10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended September 30, 2012

or

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from              to             

Commission File No. 1-10762

Harvest Natural Resources, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	77-0196707
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)
1177 Enclave Parkway, Suite 300 Houston, Texas	77077
(Address of Principal Executive Offices)	(Zip Code)

(281) 899-5700

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	¨	Accelerated Filer	x
Non-Accelerated Filer	¨	Smaller Reporting Company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

At October 26, 2012, 39,424,279 shares of the Registrant’s Common Stock were outstanding.

HARVEST NATURAL RESOURCES, INC.

FORM 10-Q

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Unaudited Consolidated Condensed Balance Sheets at September 30, 2012 and December 31, 2011		3
	Unaudited Consolidated Condensed Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2012 and 2011		4
	Unaudited Consolidated Condensed Statements of Statements of Stockholders Equity for the Nine Months Ended September 30, 2012		5
	Unaudited Consolidated Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011		6
	Notes to Consolidated Condensed Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		41
Item 4.	Controls and Procedures		41
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings		42
Item 1A.	Risk Factors		42
Item 6.	Exhibits		45
Signatures			46

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HARVEST NATURAL RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

	September 30, 2012			December 31, 2011
	(in thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	20,419		$	58,946
Restricted cash		—			1,200
Receivables, net:
Dividend receivable – equity affiliate		—			12,200
Joint interest and other		3,411			14,342
Note receivable		—			3,335
Advances to equity affiliate		2,690			2,388
Deferred income taxes		2,628			2,628
Prepaid expenses and other		2,435			728
TOTAL CURRENT ASSETS		31,583			95,767
OTHER ASSETS		5,730			5,427
LONG-TERM RECEIVABLE – DIVIDEND, EQUITY AFFILIATE		12,200			—
INVESTMENT IN EQUITY AFFILIATE		404,705			345,054
PROPERTY AND EQUIPMENT:
Oil and gas properties (successful efforts method)		72,181			65,671
Other administrative property		3,247			3,176
TOTAL PROPERTY AND EQUIPMENT		75,428			68,847
Accumulated depreciation and amortization		(2,364	)		(2,048	)
TOTAL PROPERTY AND EQUIPMENT, NET		73,064			66,799
TOTAL ASSETS	$	527,282		$	513,047
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable, trade and other	$	952		$	7,381
Accounts payable, carry obligation		—			3,596
Accrued expenses		9,164			15,247
Accrued interest		679			1,372
Deferred tax liability		4,835			4,835
Income taxes payable		1,579			718
Current portion of long-term debt		9,000			—
TOTAL CURRENT LIABILITIES		26,209			33,149
OTHER LONG-TERM LIABILITIES		1,054			908
LONG-TERM DEBT		—			31,535
COMMITMENTS AND CONTINGENCIES (See Note 6)		—			—
EQUITY
STOCKHOLDERS’ EQUITY:
Preferred stock, par value $ 0.01 a share; authorized 5,000 shares; outstanding, none		—			—
Common stock, par value $ 0.01 a share; authorized 80,000 shares at September 30, 2012 (December 31, 2011: 80,000 shares); issued 45,181 shares at September 30, 2012 (December 31, 2011: 40,625 shares)		452			406
Additional paid-in capital		264,329			236,192
Retained earnings		205,868			193,283
Treasury stock, at cost, 6,527 shares at September 30, 2012 (December 31, 2011: 6,521 shares)		(66,145	)		(66,104	)
TOTAL HARVEST STOCKHOLDERS’ EQUITY		404,504			363,777
NONCONTROLLING INTEREST		95,515			83,678
TOTAL EQUITY		500,019			447,455
TOTAL LIABILITIES AND EQUITY	$	527,282		$	513,047

See accompanying notes to consolidated financial statements.

3

HARVEST NATURAL RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
				(in thousands, except per share data)
EXPENSES
Depreciation and amortization	$	106		$	111		$	316		$	354
Exploration expense		1,475			1,575			4,200			7,414
Dry hole costs		—			—			5,617			—
General and administrative		5,080			4,291			17,446			18,015
		6,661			5,977			27,579			25,783
LOSS FROM OPERATIONS		(6,661	)		(5,977	)		(27,579	)		(25,783	)
OTHER NON-OPERATING INCOME (EXPENSE)
Investment earnings and other		82			159			231			544
Interest expense		(19	)		(806	)		(447	)		(4,722	)
Debt conversion expense		(958	)		—			(3,360	)		—
Loss on extinguishment of debt		—			—			—			(9,682	)
Other non-operating expenses		(1,078	)		(316	)		(2,801	)		(991	)
Foreign currency transaction loss		(24	)		(43	)		(94	)		(86	)
		(1,997	)		(1,006	)		(6,471	)		(14,937	)
LOSS FROM CONSOLIDATED COMPANIES CONTINUING OPERATIONS BEFORE INCOME TAXES		(8,658	)		(6,983	)		(34,050	)		(40,720	)
INCOME TAX EXPENSE (BENEFIT)		1,126			226			(520	)		708
LOSS FROM CONSOLIDATED COMPANIES CONTINUING OPERATIONS		(9,784	)		(7,209	)		(33,530	)		(41,428	)
NET INCOME FROM UNCONSOLIDATED EQUITY AFFILIATES		20,232			18,476			59,651			55,216
NET INCOME FROM CONTINUING OPERATIONS		10,448			11,267			26,121			13,788
DISCONTINUED OPERATIONS:
Income (loss) from discontinued operations		—			—			(1,699	)		(2,786	)
Gain on sale of assets		—			36			—			103,969
Income tax expense		(595	)		—			—			(5,748	)
Income (loss) from discontinued operations		(595	)		36			(1,699	)		95,435
NET INCOME		9,853			11,303			24,422			109,223
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST		4,036			3,592			11,837			10,650
NET INCOME ATTRIBUTABLE TO HARVEST	$	5,817		$	7,711		$	12,585		$	98,573
NET INCOME ATTRIBUTABLE TO HARVEST PER COMMON SHARE:
(See Note 2 – Summary of Significant Accounting Policies, Earnings Per Share):
Basic	$	0.15		$	0.23		$	0.34		$	2.89
Diluted	$	0.15		$	0.20		$	0.34		$	2.48
COMPREHENSIVE INCOME	$	5,817		$	7,711		$	12,585		$	98,573

