — $ 7,177 (1) See Note 11 – Debt and Financing for further information. (2) See Note 12 – Warrant Derivative Liability for further information . (3) Net deferred tax assets for Harvest Holding at December 31, 2015 included deferred tax assets related to operating loss carryforwards and investment in affiliate, substantially offset by a valuation allowance. The deferred tax liability recognized in prior periods was decreased during 2015 to zero due to the impairment of the Company’s remaining investment in Petrodelta. At December 31, 2015 we had net operating losses for carryforward of $7.3 million available for up to three years from 2013. Harvest Holding’s effect on results of operations and other items directly related to the sale have been reported in discontinued operations as follows: Year Ended December 31, 2016 2015 (in thousands) Income (Loss) from Discontinued Operations Depreciation $ (15) $ (21) Reserve for note receivable - related party (5,160) — Impairment of investment in affiliate — (164,700) General and administrative expense (3,291) (3,052) Change in fair value of warrant derivative liability (9,376) 34,510 Change in fair value of embedded derivative asset and liabilities 2,412 4,813 Gain on sale of Harvest Holding 115,528 — Interest expense (4,239) (2,958) Loss on debt conversion — (1,890) Loss on issuance of debt — (20,402) Loss on extinguishment of debt (10,274) — Foreign currency transaction gains 217 320 Income tax expense (24) (27) Income (loss) from discontinued operations, net of income taxes $ 85,778 $ (153,407) Loss attributable to noncontrolling interests (3,273) (82,087) Income (loss) attributable to discontinued operations, net of income taxes $ 89,051 $ (71,320) |
Investment in Affiliate
Investment in Affiliate | 12 Months Ended |
Dec. 31, 2016 | |
Investment in Affiliate [Abstract] | |
Investment in Affiliate | Note 6 – Investment in Affiliate Venezuela – Petrodelta, S.A. During 2015 and 2016 through October 7, 2016 sale of our interests in Venezuela, we accounted for the investment in Petrodelta under Accounting Standards Codification (“ASC”) 325 – Investments – Other (the “cost method”). Under the cost method, we did not recognize any equity in earnings from the investment in Petrodelta in our results of operations, but would have recognized cash dividends in the period they had dividends been received. |
Venezuela - Other
Venezuela - Other | 12 Months Ended |
Dec. 31, 2016 | |
Venezuela - Other [Abstract] | |
Venezuela - Other | Note 7 – Venezuela – Other On October 7, 2016, the Company, and its wholly owned subsidiary, HNR Energia, completed the sale of all of HNR Energia’s 51 percent interest in Harvest Holding, to Delta Petroleum, pursuant to Share Purchase Agreement. See Note 1 – Organization – Sale of Venezuela Interests for more information. We have no further business interests in Venezuela. |
Gabon
Gabon | 12 Months Ended |
Dec. 31, 2016 | |
Gabon [Abstract] | |
Gabon | Note 8 – Gabon We are the operator of the Dussafu PSC , which is located offshore Gabon, with a 66.667 percent ownership . 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 Ministry of Mines, Energy, Petroleum and Hydraulic Resources agreed to lengthen the third exploration phase to four years until May 27, 2016. The third exploration phase of the Dussafu PSC expired on May 27, 2016. The 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 the 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. On December 21, 2016, the Company and its wholly owned subsidiary, HNR Energia, entered into a Sale and Purchase Agreement with BW Energy to sell all of Harvest's oil and gas interests in Gabon. Under the terms of the Sale and Purchase Agreement, BW Energy will acquire HNR Energia's 100 percent interest in Harvest Dussafu B.V., which owns a 66.667 percent interest in the Dussafu production sharing contract. BW Energy will pay HNR Energia $32.0 million in cash for the interest, subject to certain adjustments. BW Offshore Singapore Pte. Ltd, an affiliate of BW Energy and BW Offshore Limited, a global provider of floating production services to the oil and gas industry, has guaranteed the obligations of BW Energy under the Sale and Purchase Agreement. At the closing of the transaction, $2.5 million of the $32.0 million purchase price will be deposited in escrow, to be held for up to six months to satisfy any post-closing claims the purchaser may have for any breaches of warranties made by Harvest and HNR Energia under the Sale and Purchase Agreement. We also incurred $1.4 million in costs associated with the potential sale of our interests in Gabon reported as transaction costs associated with the potential sale of Harvest Dussafu in our results of operation for the year ended December 31, 2016. In December 2015, the Company reassessed the carrying value of the unproved costs related to the Dussafu PSC and recorded an additional impairment of $23.2 million based on its analysis of the value of the unproved costs which considered the value of the contingent and exploration resources and the ability of the Company to develop the project given its current liquidity situation and the depressed price of crude oil. 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 project. In December 2016, the Company reassessed the carrying value of the unproved costs related to the Dussafu PSC. Based on the terms of the contract to sell Harvest Dussafu to BW Energy, no impairment is needed. 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. We impaired the value of this inventory by approximately $1.0 million in 2015 . During the year ended December 31, 2016, the Company conducted an inventory analysis and based on the condition of the equipment, we lowered the value of inventory by $1.5 million. See Note 13 – Commitments and Contingencies for a discussion related to our Gabon operations. |
Indonesia
Indonesia | 12 Months Ended |
Dec. 31, 2016 | |
Indonesia [Abstract] | |
Indonesia | Note 9 – Indonesia We fully impaired our investment in the Budong Production Sharing Contract (“Budong PSC”) in Indonesia as of March 31, 2014. In June 2014, Harvest and our partner adopted a resolution to terminate the Budong PSC. Harvest advised the Indonesian government of this decision and submitted a request to terminate the Budong PSC. On February 5, 2015, the Company entered into a Share Purchase Agreement to transfer shares of Harvest Budong-Budong B.V. to Stockbridge Capital Limited for a nominal amount. On February 17, 2015, a withdrawal request of the earlier termination request was made to the Indonesian government and the withdrawal request was accepted on April 15, 2015. The transfer of shares to Stockbridge Capital Limited was completed on May 4, 2015. |
Notes Payable to Noncontrolling
Notes Payable to Noncontrolling Interest Owners | 12 Months Ended |
Dec. 31, 2016 | |
Notes Payable to Noncontrolling Interest Owners [Abstract] | |
Notes Payable to Noncontrolling Interest Owners | Note 10 – Notes Payable to Noncontrolling Interest Owners The noncontrolling interest owners in Harvest Holding, Oil & Gas Technology Consultants (Netherlands) Cooperatie V.A. (“Vinccler”) (owned 20 percent) and Petroandina (owned 29 percent) were both related parties of the Company prior to the sale of our interests in Venezuela on October 7, 2016. At December 31, 2014, HNR Energia had a note payable to Vinccler of $6.1 million. Principal and interest were payable upon the maturity date of December 31, 2015 . On March 6, 2015, Vinccler forgave the note payable and accrued interest of $6.2 million. This was reflected as a contribution to stockholders’ equity. On June 19, 2015, the Company and certain of its domestic subsidiaries entered into a securities purchase agreement with CT Energy, under which CT Energy purchased certain securities of the Company and acquired certain governance rights including an appointment to the board of directors. See Note 1 – Organization – Sale of Securities to CT Energy for further information. |
Debt and Financing
Debt and Financing | 12 Months Ended |
Dec. 31, 2016 | |
Debt and Financing [Abstract] | |
Debt and Financing | Note 11 – Debt and Financing On June 19, 2015 , we issued the CT Warrant, 9% and 15% Notes, the Additional Draw Note and Series C preferred stock 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 Warrant did not meet the required conditions to qualify for equity classification and was required to be classified as a warrant liability (see Note 12 – Warrant Derivative Liability ). The estimated fair value, at issuance, of the embedded derivative asset was $2.5 million, the embedded derivative liability was $13.5 million and the warrant liability was $40.0 million. In accordance with ASC 815 , the proceeds were first allocated to the fair value of the embedded derivatives and warrants, which resulted in no value being attributable to the Series C preferred stock and the 9% and 15% Notes. As a result of the allocation, we recognized a loss on the issuance of these securities of $20.4 million in our consolidated statements of operations and comprehensive loss in discontinued operations during the year end December 31, 2015 since these financial instruments were terminated as part of the October 7, 2016 sale. The following table summarizes the movement of our long-term debt due to related party net of discount: Year Ended December 31, Long-Term Debt 2016 2015 (in thousands) Beginning balance - January 1, 2016 and 2015 $ 214 $ — Capitalization of accrued interest 2,704 — Borrowings under the 9% and 15% Notes 3,000 32,200 Proceeds from note payable to CT Energy — 1,300 Repayment of note payable to CT Energy — (1,300) Value assigned to embedded derivative — (32,200) Conversion of 9% Note, net of unamortized discount — (11) Additional Draw Note borrowings 8,000 — 15% Note and Additional Draw Note - premiums 3,139 — Accretion of discount on debt 823 225 Amortization of premium on debt (63) — Cancellation of the 15% Note and Additional Draw Note with the sale of Harvest Holding (17,817) — $ — $ 214 (1) Debt and financing related to the CT Energy transaction has been reclassified to liabilities associated with discontinued operations. Please see Note 5 – Dispositions and Discontinued Operations for further information. The face value of the 15% and 9% Note s and Additional Draw Note were recorded net of the discount related to the value allocated to the embedded derivatives and warrant. The unamortized discount of the 15% Note immediately prior to the October 7, 2016 closing on the sale of Harvest Holding was $23.0 million ( $25.0 million at December 31, 2015 ) . The Company accrete d the discount over the life of the note using the interest method. Total interest expense for year ended December 31, 2016 associated with the 15% Note and Additional Draw Note from CT Energy, a related party, was $4.3 million, comprised of $3.5 million related to the stated rate of interest on the note, $0.8 million related to the accretion of the discount on the debt and $(0.1) million amortization of premium on debt. Total inter est expense for the year ended December 31, 2015 associated with the 15% and 9% N ote s was $2.2 million, comprised of $2.0 million related to the stated rate of interest on the note and $0.2 million related to the accretion of the discount on the debt. The interest expense associated with the 15% and 9% Notes was reported in discontinued operations. The fair value of the 15% Note immediately prior to the October 7, 2016 closing on the sale of Harvest Holding was $13.9 million ( $8.8 million December 31, 2015) calculated using a Monte Carlo simulation. CT Energy 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 under or the termination of the Share Purchase Agreement. These loans were made under the Additional Draw Note. See Additional Draw Note below for more information. 15% No te On June 19, 2015 , in connection with the transaction with CT Energy described in Note 1 – Organization , we issued the five -year, 15% Note in the aggregate principal amount of $25.2 million with interest that wa s compounded quarterly at a rate of 15% per annum and wa s 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 a ny consecutive 30-day period had not equaled or exceeded $10.00 per share, the ma turity date of the 15% Note would be extended by two years and the int erest rates on the 15% Note would adjust to 8.0% (the “15% Note Reset Feature”). As described in Note 1 – Organization – Sale of Securities to CT Energy , the 15% Note was cancelled on October 7, 2016 upon the closing of the sale of all of our interests in Venezuela to an affiliate of CT Energy. On January 4, April 1, and May 3, 2016, Harvest entered into first, second and third amendments, respectively, to the 15% Note. Each amendment converted an interest payment and increased the principal amount of the 15% Note by the amount of the converted interest payment, less applicable withholding tax of $0.1 million for January 4 and April 1. 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 was $30.9 million (carrying value: $7.9 m illion ) immediately prior to the October 7, 2016 closing of Harvest Holding. The Company could 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 wa s 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 wa s 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 outstandi ng principal of the 15% Note could declare the principal, premium, if any, and accrued and unpaid interest of such notes 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 pl us accrued and unpaid interest wa s immediately due and payable. We 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 were linked to achievement of a ce rtain stock price, the feature wa s not considered clearly and closely related to the debt host. In addition, the i nterest rate at the reset date wa s 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 accounted for the 15% Note Reset Feature as an em bedded derivative asset that had been measured at fair value with current changes in fair value reflected in our consolidated statements of operations and comprehensive income ( loss ) in discontinued operations since it was terminated as part of the October 7, 2016 sale . 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 wa s 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 were our current stock price, U.S. Treasury rate, our credit spread and the underlying yield volatility. As part of our overall valua tion process, management employed 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 were designed to help ensure that the fair value measurements and disclosures were appropriate, consistently applied, and reliable. We estimate d 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 period of 6.0 years . The risk-free interest rate wa s 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 assumptions summarized in the following table were used to calculate the fair value of the derivative asset associated with the 15% Note and the Additional Draw Note immediately prior to the October 7, 2016 closing of the sale of Harvest Holding and December 31, 2015 and reported in assets associated with discontinued operations on our consolidated balance sheet as of December 31, 2015 : Fair Value Hierarchy As of October 6, As of December 31, Level 2016 2015 Significant assumptions (or ranges): Weighted Term (years) 3.72 4.47 Yield Volatility Level 2 input 40 % 35 Risk-free rate Level 1 input 1.0% to 1.2 % 1.6% to 2.0 Dividend yield Level 2 input 0.0 % 0.0 Scenario probability: Claim Date extended with Stock Appreciation Date threshold met Level 3 input 72.2 % 54.8 Claim Date extended with Stock Appreciation Date threshold not met Level 3 input 46.0 % 36.1 Claim Date not extended with Stock Appreciation Date threshold met Level 3 input 72.2 % 54.8 Claim Date not extended with Stock Appreciation Date threshold not met Level 3 input 44.9 % 33.4 Scenario probability (future draws/no future draws) Level 3 input 10%/90 % 50%/50 The embedded derivative asset related to the 15% Note contained 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 10/90 scenario at October 6, 2016 (50/50 scenario at December 31, 2015) of the draw or no draw for valuation of the embedded derivative asset. The fair value of the embedded derivative asset related to the 15% Note Reset Feature was $8.4 million immediately prior to the October 7, 2016 closing of the sale of Harvest Holding and $5.0 million at December 31, 2015 . We recognized $ 2.2 million and $2.5 million in income related to the change in fair value of derivative assets and liabilities in discontinued ope rations for the years ended December 31, 2016 and 2015, respectively. Additional Draw Note On June 19, 2015 , in connection with the transaction with CT Energy described in Note 1 – Organization , the Company also issu ed the Additional Draw N ote which, under cert ain circumstances, CT Energy could 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 mill ion in aggregate). If funds were loaned under the Additional Draw N ote , interest would be compounded quarterly at a rate of 15.0% per annum and would be payable quarterly on the first business day of each January, April, July and October, commencing October 1, 2016 . If by June 19, 2016 (“ the Claim Date ”) , the volume weighted average price of the Company’s common stock over a ny consecutive 30-day period had not equaled or exceeded $10.00 per s hare, the maturity date of the Additional Draw Note would be extended by two year s and the interest rate on the Additional Draw Note would adjust to 8.0% . As described in Note 1 – Organization – Sale of Securities to CT Energy , the Additional Draw Note was cancelled on October 7, 2016 upon the closing of the sale of all of our interests in Venezuela to an affiliate of CT Energy. 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”. We determined to account for the Additional Draw Note Reset Feature as an embedded derivative asset measured at fair value with current changes in fair value reflected in our consolidated statements of operations and comprehensive income (loss) in discontinued operations since it was terminated as part of the October 7, 2016 sale. 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 Company could prepay all or a portion of the Additional Draw N ote 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 N ote being prepaid, plus accrued and unpaid interest. The make-w hole price with respect to the Additional Draw Note had the same meaning described above with respect to the 15% Note under. 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 (including the Additional Draw N ote, if outstanding) could declare the principal, premium, if any, and accrued and unpaid interest of such notes 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 pl us accrued and unpaid interest wa s immediately due and payable. The fair value of the embedded derivative asset related to the Additional Draw Note Reset Feature was $2.2 million immediately prior to the October 7, 2016 closing of the sale of Harvest Holding (carrying value: $9.9 million). We recognized $0.2 million in income for the year ended December 31, 2016 in change in fair value of embedded derivative assets in discontinued operations related to the Additional Draw Note Reset Feature. 9% Note On June 19, 2015 , in connection with the transaction with CT Energy described in Note 1 – Organization , we issued the five -year, 9% Note in the aggregate principal amount of $7.0 million, which was immediately convertible into 2,126,525 shares of the Company’s common stock, par value $0.01 per share, at an initial conversion price of $3.28 per share (“Beneficial Conversion Feature”). Interest on the 9% Note was compounded quarterly at a rate of 9.0% per annum and was payable quarterly, 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 had not equaled or exceeded $10.00 per share, the m aturity date of the 9% Note would be extended by two years and the in terest rates on the 9% Note would adjust to 8.0% (the “9% Note Reset Feature”). Regarding the 9% Note Reset Feature, because the interest rate and maturity date reset were linked to achievement of a certain stock price, the feature was not considered clearly and closely related to the debt host. In addition, the interest rate at the reset date was 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 accounted for the 9% Note Reset Feature as an embedded derivative asset that was measured at fair value with current changes in fair value reflected in change of fair value of derivative assets and liabilities in our consolidated statements of operations and comprehensive income ( loss ) in discontinued operations . The changes in the fair value of this embedded derivative asset were netted against the changes in the fair value of the embedded derivative liabilities relating to the 9% Down-Round Provision and Note Reset Feature discussed below. The conversion price was subject to adjustment upon the occurrence of certain events, including a stock issuance, dividend, or stock split. If the Company completes an issuance of common stock at a price less than the current conversion price , then the conversion price would be fully reduced to the new issuance price for such below-price issuance (the “9% Down-Round Provision”). This wa s a full ratchet down round provision that could compensate the holder for an amount greater than dilution related to a stock issuance. For example, in the event of an issuance of stock causing a 10% dilution, the note holder could theoretically be compensated greater than 10% under certain circumstances. The embedded 9% Down-Round Provision and the 9% Note Reset Feature was valued using the ‘with’ and ‘without’ method. A Binomial Lattice Model was used to value the 9% Note and the incremental value attributed to the embedded options was determined based on a comparison of the value of the 9% Note with the features included and without the features included. Key inputs into this valuation model were our current stock price, U.S. Treasury rate, our credit spread and the underlying stock price volatility. As part of our overall valua tion process, management employed 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 were designed to help ensure that the fair value measurements and disclosures are appropriate, consistently applied, and reliable. We estimated 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 was based on the U.S. Treasury yield curve as of the valuation dates for a maturity similar to the expected remaining life of the 9% 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 t he Company. This model required 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 draws. We evaluated the 9% Down-Round Provision and the 9% Note Reset Feature using ASC 815. The Co nvertible Down-Round Provision wa s not consistent with a fixed-price-for-fixed-number of shares in strument and therefore precluded the conversion option from being indexed to the Company’s own stock. As a result, the conversion option did not meet the scope exception in ASC 815 and was bifurcated as a separate liability that had been measured at fair value with current changes in fair value reflected in our consolidated statements of operations and comprehensive income ( loss ) in discontinued operations . The fair value of the net embedded derivative liabilit ies was $13.5 million at issuance and $11.1 million immediately prior to the conversion of the 9% Note. We recognized $2.3 million in income for the change in the fair value of this embedded derivative liabilit ies in our consolidated statement of operations and comprehensive loss in discontinued operations for the year ended December 31, 2015. On September 15, 2015, the 9% Note , the associated accrued interest and related derivative liabilit ies were converted into 2,166,900 shares of the Company’s common stock. The Company recognized a $1.9 million loss on debt conversion. The $1.9 million loss on debt conversion was the result of the difference between the September 14, 2015 carrying value of the 9% Note , including accrued interest and unamortized debt discount ( $0.2 million) and the fair value of the related derivative liabilit ies ( $11.1 million ) less the fair value of the 2 , 166,900 shares issued upon conversion ( $13.2 million ) at September 15, 2015. The shares issued upon conversion were returned to the Company as part of the Share and Purchase Agreement. The assumptions summarized in the following table were used to calculate the fair value of the net embedded derivative liability associated with the 9% Note at the date of issuance: Fair Value Hierarchy Level June 19, 2015 Significant assumptions (or ranges): Stock price Level 1 input $ 7.28 Term (years) Level 1 input 5.0 Volatility Level 2 input 90 % Risk-free rate (base) Level 1 input 0.27 % Risk-free rate ( 5 year) Level 1 input 2.05 % Risk-free rate ( 7 year) Level 1 input 2.40 % Dividend yield Level 2 input 0.0 % |