See accompanying notes to consolidated financial statements.

4

HARVEST NATURAL RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands)

	Common Shares Issued		Common Stock		Additional Paid-in Capital			Retained Earnings		Treasury Stock			Non- Controlling Interest		Total Equity
Balance at January 1, 2011		40,103	$	401	$	230,362		$	139,389	$	(65,543	)	$	69,501	$	374,110
Issuance of common shares:
Exercise of stock options		167		2		922			—		—			—		924
Restricted stock awards		273		2		2,028			—		—			—		2,030
Employee stock-based compensation		—		—		2,611			—		—			—		2,611
8.25% senior convertible notes		82		1		464			—		—			—		465
Discount on debt		—		—		(2,730	)		—		—			—		(2,730	)
Purchase of treasury shares		—		—		—			—		(561	)		—		(561	)
Tax benefits related to equity compensation		—		—		2,535			—		—			—		2,535
Net Income		—		—		—			53,894		—			14,177		68,071
Balance at December 31, 2011		40,625		406		236,192			193,283		(66,104	)		83,678		447,455
Issuance of common shares:
Exercise of stock options		112		1		699			—		—			—		700
Restricted stock awards		179		2		1,350			—		—			—		1,352
Employee stock-based compensation		—		—		1,458			—		—			—		1,458
8.25% senior convertible notes		4,265		43		24,630			—		—			—		24,673
Purchase of treasury shares		—		—		—			—		(41	)		—		(41	)
Net Income		—		—		—			12,585		—			11,837		24,422
Balance at September 30, 2012		45,181	$	452	$	264,329		$	205,868	$	(66,145	)	$	95,515	$	500,019

See accompanying notes to consolidated financial statements.

5

HARVEST NATURAL RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30,
	2012			2011
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	24,422		$	109,223
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		316			1,164
Dry hole costs		5,617			—
Impairment of long-lived assets		—			4,707
Allowance for account and note receivable		5,180			—
Write-off of accounts payable, carry obligation		(3,596	)		—
Amortization of debt financing costs		898			753
Amortization of discount on debt		—			816
Gain on sale of assets		—			(103,969	)
Debt conversion expense		2,502			—
Loss on early extinguishment of debt		—			7,533
Net income from unconsolidated equity affiliate		(59,651	)		(55,216	)
Share-based compensation-related charges		2,809			3,659
Changes in operating assets and liabilities:
Receivables		9,086			(5,971	)
Advances to equity affiliate		(302	)		(582	)
Prepaid expenses and other		(1,693	)		2,330
Accounts payable		(6,429	)		6,558
Accrued expenses		(1,562	)		(1,533	)
Accrued interest		(1,329	)		(1,269	)
Other long-term liabilities		146			(877	)
Income taxes payable		861			2,834
NET CASH USED IN OPERATING ACTIVITIES		(22,725	)		(29,840	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets		—			217,833
Additions of property and equipment		(16,252	)		(58,474	)
Additions to assets held for sale		—			(31,422	)
Proceeds from sale of equity affiliate		—			1,385
Decrease in restricted cash		1,200			—
Investment costs		(984	)		(876	)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		(16,036	)		128,446
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuances of common stock		700			924
Payments of long-term debt		—			(60,000	)
Financing costs		(466	)		(189	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		234			(59,265	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(38,527	)		39,341
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		58,946			58,703
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	20,419		$	98,044

Supplemental Schedule of Noncash Investing and Financing Activities:

During the nine months ended September 30, 2012, we settled 70,994 restricted stock units with Harvest common stock valued at $0.4 million. Also, some of our employees elected to pay withholding tax on restricted stock grants on a cashless basis which resulted in 7,789 shares being added to treasury stock at cost. See Note 5 – Long-Term Debt for a discussion of other non-cash equity transactions.

During the nine months ended September 30, 2011, we issued 0.2 million shares of restricted stock valued at $2.0 million. Also, some of our employees elected to pay withholding tax on restricted stock grants on a cashless basis which resulted in 45,532 shares being added to treasury stock at cost.