Warrant Derivative Liability
Warrant Derivative Liability | 12 Months Ended |
Dec. 31, 2016 | |
Warrant Derivative Liability [Abstract] | |
Warrant Derivative Liability | Note 12 – Warrant Derivative Liability CT Warrant Liability On June 19, 2015, in connection with the transaction with CT Energy described in Note 1 – Organization, we issued a warrant exercisable for 8,517,705 shares of the Company’s common stock at an initial exercise price of $5.00 per share. The CT Warrant could not be exercised until the volume weighted average price of the Company’s common stock over any consecutive 30-day period equals or exceeded $10.00 per share. As described in Note 1 – Organization – Sale of Securities to CT Energy , the CT Warrant was cancelled on October 7, 2016 upon the closing of the sale of all of our interests in Venezuela to an affiliate of CT Energy. The fair value of the CT Warrant was $14.9 million immediately prior to the October 7, 2016 closing on the sale of Harvest Holding and $5.5 million at December 31, 2015. We recognized a $ 9.4 million loss related to the change in fair value of the warrant liability in discontinued operations for the year ended December 31, 2016 . We recognized a $34.5 million in income related to the change in fair value of the warrant liability in discontinued operations for the year ended December 31, 2015 . We 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 ed 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 theref ore the CT Warrant wa s not considered to be “indexed to the issuer’s own stock” and did not meet the exception from derivative treatment in ASC 815. The Company account ed for the CT Warrant as a derivative which was marked to market immediately prior to the October 6, 2016. Estimating fair values of derivativ e financial instruments required 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 (su ch as the Monte Carlo model) were highly volatile and sensitive to changes in the trading market price of our common stock. Since deri vative financial instruments were initially and subsequently carried at f air value, our income would reflect the volatility in these estimate and assumption changes. A Monte Carlo simulation model wa s used to value the CT Warrant to determine if the Stock Appreciation Date is achieved, which is based on the average stock price over a 30 day period ( 21 trading days) reaching $ 10.00. This required Level 3 inputs (see Note 3 – Summary of Significant Accounting Policies, Financial Instruments and Fair Value Measurements ) which were fundamentally based on market data but require complex mode ling. The additional modeling wa s required in order to simulate future stock prices, to determine whether the Stock Appreciation Date wa s 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 October 6, 2016 and December 31, 2015 reclassified to liabilities associated with discontinued operations on our consolidated balance sheet: Fair Value Hierarchy As of October 6, As of December 31, Level 2016 2015 Significant assumptions (or ranges): Stock price Level 1 input $ 3.40 $ 1.72 Exercise price Level 1 input $ 5.00 $ 5.00 Stock appreciation date price (hurdle) Level 1 input $ 10.00 $ 10.00 Term (warrants) Level 1 input 1.7162 2.4668 Term (Claim Date) Level 1 input 0.0574 0.4672 Term (Claim Date extended) Level 1 input 0.2240 0.9672 Volatility Level 2 input 140.0 % 110.0 % Risk-free rate (warrants) Level 1 input 0.77 % 1.27 % Risk-free rate (Claim Date) Level 1 input 0.44 % 0.55 % Risk-free rate (Claim Date extended) Level 1 input 0.48 % 0.70 % Dividend yield Level 2 input 0.0 % 0.0 % Inherent in the Monte Carlo valuation model were assumptions related to expected stock price volatility, expected life, risk-free interest rate and dividend yield. As part of our overall valua tion process, management employed 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 were designed to help ensure that the fair value measurements and disclosures are appropriate, consistently applied, and reliable. We estimate d the volatility of our common stock based on historical volatility that matches the expected remaining life of the longest instrument in the transaction, seven year s. The risk-free interest rate wa s 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 ex pected life of the CT Warrants wa s assumed to be equivalent to their remaining contr actual term. The dividend rate wa s based on the historical rate, which we anticipate d to remain at zero . MSD Warrants On October 28, 2015, the warrants issued as inducements in connection with a $60 .0 million term loan facility that was paid off in May 2011 (“ MSD Warrants ”) expired. The Warrant Purchase Agreement dated as of October 28, 2010 included certain anti-dilution provisions which adjust ed the number of warrants and the exercise price per warrant. The issuance of the CT Energy 9% Note, because of the initial conversi on price and the CT Warrant of 8,517,705 shares triggered the anti-dilution provisions on the MSD Warrants which resulted in the issuance of 386,935 additional warrants during the year ended December 31, 2015. In addition, the exercise price per share for all warrants was repriced to $27.88 per warrant during the year ended December 31, 2015. The warrants had been classified as a liability on our consolidated balance sheets and marked to market. We recognized $0.0 million in warrant liability income in our consolidated statement of operations and comprehensive loss year ended December 31, 2015 for these warrants. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 13 – Commitments and Contingencies We have employment contracts with five executive officers which provide for annual base salaries, eligibility for bonus compensation and various benefits. The contracts provide for a lump sum payment as a multiple of base salary in the event of termination of employment without cause. In addition, these contracts provide for payments as a multiple of base salary and bonus, excise tax reimbursement, outplacement services and a continuation of benefits in the event of termination without cause following a change in control. By providing one year notice, these agreements may be terminated by either party on or before May 31, 2017. We have various contractual commitments pertaining to leasehold, training, and development costs for the Dussafu PSC totaling $3. 4 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 which is expected in 2017 under the approved field development plan. 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 December 31, 2016 , the gross carrying amount associated with obligations to third parties which were fixed at the end of the period was $64 thousand ( $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 balance sheet in accounts payable. The net amount related to other accrued expenses is reflected in accrued expenses in the consolidated balance sheet. Our partners have obligations totaling $21 thousand as of December 31, 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) (the “Phillips Case”); 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., James 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 alleged that the defendants made certain false or misleading public statements and demanded that the defendants pay unspecified damages to the class action plaintiffs based on stock price declines. All of these actions were consolidated into the Phillips Case. On August 25, 2016, the court granted the defendants’ motion to dismiss the Phillips Case and entered a final judgment dismissing the Phillips Case in its entirety. The plaintiffs declined to file an appeal, and the time for the filing an appeal expired on September 26, 2016. On February 27, 2015, Harvest (US) Holdings, Inc. (“Harvest US”), a wholly owned subsidiary of Harvest and Branta, LLC and Branta Exploration & Production Company, LLC filed a complaint against Newfield Production Company (“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 in December 2015 . 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. Harvest Holding had 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 these tax assessments was transferred by the Company upon the closing of the sale of the Company’s 51 percent interest in Harvest Holding on October 7, 2016, and remains the responsibility of Harvest Vinccler and not the Company . 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. Harvest Vinccler had filed claims in the Tax Court in Caracas against the Libertador Municipality for the refund of all municipal taxes paid since 2002. Any potential liability for these tax assessments was transferred by the Company upon the closing of the sale of the Company’s 51 percent interest in Harvest Holding on October 7, 2016, and remains the responsibility of Harvest Vinccler and not the Company . On January 26, 2015, Petroandina Resources Corporation N.V. (“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 alleged a January 15, 2015 Request for Arbitration filed by HNR Finance and Harvest Vinccler against the Government of Venezuela before the International Centre for Settlement of Investment Disputes regarding HNR Finance’s investment in Petrodelta (the “Request for Arbitration”) constituted a breach of the Shareholders’ Agreement, dated December 16, 2013, which governed the rights of HNR Energia and Petroandina as shareholders of Harvest Holding (the “Shareholders Agreement”). Specifically, the Shareholders’ Agreement required HNR Energia to provide advance notice of, and deposit $5.0 million into an escrow account, before bringing any claim against the Venezuelan government. 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 withdrew without prejudice the Request for Arbitration. On October 11, 2016, as described in the following paragraph, the Court of Chancery dismissed this claim with prejudice pursuant to a settlement agreement among the Company, HNR Energia, CT Energy and Petroandina. On July 12, 2016, Petroandina filed a second claim against the Company and HNR Energia in the Court of Chancery. The claim alleged that, by entering into the Share Purchase Agreement to sell its Venezuelan interests to CT Energy, the Company and HNR Energia breached the Shareholders’ Agreement. The claim requested an injunction to prevent the Company and HNR Energia from completing the proposed transaction with CT Energy. On August 16, 2016, the Court of Chancery granted Petroandina’s motion for a preliminary injunction. On September 8, 2016, the Company, HNR Energia, CT Energy and Petroandina entered into a settlement agreement (the “Settlement Agreement”) intended to resolve the claim. On September 8, 2016, the Court of Chancery granted an order amending its August 16, 2016 order and permitting Harvest and HNR Energia to effect the HNR Energia transaction, provided that the parties complied with the Settlement Agreement. On October 7, 2016, as contemplated in the Settlement Agreement, Petroandina completed the sale of its 29 percent interest in Harvest Holding to Delta Petroleum, the assignee of CT Energy’s rights and obligations under the Settlement Agreement (the “Petroandina Sale”). On October 11, 2016, in accordance with the Settlement Agreement, the Court of Chancery issued an order dismissing with prejudice Petroandina’s claims against the Company and HNR Energia. As part of the Settlement Agreement and effective upon closing of the Petroandina Sale, HNR Energia agreed to pay Petroandina $1,000,000 accrued as of December 31, 2016 and the cost as reimbursement for expenses incurred by Petroandina in connection with the litigation related to the Shareholders’ Agreement. This was recorded to Transaction Costs Related to Sale of Harvest Holding on our consolidated condensed statement of operations and comprehensive income (loss) in discontinued operations during the year ended December 31, 2016. Additionally, effective upon the closing of the Petroandina Sale, the Company, HNR Energia and CT Energy released Petroandina and its affiliates, and Petroandina released the Company, HNR Energia, CT Energy and their respective affiliates, from all claims or liabilities in connection with the Shareholders’ Agreement, the Share Purchase Agreement or the sale of the Company’s interests in Venezuela arising up to the date of the Settlement Agreement. On August 9, 2016, Robert Garfield, a stockholder of the Company, filed a lawsuit in the 215th Civil District Court of Harris County, Texas against the members of the Company’s Board and CT Energy (and the Company, as a nominal defendant). The lawsuit asserts several class actions and derivative claims, including that (i) the Board members breached their fiduciary duties to the Company’s stockholders by negotiating and causing the execution of the Share Purchase Agreement with CT Energy, (ii) CT Energy aided and abetted the Board members in breaching their fiduciary duties and (iii) the proxy statement related to the transaction contained inadequate disclosures about the proposed transaction. Among ot her relief, the lawsuit requested that the court grant an injunction to prevent the completion of the proposed transaction, in addition to unspecified rescissory and compensatory damages and attorneys’ fees and other costs. On September 14, 2016 plaintiff’s motion for a temporary injunction was denied. On November 15, 2016, this lawsuit was dismissed without prejudice. On October 14, 2016, Saltpond Offshore Producing Co., Ltd. (“Saltpond”) filed a petition in the 334th Judicial District Court of Harris County, Texas under Rule 202 of the Texas Rules of Civil Procedure to take a pre-suit deposition of the Company’s general counsel. Counsel for Saltpond also represents the Possible Plaintiffs in Item 11. The petition alleges that Alessandro Bazzoni, a representative of CT Energy, obtained proceeds from oil allegedly misappropriated from Saltpond and used these funds to consummate the June 19, 2015 Securities Purchase Agreement between CT Energy and the Company. The petition “seeks information to pursue a claim under the Uniform Fraudulent Transfer Act.” A hearing had been scheduled for November 11, 2016 as to whether Saltpond should be entitled to seek information from the Company but the hearing was postponed at the request of Saltpond’s lawyers. The Company denies the allegations in the petition and intends to mount a vigorous defense. Because the petition is in its preliminary stages, it is not possible to estimate the likelihood or magnitude of any potential liability at this time. 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. |
Taxes
Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Taxes [Abstract] | |
Taxes | Note 14 – Taxes Taxes on Income The tax effects of significant items comprising our net deferred income taxes attributable to continuing operations are as follows: As of December 31, 2016 2015 Foreign United States and Other Foreign United States and Other (in thousands) Deferred tax assets: Operating loss carryforwards $ 20,417 $ 19,755 $ 42,791 $ 13,547 Stock-based compensation — 2,136 — 3,471 Accrued compensation — 585 — 653 Oil and natural gas properties 26,573 — 26,065 — Alternative minimum tax credit — 2,545 — 2,545 Other — 89 — 89 Total deferred tax assets 46,990 25,110 68,856 20,305 Deferred tax liabilities: Tax on unremitted earnings of foreign subsidiaries — (100) — — Other liabilities — (123) — (278) Fixed assets — (10) — (3) Total deferred tax liabilities — (233) — (281) Net deferred tax asset (liability) 46,990 24,877 68,856 20,024 Valuation allowance (46,990) (24,977) (68,856) (20,024) Net deferred tax asset (liability) after valuation allowance $ — $ (100) $ — $ — As a result of the adoption of ASU No. 2015-17 the net deferred tax liabilities as of December 31, 2016 and 2015 were inclu ded in the consolidated balance sheets as l ong-term deferred tax liabilities of $0.1 million and $0.0 million, respectively. After assessing the possible actions which management may take in 201 6 and the next few years, we continue d to recognize that a deferred tax liability related to income t ax on undistributed earnings of our foreign subsidiaries may be appropriate . The Company is pursuing various alternatives with respect to its future operations including the sale of its remaining asset and its dissolution and liquidation and cannot assert that any future earnings will not be remitted to the U.S. The deferred tax liability recognized in prior periods, however, was decreased during 2015 to zero due to the impairment of the Company’s remaining investment in Petrodelta. The deferred tax liability was re-established in 2016 due to the likelihood that the foreign operations of the Company would be liquidated with taxable income being recognized in the U.S. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets (“DTAs”). A significant piece of objective negative evidence evaluated was the cumulative losses incurred in our foreign operating entities over the three-year period ended December 31, 2016 . Such objective evidence limits the ability to consider other subjective evidence such as our projections for future growth or future asset dispositions . We have therefore placed a valuation allowance on all of our foreign DTAs. Management also reviewed the earnings history of our U.S. operations and determined that the Company is not expected to have sufficient taxable income in the U.S. due to the lack of income producing operations. Consequently, the Company is not expected to utilize its deferred tax assets and carries a v aluation allowance on these deferred tax assets. The components of loss from continuing operations before income taxes are as follows: Year Ended December 31, 2016 2015 (in thousands) Loss before income taxes United States $ (19,200) $ (14,041) Foreign (3,180) (29,659) Total $ (22,380) $ (43,700) The provision (benefit) for income taxes on continuing operations consisted of the following at December 31: Year Ended December 31, 2016 2015 (in thousands) Current: United States $ — $ (1,755) Foreign — 5 — (1,750) Deferred: United States 100 (14,700) Foreign — — 100 (14,700) $ 100 $ (16,450) A comparison of the income tax expense (benefit) on continuing operations at the federal statutory rate to our provision for income taxes is as follows: Year Ended December 31, 2016 2015 (in thousands) Income tax expense (benefit) from continuing operations: Tax expense (benefit) at U.S. statutory rate $ (7,833) $ (10,345) Effect of foreign source income and rate differentials on foreign income 143 (27,793) Non-deductible interest — 11,397 Tax on unremitted earnings of foreign subsidiaries 100 (14,700) Expired losses 22,404 25,901 Other changes in valuation allowance (16,913) 4,323 Other permanent differences 2,253 (9) Return to accrual and other true-ups (13) 8,533 Debt exchange — (12,079) Warrant derivatives — (1,685) Other (41) 7 Total income tax expense (benefit) – continuing operations $ 100 $ (16,450) Rate differentials for foreign income result from tax rates different from the U.S. tax rate being applied in foreign jurisdictions. At December 31, 2016 , we have the following net operating losses available for carryforward (in thousands): United States $ 56,443 Available for up to 20 years from 2012 Gabon 11,069 Available for up to 3 years from 2014 The Netherlands 59,343 Available for up to 9 years from 2008 Accounts receivable at December 31, 2015 included a tax receivable of $1.7 million which was received from the Internal Revenue Service on February 12, 2016. The AMT credit carryforward at December 31, 201 6 amounts to $2.6 million. If the U.S. operating loss carryforwards are ultimately realized, there would be no amounts credited to additional paid in capital for tax benefits associated with deductions for income tax purposes related to stock options and convertible debt. Accumulated Undistributed Earnings of Foreign Subsidiaries Under ASC 740-30-25-17, no deferred tax liability must be recorded if sufficient evidence shows that a foreign subsidiary has invested or will invest its undistributed earnings or that the earnings will be remitted in a tax-free manner. Management must consider numerous factors in determining timing and amounts of possible future distribution of these earnings to the parent company and whether a U.S. deferred tax liability should be recorded for these earnings. These factors include the future operating and capital requirements of both the parent company and the subsidiaries, remittance restrictions imposed by foreign governments or financial agreements and tax consequences of the remittance, including possible application of U.S. foreign tax credits and limitations on foreign tax credits that may be imposed by the Internal Revenue Code and regulations. Prior to 2013, no U.S. taxes had been recorded on these earnings as it was our practice and intention to reinvest the earnings of our non-U.S. subsidiaries into our foreign operations. During the fourth quarter of 2013, management evaluated numerous factors related to the timing and amounts of possible future distribution of foreign earnings to the parent company, with consideration of the sale of non-U.S. assets. Because management was pursuing various alternatives with respect to the Company’s future operations and disposition of any sale proceeds, a determination was made that it was appropriate to record a deferred tax liability associated with the unremitted earnings of our foreign subsidiaries in the fourth quarter of 2013. As of December 31, 2015, the book-tax outside basis difference in our foreign subsidiaries resulting from unremitted earnings from our foreign operations was reduced to zero due to pre-tax impairment s of the Company’s remaining investment in Petrodelta. This benefit was recorded to continuing operations, consistent with the Company’s continued investment in the foreign subsidiaries. As of December 31, 2016, a deferred tax liability of $0.1 million was recorded based on the unremitted earnings of our foreign subsidiaries that would be repatriated to the U.S. pursuant to our overall Plan of D issolution. The entire net deferred tax liability as of December 31, 2016 has been reflected as a long-term liability, a characterization consistent with the Company’s adoption of ASU No. 2015-17. Accounting for Uncertainty in Income Taxes ASC 740-10 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. ASC 740-10 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods and disclosure. As of December 31, 2016, the Company has no unrecognized tax benefits for which a reserve was established. We or one of our subsidiaries file income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. With few exceptions, we are no longer subject to tax examinations by tax authorities for years before 201 3 . Our primary income tax jurisdictions and their respective open audit years are: Tax Jurisdiction Open Audit Years United States 2013 – 2016 The Netherlands 2013 – 2016 The IRS audited the Company’s 2013 and 2014 tax years during April 2016 and issued a no change report on August 16, 2016. |