See accompanying notes to consolidated financial statements.

6

HARVEST NATURAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Three and Nine Months Ended September 30, 2012 and 2011 (unaudited)

Note 1 – Organization

Interim Reporting

In our opinion, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position as of September 30, 2012, and the results of operations and cash flows for the three and nine months ended September 30, 2012 and 2011. The unaudited consolidated financial statements are presented in accordance with the requirements of Form 10-Q and do not include all disclosures normally required by accounting principles generally accepted in the United States of America (“USGAAP”). Reference should be made to our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011 which include certain definitions and a summary of significant accounting policies and should be read in conjunction with this Quarterly Report on Form 10-Q. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

Organization

Harvest Natural Resources, Inc. (“Harvest”) is an independent energy company engaged in the acquisition, exploration, development, production and disposition of oil and natural gas properties since 1989, when it was incorporated under Delaware law.

We have acquired and developed significant interests in the Bolivarian Republic of Venezuela (“Venezuela”). Our Venezuelan interests are owned through Harvest-Vinccler Dutch Holding, B.V., a Dutch private company with limited liability (“Harvest Holding”). Our ownership of Harvest Holding is through HNR Energia, B.V. (“HNR Energia”) in which we have a direct controlling interest. Through HNR Energia, we indirectly own 80 percent of Harvest Holding and our partner, Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a controlled affiliate of Venezolana de Inversiones y Construcciones Clerico, C.A. (“Vinccler”), indirectly owns the remaining 20 percent interest of Harvest Holding. Harvest Holding owns, indirectly through wholly owned subsidiaries, a 40 percent of Petrodelta, S.A. (“Petrodelta”). As we indirectly own 80 percent of Harvest Holding, we indirectly own a net 32 percent interest in Petrodelta, and Vinccler indirectly owns eight percent. Corporación Venezolana del Petroleo S.A. (“CVP”) owns the remaining 60 percent of Petrodelta. Petroleos de Venezuela S.A. (“PDVSA”) owns 100 percent of CVP. Harvest Holding has a direct controlling interest in Harvest Vinccler S.C.A. (“Harvest Vinccler”). Harvest Vinccler’s main business purposes are to assist us in the management of Petrodelta and in negotiations with PDVSA. We do not have a business relationship with Vinccler outside of Venezuela.

In addition to our interests in Venezuela, we hold exploration acreage in four projects:

• Mainly onshore in West Sulawesi in the Republic of Indonesia (“Indonesia”) through a Production Sharing Contract (“Budong PSC”) (see Note 11 – Indonesia),

• Offshore of the Republic of Gabon (“Gabon”) through the Dussafu Marin Permit (“Dussafu PSC”) (see Note 12 – Gabon),

• Onshore in the Sultanate of Oman (“Oman”) through the Oman Exploration and Production Sharing Agreement Al Ghubar / Qarn Alam license (“Block 64 EPSA”) (see Note 13 – Oman), and

• Offshore of the People’s Republic of China (“China”) through a Petroleum Contract.

Note 2 – 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 interests.

7

Presentation of Comprehensive Income

We adopted Accounting Standards Update (“ASU”) No. 2011-05 (ASU 2011-05), which is included in Accounting Standards Codification (“ASC”) 220, “Comprehensive Income” (“ASC 220”), effective January 1, 2012 and have elected to utilize the “single continuous statement” for presentation of all nonowner changes in stockholders’ equity.

Reporting and Functional Currency

The United States Dollar (“U.S. Dollar”) is the reporting and functional currency for all of our controlled subsidiaries and Petrodelta. Amounts denominated in non-U.S. Dollar currencies are re-measured into U.S. Dollars, and all currency gains or losses are recorded in the consolidated statement of operations. There are many factors that affect foreign exchange rates and the resulting exchange gains and losses, many of which are beyond our influence.

See Note 9 – Venezuela for a discussion of currency exchange risk on Harvest Vinccler’s and Petrodelta’s businesses.

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. Restricted cash at December 31, 2011 represents cash held in a U.S. bank used as collateral for a standby letter of credit issued as a payment guarantee for electric wireline services to be provided during the drilling of the two exploratory wells on the Block 64 EPSA (see Note 13 – Oman). The restricted cash was returned to us on April 18, 2012.

Financial Instruments

Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable and notes payable. Cash and cash equivalents are placed with commercial banks with high credit ratings. This diversified investment policy limits our exposure both to credit risk and to concentrations of credit risk.

Current portion of long-term debt at September 30, 2012 consisted of $9.0 million of fixed-rate unsecured senior convertible notes maturing on March 1, 2013 unless earlier redeemed, purchased or converted. Total long-term debt at December 31, 2011 consisted of $31.5 million of fixed-rate unsecured senior convertible notes maturing on March 1, 2013 unless earlier redeemed, purchased or converted. See Note 5 – Long-Term Debt.

Notes Receivable

Notes receivable bear interest and can have due dates that are less than one year or more than one year. Amounts outstanding under the notes bear interest at a rate based on the current prime rate and are recorded at face value. Interest is recognized over the life of the note. We may or may not require collateral for the notes.

Each note is analyzed to determine if it is impaired pursuant to ASU 2010-20, which is included in ASC 310, “Receivables”. A note is impaired if it is probable that we will not collect all principal and interest contractually due. We do not accrue interest when a note is considered impaired. All cash receipts on impaired notes are applied to reduce the accrued interest on the note until the interest is made current and, thereafter, applied to reduce the principal amount of such notes.

Our note receivable related to a prospect leasing cost financing arrangement. The note receivable plus accrued interest was approximately $3.3 million at December 31, 2011, and was secured by a portion of the production from the Bar F #1-20-3-2 in Utah. See Note 6 – Commitments and Contingencies for a discussion of the settlement of the note receivable.

8

Other Assets

Other assets consist of investigative costs associated with new business development projects, deferred financing costs and a long-term receivable for value added tax (“VAT”) credits related to the Budong PSC. Investigative costs are reclassified to oil and gas properties or expensed depending on management’s assessment of the likely outcome of the project. Deferred financing costs relate to specific financing and are amortized over the life of the financing to which the costs relate. See Note 5 – Long-Term Debt. The VAT receivable is reimbursed through the sale of hydrocarbons (see Note 11 – Indonesia for development plans for the Budong PSC).

At September 30, 2012, other assets consisted of $1.0 million of investigative costs, $0.3 million of deferred financing costs and $3.7 million of long-term VAT receivable. At December 31, 2011, other assets consisted of $0.4 million of investigative costs, $1.0 million of deferred financing costs and $3.3 million of long-term VAT receivable. During the nine months ended September 30, 2012, $0.7 million of investigative costs were reclassified to expense.

Other Assets at September 30, 2012 also includes a blocked payment of $0.7 million (December 31, 2011: $0.7 million) net to our 66.667 percent interest 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 6 – Commitments and Contingencies.

Investment in Equity Affiliates

We evaluate our investments in unconsolidated companies under ASC 323, “Investments – Equity Method and Joint Ventures.” Investments in which we have significant influence are accounted for under the equity method of accounting. Under the equity method, Investment in Equity Affiliates is increased by additional investments and earnings and decreased by dividends and losses. We review our Investment in Equity Affiliates for impairment whenever events and circumstances indicate a loss in investment value is other than a temporary decline.

There are many factors to consider when evaluating an equity investment for possible impairment. Currency devaluations, inflationary economies, and cash flow analysis are some of the factors we consider in our evaluation for possible impairment. At September 30, 2012, there were no events that would indicate that our equity investment in Petrodelta had sustained a loss in value that is other than temporary.

Property and Equipment

We use the successful efforts method of accounting for oil and gas properties. The major components of property and equipment are as follows:

	September 30, 2012			December 31, 2011
	(in thousands)
Unproved property costs	$	69,079		$	62,842
Oilfield inventories		3,102			2,829
Other administrative property		3,247			3,176
Total property and equipment		75,428			68,847
Accumulated depreciation and amortization		(2,364	)		(2,048	)
Total property and equipment, net	$	73,064		$	66,799

Capitalized Interest

We capitalize interest costs for qualifying oil and gas properties. The capitalization period begins when expenditures are incurred on qualified properties, activities begin which are necessary to prepare the property for production and interest costs have been incurred. The capitalization period continues as long as these events occur. The average additions for the period are used in the interest capitalization calculation. During the three and nine months ended September 30, 2012, we capitalized interest costs of $0.4 million and $1.7 million, respectively, for qualifying oil and gas property additions. During the three and nine months ended September 30, 2011, we capitalized interest costs of $0.6 million and $1.6 million, respectively, for qualifying oil and gas property.

9

Fair Value Measurements

We measure and disclose fair values in accordance with the provisions of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”). This guidance defines fair value in applying USGAAP, establishes a framework for measuring fair value and expands disclosures about fair-value measurements, but does not change existing guidance as to whether or not an instrument is carried at fair value. ASC 820 also establishes a fair-value hierarchy.

• Level 1 inputs are quoted prices (unadjusted) for identical assets or liabilities in active markets that we have the ability to access at the measurement date. Our Level 1 fair value measurements consist of cash and cash equivalents in a money market fund comprised of high quality, short term investments with minimal credit risk. At September 30, 2012, the carrying value and fair value of our cash and cash equivalents held in money market funds was $17.8 million (December 31, 2011: $51.4 million).

• Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Our Level 2 fair value measurements consist of our senior convertible notes. The estimated fair value of our senior convertible notes is based on the most recent market trades of the debt and weighted by the size of the trades. As of September 30, 2012, the carrying value of our senior convertible notes was $9.0 million (December 31, 2011: $31.5 million). As of September 30, 2012, the estimated fair value of our senior convertible notes was $15.8 million (December 31, 2011: $39.2 million).

• Level 3 inputs are unobservable inputs for the asset or liability. Valuation techniques include pricing models and discounted cash flow models in which one or more significant inputs are unobservable, including our own assumptions. The pricing model incorporates transaction details such as contractual terms, maturity and, in certain instances, timing and amount of future cash flows, as well as assumptions related to liquidity and credit valuation adjustments of marketplace participants. Our Level 3 fair value measurements consist of our note receivable. The note receivable is not publicly traded and not easily transferable. As of September 30, 2012, our note receivable had been settled (see Note 6 – Commitments and Contingencies). The estimated fair value of our note receivable approximates the note receivable carrying value of $3.3 million at December 31, 2011.