Stock-Based Compensation and St
Stock-Based Compensation and Stock Purchase Plans | 12 Months Ended |
Dec. 31, 2016 | |
Stock-Based Compensation and Stock Purchase Plans [Abstract] | |
Stock-Based Compensation and Stock Purchase Plans | Note 15 – Stock-Based Compensation and Stock Purchase Plans Total share-based compensation expense, which includes stock options, restricted stock, SARs, and RSUs, totaled $ 6.6 million for the year ended December 31, 2016 ( $2.0 million fo r the year ended December 31, 2015 ). All awards utilize the straight line method of amortization over the vesting period . The following table is a summary of compensation expense (income) recorded in general and administrative expense in our consolidated statements of operations and comprehensive income (loss) by type of awards: Year Ended December 31, Employee Stock-Based Compensation 2016 2015 (in thousands) Equity based awards: Stock options $ 3,050 $ 2,003 Restricted stock 73 135 RSUs 762 133 Total expense related to equity based awards 3,885 2,271 Liability based awards: SARs 1,806 (260) RSUs 864 12 Total expense related to liability based awards 2,670 (248) Total compensation expense 6,555 2,023 Less: cash-based awards paid during the year (1,038) (489) Less: accelerated amortization of stock options included in discontinued operations (1,540) — Total non-cash portion of stock based compensation in continuing operations $ 3,977 $ 1,534 Long Term Incentive Plans As of December 31, 2016 , we had several long - term incentive plans under which stock options, restricted stock, SARs and RSUs can be granted to eligible participants including employees, non-employee directors and consultants of our Company or subsidiaries: · 2010 Long Term Incentive Plan, as amended (“2010 Plan”) – Provides for the issuance of up to 1,931,250 shares of our common stock in satisfaction of stock options, SARs, restricted stock, RSUs and other stock-based awards. No more than 606,250 shares may be granted as restricted stock and annually no individual may be granted more than 250,000 stock options or SARs . The 2010 Plan also permits the granting of performance awards to eligible employees and consultants. In the event of a change in control, all outstanding stock options and SARs become immediately exercisable to the extent permitted by the plan, and any restrictions on restricted stock and RSUs lapse. At December 31, 2015, the 2010 Plan had 66,475 shares available for grants. · 2006 Long Term Incentive Plan (“2006 Plan”) – Provides for the issuance of up to 456,250 shares of our common stock in satisfaction of stock options, SARs and restricted stock. No more than 81,250 shares may be granted as restricted stock, and no individual may be granted more than 225,000 stock options or SARs and not more than 43,750 shares of restricted stock during any period of three consecutive calendar years. The 2006 Plan also permits the granting of performance awards to eligible employees and consultants. In the event of a change in control, all outstanding stock options and SARs become immediately exercisable to the extent permitted by the plan, and any restrictions on restricted stock lapse. With the exception of outstanding awards, the 2006 LTIP Plan terminated on May 17, 2016 . · 2004 Long Term Incentive Plan (“2004 Plan”) – Provides for the issuance of up to 1,750,000 shares of our common stock in satisfaction of stock options, SARs and restricted stock. No more than 438,000 shares may be granted as restricted stock, and no individual may be granted more than 438,000 stock options and not more than 110,000 shares of restricted stock over the life of the plan. The 2004 Plan also permits the granting of performance awards to eligible employees and consultants. In the event of a change in control, all outstanding stock options and SARs become immediately exercisable to the extent permitted by the plan, and any restrictions on restricted stock lapse. With the exception of outstanding awards, the 2004 Plan terminated on May 20, 2014. · 2001 Long Term Stock Incentive Plan (“2001 Plan”) – Provides for the issuance of up to 424,250 shares of our common stock in the form of Incentive Stock Options and Non-Qualified Stock Options. No officer may be granted more than 125,000 stock options during any one fiscal year, as adjusted for any changes in capitalization, such as stock splits. In the event of a change in control, all outstanding options become immediately exercisable to the extent permitted by the 2001 P lan. At December 31, 2016, stock option awards to purchase 25,500 common shares remained available for grant. · All long -term incentive plans which include stock options, restricted stock, SARs and RSUs have fully vested due the change of control that occurred with the October 7, 2016 closing of the sale of Harvest Holding. We have recorded expense for the accelerated vesting of $3.3 million during the year ended December 31, 2016 ; therefore, no future compensation amortization expense related to these long-term incentive plans will be recognized. We will continue to record the SARs at fair value each period and recognize any related change in fair value through compensation expense. Stock Options Stock options granted under the plans must be no less than the fair market value of our common stock on the date of grant. Stock options granted under the plans generally vest ratably over a three year period beginning from the date of grant. Stock options granted under the plans expire five to ten years from the date of grant. Prior to 2015, t he fair va lue of each stock option award wa s estimated on the date of grant using the Black-Scholes option-pricing model which uses assumptions for the risk-free interest rate, volatility, dividend yield and the expected term of the options. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for a period equal to the expected term of the option. Expected volatility is based on historical volatilities of our stock. We do not assume any dividend yield since we do not pay dividends. The expected term of options granted is the weighted average life of stock options and represents the period of time that options are expected to be outstanding. In 2015, the fair value of each stock option was estimated on the date of grant using a Monte Carlo simulation since the options were also subject to a market condition. These options will not become exercisable until the first day on which the volume weighted average price of the common stock over any 30-day period, commencing on or after the award date, equals or exceeds $10.00 per share (“VWAP condition”) in addition to the ratable vesting over a three year period. The Monte Carlo simulation includes this VWAP condition and uses assumptions for the risk-free interest rate, volatility, and dividend yield while a suboptimal exercise factor determines the expected term of the options. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for a period equal to the expected term of the option. Expected volatility is based on historical volatilities of our stock. We do not assume any dividend yield since we do not pay dividends. The expected term of options granted represents the period of time that options are expected to be outstanding. T he Monte Carlo simulation assumed a suboptimal exercise factor of 2.5 mean ing that exercise is generally expected to occur when the share price reaches 2.5 times the award’s exercise price. On July 22, 2015, we issued 211,750 stock options with a life of 5.0 years and an exercise price of $4.52 subject to the VWAP condition. These options were to vest one -third on July 22, 2016, one -third on July 22, 2017 and one -third on July 22, 2018 with an expiry date of July 22, 2020 . On December 9, 2015, we also issued 882,052 options with a life of 4.6 years. These options were issued as replacement awards for the equivalent number of SARs issued on July 22, 2015. The options were issued with the equivalent terms, exercise price, and VWAP conditions as the SARs. Due to the closing of the sale of Harvest Holding, these options are fully vested. We also consider an est imated forfeiture rate for all stock option awards, and we recognize compensation cost only for those shares that are expected to vest, on a straight-line basis over the requisite service period of the award, which is generally the vesting term of three years. The forfeiture rate is based on historical experience. During the year ended December 31, 2016, we award ed no stock options ( 1,093,802 stock options were granted during the year ended December 31, 2015 ). Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (in thousands) Options outstanding as of December 31, 2015 1,786 $ 12.85 3.5 $ — Granted — — — Exercised — — Cancelled (205) (41.71) Options outstanding as of December 31, 2016 1,581 9.11 3.0 $ 1,816 Options exercisable as of December 31, 2016 1,581 $ 9.11 3.0 $ 1,816 Of the options outstanding, 1.6 million were exercisable at a weighted-average exercise price of $9.11 as of December 31, 2016 ( 0.5 million at $28.64 at December 31, 2015 ). In 2015, the value of both stock option grant s was estimate d on the date of grant using a Monte Carlo simulation. Each has the following weighted average assumptions at July 22, 2015 and December 9, 2015: For options granted during: 2015 Weighted average fair value $ 1.72 Weighted average expected life (3) 4.7 years/ 5.0 years Expected volatility (1) 100 % Risk-free interest rate 1.7 % Suboptimal exercise factor (2) 2.5 Weighted average pre-vest forfeiture rate 1.1 % Dividend yield 0.0 % (1) Expected volatilities are based on historical volatilities of our stock. (2) A suboptimal exercise factor of 2.5 means that exercise is generally expected to occur when the share price reaches 2.5 times the award’s exercise price. (3) The weighted average expected life for the options issued July 22, 2015 was 5.0 years. The weighted average for the options issued December 9, 2015 was 4.7 years. A summary of our unvested stock option awards as of December 31, 2016 , and the changes during the year then ended is presented below: Unvested Stock Options Outstanding Weighted- Average Grant-Date Fair Value (in thousands) Unvested as of December 31, 2015 1,283 $ 3.23 Granted — — Vested (1,283) (3.23) Expired — — Unvested as of December 31, 2016 — $ — No stock options were exercised during the year s ended December 31, 2016 and 2015 . The total fair value of stock options that vested during the year ended December 31, 2016 , was $4.1 million ( $1.9 million during the year ended December 31, 2015 ). Restricted Stock Restricted stock is issued on the grant date, but cannot be sold or transferred. Restricted stock granted to directors vest one year after date of grant. Restricted stock granted to employees vest at the end of the third year after the date of grant. Vesting of the restricted stock is dependent upon the employee’s continued service to Harvest. A summary of our restricted stock awards as of December 31, 2016 , and the changes during the year then ended is presented below: Restricted Stock Outstanding Weighted- Average Grant-Date Fair Value (in thousands) Unvested as of December 31, 2015 21 $ 19.20 Granted — — Vested (21) (19.20) Forfeited — — Unvested as of December 31, 2016 — $ — No restricted stock shares were awarded during the year s ended December 31, 201 6 and 201 5 . The grant date fair value of the restricted stock that vested during the year s ended December 31, 2016 w as $0.4 million (2015: $11,700 ). Stock Appreciation Rights (“SARs”) All SAR awards granted to date have been granted outside of active long-term incentive plans and are held by Harvest employees. SARs granted in 201 3 and 201 5 vest ratably over three years beginning in the first year of grant. Vesting of SARs is dependent upon the employee’s continued service to Harvest. SAR awards are settled either in cash or Harvest common stock if available through an equity compensation plan. For recording of compensation, we assume the SAR award will be cash-settled and record compensation expense based on the fair value of the SAR awards at the end of each period. All unvested SARs became vested on October 7, 2016 with the sale of Harvest Holding. SAR award transactions under our employee compensation plans are presented below: SARs Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) SARs outstanding as of December 31, 2015 643 $ 10.67 3.3 $ — Granted — — 0.0 — Cancelled — — Expired (59) (18.46) SARs outstanding as of December 31, 2016 584 9.89 2.6 $ 637 SARs exercisable as of December 31, 2016 584 $ 9.89 2.6 $ 637 Of the SAR awards outstanding , 0.6 million were exercisable at the weighted -average exercise pric e of $ 9.89 as of December 31, 201 6 ( 0.2 million exercisable at the weighted -average exercise pric e of $19.80 as of December 31, 201 5) . During the year ended December 31, 2016, no SAR awards were granted ( 1.3 million SAR awards granted during year ended December 31, 2015). On July 22, 2015, we issued 1.3 million SARs at an exercise price of $4.52 per share, vesting ratably over three years from the date of grant and on the first day on which the volume weighted average price of the common stock over any 30-day period, commencing on or after the award date, equals or exceeds $10.00 per share, as reported by the NYSE. The dual vesting requirements necessitated that all of these awards be valued using a Monte Carlo simulation. Since the Company had an insufficient numbers of shares available from existing long-term incentive plans, the SARs were classified as liability awards when issued. On December 9, 2015, our board of directors approved modifications of a portion of the July 22, 2015 awards. Of the 1.3 million SARs issued, 0.9 million were cancelled and replaced with options under the 2010 Plan. All other terms remained the same. The fair value of the vested portion of the cancelled SARs approximated the fair value of the replacement options granted on December 9, 2015. The remaining 0.4 mill ion SARs continue to be classified as liability awards. A summary of our unvested SAR awards as of December 31, 2016 , and the changes during the year then ended is presented below: Unvested SARs Outstanding Weighted- Average Fair Value (in thousands) Unvested as of December 31, 2015 401 $ 4.60 Granted — — Vested (401) (4.60) Cancelled — — Expired — — Unvested as of December 31, 2016 — $ — No SAR awards were exercised during the years ended December 31, 2016 and 201 5 . The total fair value of SAR awards that vested during the year ended December 31, 2016 , was $2.6 million ( $15,960 during the years ended December 31, 2015 ). Restricted Stock Units (“RSUs”) RSU awards granted prior to 2015 have been granted outside of active long-term incentive pl ans; are held by Harvest employees and directors; are settled either in cash or Harvest common stock if available through an equity compensation plan ; and are accounted for as liability awards . RSU awards granted in 2012 , 2014 and 2015 to employees vest at the third year after date of grant. RSU awards granted in 2015 to our board of directors vest one year after the date of grant. Vesting of the RSU awards is dependent upon the employee’s and director’s continued service to Harvest. On September 15 , 201 6, we issued 139,535 RSUs vesting one year from the date of grant to our directors . Two directors resigned and surrendered their RSUs and the remaining 93,023 RSUs vested on October 7, 2016 with the sale of Harvest Holding. On September 9, 2015, we issued 80,001 RSUs vesting one year from the date of grant to our directors. These awards are classified as lia bility awards. These awards were measured at their fair values based on our closing stock price s at December 31, 2015. The significant assumptions are summarized in the following table that were used to calculate the fair value of the restricted stock units granted on July 22, 2015 and amended December 9, 2015 that were outstanding as of the December 31, 2015 balance sheet presented on our consolidated balance sheet: Fair Value Hierarchy As of December 9, Level 2015 Significant assumptions (or ranges): Stock price Level 1 input $ 2.52 Threshold price Level 1 input $ 10.00 Term (years) Level 1 input 10.0 Volatility Level 2 input 80.0 % Risk-free rate Level 1 input 2.27 % Dividend yield Level 2 input 0.0 % A summary of our RSU awards as of December 31, 2016 , and the changes during the year then ended is presented below: RSUs Outstanding Weighted- Average Fair Value (in thousands) Unvested as of December 31, 2015 617 $ 3.51 Granted 140 3.64 Vested (697) (3.54) Forfeited (60) (3.41) Unvested as of December 31, 2016 — $ — There were 0.4 million vested RSUs settled in shares in 2016. The remaining 0.3 million vesting RSUs were settled in cash for $1.0 million. T he 81,536 RSU awards which vested in 2015 were settled for cash of $0.5 million. The fair value of the cash RSU awards that vested during the year ended December 31, 2016 wa s $1.8 mill ion ( $0.3 million during the years ended December 31, 2015 ). The grant date fair value of the share settled awards vesting in 2016 was $0.9 million ( 2015: none ). On July 22, 2015, we issued 0.4 million restricted stock units vesting at three years from the date of grant as stock based compensation awards to certain employees. Subject to the three year vesting requirement, the RSUs awarded will not become exercisable until the first day on which the volume weighted average price of the common stock over any 30-day period, commencing on or after the award date, equals or exceeds $10.00 per share, as reported by the NYSE. The dual vesting requirements necessitated that all of these awards be valued using a Monte Carlo simulation. Since an insufficient numbers of shares were available from existing long-term incentive plans, the RSUs were classified as liability awards at issuance. On December 9, 2015, our board of directors approved a modification to share-settle the 0.4 million RSUs granted on July 22, 2015. This modification changed the classification of these awards from liability to equity awards. The fair value of the vested portion of the initial RSUs approximated the fair value of the modified RSUs on December 9, 2015. The grant-date fair value of the modified RSUs was $2.28 per RSU. These RSUs vested on the October 7, 2016 with the sale of Harvest Holding. Common Stock Warrants In connection with the transaction with CT Energy on June 19, 2015, we issued a warrant exercisable for 8,517,705 shares of the Company’s common stock at an initial exercise price of $5.00 per share with an expiration date of June 19, 2018 . The CT Warrant was cancelled with the October 7, 2016 closing of the sale of Harvest Holding. See Note 1 – Organization and Note 12 – Warrant Derivative Liability . |
Operating Segments
Operating Segments | 12 Months Ended |
Dec. 31, 2016 | |
Operating Segments [Abstract] | |
Operating Segments | Note 16 – 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 finan cing 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. As of December 31, 2016 2015 (in thousands) Operating Segment Assets Gabon $ 30,887 $ 32,710 Indonesia — 5 United States and other 76,210 4,622 107,097 37,337 Discontinued operations (a) — 10,444 Total assets $ 107,097 $ 47,781 (a) See Note 5 – Dispositions and Discontinued Operations . Year Ended December 31, 2016 2015 (in thousands) Segment Income (Loss) From Continuing Operations Gabon $ (3,170) $ (28,448) Indonesia — (43) United States and other (19,310) 1,241 Loss from continuing operations $ (22,480) $ (27,250) |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 17 – Related Party Transactions The noncontrolling interest owners in Harvest Holding, Vinccler (owned 20 percent) and Petroandina (owned 29 percent) were both related parties of the Company prior to the sale of our interests in Venezuela on October 7, 2016. On May 11, 2015, the Company borrowed $1.3 million to fund certain corporate expenses and issued a note payable to CT Energy bearing an interest rate of 15.0% per annum, with a maturity date of January 1, 2016 . On June 19, 2015, the Company repaid the note payable and accrued interest. On June 3, 2015, the Company entered into the note with James A. Edmiston, President and Chief Executive Officer of the Company, for $50,000 . The note carried interest at 11.0% per year. On June 19, 2015, the Company repaid the note payable and accrued interest. As of December 31, 2014, HNR Energia had a note payable to Petroandina of $7.6 million. Principal was due by January 1, 2016 . Interest payments were quarterly beginning on December 31, 2014 . On June 23, 2015 the Company repaid the note payable of $7.6 million plus accrued interest of $0.4 million. On June 19, 2015, Harvest sold to CT Energy the 15% Note, the 9% Note and the Series C preferred stock. Shortly after this transaction two representatives of CT Energy were appointed to Harvest’s board of directors. On September 15, 2015, CT Energy converted the 9% Note, including accrued interest, into 2,166,900 shares of Harvest’s common stock and Harvest redeemed the Series C preferred stock . These financial instruments were terminated on October 7, 2016. See Note 1 – Organization for more information about the CT Energy transaction. CT Energia Note, dated January 4, 2016, for $5.2 million was fully reserved 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 discussed above under Share Purchase Agreement , the Company sold its 51 percent interest in Harvest Holding, the parent company of HNR Finance, which holds the CT Energia Note), to an affiliate of CT Energy on October 7, 2016. |
Plan of Dissolution (unaudited)
Plan of Dissolution (unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Plan of Dissolution (unaudited) [Abstract] | |