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.

10

	Three Months Ended September 30,
	2012			2011
	(in thousands, except per share data)
Income from continuing operations(a)	$	6,412		$	7,675
Discontinued operations		(595	)		36
Net income attributable to Harvest	$	5,817		$	7,711
Weighted average common shares outstanding		38,067			34,174
Effect of dilutive securities		713			4,381
Weighted average common shares, diluted		38,780			38,555
Basic Earnings Per Share:
Income from continuing operations	$	0.17		$	0.23
Income from discontinued operations		(0.02	)		—
Basic earnings per share	$	0.15		$	0.23
Diluted Earnings Per Share:
Income from continuing operations	$	0.17		$	0.20
Income from discontinued operations		(0.02	)		—
Diluted earnings per share	$	0.15		$	0.20
	Nine Months Ended September 30,
	2012			2011
	(in thousands, except per share data)
Income from continuing operations(a)	$	14,284		$	3,138
Discontinued operations		(1,699	)		95,435
Net income attributable to Harvest	$	12,585		$	98,573
Weighted average common shares outstanding		36,780			34,053
Effect of dilutive securities		234			5,694
Weighted average common shares, diluted		37,014			39,747
Basic Earnings Per Share:
Income from continuing operations	$	0.39		$	0.09
Income (loss) from discontinued operations		(0.05	)		2.80
Basic earnings per share	$	0.34		$	2.89
Diluted Earnings Per Share:
Income from continuing operations	$	0.39		$	0.08
Income (loss) from discontinued operations		(0.05	)		2.40
Diluted earnings per share	$	0.34		$	2.48

^(a)  Includes net income attributable to noncontrolling interest.

The three months ended September 30, 2012 per share calculations above exclude 2.9 million options and 1.6 million warrants because they were anti-dilutive. The three months ended September 30, 2011 per share calculations above exclude 0.7 million options and 1.6 million warrants because they were anti-dilutive.

The nine months ended September 30, 2012 per share calculations above exclude 3.1 million options and 1.6 million warrants because they were anti-dilutive. The nine months ended September 30, 2011 per share calculations above exclude 0.7 million options and 1.6 million warrants because they were anti-dilutive.

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Note 3 – Risks, Uncertainties, Capital Resources and Liquidity

The oil and gas industry is a highly capital intensive and cyclical business with unique operating and financial risks. There are a number of variables and risks related to our exploration projects that could significantly utilize our cash balances, and affect our capital resources and liquidity.

The environments in which we operate are often difficult and the ability to operate successfully depends on a number of factors including our ability to control the pace of development, our ability to apply “best practices” in drilling and development, and the fostering of productive and transparent relationships with local partners, the local community and governmental authorities. Financial risks include our ability to control costs and attract financing for our projects. In addition, often the legal systems of certain countries are not mature and their reliability can be uncertain. This may affect our ability to enforce contracts and achieve certainty in our rights to develop and operate oil and natural gas projects, as well as our ability to obtain adequate compensation for any resulting losses. Our strategy depends on our ability to have significant influence over operations and financial control.

Our operations are subject to various risks inherent in foreign operations. These risks may include, among other things, loss of revenue, property and equipment as a result of hazards such as expropriation, nationalization, war, insurrection, civil unrest, strikes and other political risks, increases in taxes and governmental royalties, being subject to foreign laws, legal systems and the exclusive jurisdiction of foreign courts or tribunals, renegotiation of contracts with governmental entities, changes in laws and policies, including taxes, governing operations of foreign-based companies, currency restrictions and exchange rate fluctuations and other uncertainties arising out of foreign government sovereignty over our international operations. Our international operations may also be adversely affected by the U.S. Foreign Corrupt Practices Act and similar worldwide anti-corruption laws, laws and policies of the United States affecting foreign policy, foreign trade, taxation and the possible inability to subject foreign persons to the jurisdiction of the courts in the United States.

There are also a number of variables and risks related to our minority equity investment in Petrodelta that could significantly utilize our cash balances, and affect our capital resources and liquidity. Petrodelta’s capital commitments are determined by its business plan, and Petrodelta’s capital commitments are expected to be funded by internally generated cash flow. The total capital required to develop the fields in Venezuela may exceed Petrodelta’s available cash and financing capabilities, and there may be operational or contractual consequences due to this inability. Petrodelta’s ability to fully develop the fields in Venezuela will require a significant investment. Due to PDVSA’s liquidity constraints, PDVSA has not been providing the necessary monetary and contractual support required by Petrodelta. If we are called upon to fund our share of Petrodelta’s operations, our failure to do so could be considered a default under the Conversion Contract and cause the forfeiture of some or all our shares in Petrodelta.

Petrodelta currently represents our only source of earnings. Petrodelta also has a material impact on our results of operations for any quarter or annual reporting period. See Note 10 – Investment in Equity Affiliate – Petrodelta. Petrodelta operates under a business plan, the success of which relies heavily on the market price of oil. To the extent that market prices of oil decline, the business plan, and thus our equity investment and/or operations and/or profitability, could be adversely affected.

Operations in Venezuela are subject to various risks inherent in foreign operations. It is possible the legal or fiscal framework for Petrodelta could change and the Venezuela government may not honor its commitments. Our ability to implement or influence Petrodelta’s business plan, assure quality control and set the timing and pace of development could also be adversely impacted. No assurance can be provided that events beyond our control will not adversely affect the value of our minority investment in Petrodelta.

On June 21, 2012, we and our wholly owned subsidiary HNR Energia entered into a share purchase agreement (the “SPA”) with PT Pertamina (Persero), a state-owned limited liability company existing under the laws of Indonesia (“Buyer”) for the sale of our interest in Venezuela for a cash purchase price of $725.0 million. See Note 4 – Dispositions, Share Purchase Agreement (“SPA”). We cannot assure you that the SPA will be consummated. The consummation of the SPA is subject to the satisfaction or waiver of a number of conditions, including, among others, the requirement that approvals are received from the Government of the Bolivarian Republic of Venezuela, the Government of the Republic of Indonesia, and the majority of our stockholders; requirements with respect to the accuracy of the representations and warranties of the parties to the SPA; and requirements with respect to the satisfaction or waiver of the covenants and obligations of the parties to the SPA. In addition, the SPA may be terminated in certain circumstances under the terms of the SPA. We cannot guarantee that

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the parties to the SPA will be able to meet all of the closing conditions of the SPA. If we are unable to meet all of the closing conditions, the Buyer would not be obligated to close the SPA. We also cannot be sure that circumstances, such as a material adverse effect, will not arise that would also allow the Buyer to terminate the SPA prior to closing. If the SPA does not close, our Board of Directors will be forced to evaluate other alternatives, which may be less favorable to us than the SPA. There can be no assurances as to whether this transaction will close or whether we will receive any cash proceeds related to the SPA.

Our cash is being used to fund oil and gas exploration projects, debt, interest, and to a lesser extent general and administrative costs. We require capital principally to fund the exploration and development of new oil and gas properties. As is common in the oil and gas industry, we have various contractual commitments pertaining to exploration, development and production activities. We do not have any remaining work commitments for the current exploration phases of the Budong PSC or Block 64 EPSA. We entered the third exploration phase of the Dussafu PSC on May 28, 2012. The third exploration phase of the Dussafu PSC has a $7.0 million ($4.7 million net to our 66.667 percent interest) work commitment over a four year period (see Note 12 – Gabon). This work commitment is non-discretionary; however, we do have the ability to control the pace of expenditures. In July 2012, we signed a contract for a semi-submersible drilling rig to drill an exploration well on the Gabon PSC. In the event that we elect to terminate the contract prior to the rig’s arrival on-site, we are obligated to compensate the drilling company $5.0 million ($3.3 million net to our 66.667 percent interest) for liquidated damages. Liquidating damages for other contract commitments in the event that we do not drill the well on the Gabon PSC total $0.2 million ($0.1 million net to our 66.667 percent interest). See Note 12 – Gabon.

Historically, our primary ongoing source of cash has been dividends from Petrodelta and the sale of oil and gas properties. On May 17, 2011, we closed the transaction to sell the Antelope Project. The transaction had an effective date of March 1, 2011. We received cash proceeds of approximately $217.8 million which reflected increases to the purchase price for customary adjustments and deductions for transaction related costs (see Note 4 – Dispositions – Discontinued Operations).

Between Petrodelta’s formation in October 2007 and June 2010, Petrodelta declared and paid dividends of $105.5 million to HNR Finance, B.V. (“HNR Finance”), a wholly owned subsidiary of Harvest Holding ($84.4 million net to our 32 percent interest). In November 2010, Petrodelta’s board of directors declared a dividend of $30.6 million, $12.2 million net to HNR Finance ($9.8 million net to our 32 percent interest). The dividend was ratified by Petrodelta’s shareholders in March 2011. Due to Petrodelta’s liquidity constraints caused by PDVSA’s insufficient monetary and contractual support, this dividend has not yet been received, although it is due and payable. There is uncertainty of the timing of receipt of the dividend receivable from Petrodelta and whether Petrodelta will declare or pay additional dividends in the future. See Note 14 – Related Party Transactions for a discussion of our obligations to our non-controlling interest holder, Vinccler, for any dividend received from Petrodelta. Also, any receipt of dividends while the SPA is active would become a purchase price adjustment under the SPA. To reflect our support of Petrodelta’s planned 2013 drilling program which will require all accumulated and available cash flow to support, we reclassified the dividend receivable to long-term at September 30, 2012. We have and will continue to monitor our investment in Petrodelta. Should the dividend receivable not be collected, or facts and circumstances surrounding our investment change, our results of operations and our investment in Petrodelta could be adversely impacted.

Currently, our source of cash is expected to be generated by accessing the debt and/or equity markets. On March 30, 2012, we announced that we had entered into an equity distribution agreement (the “Agreement”) with Knight Capital America, L.P. (“KCA”), a subsidiary of Knight Capital Group, Inc. relating to an “at-the-market” (“ATM”) offering of shares of our common stock having an aggregate sales price of up to $75.0 million. Under the terms of the Agreement, we may offer and sell shares of our common stock by means of transactions on the New York Stock Exchange (“NYSE”) or otherwise at market prices prevailing at the time of sale, at prices related to the prevailing market price or at negotiated rates. We are unable to access the ATM during blackout periods or when we are in possession of material information which has not been made public. As of September 30, 2012, we have not accessed the ATM. On October 12, 2012, we announced the sale of $79.8 million aggregate principal amount of 11 percent senior unsecured notes due October 11, 2014. See Note 16 – Subsequent Event.