Plan of Dissolution (unaudited) | Note 18 - Plan of Dissolution (unaudited) F ollowing the sale of our Venezuelan interests, we began evaluating a possible dissolution of Harvest. At the December 30, 2016 board meeting , our Board unanimously determined that a proposed dissolution is advisable and in the best interests of us and our stockholders, adopted an initial plan of dissolution and liquidation, authorized the proposed dissolution, recommended that our stockholders authorize the proposed dissolution in accordance with the Plan of Dissolution , and generally authorized our officers to take all necessary actions to affect our dissolution. At its meeting held on January 12, 2017, our Board further discussed the proposed dissolution and liquidation, rescinded its a doption of the initial plan of dissolution and liquidation and adopted the Plan of Dissolution, which included changes based on comments received from tax and other co unsel. On February 23, 2017, our stockholders vo ted to approve the Plan of D issolution providing for our complete dissolution and liquidation. The Company's Board will authorize the filing of the Certificate of Dissolution according to the Plan of Dissolution. The Plan of Dissolution contemplates the orderly sale of the Company's remaining assets and the discharge of all outstanding liabilities to third parties and, after the establishment of appropriate reserves, the distribution of all remaining cash to stockholders. The Company contemplates that within three years after filing for d issolution, any remaining assets and liabilitie s could be transferred into a liquidating trust for the benefit of our stockholder if not already distributed to our stockholders. The liquidating trust would continue in existence until all liabilities have been settled, all remaining assets have been sold and proceeds distributed and the appropriate statutory periods have lapsed. Although our Board has not established a firm timetable for further liquidating distributions, the Board intends to, subject to contingencies inherent in winding up our business, make such distributions as promptly as practicable and periodically as we convert our remaining assets to cash and pay our remaining liabilities and obligations subject to law. Further liquidation distributions, if any, will be made in cash. The timing and amount of interim liquidating distributions and final liquidating distributions will depend on the timing and amount of proceeds the Company will receive upon the sale of the remaining assets and the extent to which reserves for current or future liabilities are required. Accordingly, there can be no assurance that there will be any liquidating distributions prior to a final liquidating distribution. During the liquidation of our assets, the Board may authorize the Company to pay any brokerage, agency and other fees and expenses of persons rendering services, including accountants and tax advisors, to the Company in connection with the collection, sale, exchange or other disposition of the Company's property and assets and the implementation of the P lan of Dissolution . Under the liquidation basis of accounting, assets are stated at their estimated net realizable values and liabilities are stated at their estimated settlement amounts, which estimates will be periodically reviewed and adjusted. Uncertainties as to the precise net value of our non-cash assets and the ultimate amount of our liabilities make it impracticable to predict the aggregate net value that may ultimately be distributable to stockholders. Claims, liabilities and future expenses for operations will continue to be incurred with execution of the plan. These costs will reduce the amount of net assets available for ultimate distribution to stockholders. Although we do not believe that a precise estimate of those expenses can currently be made, we believe that available cash and the cash expected from the sale of Harvest Dussafu will be adequate to provide for our obligations, liabilities, operating costs and claims, and to make cash distributions to stockholders. If available cash is not adequate to provide for our obligations, liabilities, operating costs and claims, estimated future distributions of cash to our stockholders will be reduced. This basis of accounting is considered appropriate when, among other things, liquidation of the Company is imminent, as defined in ASC 205-30 “Presentation of Financial Statements – Liquidation Basis of Accounting”. Beginning on February 23, 2017, the date of our stockholder’s approval of the Company’s dissolution and liquidation, we have adopted the Liquidation Basis of Accounting. Below is our unaudited proforma consolidated statement of net assets in liquidation: December 31, 2016 (in thousands) Cash and cash equivalents $ 68,676 Accounts receivable 24 Harvest Dussafu asset, net 34,500 Accrued interest receivable 657 Note receivable 12,000 Other administrative property, net 10 Other assets 138 Accounts payable, trade and other (785) Accrued expenses (36,300) Deferred tax liabilities (100) Net assets in liquidation $ 78,820 Below is our unaudited proforma consolidated reconciliation of stockholders’ equity (going concern basis) to net assets in liquidation: December 31, 2016 (in thousands) Shareholders' equity - December 31, 2016 (going concern basis) $ 99,199 Changes in net assets in liquidation 9,674 Adjustments relating to the adoption of liquidation basis of accounting: Interest income on deposits and note receivable 751 Accrual for change of control costs (12,570) Accrual for general and administrative costs (7,172) Accrual of estimated costs of litigation and dissolution costs (6,330) Accrual for transaction costs associated with sale of Harvest Dussafu (3,300) Prepaid assets written-off in adopting liquidation basis of accounting (687) Other assets written-off in adopting liquidation basis of accounting (7) Other administrative property written-off in adopting liquidation basis of accounting (738) Net assets in liquidation $ 78,820 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19 – Subsequent Events On February 17, 2017, the Company announced that its Board of Directors has adopted a Rights Agreement (the "Rights Plan") designed to preserve its substantial tax assets. As of December 31, 2016, Harvest had cumulative net operating loss carryforwards ("NOLs") of approximately $56.0 million, which could be used in certain circumstances to offset possible future U.S. taxable income. After considering, among other matters, the estimated value of the Company's tax benefits, the potential for diminution upon an ownership change, and the risk of an ownership change occurring, the Board of Directors adopted the Rights Plan, which is intended to protect Harvest's tax benefits and to allow all of Harvest's stockholders to realize the long-term value of their investment in the Company. Harvest's ability to use these tax benefits would be substantially limited if it were to experience an "ownership change" as defined under Section 382 of the Internal Revenue Code. An ownership change would occur if stockholders that own (or are deemed to own) at least five percent or more of Harvest's outstanding common stock increased their cumulative ownership in the Company by more than 50 percentage points over their lowest ownership percentage within a rolling three -year period. The Rights Plan reduces the likelihood that changes in Harvest's investor base would limit Harvest's future use of its tax benefits, which would significantly impair the value of the benefits to all stockholders. In connection with the adoption of the Rights Plan, the Board of Directors declared a non-taxable dividend of one preferred share purchase right for each share of the Company's common stock outstanding as of February 17, 2017. Effective as of February 17, 2017 , if any person or group acquires five percent or more of the outstanding shares of the Company's common stock, or if a person or group that already owns five percent or more of the Company's common stock acquires additional shares ("acquiring person or group"), then, subject to certain exceptions, there would be a triggering event under the Rights Plan. The rights would then separate from the Company's common stock and entitle the registered holder to purchase from the Company one one-hundredth of a share of the Series D Preferred Stock of the Company, at a price of $26 , subject to adjustment. Rights held by the acquiring person or group will become void and will not be exercisable. The Board of Directors has the discretion to exempt certain transactions, persons or entities from the operation of the Rights Plan if it determines that doing so would not jeopardize or endanger the Company's use of its tax assets or is otherwise in the best interests of the Company. The Board also has the ability to amend or terminate the Rights Plan prior to a triggering event. The rights issued under the Rights Plan will expire on February 17, 2020, or on an earlier date if certain events occur. On February 23, 2017, the Company's stockholders authorized the sale of all of the Company's Gabon interests to BW Energy. The closing of the sale remains subject to certain conditions, including approval of the Government of Gabon. The closing conditions are described in the Sale and Purchase Agreement and the Company's public filings with the Securities and Exchange Commission. At the special meeting, the Company's stockholders also authorized the Company's dissolution. Under the dissolution, liquidation and winding up process, which remains subject to the control of the Company's board and management, the proceeds from the Gabon transaction would be combined with other Harvest assets to be distributed to Harvest's stockholders, subject to the payment of certain costs and expenses. The Company currently expects to commence dissolution proceedings as soon as practicable after the closing of the sale of its Gabon interests. Beginning on February 23, 201 7, the date of the stockholder’s approval of the Company’s dissolution and liquidation, we have adopted Liquidation Basis of Accounting. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated 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 interest owners. |
Reclassifications | Reclassifications Certain reclassifications related to discontinued operations have been made to prior period amounts to conform to the current period presentation. These reclassifications did not affect our consolidated financial results. |
Investment in Petrodelta | Investment in Petrodelta During 2015 and 2016 through October 7, 2016 sale of our interests in Venezuela, we accounted for the investment in Petrodelta under Accounting Standards Codification (“ASC”) 325 – Investments – Other (the “cost method”). Under the cost method we did not recognize any equity in earnings from the investment in Petrodelta in our results of operations, but would have recognized cash dividends in the period they had dividends been received. As of December 31, 2015, we fully impaired the carrying value of the investment in Petrodelta based on the facts and circumstances and, effective with the October 7, 2016 closing of the CT Energy transaction, we no longer have an ownership interest in Petrodelta. See Note 1 – Organization – Sale of Venezuela Interests for further information. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“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. |
Reporting and Functional Currency | Reporting and Functional Currency The United States Dollar (“USD”) is the reporting and functional currency for all of our controlled subsidiaries and Petrodelta. Amounts denominated in non-USD currencies are re-measured into USD, and all currency gains or losses are recorded in the consolidated statements of operations and comprehensive income (loss). There are many factors that affect foreign exchange rates and the resulting exchange gains and losses, many of which are beyond our influence. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents include money market funds and short term certificates of deposit with original maturity dates of less than three months. |
Restricted Cash | Restricted Cash Restricted cash is classified as current or non-current based on the terms of the agreement. There was no restricted cash as of December 31, 2016 and 2015. |
Note Receivable | Note Receivable Impaired loans 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. |
Financial Instruments | Financial Instruments Financial instruments, which potentially subject us to concentrations of credit risk, are primarily cash and cash equivalents, accounts receivable, note receivable, notes payable and derivative financial instruments. We maintain cash and cash equivalents in bank deposit accounts with commercial banks with high credit ratings, 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 and note receivable are limited due the nature of our receivables, which include primarily joint venture partner’s receivable, and income tax receivable in 2015 and the note receivable related to the sale of Harvest Holding in 2016. In the normal course of business, collateral is not required for financial instruments with credit risk. |
Property and Equipment | Property and Equipment The major components of property and equipment are as follows: As of December 31, 2016 2015 (in thousands) Unproved property costs - Dussafu PSC $ 28,244 $ 28,000 Oilfield inventories 1,554 3,006 Other administrative property 1,693 1,922 Total property and equipment 31,491 32,928 Accumulated depreciation (945) (1,483) Total property and equipment, net $ 30,546 $ 31,445 Property and equipment are stated at cost less accumulated depreciation. Costs of improvements that appreciably improve the efficiency or productive capacity of existing properties or extend their lives are capitalized. Maintenance and repairs are expensed as incurred. Upon retirement or sale, the cost of property and equipment, net of the related accumulated depreciation is removed and, if appropriate, gains or losses are recognized in investment earnings and other. We did not record any depletion expense in the years ended December 31, 2016 and 2015 as there were no production related to proved oil and natural gas properties. We follow the successful efforts method of accounting for our oil and natural gas properties. Under this method, exploration costs such as exploratory geological and geophysical costs, delay rentals and exploration overhead are charged against earnings as incurred. Costs of drilling exploratory wells are capitalized pending determination of whether proved reserves can be attributed to the area as a result of drilling the well. If management determines that proved reserves, as that term is defined in Securities and Exchange Commission (“SEC”) regulations, have not been discovered, capitalized costs associated with the drilling of the exploratory well are charged to expense. Costs of drilling successful exploratory wells, all development wells, and related production equipment and facilities are capitalized and depleted or depreciated using the unit-of-production method as oil and natural gas is produced. During the years ended December 31, 2016 and 2015, we expensed no dry hole costs. Leasehold acquisition costs are initially capitalized. Acquisition costs of unproved leaseholds are assessed for impairment during the holding period. Costs of maintaining and retaining unproved leaseholds are included in exploration expense. Costs of impairment of unsuccessful leases are included in impairment expense. We assess our unproved property costs for impairment when events or circumstances indicate a possible decline in the recoverability of the carrying value of the projects. The estimated value of our unproved projects is determined using quantitative and qualitative assessments and the carrying value of the projects is adjusted if the carrying value exceeds the assessed value of the projects. Impairment is based on specific identification of the lease. Costs of expired or abandoned leases are charged to exploration expense, while costs of productive leases are transferred to proved oil and natural gas properties. Proved oil and natural gas properties are reviewed for impairment at a level for which identifiable cash flows are independent of cash flows of other assets when facts and circumstances indicate that their carrying amounts may not be recoverable. In performing this review, future net cash flows are determined based on estimated future oil and natural gas sales revenues less future expenditures necessary to develop and produce the reserves. If the sum of these undiscounted estimated future net cash flows is less than the carrying amount of the property, an impairment loss is recognized for the excess of the property’s carrying amount over its estimated fair value, which is generally based on discounted future net cash flows. We did not have any proved oil and natural gas properties in 2016 and 2015. Costs of drilling and equipping successful exploratory wells, development wells, asset retirement liabilities and costs to construct or acquire offshore platforms and other facilities, are depleted using the unit-of-production method based on total estimated proved developed reserves. Costs of acquiring proved properties, including leasehold acquisition costs transferred from unproved leaseholds, are depleted using the unit-of-production method based on total estimated proved reserves. All other properties are stated at historical acquisition cost, net of impairment, and depreciated using the straight-line method over the useful lives of the assets. During the year ended December 31, 2016 , we recorded impairment expense related to our Dussafu Project in Gabon of $ 1.5 million for oilfield inventories. During the year ended December 31, 2015 , we recorded impairment expense related to and our Dussafu Project of $24.2 million (including $1.0 million in oilfield inventories). |
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 year ended December 31, 2016 , depreciation expense in continuing operations was $ 0.1 million ($ 0.1 million for the year ended December 31, 2015 ). |
Other Assets | Other Assets Other Assets at December 31, 2016 and 2015 primarily include deposits. During 2015 we fully reserved the blocked payment related to our drilling operations in Gabon 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 13 – Commitments and Contingencies . 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 in December 2015. |
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 years ended December 31, 2016 and 2015, we did not record capitalized interest costs for qualifying oil and natural gas property additions related to Gabon. |
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. The estimated fair value of cash and cash equivalents, accounts receivable, note receivable and accrued expenses approximates their carrying value due to their short-term nature. 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 December 31, 2016 and 2015. During the year ended December 31, 2015, we impaired the carrying value of our Dussafu project in Gabon by $ 23.2 million. During the year ended December 31, 2015, we impaired the carrying value of our investment in affiliate by $164.7 million. During the year ended December 31, 2015 we impaired the oilfield inventories related to the Dussafu project for $1.0 million. As of December 31, 2016 Level 1 Level 2 Level 3 Total (in thousands) Recurring Liabilities: SARs liability $ — $ 1,903 $ — $ 1,903 $ — $ 1,903 $ — $ 1,903 As of December 31, 2015 Level 1 Level 2 Level 3 Total (in thousands) Non recurring Assets: Oilfield inventories $ — $ — $ 3,006 $ 3,006 Dussafu PSC - unproved property costs $ — $ — $ 28,000 $ 28,000 $ — $ — $ 31,006 $ 31,006 Recurring Assets: Embedded derivative asset (a) $ — $ — $ 5,010 $ 5,010 $ — $ — $ 5,010 $ 5,010 Liabilities: SARs liability $ — $ 46 $ 50 $ 96 RSUs liability — 174 — 174 Warrant derivative liability (a) — — 5,503 5,503 $ — $ 220 $ 5,553 $ 5,773 (a) Included in assets and liabilities associated with discontinued operations. See Note 5 – Dispositions and Discontinued Operations for further information. As of December 31, 2016 , the fair value of our liability awards of $1.9 million was included in accrued liabilities for our SARs. As of December 31, 2015 , the fair value of our liability awards of $0.3 million was included in accrued liabilities ($ 0.1 million for our SARs) with the remaining $0.2 million fair value of our RSU liability being included in 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 liabilities and their placement within the fair value hierarchy levels. See Note 12 – 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 11 – Debt and Financing for a description and discussion of our embedded derivatives related to our 9% Note and 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, which were cancelled with the October 7, 2016 sale of Harvest Holding, were 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 assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Year Ended December 31, 2016 2015 (in thousands) Financial assets - embedded derivative asset (a) : Beginning balance $ 5,010 $ — Additions 3,139 2,504 Deletions (10,561) — Change in fair value 2,412 2,506 Ending balance $ — $ 5,010 Year Ended December 31, 2016 2015 (in thousands) Financial liabilities - warrant derivative liability (a) : Beginning balance $ 5,503 $ — Additions — 40,013 Deletions (14,879) — Change in fair value 9,376 (34,510) Ending balance $ — $ 5,503 (a) Included in assets and liabilities associated with discontinued operations. See Note 5 – Dispositions and Discontinued Operations for further information. See Note11 – Debt and Financing – 9% Note. · Year Ended December 31, 2016 2015 (in thousands) Financial liabilities - stock appreciation rights Beginning balance $ 50 $ — Change in fair value 236 50 Transfers (286) — Ending balance $ — $ 50 Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer. Transfers between levels can be due to changes in the observability of significant inputs. A Level 3 to a Level 2 transfer occurred during the year ended December 31, 2016. On October 7, 2016, with the sale of Harvest Holding, all SARs vested. The Level 3 SARs transferred to a Level 2 liability. The vesting of the Level 3 SARs meant they no longer had a dual trigger time of vesting or a market performance condition. See Note 15 – Stock-Based Compensations and Stock Purchase Plans for further information. During the year ended December 31, 2015, no transfers were made between Level 1, Level 2 and Level 3 liabilities or assets. |
Share-Based Compensation | Share-Based Compensation We use the fair value based method of accounting for share-based compensation. To fair value the long-term incentive awards issued in 2015 with a market condition, a Monte Carlo simulation was utilized. Stock Options and SARS issued without a market condition are measured at fair-value using a Black-Scholes option pricing model. Restricted stock and RSUs issued without a market condition are measured at their fair values. On October 7, 2016, with the closing of the sale of HVDH, all long-term incentive awards vested. With the vesting of the long-term incentive awards, the market condition related to certain 2015 long-term incentive awards no longer existed and all awards could be measured at fair value using the same methods as the incentive awards issued without market conditions. For more information about our share-based compensation, the fair value of these awards, and the additional market condition. See Note 15 – Stock-Based Compensations and Stock Purchase Plans . |
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. Since December 31, 2013, we have provided deferred income taxes on undistributed earnings of our foreign subsidiaries where we are not able to assert that such earnings would be permanently reinvested, or otherwise could be repatriated in a tax free manner, as part of our ongoing business. As of December 31, 2015, the deferred tax liability provided on such earnings had been reduced to zero due to the impairment of the underlying book investment in Petrodelta. With the sale of Harvest Holding and the anticipated dissolution of our subsidiary HNR Energia BV under the Company’s Plan of Dissolution, we recorded a deferred tax liability of $0.1 million as of December 31, 2016 on the historical earnings and profits of HNR Energia that would be repatriated to the U.S. as taxable income on that entity’s liquidation. As the conversion feature of the 9% Note was reasonably expected to be exercised at the time of the note’s issuance due to the conversion price being in-the-money, the interest on the 9% Note paid upon its conversion is non-deductible to the Company under Internal Revenue Code (“IRC”) Section 163(l). 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 is an AHYDO; consequently, the OID has been treated as non-deductible for income tax purposes. |