We incurred debt during 2010 which has imposed restrictions on us and increased our vulnerability to adverse economic and industry conditions. Our senior convertible notes impose restrictions on us that limit our ability to obtain additional financing. Our ability to meet these covenants is primarily dependent on meeting customary affirmative covenant clauses. Our inability to satisfy the covenants contained in our senior convertible notes would constitute an event of default, if not waived. An uncured default could result in the senior convertible

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notes becoming immediately due and payable. If this were to occur, we may not be able to obtain waivers or secure alternative financing to satisfy our obligations, either of which would have a material adverse impact on our business. As of September 30, 2012, we were in compliance with all of our debt covenants.

Our senior convertible notes are due March 1, 2013. As of September 30, 2012, $22.5 million of the senior convertible notes had been converted into, or exchanged for, shares of our common stock. On October 11, 2012, $3.0 million of the remaining senior convertible notes were converted into shares of our common stock under the terms of the indenture governing the senior convertible notes, and $6.0 million face value of the remaining senior convertible notes was exchanged for $10.5 million in principal amount of the 11 percent senior unsecured debt issued October 11, 2012. See Note 16 – Subsequent Event.

Our ability to continue as a going concern depends upon the success of our planned exploration and development activities and the ability to secure additional financing as needed to secure our current operations. There can be no guarantee of future capital acquisition, fundraising or explorations success or that we will realize the value of our unevaluated exploratory well costs. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. We believe that we will continue to be successful in securing any funds necessary to continue as a going concern. However, our current cash position and our ability to access additional capital may limit our available opportunities or not provide sufficient cash for operations.

Note 4 – Dispositions

Share Purchase Agreement (“SPA”)

On June 21, 2012, we and our wholly owned subsidiary HNR Energia entered into a SPA with PT Pertamina (Persero), a state-owned limited liability company existing under the laws of Indonesia (“Buyer”). HNR Energia is a private company with limited liability under the laws of Curacao. HNR Energia owns 80 percent of the equity interest of Harvest Holding, which owns 40 percent of the equity interest of Petrodelta. Vinccler, who owns the other 20 percent equity interest of Harvest Holding, is not a party to the transaction.

Under the SPA, HNR Energia will sell all of its 80 percent interest in Harvest Holding to Buyer or a newly formed wholly owned subsidiary of Buyer for a cash purchase price of $725.0 million, subject to adjustment as described in the SPA. The sale of Harvest Holding, including its direct and indirect subsidiaries, will constitute the sale of all of our interest in Venezuela, which consists of our indirect 32 percent interest in Petrodelta and our indirect 80 percent interest in Harvest Vinccler. The effective date of the transaction is January 1, 2012. We have also executed a guarantee in Buyer’s favor by which we guarantee HNR Energia’s obligations under the SPA.

The closing of the transaction is subject to receipt of three approvals, in addition to satisfaction of other conditions standard in transactions of this type: (a) approval by the Ministerio del Poder Popular de Petroleo y Mineria representing the Government of the Bolivarian Republic of Venezuela (which indirectly owns the other 60 percent interest in Petrodelta); (b) approval by the Government of the Republic of Indonesia in its capacity as Buyer’s sole shareholder; and (c) approval by the holders of a majority of Harvest’s common stock. If the approval of Buyer’s shareholder is not obtained within five months after the date of the SPA, we may terminate the SPA. If the approval of Harvest’s stockholders is not obtained within 90 days after approval of Buyer’s shareholder is obtained, Buyer may terminate the SPA.

Contemporaneously with signing the SPA, Buyer deposited 15 percent of the $725.0 million purchase price, or $108.8 million, in escrow. The deposit constitutes liquidated damages, and if Buyer defaults, our sole remedy is to retain the deposit and any earned interest. The deposit and any earned interest will be returned to Buyer if the SPA is terminated for any other reason, including if the approval by our stockholders, Buyer’s shareholder or the Government of Venezuela is not obtained. The purchase deposit was received by the escrow agent on June 22, 2012.

We have agreed not to solicit other offers to acquire Harvest as a whole or the Petrodelta assets while the SPA is in effect. If we receive an unsolicited superior proposal before our stockholders have approved the transaction, we may enter into discussions with the potential purchaser. We have the right to terminate the SPA and accept a superior proposal if we first offer Buyer the opportunity to modify the transaction so that the competing offer is no longer superior and pay Buyer a break-up fee equal to three percent of the purchase price, or $21.8 million.

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Under the SPA, the parties met during the week of September 5, 2012, to assess progress toward obtaining the required governmental approvals and satisfaction of other conditions to closing. The parties agreed to continue pursuing the various approvals required to close the transaction.

The SPA includes representations and warranties, tax provisions and indemnification provisions typical in transactions of this type. Reference should be made to the SPA regarding those provisions and all other provisions pertinent to a complete understanding of the transaction.