Valuation and Qualifying Accounts | Valuation and Qualifying Accounts Our valuation and qualifying accounts are comprised of the deferred tax valuation allowance, investment valuation allowance and Value-Added Tax (“VAT”) receivable valuation allowance. Balances and changes in these accounts are, in thousands: Additions Balance at Beginning of Year Charged to Income Other Deductions From Reserves Credited to Income Balance at End of Year (in thousands) Year ended December 31, 2016 Amounts deducted from applicable assets in continuing operations Deferred tax valuation allowance $ 88,880 $ — $ (16,913) $ — $ 71,967 Investment valuation allowance 1,350 — — — 1,350 Year ended December 31, 2015 Amounts deducted from applicable assets in continuing operations Deferred tax valuation allowance $ 84,558 $ — $ 4,322 $ — $ 88,880 Investment valuation allowance 1,350 — — — 1,350 VAT valuation allowance (b) 2,792 — (2,792) — — (a) Valuation allowance for the VAT receivable associated with Harvest Budong. On May 4, 2015, the Company sold the shares of Harvest Budong-Budong B.V. to Stockbridge Capital Limited and the rights to the VAT receivable went with the entity to the buyer . Additions Balance at Beginning of Year Charged to Income Other Deductions From Reserves Credited to Income Balance at End of Year (in thousands) Year ended December 31, 2016 Amounts deducted from applicable assets in discontinued operations Deferred tax valuation allowance $ 137,039 $ — $ 145 $ — $ 137,184 Reserve for notes receivable related party — 5,160 (5,160) — — Long-term receivable - investment in affiliate (a) 13,753 — (13,753) — — Year ended December 31, 2015 Amounts deducted from applicable assets in discontinued operations Deferred tax valuation allowance $ 97,347 $ — $ 39,692 $ — $ 137,039 Long-term receivable - investment in affiliate (a) 13,753 — — — 13,753 (a) Relates to a dividend receivable of $12.2 million and $1.6 million of long-term receivable due from our investment in affiliate. |
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 since we have no material operating or financing leases. 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 since we have no contingent call (put) options. 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 do not believe the adoption of this guidance will have a material impact on our financial position, results of operations or cash flows since we have no equity method investments. 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. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”, or ASU 2016-15. ASU 2016-15 provides specific guidance on eight cash flow classification issues not specifically addressed by GAAP: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments; contingent consideration payments; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies; distributions from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The amendments in ASU 2016-15 are effective for interim and annual periods beginning after December 15, 2017. ASU 2016-15 should be applied using a retrospective transition method, unless it is impracticable to do so for some of the issues. In such case, the amendments for those issues would be applied prospectively as of the earliest date practicable. Early adoption is permitted. We are currently evaluating the provisions of ASU 2016-15 but do not expect to have a significant impact on the presentation of cash receipts and cash payments within our consolidated statements of cash flows. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. We will be required to adopt the amendments in this ASU in the annual and interim periods beginning January 1, 2018, with early adoption permitted at the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. The application of the amendments will require the use of a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. We are evaluating the standard and the impact it will have on our consolidated financial statements |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Major Components of Property and Equipment | As of December 31, 2016 2015 (in thousands) Unproved property costs - Dussafu PSC $ 28,244 $ 28,000 Oilfield inventories 1,554 3,006 Other administrative property 1,693 1,922 Total property and equipment 31,491 32,928 Accumulated depreciation (945) (1,483) Total property and equipment, net $ 30,546 $ 31,445 |
Schedule of Fair Value Hierarchy of Financial Assets and Liabilities | As of December 31, 2016 Level 1 Level 2 Level 3 Total (in thousands) Recurring Liabilities: SARs liability $ — $ 1,903 $ — $ 1,903 $ — $ 1,903 $ — $ 1,903 As of December 31, 2015 Level 1 Level 2 Level 3 Total (in thousands) Non recurring Assets: Oilfield inventories $ — $ — $ 3,006 $ 3,006 Dussafu PSC - unproved property costs $ — $ — $ 28,000 $ 28,000 $ — $ — $ 31,006 $ 31,006 Recurring Assets: Embedded derivative asset (a) $ — $ — $ 5,010 $ 5,010 $ — $ — $ 5,010 $ 5,010 Liabilities: SARs liability $ — $ 46 $ 50 $ 96 RSUs liability — 174 — 174 Warrant derivative liability (a) — — 5,503 5,503 $ — $ 220 $ 5,553 $ 5,773 (a) Included in assets and liabilities associated with discontinued operations. See Note 5 – Dispositions and Discontinued Operations for further information. |
Reconciliation of Financial Assets Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) | Year Ended December 31, 2016 2015 (in thousands) Financial assets - embedded derivative asset (a) : Beginning balance $ 5,010 $ — Additions 3,139 2,504 Deletions (10,561) — Change in fair value 2,412 2,506 Ending balance $ — $ 5,010 |
Reconciliation of Financial Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) | Year Ended December 31, 2016 2015 (in thousands) Financial liabilities - warrant derivative liability (a) : Beginning balance $ 5,503 $ — Additions — 40,013 Deletions (14,879) — Change in fair value 9,376 (34,510) Ending balance $ — $ 5,503 (a) Included in assets and liabilities associated with discontinued operations. See Note 5 – Dispositions and Discontinued Operations for further information. See Note11 – Debt and Financing – 9% Note. · Year Ended December 31, 2016 2015 (in thousands) Financial liabilities - stock appreciation rights Beginning balance $ 50 $ — Change in fair value 236 50 Transfers (286) — Ending balance $ — $ 50 |
Schedule of Valuation and Qualifying Accounts | Additions Balance at Beginning of Year Charged to Income Other Deductions From Reserves Credited to Income Balance at End of Year (in thousands) Year ended December 31, 2016 Amounts deducted from applicable assets in continuing operations Deferred tax valuation allowance $ 88,880 $ — $ (16,913) $ — $ 71,967 Investment valuation allowance 1,350 — — — 1,350 Year ended December 31, 2015 Amounts deducted from applicable assets in continuing operations Deferred tax valuation allowance $ 84,558 $ — $ 4,322 $ — $ 88,880 Investment valuation allowance 1,350 — — — 1,350 VAT valuation allowance (b) 2,792 — (2,792) — — (a) Valuation allowance for the VAT receivable associated with Harvest Budong. On May 4, 2015, the Company sold the shares of Harvest Budong-Budong B.V. to Stockbridge Capital Limited and the rights to the VAT receivable went with the entity to the buyer . Additions Balance at Beginning of Year Charged to Income Other Deductions From Reserves Credited to Income Balance at End of Year (in thousands) Year ended December 31, 2016 Amounts deducted from applicable assets in discontinued operations Deferred tax valuation allowance $ 137,039 $ — $ 145 $ — $ 137,184 Reserve for notes receivable related party — 5,160 (5,160) — — Long-term receivable - investment in affiliate (a) 13,753 — (13,753) — — Year ended December 31, 2015 Amounts deducted from applicable assets in discontinued operations Deferred tax valuation allowance $ 97,347 $ — $ 39,692 $ — $ 137,039 Long-term receivable - investment in affiliate (a) 13,753 — — — 13,753 (a) Relates to a dividend receivable of $12.2 million and $1.6 million of long-term receivable due from our investment in affiliate. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | Year Ended December 31, 2016 2015 (in thousands) Loss from continuing operations $ (22,480) $ (27,250) Income (loss) from discontinued operations, net of income taxes (a) 89,051 (71,320) Net income (loss) attributable to Harvest $ 66,571 $ (98,570) Weighted average common shares outstanding - basic and dilutive 12,432 11,322 Income (loss) per share: Loss from continuing operations $ (1.81) $ (2.41) Income (loss) from discontinued operations 7.16 (6.30) Basic and dilutive income (loss) per share $ 5.35 $ (8.71) (a) Net of net income attributable to noncontrolling interest owners. |
Dispositions and Discontinued31
Dispositions and Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Dispositions and Discontinued Operations [Abstract] | |
Schedule of Assets Held For Sale | As of December 31, Assets associated with discontinued operations 2016 2015 (in thousands) Cash and cash equivalents $ — $ 5,256 Accounts receivable — 3 Prepaid costs — 15 Embedded derivative asset (1) — 5,010 Deferred taxes (3) — 120 Long-term note receivable, net — — Administrative property, net — 16 Other assets — 24 $ — $ 10,444 |
Schedule of Liabilites Held For Sale | As of December 31, Liabilities associated with discontinued operations 2016 2015 (in thousands) Accounts payable $ — $ 5 Accrued Expenses — 341 Accrued interest payable — 954 Other current liabilities — 160 15% Note and Additional Draw Note, net (1) — 214 CT Warrant liability (2) — 5,503 $ — $ 7,177 (1) See Note 11 – Debt and Financing for further information. (2) See Note 12 – Warrant Derivative Liability for further information . (3) Net deferred tax assets for Harvest Holding at December 31, 2015 included deferred tax assets related to operating loss carryforwards and investment in affiliate, substantially offset by a valuation allowance. The deferred tax liability recognized in prior periods was decreased during 2015 to zero due to the impairment of the Company’s remaining investment in Petrodelta. At December 31, 2015 we had net operating losses for carryforward of $7.3 million available for up to three years from 2013. |
Schedule of Discontinued Operations Expenses | Year Ended December 31, 2016 2015 (in thousands) Income (Loss) from Discontinued Operations Depreciation $ (15) $ (21) Reserve for note receivable - related party (5,160) — Impairment of investment in affiliate — (164,700) General and administrative expense (3,291) (3,052) Change in fair value of warrant derivative liability (9,376) 34,510 Change in fair value of embedded derivative asset and liabilities 2,412 4,813 Gain on sale of Harvest Holding 115,528 — Interest expense (4,239) (2,958) Loss on debt conversion — (1,890) Loss on issuance of debt — (20,402) Loss on extinguishment of debt (10,274) — Foreign currency transaction gains 217 320 Income tax expense (24) (27) Income (loss) from discontinued operations, net of income taxes $ 85,778 $ (153,407) Loss attributable to noncontrolling interests (3,273) (82,087) Income (loss) attributable to discontinued operations, net of income taxes $ 89,051 $ (71,320) |
Debt and Financing (Tables)
Debt and Financing (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Long-Term Debt Due to Related Party, Net of Discount | Year Ended December 31, Long-Term Debt 2016 2015 (in thousands) Beginning balance - January 1, 2016 and 2015 $ 214 $ — Capitalization of accrued interest 2,704 — Borrowings under the 9% and 15% Notes 3,000 32,200 Proceeds from note payable to CT Energy — 1,300 Repayment of note payable to CT Energy — (1,300) Value assigned to embedded derivative — (32,200) Conversion of 9% Note, net of unamortized discount — (11) Additional Draw Note borrowings 8,000 — 15% Note and Additional Draw Note - premiums 3,139 — Accretion of discount on debt 823 225 Amortization of premium on debt (63) — Cancellation of the 15% Note and Additional Draw Note with the sale of Harvest Holding (17,817) — $ — $ 214 (1) Debt and financing related to the CT Energy transaction has been reclassified to liabilities associated with discontinued operations. Please see Note 5 – Dispositions and Discontinued Operations for further information. |
15% Note And Additional Draw Note [Member] | |
Schedule of Fair Value of Derivative Asset | Fair Value Hierarchy As of October 6, As of December 31, Level 2016 2015 Significant assumptions (or ranges): Weighted Term (years) 3.72 4.47 Yield Volatility Level 2 input 40 % 35 Risk-free rate Level 1 input 1.0% to 1.2 % 1.6% to 2.0 Dividend yield Level 2 input 0.0 % 0.0 Scenario probability: Claim Date extended with Stock Appreciation Date threshold met Level 3 input 72.2 % 54.8 Claim Date extended with Stock Appreciation Date threshold not met Level 3 input 46.0 % 36.1 Claim Date not extended with Stock Appreciation Date threshold met Level 3 input 72.2 % 54.8 Claim Date not extended with Stock Appreciation Date threshold not met Level 3 input 44.9 % 33.4 Scenario probability (future draws/no future draws) Level 3 input 10%/90 % 50%/50 |
9% Note [Member] | |
Schedule of Fair Value of Warrant Derivative Liability | Fair Value Hierarchy Level June 19, 2015 Significant assumptions (or ranges): Stock price Level 1 input $ 7.28 Term (years) Level 1 input 5.0 Volatility Level 2 input 90 % Risk-free rate (base) Level 1 input 0.27 % Risk-free rate ( 5 year) Level 1 input 2.05 % Risk-free rate ( 7 year) Level 1 input 2.40 % Dividend yield Level 2 input 0.0 % |
Warrant Derivative Liability (T
Warrant Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
CT Energy [Member] | |
Schedule of Fair Value of Warrant Derivative Liability | Fair Value Hierarchy As of October 6, As of December 31, Level 2016 2015 Significant assumptions (or ranges): Stock price Level 1 input $ 3.40 $ 1.72 Exercise price Level 1 input $ 5.00 $ 5.00 Stock appreciation date price (hurdle) Level 1 input $ 10.00 $ 10.00 Term (warrants) Level 1 input 1.7162 2.4668 Term (Claim Date) Level 1 input 0.0574 0.4672 Term (Claim Date extended) Level 1 input 0.2240 0.9672 Volatility Level 2 input 140.0 % 110.0 % Risk-free rate (warrants) Level 1 input 0.77 % 1.27 % Risk-free rate (Claim Date) Level 1 input 0.44 % 0.55 % Risk-free rate (Claim Date extended) Level 1 input 0.48 % 0.70 % Dividend yield Level 2 input 0.0 % 0.0 % |
Taxes (Tables)
Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Taxes [Abstract] | |
Tax Effects of Significant Items of Deferred Income Taxes | As of December 31, 2016 2015 Foreign United States and Other Foreign United States and Other (in thousands) Deferred tax assets: Operating loss carryforwards $ 20,417 $ 19,755 $ 42,791 $ 13,547 Stock-based compensation — 2,136 — 3,471 Accrued compensation — 585 — 653 Oil and natural gas properties 26,573 — 26,065 — Alternative minimum tax credit — 2,545 — 2,545 Other — 89 — 89 Total deferred tax assets 46,990 25,110 68,856 20,305 Deferred tax liabilities: Tax on unremitted earnings of foreign subsidiaries — (100) — — Other liabilities — (123) — (278) Fixed assets — (10) — (3) Total deferred tax liabilities — (233) — (281) Net deferred tax asset (liability) 46,990 24,877 68,856 20,024 Valuation allowance (46,990) (24,977) (68,856) (20,024) Net deferred tax asset (liability) after valuation allowance $ — $ (100) $ — $ — |
Components of Loss from Continuing Operations Before Income Taxes | Year Ended December 31, 2016 2015 (in thousands) Loss before income taxes United States $ (19,200) $ (14,041) Foreign (3,180) (29,659) Total $ (22,380) $ (43,700) |
Provision (Benefit) for Income Taxes on Continuing Operations | Year Ended December 31, 2016 2015 (in thousands) Current: United States $ — $ (1,755) Foreign — 5 — (1,750) Deferred: United States 100 (14,700) Foreign — — 100 (14,700) $ 100 $ (16,450) |
Income Tax Expense (Benefit) on Continuing Operations at Federal Statutory Rate | Year Ended December 31, 2016 2015 (in thousands) Income tax expense (benefit) from continuing operations: Tax expense (benefit) at U.S. statutory rate $ (7,833) $ (10,345) Effect of foreign source income and rate differentials on foreign income 143 (27,793) Non-deductible interest — 11,397 Tax on unremitted earnings of foreign subsidiaries 100 (14,700) Expired losses 22,404 25,901 Other changes in valuation allowance (16,913) 4,323 Other permanent differences 2,253 (9) Return to accrual and other true-ups (13) 8,533 Debt exchange — (12,079) Warrant derivatives — (1,685) Other (41) 7 Total income tax expense (benefit) – continuing operations $ 100 $ (16,450) |
Net Operating Losses Available for Carryforward | United States $ 56,443 Available for up to 20 years from 2012 Gabon 11,069 Available for up to 3 years from 2014 The Netherlands 59,343 Available for up to 9 years from 2008 |
Primary Income Tax Jurisdictions and Respective Open Audit Years | Tax Jurisdiction Open Audit Years United States 2013 – 2016 The Netherlands 2013 – 2016 |
Stock-Based Compensation and 35
Stock-Based Compensation and Stock Purchase Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Compensation Expense | Year Ended December 31, Employee Stock-Based Compensation 2016 2015 (in thousands) Equity based awards: Stock options $ 3,050 $ 2,003 Restricted stock 73 135 RSUs 762 133 Total expense related to equity based awards 3,885 2,271 Liability based awards: SARs 1,806 (260) RSUs 864 12 Total expense related to liability based awards 2,670 (248) Total compensation expense 6,555 2,023 Less: cash-based awards paid during the year (1,038) (489) Less: accelerated amortization of stock options included in discontinued operations (1,540) — Total non-cash portion of stock based compensation in continuing operations $ 3,977 $ 1,534 |
Summary of Stock Option Activity | Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (in thousands) Options outstanding as of December 31, 2015 1,786 $ 12.85 3.5 $ — Granted — — — Exercised — — Cancelled (205) (41.71) Options outstanding as of December 31, 2016 1,581 9.11 3.0 $ 1,816 Options exercisable as of December 31, 2016 1,581 $ 9.11 3.0 $ 1,816 |
Summary of Value of Option Grant Estimated on Date of Grant | For options granted during: 2015 Weighted average fair value $ 1.72 Weighted average expected life (3) 4.7 years/ 5.0 years Expected volatility (1) 100 % Risk-free interest rate 1.7 % Suboptimal exercise factor (2) 2.5 Weighted average pre-vest forfeiture rate 1.1 % Dividend yield 0.0 % (1) Expected volatilities are based on historical volatilities of our stock. (2) A suboptimal exercise factor of 2.5 means that exercise is generally expected to occur when the share price reaches 2.5 times the award’s exercise price. (3) The weighted average expected life for the options issued July 22, 2015 was 5.0 years. The weighted average for the options issued December 9, 2015 was 4.7 years. |
Summary of Restricted Stock Awards | Restricted Stock Outstanding Weighted- Average Grant-Date Fair Value (in thousands) Unvested as of December 31, 2015 21 $ 19.20 Granted — — Vested (21) (19.20) Forfeited — — Unvested as of December 31, 2016 — $ — |
SAR Award Transactions Under Employee Compensation Plans | SARs Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) SARs outstanding as of December 31, 2015 643 $ 10.67 3.3 $ — Granted — — 0.0 — Cancelled — — Expired (59) (18.46) SARs outstanding as of December 31, 2016 584 9.89 2.6 $ 637 SARs exercisable as of December 31, 2016 584 $ 9.89 2.6 $ 637 |
Summary of RSU Awards | RSUs Outstanding Weighted- Average Fair Value (in thousands) Unvested as of December 31, 2015 617 $ 3.51 Granted 140 3.64 Vested (697) (3.54) Forfeited (60) (3.41) Unvested as of December 31, 2016 — $ — |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Unvested Awards | Unvested Stock Options Outstanding Weighted- Average Grant-Date Fair Value (in thousands) Unvested as of December 31, 2015 1,283 $ 3.23 Granted — — Vested (1,283) (3.23) Expired — — Unvested as of December 31, 2016 — $ — |
Stock Appreciation Rights [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Unvested Awards | Unvested SARs Outstanding Weighted- Average Fair Value (in thousands) Unvested as of December 31, 2015 401 $ 4.60 Granted — — Vested (401) (4.60) Cancelled — — Expired — — Unvested as of December 31, 2016 — $ — |
Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Fair Value of Awards Granted | Fair Value Hierarchy As of December 9, Level 2015 Significant assumptions (or ranges): Stock price Level 1 input $ 2.52 Threshold price Level 1 input $ 10.00 Term (years) Level 1 input 10.0 Volatility Level 2 input 80.0 % Risk-free rate Level 1 input 2.27 % Dividend yield Level 2 input 0.0 % |
Operating Segments (Tables)
Operating Segments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Operating Segments [Abstract] | |
Schedule of Operating Segment Assets | As of December 31, 2016 2015 (in thousands) Operating Segment Assets Gabon $ 30,887 $ 32,710 Indonesia — 5 United States and other 76,210 4,622 107,097 37,337 Discontinued operations (a) — 10,444 Total assets $ 107,097 $ 47,781 (a) See Note 5 – Dispositions and Discontinued Operations . |
Schedule of Segment Income (Loss) From Continuing Operations | Year Ended December 31, 2016 2015 (in thousands) Segment Income (Loss) From Continuing Operations Gabon $ (3,170) $ (28,448) Indonesia — (43) United States and other (19,310) 1,241 Loss from continuing operations $ (22,480) $ (27,250) |
Plan of Dissolution (unaudite37
Plan of Dissolution (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Plan of Dissolution (unaudited) [Abstract] | |
Proforma Consolidated Statement of Net Assets in Liquidation | December 31, 2016 (in thousands) Cash and cash equivalents $ 68,676 Accounts receivable 24 Harvest Dussafu asset, net 34,500 Accrued interest receivable 657 Note receivable 12,000 Other administrative property, net 10 Other assets 138 Accounts payable, trade and other (785) Accrued expenses (36,300) Deferred tax liabilities (100) Net assets in liquidation $ 78,820 |
Proforma Consolidated Reconciliation of Stockholders' Equity To Net Assets in Liquidation | December 31, 2016 (in thousands) Shareholders' equity - December 31, 2016 (going concern basis) $ 99,199 Changes in net assets in liquidation 9,674 Adjustments relating to the adoption of liquidation basis of accounting: Interest income on deposits and note receivable 751 Accrual for change of control costs (12,570) Accrual for general and administrative costs (7,172) Accrual of estimated costs of litigation and dissolution costs (6,330) Accrual for transaction costs associated with sale of Harvest Dussafu (3,300) Prepaid assets written-off in adopting liquidation basis of accounting (687) Other assets written-off in adopting liquidation basis of accounting (7) Other administrative property written-off in adopting liquidation basis of accounting (738) Net assets in liquidation $ 78,820 |
Organization (Details)
Organization (Details) - USD ($) | Sep. 26, 2016 | Sep. 21, 2016 | Aug. 24, 2016 | Jul. 20, 2016 | Jun. 21, 2016 | Jan. 04, 2016 | Sep. 15, 2015 | Jun. 19, 2015 | May 11, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 17, 2017 | Nov. 03, 2016 | Oct. 07, 2016 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||
Gross proceeds from debt | $ 3,000,000 | $ 32,200,000 | ||||||||||||
Reverse split ratio | 0.25 | |||||||||||||
Common stock shares authorized | 37,500,000 | 37,500,000 | ||||||||||||
Reserve for note receivable | $ 734,000 | |||||||||||||
Additional Draw Note [Member] | ||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||
Gross proceeds from debt | 8,000,000 | |||||||||||||
15% Note And Additional Draw Note [Member] | ||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||
Promissory note | 3,139,000 | |||||||||||||
CT Energy [Member] | ||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||
Gross proceeds from debt | $ 32,200,000 | |||||||||||||
CT Energy [Member] | 15% Note [Member] | ||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||
Promissory note | $ 25,200,000 | |||||||||||||
Interest rate | 15.00% | |||||||||||||
Harvest Holding [Member] | CT Energy [Member] | ||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||
Adjustments to cash consideration | $ 10,600,000 | |||||||||||||
Harvest Holding [Member] | CT Energy [Member] | ||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||
Ownership percentage | 51.00% | |||||||||||||
Cash consideration | $ 69,400,000 | |||||||||||||
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% | |||||||||||||
Petrodelta [Member] | ||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||
Indirect ownership percentage | 40.00% | |||||||||||||
Reserve for note receivable | $ 12,200,000 | $ 12,200,000 | ||||||||||||
Petrodelta [Member] | CT Energy [Member] | ||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||
Ownership percentage | 0.00% | |||||||||||||
Petrodelta [Member] | HNR Finance [Member] | ||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||
Indirect ownership percentage | 40.00% | |||||||||||||
Harvest Dussafu B.V. [Member] | HNR Energia [Member] | ||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||
Ownership interest | 66.667% | |||||||||||||
Ownership percentage | 100.00% | |||||||||||||
Cash consideration | $ 32,000,000 | |||||||||||||
9% Note [Member] | CT Energy [Member] | ||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||
Interest rate | 9.00% | |||||||||||||
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 debt | $ 1,300,000 | $ 3,000,000 | ||||||||||||
Promissory note | $ 30,900,000 | |||||||||||||
Debt term | 5 years | |||||||||||||
Interest rate | 15.00% | |||||||||||||
Commencement date of quarterly interest payment | Oct. 1, 2015 | |||||||||||||
Threshold price per share | $ 10 | |||||||||||||
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 debt | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | ||||||||||
Debt term | 5 years | |||||||||||||
Interest rate | 15.00% | |||||||||||||
Commencement date of quarterly interest payment | Oct. 1, 2016 | |||||||||||||
Threshold price per share | $ 10 | |||||||||||||
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 | |||||||||||||
Senior Note [Member] | CT Energy [Member] | 15% Note And Additional Draw Note [Member] | ||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||
Gross proceeds from debt | 38,900,000 | |||||||||||||
Accrued interest | 1,400,000 | |||||||||||||
Senior Note [Member] | CT Energia [Member] | 15% Note [Member] | ||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||
Promissory note | $ 25,200,000 | |||||||||||||
Debt term | 5 years | |||||||||||||
Interest rate | 15.00% | |||||||||||||
Senior Note [Member] | 11% Note [Member] | CT Energy [Member] | ||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||
Promissory note | $ 12,000,000 | |||||||||||||
Debt term | 6 months | |||||||||||||
Interest rate | 11.00% | |||||||||||||
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 | |||||||||||||
Promissory note | $ 7,000,000 | |||||||||||||
Debt term | 5 years | |||||||||||||
Interest rate | 9.00% | |||||||||||||
Commencement date of quarterly interest payment | Oct. 1, 2015 | |||||||||||||
Interest rate | 9.00% | |||||||||||||
Accrued interest | $ 100,000 | |||||||||||||
Common stock converted from convertible senior secured note | 2,166,900 | 2,166,900 | ||||||||||||
Conversion price per share | $ 3.28 | |||||||||||||
Threshold price per share | $ 10 | |||||||||||||
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 | 8,517,705 | |||||||||||||
Warrant exercise price per share | $ 5 | |||||||||||||
Threshold price per share | $ 10 | |||||||||||||
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 | |||||||||||||
Interest rate | 11.00% | |||||||||||||
Promissory note | $ 5,200,000 | |||||||||||||
Maturity date | Jan. 4, 2019 | |||||||||||||
Note Receivable [Member] | CT Energia Note [Member] | HNR Energia [Member] | ||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||
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% | |||||||||||||
Trigger Price Not Met [Member] | 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] | ||||||||||||||
Interest rate | 8.00% | |||||||||||||
Prior To Reverse Stock Split, Amended [Member] | ||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||
Common stock shares authorized | 150,000,000 | |||||||||||||
Escrow [Member] | Harvest Dussafu B.V. [Member] | HNR Energia [Member] | ||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||
Escrow Period | 6 months | |||||||||||||
Cash consideration | $ 2,500,000 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||
Ownership interest held by noncontrolling interest owners | 5.00% | |||||||||||||
Ownership interest | 50.00% |
Liquidity (Details)
Liquidity (Details) - USD ($) $ in Millions | Oct. 07, 2016 | Sep. 26, 2016 | Dec. 31, 2016 |
CT Energy [Member] | Harvest Holding [Member] | |||
Debt Instrument [Line Items] | |||
Net proceeds | $ 69.4 | ||
CT Energy [Member] | Harvest Holding [Member] | |||
Debt Instrument [Line Items] | |||
Ownership Percentage | 51.00% | ||
Net proceeds | $ 69.4 | ||
CT Energy [Member] | 15% Note [Member] | Senior Note [Member] | |||
Debt Instrument [Line Items] | |||
Debt term | 5 years | ||
CT Energy [Member] | Additional Draw Note [Member] | Senior Note [Member] | |||
Debt Instrument [Line Items] | |||
Debt term | 5 years | ||
Petrodelta [Member] | |||
Debt Instrument [Line Items] | |||
Debt term | 6 months | ||
Promissory note | $ 12 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies (Narrative) (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($)bbl | Dec. 31, 2015USD ($)bbl | Dec. 31, 2014USD ($)bbl | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Restricted cash | $ 0 | $ 0 | $ 0 | |
Depletion expense | $ 0 | $ 0 | $ 0 | |
Production of proved oil and natural gas properties | bbl | 0 | 0 | 0 | |
Dry hole costs | $ 0 | $ 0 | $ 0 | |
Proved oil and natural gas properties | 0 | 0 | 0 | $ 0 |
Depreciation expense | 51 | 87 | ||
Allowance for doubtful accounts | 700 | 700 | 700 | |
Receivable from joint venture partners | 400 | |||
Deferred tax liability | 100 | |||
Impairment of oil and natural gas property | 1,452 | 24,178 | ||
Impairment of oilfied inventory | 1,452 | 24,178 | ||
Impairment of investment in affiliate | 164,700 | |||
15% Note [Member] | CT Energy [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Interest rate | 15.00% | |||
Stock Appreciation Rights [Member] | Recurring [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Obligations | 96 | $ 1,903 | 96 | |
Restricted Stock Units [Member] | Recurring [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Obligations | 174 | 174 | ||
Long-Term Liabilities [Member] | Recurring [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Obligations | 300 | 300 | ||
Long-Term Liabilities [Member] | Stock Appreciation Rights [Member] | Recurring [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Obligations | 100 | 1,900 | 100 | |
Long-Term Liabilities [Member] | Restricted Stock Units [Member] | Recurring [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Obligations | 200 | 200 | ||
Dussafu PSC [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Impairment of oil and natural gas property | 23,200 | 23,200 | ||
Impairment of investment in affiliate | 164,700 | |||
Furniture, Fixtures and Equipment [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Depreciation expense | $ 100 | 100 | ||
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 | |||
Oilfield Inventories [Member] | Dussafu PSC [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Impairment of oil and natural gas property | 1,000 | |||
Gabon [Member] | Dussafu PSC [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Impairment of oilfied inventory | $ 1,500 | 1,000 | ||
Gabon [Member] | Oilfield Inventories [Member] | Dussafu PSC [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Impairment of oil and natural gas property | $ 1,500 | 24,200 | ||
Impairment of oilfied inventory | 1,000 | |||
Senior Note [Member] | 15% Note [Member] | CT Energia [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Interest rate | 15.00% | |||
Senior Note [Member] | 15% Note [Member] | CT Energy [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Interest rate | 15.00% | |||
Harvest Holding [Member] | CT Energia [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Deferred tax liability | $ 100 | |||
United States [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Deferred tax liability | 281 | 233 | 281 | |
Deferred tax liability on undistributed earnings of foreign subsidiaries | $ 100 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies (Major Components of Property and Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Summary of Significant Accounting Policies [Abstract] | ||
Unproved property costs - Dussafu PSC | $ 28,244 | $ 28,000 |
Oilfield inventories | 1,554 | 3,006 |
Other administrative property | 1,693 | 1,922 |
Total property and equipment | 31,491 | 32,928 |
Accumulated depreciation | (945) | (1,483) |
TOTAL PROPERTY AND EQUIPMENT, net | $ 30,546 | $ 31,445 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies (Schedule of Fair Value Hierarchy of Financial Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Dussafu PSC | $ 28,244 | $ 28,000 | |
Derivative liabilities | [1] | 5,503 | |
Nonrecurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Oilfield inventories | 3,006 | ||
Dussafu PSC | 28,000 | ||
Assets, fair value | 31,006 | ||
Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, fair value | 5,010 | ||
Liabilities, fair value | 1,903 | 5,773 | |
Recurring [Member] | Stock Appreciation Rights [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Obligations | 1,903 | 96 | |
Recurring [Member] | Restricted Stock Units [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Obligations | 174 | ||
Recurring [Member] | Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | [2] | 5,503 | |
Recurring [Member] | Embedded Derivative Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | [2] | 5,010 | |
Level 1 [Member] | Nonrecurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Oilfield inventories | |||
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 | [2] | ||
Level 1 [Member] | Recurring [Member] | Embedded Derivative Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | [2] | ||
Level 2 [Member] | Nonrecurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Oilfield inventories | |||
Dussafu PSC | |||
Assets, fair value | |||
Level 2 [Member] | Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, fair value | |||
Liabilities, fair value | 1,903 | 220 | |
Level 2 [Member] | Recurring [Member] | Stock Appreciation Rights [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Obligations | 1,903 | 46 | |
Level 2 [Member] | Recurring [Member] | Restricted Stock Units [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Obligations | 174 | ||
Level 2 [Member] | Recurring [Member] | Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | [2] | ||
Level 2 [Member] | Recurring [Member] | Embedded Derivative Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | [2] | ||
Level 3 [Member] | Nonrecurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Oilfield inventories | 3,006 | ||
Dussafu PSC | 28,000 | ||
Assets, fair value | 31,006 | ||
Level 3 [Member] | Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, fair value | 5,010 | ||
Liabilities, fair value | 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 | 50 | ||
Level 3 [Member] | Recurring [Member] | Restricted Stock Units [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Obligations | |||
Level 3 [Member] | Recurring [Member] | Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | [2] | 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 | [2] | $ 5,010 | |
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 | $ 8,400 | ||
[1] | See Note 12 - Warrant Derivative Liability for further information | ||
[2] | Included in assets and liabilities associated with discontinued operations. See Note 5 - Dispositions and Discontinued Operations for further information. |
Summary of Significant Accoun43
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 | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | [1] | $ 5,010 | |
Additions | [1] | 3,139 | 2,504 |
Deletions | [1] | (10,561) | |
Change in fair value | [1] | $ 2,412 | 2,506 |
Ending balance | [1] | $ 5,010 | |
[1] | Included in assets and liabilities associated with discontinued operations. See Note 5 - Dispositions and Discontinued Operations for further information. See Note11 - Debt and Financing - 9% Note. |
Summary of Significant Accoun44
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 | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Warrants Derivative Liabilities [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | [1] | $ 5,503 | |
Additions | [1] | $ 40,013 | |
Deletions | [1] | (14,879) | |
Change in fair value | [1] | 9,376 | (34,510) |
Ending balance | [1] | 5,503 | |
Stock Appreciation Rights [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | 50 | ||
Change in fair value | 236 | 50 | |
Transfers | $ (286) | ||
Ending balance | $ 50 | ||
[1] | Included in assets and liabilities associated with discontinued operations. See Note 5 - Dispositions and Discontinued Operations for further information. See Note11 - Debt and Financing - 9% Note. |
Summary of Significant Accoun45
Summary of Significant Accounting Policies (Schedule of Valuation and Qualifying Accounts) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Reserve for note receivable | $ 734 | ||
Long-term receivable reserved | (2,421) | 1,764 | |
Deferred Tax Valuation Allowance [Member] | Continuing Operations [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 88,880 | 84,558 | |
Charged to Income | [1] | ||
Other | (16,913) | 4,322 | |
Deductions From Reserves Credited to Income | |||
Balance at End of Year | 71,967 | 88,880 | |
Deferred Tax Valuation Allowance [Member] | Discontinued Operations [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 137,039 | 97,347 | |
Charged to Income | |||
Other | 145 | 39,692 | |
Deductions From Reserves Credited to Income | |||
Balance at End of Year | 137,184 | 137,039 | |
Reserve For Notes Receivable related party [Member] | Discontinued Operations [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Charged to Income | 5,160 | ||
Other | (5,160) | ||
Deductions From Reserves Credited to Income | |||
Investment Valuation Allowance [Member] | Continuing Operations [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 1,350 | 1,350 | |
Charged to Income | [1] | ||
Other | |||
Deductions From Reserves Credited to Income | |||
Balance at End of Year | 1,350 | 1,350 | |
VAT Valuation Allowance [Member] | Continuing Operations [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | [2] | 2,792 | |
Charged to Income | [1],[2] | ||
Other | [2] | (2,792) | |
Deductions From Reserves Credited to Income | [2] | ||
Balance at End of Year | [2] | ||
Long-Term Receivable - Investment In Affiliate [Member] | Discontinued Operations [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | [1] | 13,753 | 13,753 |
Charged to Income | [1] | ||
Other | [1] | (13,753) | |
Deductions From Reserves Credited to Income | [1] | ||
Balance at End of Year | [1] | 13,753 | |
Petrodelta [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Reserve for note receivable | 12,200 | 12,200 | |
Long-term receivable reserved | $ 1,600 | $ 1,600 | |
[1] | Relates to a dividend receivable of $12.2 million and $1.6 million of long-term receivable due from our investment in affiliate. | ||
[2] | Valuation allowance for the VAT receivable associated with Harvest Budong. On May 4, 2015, the Company sold the shares of Harvest Budong-Budong B.V. to Stockbridge Capital Limited and the rights to the VAT receivable went with the entity to the buyer |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares shares in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 1.6 | 1 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 8.5 |
Earnings Per Share (Schedule of
Earnings Per Share (Schedule of Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Earnings Per Share [Abstract] | |||
Loss from continuing operations | $ (22,480) | $ (27,250) | |
Income (loss) from discontinued operations, net of income taxes | [1] | 89,051 | (71,320) |
Net income (loss) attributable to Harvest | $ 66,571 | $ (98,570) | |
Weighted average common shares outstanding- basic and dilutive | 12,432 | 11,322 | |
Loss from continuing operations | $ (1.81) | $ (2.41) | |
Income (loss) from discontinued operations | 7.16 | (6.30) | |
Basic and dilutive income (loss) per share | $ 5.35 | $ (8.71) | |
[1] | Year Ended December 31,2016 2015(in thousands)Loss from continuing operations$ (22,480) $ (27,250)Income (loss) from discontinued operations, net of income taxes (a) 89,051 (71,320)Net income (loss) attributable to Harvest$ 66,571 $ (98,570)Weighted average common shares outstanding - basic and dilutive 12,432 11,322Income (loss) per share: Loss from continuing operations $ (1.81) $ (2.41)Income (loss) from discontinued operations 7.16 (6.30)Basic and dilutive income (loss) per share$ 5.35$ (8.71)Net of net income attributable to noncontrolling interest owners. |
Dispositions and Discontinued48
Dispositions and Discontinued Operations (Narrative) (Details) | Dec. 31, 2016 | Oct. 07, 2016 |
Harvest Holding [Member] | Vinccler [Member] | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Ownership interest held by noncontrolling interest owners | 20.00% | |
Harvest Holding [Member] | Petroandina [Member] | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Ownership interest held by noncontrolling interest owners | 29.00% | |
Petrodelta [Member] | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Indirect Ownership Percentage | 40.00% | |
CT Energy [Member] | Harvest Holding [Member] | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Ownership percentage | 51.00% | |
CT Energy [Member] | Petrodelta [Member] | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Ownership percentage | 0.00% |
Dispositions and Discontinued49
Dispositions and Discontinued Operations (Schedule of Assets Held For Sale) (Details) $ in Thousands | Dec. 31, 2015USD ($) | |
Dispositions and Discontinued Operations [Abstract] | ||
Cash and cash equivalents | $ 5,256 | |
Accounts receivable | 3 | |
Prepaid costs | 15 | |
Embedded derivative asset | 5,010 | [1] |
Deferred taxes | 120 | [2] |
Administrative property, net | 16 | |
Other assets | 24 | |
Assets held for sale | 10,444 | |
Net operating losses for carryforward | $ 7,300 | |
[1] | See Note 11 - Debt and Financing for further information. | |
[2] | See Note 12 - Warrant Derivative Liability for further information |
Dispositions and Discontinued50
Dispositions and Discontinued Operations (Schedule of Liabilities Held For Sale) (Details) $ in Thousands | Dec. 31, 2015USD ($) | |
Dispositions and Discontinued Operations [Abstract] | ||
Accounts Payable | $ 5 | |
Accrued Expenses | 341 | |
Accrued interest payable | 954 | |
Other current liabilities | 160 | |
15% Note and Additional Draw Note, net | 214 | [1] |
CT Warrant liability | 5,503 | [2] |
Liabilities held for sale | $ 7,177 | |
[1] | See Note 11 - Debt and Financing for further information. | |
[2] | See Note 12 - Warrant Derivative Liability for further information |
Dispositions and Discontinued51
Dispositions and Discontinued Operations (Schedule of Discontinued Operations Expenses) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Dispositions and Discontinued Operations [Abstract] | |||
Depreciation | $ (15) | $ (21) | |
Reserve for note- receivable - related party | (5,160) | ||
Impairment of investment in affiliate | (164,700) | ||
General and administrative expense | (3,291) | (3,052) | |
Change in fair value of warrant derivative liability | (9,376) | 34,510 | |
Change in fair value of embedded derivative asset and liabilities | 2,412 | 4,813 | |
Gain on sale of Harvest Holdings | 115,528 | ||
Interest expense | (4,239) | (2,958) | |
Loss on debt conversion | (1,890) | ||
Loss on issuance of debt | (20,402) | ||
Loss on extinguishment of debt | (10,274) | ||
Foreign currency transaction gains | 217 | 320 | |
Income tax expense | (24) | (27) | |
Income (loss) from discontinued operations, net of taxes | 85,778 | (153,407) | |
Loss attributable to noncontrolling interests | (3,273) | (82,087) | |
Income (loss) attributable to discontinued operations, net of taxes | [1] | $ 89,051 | $ (71,320) |
[1] | Year Ended December 31,2016 2015(in thousands)Loss from continuing operations$ (22,480) $ (27,250)Income (loss) from discontinued operations, net of income taxes (a) 89,051 (71,320)Net income (loss) attributable to Harvest$ 66,571 $ (98,570)Weighted average common shares outstanding - basic and dilutive 12,432 11,322Income (loss) per share: Loss from continuing operations $ (1.81) $ (2.41)Income (loss) from discontinued operations 7.16 (6.30)Basic and dilutive income (loss) per share$ 5.35$ (8.71)Net of net income attributable to noncontrolling interest owners. |
Venezuela - Other (Details)
Venezuela - Other (Details) - CT Energy [Member] | Dec. 31, 2016 | Oct. 07, 2016 |
Harvest Holding [Member] | ||
Ownership percentage | 51.00% | |
Petrodelta [Member] | ||
Ownership percentage | 0.00% |
Gabon (Details)
Gabon (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)item | |
Capitalized Costs Of Unproved Properties Excluded From Amortization [Line Items] | |||
Impairment of oil and natural gas property | $ 1,452 | $ 24,178 | |
Impairment of oilfied inventory | 1,452 | 24,178 | |
Oilfield inventories | $ 3,006 | 1,554 | 3,006 |
Unproved oil and natural gas properties | 31,006 | 29,798 | 31,006 |
Costs associated with potential sale of interests of Gabon | (1,427) | ||
Non-operating expense | $ (1,107) | $ 423 | |
Dussafu PSC [Member] | |||
Capitalized Costs Of Unproved Properties Excluded From Amortization [Line Items] | |||
Ownership interest | 66.667% | ||
Extended period of third exploration phase | 4 years | ||
Number of discoveries | item | 4 | ||
Term from approval date to begin production | 4 years | ||
Impairment of oil and natural gas property | $ 23,200 | $ 23,200 | |
Dussafu PSC [Member] | Gabon [Member] | |||
Capitalized Costs Of Unproved Properties Excluded From Amortization [Line Items] | |||
Impairment of oilfied inventory | $ 1,500 | 1,000 | |
Harvest Dussafu B.V. [Member] | Gabon [Member] | |||
Capitalized Costs Of Unproved Properties Excluded From Amortization [Line Items] | |||
Costs associated with potential sale of interests of Gabon | $ 1,400 | ||
Harvest Dussafu B.V. [Member] | HNR Energia [Member] | |||
Capitalized Costs Of Unproved Properties Excluded From Amortization [Line Items] | |||
Ownership percentage | 100.00% | ||
Ownership interest | 66.667% | ||
Cash consideration | $ 32,000 | ||
Harvest Dussafu B.V. [Member] | HNR Energia [Member] | Escrow [Member] | |||
Capitalized Costs Of Unproved Properties Excluded From Amortization [Line Items] | |||
Cash consideration | $ 2,500 | ||
Escrow Period | 6 months | ||
Oilfield Inventories [Member] | Dussafu PSC [Member] | |||
Capitalized Costs Of Unproved Properties Excluded From Amortization [Line Items] | |||
Impairment of oil and natural gas property | 1,000 | ||
Oilfield Inventories [Member] | Dussafu PSC [Member] | Gabon [Member] | |||
Capitalized Costs Of Unproved Properties Excluded From Amortization [Line Items] | |||
Impairment of oil and natural gas property | $ 1,500 | 24,200 | |
Impairment of oilfied inventory | $ 1,000 |
Notes Payable to Noncontrolli54
Notes Payable to Noncontrolling Interest Owners (Details) - USD ($) $ in Thousands | Mar. 06, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||||
Notes payable to noncontrolling interest owners | $ 6,157 | |||
Petroandina [Member] | Harvest Holding [Member] | ||||
Related Party Transaction [Line Items] | ||||
Ownership interest held by noncontrolling interest owners | 29.00% | |||
Petroandina [Member] | Notes Payable [Member] | ||||
Related Party Transaction [Line Items] | ||||
Maturity date | Jan. 1, 2016 | |||
Vinccler [Member] | Harvest Holding [Member] | ||||
Related Party Transaction [Line Items] | ||||
Ownership interest held by noncontrolling interest owners | 20.00% | |||
Vinccler [Member] | HNR Energia [Member] | Notes Payable [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes payable to noncontrolling interest owners | $ 6,100 | |||
Maturity date | Dec. 31, 2015 | |||
Accrued interest | $ 6,200 | |||
CT Energy [Member] | Notes Payable [Member] | 15% Note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Maturity date | Jan. 1, 2016 |
Debt and Financing (Narrative)
Debt and Financing (Narrative) (Details) | Oct. 06, 2016 | Sep. 21, 2016USD ($) | Aug. 24, 2016USD ($) | Jul. 20, 2016USD ($) | Jun. 21, 2016USD ($) | Apr. 01, 2016USD ($) | Jan. 04, 2016USD ($) | Sep. 15, 2015shares | Jun. 19, 2015USD ($) | Jun. 19, 2015 | May 11, 2015USD ($) | Dec. 31, 2016USD ($)item$ / sharesshares | Dec. 31, 2015USD ($)$ / shares | |
Debt Instrument [Line Items] | ||||||||||||||
Convertible senior secured note converted | $ 13,175,000 | |||||||||||||
Accretion of discount on debt | $ 823,000 | 225,000 | ||||||||||||
Amortization of premium on debt | 63,000 | |||||||||||||
Additional borrowings | 3,000,000 | 32,200,000 | ||||||||||||
Change in fair value of embedded derivative asset and liabilities | $ 2,412,000 | $ 4,813,000 | ||||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||
Loss on debt conversion | $ (1,890,000) | |||||||||||||
Additional Draw Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Additional borrowings | 8,000,000 | |||||||||||||
Embedded Derivative Liabilities [Member] | 15% Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Change in fair value of embedded derivative asset and liabilities | 2,500,000 | 2,500,000 | ||||||||||||
Recurring [Member] | Embedded Derivative Liabilities [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Term (years) | 5 years | |||||||||||||
CT Energy [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from debt, net of financing fees | 30,600,000 | |||||||||||||
Financing fees | $ 1,600,000 | |||||||||||||
Fair value of embedded derivative assets at issuance | 2,500,000 | |||||||||||||
Fair value of derivative liabilities at issuance | 20,400,000 | |||||||||||||
Additional borrowings | $ 32,200,000 | |||||||||||||
CT Energy [Member] | 15% Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 15.00% | |||||||||||||
Promissory note | $ 25,200,000 | |||||||||||||
CT Energy [Member] | 15% Note [Member] | Notes Payable [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 15.00% | |||||||||||||
CT Energy [Member] | 15% Note [Member] | Senior Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance date | Jun. 19, 2015 | |||||||||||||
Interest rate | 15.00% | |||||||||||||
Promissory note | $ 30,900,000 | |||||||||||||
Carrying amount | 7,900,000 | |||||||||||||
Unamortized discount | 23,000,000 | 25,000,000 | ||||||||||||
Interest expense | 4,300,000 | 2,200,000 | ||||||||||||
Interest expense related to stated rate of interest | 3,500,000 | |||||||||||||
Accretion of discount on debt | 800,000 | 200,000 | ||||||||||||
Amortization of premium on debt | $ 100,000 | |||||||||||||
Withholding tax | $ 100,000 | $ 100,000 | ||||||||||||
Period of volatility calculation | 6 years | |||||||||||||
Fair value of note payable | $ 13,900,000 | |||||||||||||
Additional borrowings | $ 1,300,000 | $ 3,000,000 | ||||||||||||
Debt term | 5 years | |||||||||||||
Commencement date of quarterly interest payment | Oct. 1, 2015 | |||||||||||||
Stated rate of interest expense | 2,000,000 | |||||||||||||
Threshold price per share | $ / shares | $ 10 | |||||||||||||
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 | 0.50% | |||||||||||||
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% | |||||||||||||
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% | |||||||||||||
Carrying amount | $ 9,900,000 | |||||||||||||
Additional borrowings | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | ||||||||||
Debt term | 5 years | |||||||||||||
Commencement date of quarterly interest payment | Oct. 1, 2016 | |||||||||||||
Threshold price per share | $ / shares | $ 10 | |||||||||||||
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% | |||||||||||||
Debt extension term | 2 years | |||||||||||||
CT Energy [Member] | Embedded Derivative Liabilities [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Fair value of embedded derivative assets at issuance | 13,500,000 | |||||||||||||
CT Energy [Member] | Warrants [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Fair value of embedded derivative assets at issuance | 40,000,000 | |||||||||||||
Embedded Derivative Assets [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Fair value of embedded derivative assets at issuance | [1] | $ 3,139,000 | 2,504,000 | |||||||||||
Embedded Derivative Assets [Member] | 15% Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Change in fair value of embedded derivative asset and liabilities | 2,200,000 | $ 2,200,000 | ||||||||||||
Embedded Derivative Assets [Member] | Recurring [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Term (years) | 3 years 8 months 19 days | 4 years 5 months 19 days | ||||||||||||
Fair value of embedded derivative asset | [2] | $ 5,010,000 | ||||||||||||
Embedded Derivative Assets [Member] | Recurring [Member] | Level 3 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Fair value of embedded derivative asset | [2] | 5,010,000 | ||||||||||||
Embedded Derivative Assets [Member] | CT Energy [Member] | 15% Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Fair value of embedded derivative asset | $ 8,400,000 | |||||||||||||
Fair Value [Member] | CT Energy [Member] | 15% Note [Member] | Senior Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Fair value of note payable | 8,800,000 | |||||||||||||
9% Note [Member] | CT Energy [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 9.00% | |||||||||||||
9% Note [Member] | CT Energy [Member] | Convertible Senior Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance date | Jun. 19, 2015 | |||||||||||||
Interest rate | 9.00% | |||||||||||||
Interest rate | 9.00% | |||||||||||||
Promissory note | $ 7,000,000 | |||||||||||||
Convertible senior secured note converted | 7,000,000 | |||||||||||||
Unamortized discount | $ 200,000 | |||||||||||||
Debt term | 5 years | |||||||||||||
Commencement date of quarterly interest payment | Oct. 1, 2015 | |||||||||||||
Threshold price per share | $ / shares | $ 10 | |||||||||||||
Conversion price per share | $ / shares | $ 3.28 | |||||||||||||
Common stock converted from convertible senior secured note | shares | 2,166,900 | 2,166,900 | ||||||||||||
Common stock issuable upon conversion from note | item | 2,126,525 | |||||||||||||
Percent of dilution related to stock issuance | 10.00% | |||||||||||||
Expected remaining life of the longest instrument in the common stock transaction | 7 years | |||||||||||||
9% Note [Member] | CT Energy [Member] | Convertible Senior Note [Member] | Trigger Price Not Met [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 8.00% | |||||||||||||
Debt extension term | 2 years | |||||||||||||
9% Note [Member] | Embedded Derivative Assets [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Change in fair value of embedded derivative asset and liabilities | 2,300,000 | |||||||||||||
Embedded Derivative [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Fair value of net embedded derivative liabilities prior to conversion | 11,000 | |||||||||||||
Embedded Derivative [Member] | 9% Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Fair value of net embedded derivative liabilities at issuance | 13,500,000 | |||||||||||||
Fair value of net embedded derivative liabilities prior to conversion | $ 11,100,000 | |||||||||||||
[1] | Included in assets and liabilities associated with discontinued operations. See Note 5 - Dispositions and Discontinued Operations for further information. See Note11 - Debt and Financing - 9% Note. | |||||||||||||
[2] | Included in assets and liabilities associated with discontinued operations. See Note 5 - Dispositions and Discontinued Operations for further information. |
Debt and Financing (Schedule of
Debt and Financing (Schedule of Long-Term Debt Due to Related Party, Net of Discount) (Details) - USD ($) | Sep. 21, 2016 | Aug. 24, 2016 | Jul. 20, 2016 | Jun. 21, 2016 | Jun. 19, 2015 | May 11, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||||||||
Beginning balance | [1] | $ 214,000 | |||||||
Accrued interest paid in-kind | 2,704,000 | ||||||||
Additional borrowings | 3,000,000 | $ 32,200,000 | |||||||
Proceeds from note payable to CT Energy | 1,300,000 | ||||||||
Repayment of note payable to CT Energy | (1,300,000) | ||||||||
Value assigned to embedded derivatives | (32,200,000) | ||||||||
Accretion of discount on debt | 823,000 | 225,000 | |||||||
Amortization of premium on debt | (63,000) | ||||||||
Ending balance | [1] | 214,000 | |||||||
Embedded Derivative [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion of 9% Note, net of unamortized discount | (11,000) | ||||||||
Additional Draw Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Additional borrowings | 8,000,000 | ||||||||
15% Note And Additional Draw Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
15% Note and Additional Draw Note - premiums | 3,139,000 | ||||||||
Cancellation of debt | (17,817,000) | ||||||||
CT Energy [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Additional borrowings | $ 32,200,000 | ||||||||
CT Energy [Member] | 15% Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
15% Note and Additional Draw Note - premiums | $ 25,200,000 | ||||||||
Interest rate | 15.00% | ||||||||
Senior Note [Member] | CT Energy [Member] | 15% Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Additional borrowings | $ 1,300,000 | $ 3,000,000 | |||||||
15% Note and Additional Draw Note - premiums | 30,900,000 | ||||||||
Accretion of discount on debt | 800,000 | 200,000 | |||||||
Amortization of premium on debt | $ (100,000) | ||||||||
Interest rate | 15.00% | ||||||||
Senior Note [Member] | CT Energy [Member] | Additional Draw Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Additional borrowings | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | |||||
Interest rate | 15.00% | ||||||||
Senior Note [Member] | CT Energy [Member] | 15% Note And Additional Draw Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Additional borrowings | $ 38,900,000 | ||||||||
9% Note [Member] | Embedded Derivative [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion of 9% Note, net of unamortized discount | $ (11,100,000) | ||||||||
9% Note [Member] | CT Energy [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 9.00% | ||||||||
[1] | See Note 11 - Debt and Financing for further information. |
Debt and Financing (Schedule 57
Debt and Financing (Schedule of Fair Value of Derivative Asset) (Details) - Embedded Derivative Assets [Member] - Recurring [Member] | Oct. 06, 2016 | Dec. 31, 2015 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Weighted Term (years) | 3 years 8 months 19 days | 4 years 5 months 19 days |
Level 1 [Member] | Minimum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Risk-free rate | 1.00% | 1.60% |
Level 1 [Member] | Maximum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Risk-free rate | 1.20% | 2.00% |
Level 2 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Yield Volatility | 40.00% | 35.00% |
Dividend yield | 0.00% | 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 | 72.20% | 54.80% |
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 | 46.00% | 36.10% |
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 | 72.20% | 54.80% |
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 | 44.90% | 33.40% |
Debt and Financing (Schedule 58
Debt and Financing (Schedule of Fair Value of Warrant Derivative Liability) (Details) - Embedded Derivative Liabilities [Member] - Recurring [Member] | Jun. 19, 2015$ / shares |
Debt Instrument [Line Items] | |
Term (years) | 5 years |
Level 1 [Member] | |
Debt Instrument [Line Items] | |
Stock price | $ 7.28 |
Risk-free rate | 0.27% |
Level 1 [Member] | 5 Year [Member] | |
Debt Instrument [Line Items] | |
Term (years) | 5 years |
Risk-free rate | 2.05% |
Level 1 [Member] | 7 Year [Member] | |
Debt Instrument [Line Items] | |
Term (years) | 7 years |
Risk-free rate | 2.40% |
Level 2 [Member] | |
Debt Instrument [Line Items] | |
Volatility | 90.00% |
Dividend yield | 0.00% |
Warrant Derivative Liability (N
Warrant Derivative Liability (Narrative) (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Oct. 28, 2015USD ($) | ||
Class Of Warrant Or Right [Line Items] | ||||
Fair value of CT Warrant | [1] | $ 5,503 | ||
Reverse split ratio | 0.25 | |||
Change in fair value of warrant derivative liability | $ (9,376) | 34,510 | ||
CT Energy [Member] | 15% Note [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Interest rate | 15.00% | |||
CT Energy [Member] | 15% Note [Member] | Senior Note [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Threshold price per share | $ / shares | $ 10 | |||
Interest rate | 15.00% | |||
Warrants [Member] | CT Energy [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Shares issuable upon warrant conversion | shares | 8,517,705 | |||
Initial exercise price per share | $ / shares | $ 5 | |||
Threshold price per share | $ / shares | $ 10 | |||
Consecutive trading days | 21 days | |||
Expected remaining life of the longest instrument in the common stock transaction | 7 years | |||
Fair value of CT Warrant | $ 14,900 | 5,500 | ||
Change in fair value of warrant derivative liability | $ 9,400 | $ 34,500 | ||
MSD Warrants [Member] | Warrants [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Shares issuable upon warrant conversion | shares | 386,935 | |||
Initial exercise price per share | $ / shares | $ 27.88 | |||
Change in fair value of warrant derivative liability | $ 0 | |||
MSD Warrants [Member] | Warrants [Member] | Term Loan Facility [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Term loan facility amount | $ 60,000 | |||
[1] | See Note 12 - Warrant Derivative Liability for further information |
Warrant Derivative Liability (S
Warrant Derivative Liability (Schedule of Fair Value of Warrant Derivative Liability) (Details) - Warrants [Member] - Recurring [Member] - CT Energy [Member] - $ / shares | Oct. 06, 2016 | Dec. 31, 2015 |
Level 1 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Stock price | $ 3.40 | $ 1.72 |
Exercise price | 5 | 5 |
Stock appreciation date price (hurdle) | $ 10 | $ 10 |
Term (years) | 1 year 8 months 18 days | 2 years 5 months 18 days |
Risk-free rate | 0.77% | 1.27% |
Level 1 [Member] | Claim Date [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Term (years) | 21 days | 5 months 18 days |
Risk-free rate | 0.44% | 0.55% |
Level 1 [Member] | Claim Date Extended [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Term (years) | 2 months 21 days | 11 months 18 days |
Risk-free rate | 0.48% | 0.70% |
Level 2 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Volatility | 140.00% | 110.00% |
Dividend yield | 0.00% | 0.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Jan. 26, 2015USD ($) | May 31, 2011USD ($) | Dec. 31, 2016USD ($)itemcontract | Feb. 17, 2017 | Oct. 07, 2016 | Dec. 31, 2015USD ($) |
Loss Contingencies [Line Items] | ||||||
Number of employment contracts with executive officers | contract | 5 | |||||
Production commencement term following date of grant | 4 years | |||||
Allowance for doubtful accounts | $ 700,000 | $ 700,000 | ||||
Receivable from joint venture partners | $ 400,000 | |||||
Number of Purchase and Sale Agreements | item | 2 | |||||
Subsequent Event [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Ownership interest held by noncontrolling interest owners | 5.00% | |||||
Dussafu PSC [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Contractual commitments | $ 3,400,000 | |||||
Contractual obligations | 64,000 | 300,000 | ||||
Petrodelta [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Reimbursement | $ 1,000,000 | |||||
Petrodelta [Member] | CT Energy [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Ownership percentage | 0.00% | |||||
Harvest Holding [Member] | CT Energy [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Ownership percentage | 51.00% | |||||
OFAC [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Estimated loss | $ 1,100,000 | |||||
Blocked payment net to interest | $ 700,000 | |||||
Percentage of cost sharing interest in work commitments | 66.667% | |||||
Allowance for doubtful accounts | 700,000 | |||||
Receivable from joint venture partners | 400,000 | |||||
Joint Partners [Member] | Dussafu PSC [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Contractual obligations | $ 21,000 | $ 100,000 | ||||
HNR Energia [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Contingency, escrow deposit requirement | $ 5,000,000 | |||||
Petroandina [Member] | Harvest Holding [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Ownership interest held by noncontrolling interest owners | 29.00% |
Taxes (Narrative) (Details)
Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||
Long-term deferred tax liabilities | $ 100 | $ 0 |
Tax receivable | 1,700 | |
Deferred tax liability | 100 | |
Uncertain tax positions reserve | 0 | |
United States [Member] | ||
Income Taxes [Line Items] | ||
Deferred tax liability on undistributed earnings of foreign subsidiaries | 100 | |
AMT credit carryforward | 2,545 | 2,545 |
Deferred tax liability | 233 | 281 |
Net tax | $ 100 |
Taxes (Tax Effects of Significa
Taxes (Tax Effects of Significant Items of Deferred Income Taxes) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Taxes [Line Items] | ||
Total deferred tax liabilities | $ (100) | |
Foreign [Member] | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards | 20,417 | $ 42,791 |
Stock-based compensation | ||
Accrued compensation | ||
Oil and natural gas properties | 26,573 | 26,065 |
Alternative minimum tax credit | ||
Other | ||
Total deferred tax assets | 46,990 | 68,856 |
Tax on unremitted earnings of foreign subsidiaries | ||
Other liabilities | ||
Fixed assets | ||
Total deferred tax liabilities | ||
Net deferred tax asset (liability) | 46,990 | 68,856 |
Valuation allowance | (46,990) | (68,856) |
Net deferred tax asset (liability) after valuation allowance | ||
United States [Member] | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards | 19,755 | 13,547 |
Stock-based compensation | 2,136 | 3,471 |
Accrued compensation | 585 | 653 |
Oil and natural gas properties | ||
Alternative minimum tax credit | 2,545 | 2,545 |
Other | 89 | 89 |
Total deferred tax assets | 25,110 | 20,305 |
Tax on unremitted earnings of foreign subsidiaries | (100) | |
Other liabilities | (123) | (278) |
Fixed assets | (10) | (3) |
Total deferred tax liabilities | (233) | (281) |
Net deferred tax asset (liability) | 24,877 | 20,024 |
Valuation allowance | (24,977) | (20,024) |
Net deferred tax asset (liability) after valuation allowance | $ (100) |
Taxes (Components of Loss from
Taxes (Components of Loss from Continuing Operations Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Taxes [Abstract] | ||
United States | $ (19,200) | $ (14,041) |
Foreign | (3,180) | (29,659) |
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | $ (22,380) | $ (43,700) |
Taxes (Provision (Benefit) for
Taxes (Provision (Benefit) for Income Taxes on Continuing Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Taxes [Abstract] | ||
United States | $ (1,755) | |
Foreign | 5 | |
Current | (1,750) | |
United States | $ 100 | (14,700) |
Deferred | 100 | (14,700) |
Total | $ 100 | $ (16,450) |
Taxes (Income Tax Expense (Bene
Taxes (Income Tax Expense (Benefit) on Continuing Operations at Federal Statutory Rate) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Taxes [Abstract] | ||
Tax expense (benefit) at U.S. statutory rate | $ (7,833) | $ (10,345) |
Effect of foreign source income and rate differentials on foreign income | 143 | (27,793) |
Non-deductible interest | 11,397 | |
Tax on unremitted earnings of foreign subsidiaries | 100 | (14,700) |
Expired losses | 22,404 | 25,901 |
Other changes in valuation allowance | (16,913) | 4,323 |
Other permanent differences | 2,253 | (9) |
Return to accrual and other true-ups | (13) | 8,533 |
Debt exchange | (12,079) | |
Warrant derivatives | (1,685) | |
Other | (41) | 7 |
Total income tax expense (benefit) - continuing operations | $ 100 | $ (16,450) |
Taxes (Net Operating Losses Ava
Taxes (Net Operating Losses Available for Carryforward) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 56,000 |
United States [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 56,443 |
Net operating losses available for carryforward | Available for up to 20 years from 2012 |
Foreign [Member] | Gabon [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 11,069 |
Net operating losses available for carryforward | Available for up to 3 years from 2014 |
Foreign [Member] | The Netherlands [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 59,343 |
Net operating losses available for carryforward | Available for up to 9 years from 2008 |
Taxes (Primary Income Tax Juris
Taxes (Primary Income Tax Jurisdictions and Respective Open Audit Years) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
United States [Member] | Earliest Tax Year [Member] | |
Income Tax Examination [Line Items] | |
Open tax audit year | 2,013 |
United States [Member] | Latest Tax Year [Member] | |
Income Tax Examination [Line Items] | |
Open tax audit year | 2,016 |
Foreign [Member] | The Netherlands [Member] | Earliest Tax Year [Member] | |
Income Tax Examination [Line Items] | |
Open tax audit year | 2,013 |
Foreign [Member] | The Netherlands [Member] | Latest Tax Year [Member] | |
Income Tax Examination [Line Items] | |
Open tax audit year | 2,016 |
Stock-Based Compensation and 69
Stock-Based Compensation and Stock Purchase Plans (Narrative) (Details) | Oct. 07, 2016shares | Sep. 15, 2016shares | Dec. 09, 2015shares | Dec. 09, 2015$ / sharesshares | Sep. 09, 2015shares | Jul. 22, 2015$ / sharesshares | Jul. 22, 2015shares | Dec. 31, 2016USD ($)item$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based compensation-related charges | $ | $ 6,555,000 | $ 2,023,000 | |||||||||
Number of Directors Resigned | item | 2 | ||||||||||
Restricted Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based compensation-related charges | $ | $ 73,000 | $ 135,000 | |||||||||
Awards granted | 0 | ||||||||||
Fair value of awards vested | $ | $ 400,000 | $ 11,700 | |||||||||
Exercise price per share | $ / shares | |||||||||||
Awards vested | 21,000 | ||||||||||
Stock Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based compensation-related charges | $ | $ 3,050,000 | $ 2,003,000 | |||||||||
Vesting period | 3 years | ||||||||||
Threshold price per share | $ / shares | $ 10 | ||||||||||
Suboptimal exercise factor | [1] | 2.5 | |||||||||
Options issued | 211,750 | 1,093,802 | |||||||||
Exercise of stock options, shares | 0 | ||||||||||
Exercise price per share | $ / shares | |||||||||||
Options exercisable | 1,581,000 | 1,581,000 | |||||||||
Exercise price per share | $ / shares | $ 9.11 | $ 9.11 | |||||||||
Total fair value shares vested | $ | $ 4,100,000 | $ 1,900,000 | |||||||||
Stock Options, Of Options Outstanding [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options exercisable | 1,600,000 | 500,000 | 1,600,000 | ||||||||
Exercise price per share | $ / shares | $ 9.11 | $ 28.64 | $ 9.11 | ||||||||
Stock Appreciation Rights [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based compensation-related charges | $ | $ 1,806,000 | $ (260,000) | |||||||||
Vesting period | 3 years | ||||||||||
Threshold price per share | $ / shares | $ 10 | ||||||||||
Options issued | 1,300,000 | ||||||||||
Accelerated vesting costs | $ | $ 3,300,000 | ||||||||||
Fair value of awards vested | $ | $ 2,600,000 | $ 15,960 | |||||||||
Exercise price per share | $ / shares | |||||||||||
Exercisable awards | 584,000 | 584,000 | |||||||||
Exercise price per share | $ / shares | $ 9.89 | $ 9.89 | |||||||||
SARs granted | 1,300,000 | 1,300,000 | |||||||||
Exercise price per share | $ / shares | $ 4.52 | ||||||||||
SARs cancelled | 900,000 | ||||||||||
Remaining SARs | 400,000 | ||||||||||
SARs exercised | 0 | 0 | |||||||||
Awards vested | 401,000 | ||||||||||
Stock Appreciation Rights, Of Options Outstanding [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercisable awards | 600,000 | 200,000 | 600,000 | ||||||||
Exercise price per share | $ / shares | $ 9.89 | $ 19.80 | $ 9.89 | ||||||||
Restricted Stock Units [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Accelerated vesting costs | $ | $ 4,200,000 | ||||||||||
Awards granted | 140,000 | ||||||||||
Fair value of awards vested | $ | $ 1,800,000 | $ 300,000 | |||||||||
Exercise price per share | $ / shares | $ 3.64 | ||||||||||
Awards vested | 93,023 | 697,000 | |||||||||
Restricted Stock Units Settled For Shares [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Fair value of awards vested | $ | $ 900,000 | 0 | |||||||||
Awards vested | 400,000 | ||||||||||
Restricted Stock Units Settled For Cash [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Aggregate fair value of awards | $ | $ 500,000 | ||||||||||
Fair value of awards vested | $ | $ 1,000,000 | ||||||||||
Awards vested | 300,000 | 81,536 | |||||||||
Restricted Stock Units Liability Awards [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based compensation-related charges | $ | $ 864,000 | $ 12,000 | |||||||||
Restricted Stock Units Equity Awards [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based compensation-related charges | $ | $ 762,000 | $ 133,000 | |||||||||
2010 Long Term Incentive Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares authorized to be granted | 1,931,250 | 1,931,250 | |||||||||
Options remaining available for grant | 66,475 | ||||||||||
2010 Long Term Incentive Plan [Member] | Restricted Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares authorized to be granted | 606,250 | 606,250 | |||||||||
2010 Long Term Incentive Plan [Member] | Stock Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Maximum grants per individual | 250,000 | ||||||||||
2010 Long Term Incentive Plan [Member] | Stock Appreciation Rights [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Maximum grants per individual | 1,000,000 | ||||||||||
2006 Long Term Incentive Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares authorized to be granted | 456,250 | 456,250 | |||||||||
2006 Long Term Incentive Plan [Member] | Restricted Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares authorized to be granted | 81,250 | 81,250 | |||||||||
Maximum grants per individual | 43,750 | ||||||||||
Term of maximum grants per individual | 3 years | ||||||||||
2006 Long Term Incentive Plan [Member] | Stock Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Maximum grants per individual | 225,000 | ||||||||||
2006 Long Term Incentive Plan [Member] | Stock Appreciation Rights [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Maximum grants per individual | 900,000 | ||||||||||
2004 Long Term Incentive Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares authorized to be granted | 1,750,000 | 1,750,000 | |||||||||
2004 Long Term Incentive Plan [Member] | Restricted Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares authorized to be granted | 438,000 | 438,000 | |||||||||
Maximum grants per individual | 110,000 | ||||||||||
2004 Long Term Incentive Plan [Member] | Stock Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Maximum grants per individual | 438,000 | ||||||||||
2001 Long Term Incentive Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares authorized to be granted | 424,250 | 424,250 | |||||||||
2001 Long Term Incentive Plan [Member] | Stock Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Maximum grants per individual | 125,000 | ||||||||||
Term of maximum grants per individual | 1 year | ||||||||||
Options remaining available for grant | 25,500 | 25,500 | |||||||||
December 9, 2015 [Member] | Stock Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expiration period | 4 years 7 months 6 days | ||||||||||
Options issued | 882,052 | ||||||||||
Exercise price per share | $ / shares | $ 4.52 | ||||||||||
Expiration date | Jul. 22, 2020 | ||||||||||
December 9, 2015 [Member] | Restricted Stock Units Equity Awards [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Awards granted | 400,000 | ||||||||||
Exercise price per share | $ / shares | $ 2.28 | ||||||||||
December 9, 2015 [Member] | July 22, 2016 [Member] | Stock Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 33.33% | ||||||||||
December 9, 2015 [Member] | July 22, 2017 [Member] | Stock Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 33.33% | ||||||||||
December 9, 2015 [Member] | July 22, 2018 [Member] | Stock Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 33.33% | ||||||||||
September 9, 2015 [Member] | Restricted Stock Units Liability Awards [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 1 year | ||||||||||
Awards granted | 80,001 | ||||||||||
July 22, 2015 [Member] | Restricted Stock Units Liability Awards [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Awards granted | 400,000 | ||||||||||
July 22, 2015 [Member] | Restricted Stock Units Equity Awards [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 3 years | ||||||||||
Threshold price per share | $ / shares | $ 10 | ||||||||||
September 15, 2016 [Member] | Restricted Stock Units [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 1 year | ||||||||||
Awards granted | 139,535 | ||||||||||
Minimum [Member] | Stock Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expiration period | 5 years | ||||||||||
Maximum [Member] | Stock Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expiration period | 10 years | ||||||||||
Directors [Member] | Restricted Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 1 year | ||||||||||
Directors [Member] | Restricted Stock Units [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 1 year | ||||||||||
Employee [Member] | Restricted Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 3 years | ||||||||||
Employee [Member] | Restricted Stock Units [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 3 years | ||||||||||
CT Energy [Member] | Warrants [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Threshold price per share | $ / shares | $ 10 | ||||||||||
Expiration date | Jun. 19, 2018 | ||||||||||
Shares issuable upon warrant conversion | 8,517,705 | 8,517,705 | |||||||||
Warrant exercise price per share | $ / shares | $ 5 | $ 5 | |||||||||
[1] | A suboptimal exercise factor of 2.5 means that exercise is generally expected to occur when the share price reaches 2.5 times the award's exercise price. |
Stock-Based Compensation and 70
Stock-Based Compensation and Stock Purchase Plans (Summary of Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total compensation expense | $ 6,555 | $ 2,023 |
Less: cash-based awards paid during the year | (1,038) | (489) |
Less: accelerated amortization of stock option included in discontinued operations | (1,540) | |
Total non-cash portion of stock based compensation in continuing operations | 3,977 | 1,534 |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total compensation expense | 3,050 | 2,003 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total compensation expense | 73 | 135 |
Stock Appreciation Rights [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total compensation expense | 1,806 | (260) |
Restricted Stock Units Equity Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total compensation expense | 762 | 133 |
Equity Based Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total compensation expense | 3,885 | 2,271 |
Restricted Stock Units Liability Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total compensation expense | 864 | 12 |
Liability Based Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total compensation expense | $ 2,670 | $ (248) |
Stock-Based Compensation and 71
Stock-Based Compensation and Stock Purchase Plans (Summary of Stock Option Activity) (Details) - Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | Jul. 22, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, Beginning balance, Shares | 1,786,000 | |||
Granted, Shares | 211,750 | 1,093,802 | ||
Exercised, Shares | 0 | |||
Cancelled, Shares | (205,000) | |||
Options outstanding, Ending balance, Shares | 1,581,000 | 1,786,000 | 1,581,000 | |
Options exercised, Shares | 1,581,000 | 1,581,000 | ||
Options outstanding, Beginning balance, Weighted-Average Exercise Price | $ 12.85 | |||
Granted, Weighted-Average Exercise Price | ||||
Exercised, Weighted-Average Exercise Price | ||||
Cancelled, Weighted-Average Exercise Price | (41.71) | |||
Options outstanding, Ending balance, Weighted-Average Exercise Price | 9.11 | $ 12.85 | $ 9.11 | |
Options exercisable, Weighted-Average Exercise Price | $ 9.11 | $ 9.11 | ||
Options outstanding, Weighted-Average Remaining Contractual Term | 3 years | 3 years 6 months | ||
Options exercisable, Weighted-Average Remaining Contractual Term | 3 years | |||
Granted, Aggregate Intrinsic Value | ||||
Options outstanding, Aggregate Intrinsic Value | 1,816 | 1,816 | ||
Options exercisable, Aggregate Intrinsic Value | $ 1,816 | $ 1,816 | ||
Threshold price per share | $ 10 |
Stock-Based Compensation and 72
Stock-Based Compensation and Stock Purchase Plans (Summary of Value of Option Grant Estimated on Date of Grant (Details) - Stock Options [Member] | 12 Months Ended | ||
Dec. 31, 2016$ / shares | Dec. 31, 2015$ / shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average fair value | $ 1.72 | ||
Expected volatility | [1] | 100.00% | |
Risk-free interest rate | 1.70% | ||
Suboptimal exercise factor | [2] | 2.5 | |
Weighted average pre-vest forfeiture rate | 1.10% | ||
Dividend yield | 0.00% | ||
December 9, 2015 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average expected life | 4 years 8 months 12 days | ||
July 22, 2015 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average expected life | 5 years | ||
[1] | Expected volatilities are based on historical volatilities of our stock. | ||
[2] | A suboptimal exercise factor of 2.5 means that exercise is generally expected to occur when the share price reaches 2.5 times the award's exercise price. |
Stock-Based Compensation and 73
Stock-Based Compensation and Stock Purchase Plans (Summary of Unvested Stock Option Awards (Details) - Stock Options [Member] - $ / shares | Jul. 22, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested, Beginning balance, Shares | 1,283,000 | ||
Granted, Shares | 211,750 | 1,093,802 | |
Vested, Shares | (1,283,000) | ||
Expired, Shares | |||
Unvested, Ending balance, Shares | 1,283,000 | ||
Unvested, Beginning balance, Weighted-Average Grant-Date Fair Value | $ 3.23 | ||
Granted, Weighted-Average Grant-Date Fair Value | $ 1.72 | ||
Vested, Weighted-Average Grant-Date Fair Value | (3.23) | ||
Expired, Weighted-Average Grant-Date Fair Value | |||
Unvested, Ending balance, Weighted-Average Grant-Date Fair Value | $ 3.23 |
Stock-Based Compensation and 74
Stock-Based Compensation and Stock Purchase Plans (Summary of Restricted Stock Awards) (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested, Beginning balance, Shares | 21,000 | |
Granted, Shares | 0 | |
Vested, Shares | (21,000) | |
Forfeited, Shares | ||
Unvested, Ending balance, Shares | 21,000 | |
Unvested, Beginning balance, Weighted-Average Fair Value | $ 19.20 | |
Granted, Weighted-Average Fair Value | ||
Vested, Weighted-Average Fair Value | (19.20) | |
Forfeited, Weighted-Average Fair Value | ||
Unvested, Ending balance, Weighted-Average Fair Value | $ 19.20 |
Stock-Based Compensation and 75
Stock-Based Compensation and Stock Purchase Plans (Summary of Fair Value of Awards Granted) (Details) - $ / shares | Dec. 09, 2015 | Dec. 31, 2016 |
Stock Appreciation Rights [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Threshold price | $ 10 | |
Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Term (years) | 10 years | |
Level 1 [Member] | Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock price | $ 2.52 | |
Threshold price | $ 10 | |
Rik-free rate | 2.27% | |
Level 2 [Member] | Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 80.00% | |
Dividend yield | 0.00% |
Stock-Based Compensation and 76
Stock-Based Compensation and Stock Purchase Plans (SAR Award Transactions Under Employee Compensation Plans) (Details) - Stock Appreciation Rights [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Dec. 09, 2015 | Jul. 22, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
SARS outstanding, Beginning balance, Shares | 643 | |||
Granted, Shares | 1,300 | 1,300 | ||
Cancelled, Shares | (900) | |||
Expired, Shares | (59) | |||
SARS outstanding, Ending balance, Shares | 584 | 643 | ||
SARS exercisable, Shares | 584 | |||
SARs outstanding, Beginning balance, Weighted-Average Exercise Price | $ 10.67 | |||
Granted, Weighted-Average Exercise Price | $ 4.52 | |||
Cancelled, Weighted-Average Exercise Price | ||||
Expired, Weighted-Average Exercise Price | (18.46) | |||
SARs outstanding, Ending balance, Weighted-Average Exercise Price | 9.89 | $ 10.67 | ||
SARs exercisable, Weighted-Average Exercise Price | $ 9.89 | |||
Granted, Weighted-Average Remaining Contractual Term | 0 years | |||
SARs outstanding, Weighted-Average Remaining Contractual Term | 2 years 7 months 6 days | 3 years 3 months 18 days | ||
SARs exercisable, Weighted-Average Remaining Contractual Term | 2 years 7 months 6 days | |||
Granted, Aggregate Intrinsic Value | ||||
SARs outstanding, Aggregate Intrinsic Value | 637 | |||
SARs exercisable, Aggregate Intrinsic Value | $ 637 | |||
Threshold price per share | $ 10 |
Stock-Based Compensation and 77
Stock-Based Compensation and Stock Purchase Plans (Summary of Unvested SAR Awards) (Details) - Stock Appreciation Rights [Member] - $ / shares shares in Thousands | Dec. 09, 2015 | Jul. 22, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested, Beginning balance, Shares | 401 | |||
Granted, Shares | 1,300 | 1,300 | ||
Vested, Shares | (401) | |||
Cancelled, Shares | (900) | |||
Expired, Shares | ||||
Unvested, Ending balance, Shares | 401 | |||
Unvested, Beginning balance, Weighted-Average Fair Value | $ 4.60 | |||
Granted, Weighted-Average Fair Value | ||||
Vested, Weighted-Average Fair Value | (4.60) | |||
Cancelled, Weighted-Average Grant-Date Fair Value | ||||
Expired, Weighted-Average Grant-Date Fair Value | ||||
Unvested, Ending balance, Weighted-Average Fair Value | $ 4.60 |
Stock-Based Compensation and 78
Stock-Based Compensation and Stock Purchase Plans (Summary of Unvested RSU Awards) (Details) - Restricted Stock Units [Member] - $ / shares | Oct. 07, 2016 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested, Beginning balance, Shares | 617,000 | |
Granted, Shares | 140,000 | |
Vested, Shares | (93,023) | (697,000) |
Forfeited, Shares | (60,000) | |
Unvested, Ending balance, Shares | ||
Unvested, Beginning balance, Weighted-Average Fair Value | $ 3.51 | |
Granted, Weighted-Average Fair Value | 3.64 | |
Vested, Weighted-Average Fair Value | (3.54) | |
Forfeited, Weighted-Average Fair Value | (3.41) | |
Unvested, Ending balance, Weighted-Average Fair Value |
Operating Segments (Schedule of
Operating Segments (Schedule of Operating Segment Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Total assets | $ 107,097 | $ 47,781 |
Continuing Operations [Member] | ||
Total assets | 107,097 | 37,337 |
Discontinued Operations [Member] | ||
Total assets | 10,444 | |
Operating Segments [Member] | Gabon [Member] | Continuing Operations [Member] | ||
Total assets | 30,887 | 32,710 |
Operating Segments [Member] | Indonesia [Member] | Continuing Operations [Member] | ||
Total assets | 5 | |
Operating Segments [Member] | United States and Other [Member] | Continuing Operations [Member] | ||
Total assets | $ 76,210 | $ 4,622 |
Operating Segments (Schedule 80
Operating Segments (Schedule of Segment Income (Loss) From Continuing Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Loss from continuing operations | $ (22,480) | $ (27,250) |
Operating Segments [Member] | Gabon [Member] | ||
Loss from continuing operations | (3,170) | (28,448) |
Operating Segments [Member] | Indonesia [Member] | ||
Loss from continuing operations | (43) | |
Operating Segments [Member] | United States and Other [Member] | ||
Loss from continuing operations | $ (19,310) | $ 1,241 |
Related Party Transactions (Det
Related Party Transactions (Details) | Sep. 21, 2016USD ($) | Aug. 24, 2016USD ($) | Jul. 20, 2016USD ($) | Jun. 21, 2016USD ($) | Apr. 01, 2016USD ($) | Jan. 04, 2016USD ($) | Sep. 15, 2015shares | Jun. 23, 2015USD ($) | Jun. 19, 2015USD ($) | Jun. 03, 2015USD ($) | May 11, 2015USD ($) | Dec. 31, 2016USD ($)itemshares | Dec. 31, 2015USD ($) | Feb. 17, 2017 | Oct. 07, 2016 | Dec. 31, 2014USD ($) |
Related Party Transaction [Line Items] | ||||||||||||||||
Additional borrowings | $ 3,000,000 | $ 32,200,000 | ||||||||||||||
Proceeds from note payable to related party | 1,300,000 | |||||||||||||||
Notes Reduction | 6,157,000 | |||||||||||||||
Accrued interest paid | ||||||||||||||||
Reserve for note receivable | 734,000 | |||||||||||||||
Petroandina [Member] | Notes Payable [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Promissory note | $ 7,600,000 | |||||||||||||||
Notes Reduction | $ 7,600,000 | |||||||||||||||
Accrued interest paid | $ 400,000 | |||||||||||||||
Commencement date of quarterly interest payment | Dec. 31, 2014 | |||||||||||||||
Maturity date | Jan. 1, 2016 | |||||||||||||||
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] | ||||||||||||||||
Reserve for note receivable | $ 12,200,000 | $ 12,200,000 | ||||||||||||||
Additional Draw Note [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Additional borrowings | $ 8,000,000 | |||||||||||||||
11% Note [Member] | President And Chief Executive Officer [Member] | Notes Payable [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Interest rate | 11.00% | |||||||||||||||
Proceeds from note payable to related party | $ 50,000 | |||||||||||||||
CT Energy [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Additional borrowings | $ 32,200,000 | |||||||||||||||
CT Energy [Member] | 9% Note [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Interest rate | 9.00% | |||||||||||||||
CT Energy [Member] | Directors [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Number of representatives | item | 2 | |||||||||||||||
CT Energy [Member] | Convertible Senior Note [Member] | 9% Note [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Interest rate | 9.00% | |||||||||||||||
Promissory note | $ 7,000,000 | |||||||||||||||
Common stock converted from convertible senior secured note | shares | 2,166,900 | 2,166,900 | ||||||||||||||
Commencement date of quarterly interest payment | Oct. 1, 2015 | |||||||||||||||
CT Energy [Member] | Harvest Holding [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Ownership percentage | 51.00% | |||||||||||||||
CT Energy [Member] | Petrodelta [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Ownership percentage | 0.00% | |||||||||||||||
CT Energy [Member] | 15% Note [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Interest rate | 15.00% | |||||||||||||||
Promissory note | $ 25,200,000 | |||||||||||||||
CT Energy [Member] | 15% Note [Member] | Notes Payable [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Interest rate | 15.00% | |||||||||||||||
Maturity date | Jan. 1, 2016 | |||||||||||||||
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 | $ 1,300,000 | $ 3,000,000 | ||||||||||||||
Promissory note | $ 30,900,000 | |||||||||||||||
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 | $ 2,000,000 | $ 2,000,000 | $ 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 [Member] | 15% Note [Member] | Senior Note [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Interest rate | 15.00% | |||||||||||||||
Promissory note | $ 25,200,000 | |||||||||||||||
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% | |||||||||||||||
Maturity date | Jan. 4, 2019 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Ownership interest held by noncontrolling interest owners | 5.00% |
Plan of Dissolution (unaudite82
Plan of Dissolution (unaudited) (Proforma Consolidated Statement of Net Assets in Liquidation) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Cash and cash equivalents | $ 63,376 | $ 2,505 | $ 6,138 |
Accounts receivable | 37 | 2,458 | |
Accrued interest receivable | 306 | ||
Prepaid expenses and other | 687 | 811 | |
Note receivable | 12,000 | ||
Other administrative property, net | 748 | 439 | |
Other assets | 145 | 118 | |
Accounts payable, trade and other | (832) | (365) | |
Accrued expenses | (6,966) | $ (2,991) | |
Liquidation [Member] | |||
Cash and cash equivalents | 68,676 | ||
Accounts receivable | 24 | ||
Harvest Dussafu asset, net | 34,500 | ||
Accrued interest receivable | 657 | ||
Note receivable | 12,000 | ||
Other administrative property, net | 10 | ||
Other assets | 138 | ||
Accounts payable, trade and other | (785) | ||
Accrued expenses | (36,300) | ||
Deferred tax liabilities | (100) | ||
Net assets in liquidation | $ 78,820 |
Plan of Dissolution (unaudite83
Plan of Dissolution (unaudited) (Proforma Consolidated Reconciliation of Stockholders' Equity To Net Assets in Liquidation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Shareholders' equity - December 31, 2016 (going concern basis) | $ 99,199 | $ 37,206 | $ 192,878 |
Liquidation [Member] | |||
Shareholders' equity - December 31, 2016 (going concern basis) | 99,199 | ||
Changes in net assets in liquidation | 9,674 | ||
Interest income on deposit and note receivable | 751 | ||
Accrual for change of control costs | (12,570) | ||
Accrual for general and administrative costs | (7,172) | ||
Accrual of estimated costs of liquidation and dissolution costs | (6,330) | ||
Accrual for transaction costs associated with sale of Harvest Dussafu | (3,300) | ||
Prepaid assets written-off in adopting liquidation basis of accounting | (687) | ||
Other assets written-off in adopting liquidation basis of accounting | (7) | ||
Other administrative property written-off in adopting liquidation basis of accounting | (738) | ||
Net assets in liquidation | $ 78,820 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 17, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | ||
Operating loss carryforwards | $ 56 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Noncontrolling ownership percentage | 5.00% | |
Ownership percentage | 50.00% | |
Ownership percentage rolling period based on Rights Plan | 3 years | |
Subsequent Event [Member] | Series D Preferred Stock [Member] | ||
Subsequent Event [Line Items] | ||
Dividend declared on Preferred share | 1 | |
Portion of preferred share | 0.10% | |
Price Per Portion of Preferred Shares | $ 26 |