Discontinued Operations

On May 17, 2011, we closed the transaction to sell the Antelope Project. The sale had an effective date of March 1, 2011. We received cash proceeds of approximately $217.8 million which reflects increases to the purchase price for customary adjustments and deductions for transaction related costs. We do not have any continuing involvement with the Antelope Project. The related gain on the sale was reported in discontinued operations in the second quarter of 2011.

During the nine months ended September 30, 2012, we incurred $0.1 million of expense related to settlement of royalty payments to the Mineral Management Services, write-offs of $5.2 million of accounts and note receivable and $3.6 million of accounts payable, carry obligation related to the settlement of all outstanding claims with a private third party on the Antelope Project (see Note 2 – Summary of Significant Accounting Policies, Notes Receivable and Note 6 – Commitments and Contingencies), and approximately $0.6 million of income tax benefit was reclassified from discontinued operations to continuing operations during the quarter ended September 30, 2012.

Revenue and net loss on the disposition of the Antelope Project are shown in the table below:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2012			2011		2012			2011
				(in thousands)
Revenue applicable to discontinued operations	$	—		$	—	$	—		$	6,488
Net income (loss) from discontinued operations	$	(595	)	$	36	$	(1,699	)	$	95,435

Note 5 – Long-Term Debt

Long-Term Debt

Long-term debt consists of the following:

	September 30, 2012		December 31, 2011
	(in thousands)
Senior convertible notes, unsecured, with interest at 8.25%
See description below	$	9,000	$	31,535
Less current portion		9,000		—
Long term portion	$	—	$	31,535

On February 17, 2010, we closed an offering of $32.0 million in aggregate principal amount of our 8.25 percent senior convertible notes. Under the terms of the notes, interest is payable semi-annually in arrears on March 1 and September 1 of each year, beginning September 1, 2010. The senior convertible notes mature on March 1, 2013, unless earlier redeemed, repurchased or converted. The notes are convertible into shares of our common stock at a conversion rate of 175.2234 shares of common stock per $1,000 principal amount of senior convertible notes, equivalent to a conversion price of approximately $5.71 per share of common stock. The notes are general unsecured obligations, ranking equally with all of our other unsecured senior indebtedness, if any, and senior in right of payment to any of our subordinated indebtedness, if any. The notes are also redeemable in certain circumstances at our option and may be repurchased by us at the purchaser’s option in connection with occurrence of certain events.

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In October 2011, $0.5 million of the senior convertible notes were converted into 0.1 million shares of common stock at a conversion rate of $5.71 per share. In March 2012, $16.0 million of the senior convertible notes were exchanged for 2.9 million shares of common stock at an effective exchange price of $5.56 per share. In addition, the exchanging holders were issued 0.1 million shares of common stock at $8.16 per share in exchange for foregoing a one-year interest make-whole of $1.3 million. In August 2012, $6.5 million of the senior convertible notes were exchanged for 1.2 million shares of common stock at an effective exchange price of $5.60 per share. In addition, the exchanging holders were issued 0.1 million shares of common stock at an average price of $9.13 per share in exchange for foregoing a one-year interest make-whole of $0.5 million.

Financing costs associated with the senior convertible notes offering are being amortized over the remaining life of the notes and are recorded in other assets. The balance for financing costs was $0.3 million at September 30, 2012 (December 31, 2011: $1.0 million).

Note 6 – Commitments and Contingencies

In June 2012, the operator of the Budong PSC received notice of a claim related to the ownership of part of the land comprising the Karama-1 (“KD-1”) drilling site. The claim asserts that the land on which the drill site is located is partly owned by the claimant. The operator purchased the site from local landowners in January 2010, and the purchase was approved by BPMIGAS, Indonesia’s oil and gas regulatory authority. The claimant is seeking compensation of 16 billion Indonesia Rupiah (approximately $1.7 million, $1.1 million net to our 64.51 percent cost sharing interest) for land that was purchased at a cost of $4,100 in January 2010. The formal mediation hearing to assess the conflicting claims of ownership scheduled for August 9, 2012 failed to resolve the claim, and a formal court hearing was scheduled for October 30, 2012. Counsel for the claimant was not prepared to submit written evidence and the hearing was adjourned until November 13, 2012. We and the Budong PSC operator dispute the landowner’s claim and plan to vigorously defend against it.

In May 2012, Newfield Production Company (“Newfield”) filed notice pursuant to the Purchase and Sale Agreement between Harvest (US) Holdings, Inc. (“Harvest US”), a wholly owned subsidiary of Harvest, and Newfield dated March 21, 2011 (the “PSA”) of a potential environmental claim involving certain wells drilled on the Antelope Project. The claim asserts that locations constructed by Harvest US were built on, within, or otherwise impact or potentially impact wetlands and other water bodies. The notice asserts that to the extent of potential penalties or other obligations that might result from potential violations that Harvest US indemnifies Newfield pursuant to the PSA. In June 2012, we provided Newfield with notice pursuant to the PSA (1) denying that Newfield has any right to indemnification from us, (2) alleging that any potential environmental claim related to Newfield’s notice would be an assumed liability under the PSA and (3) asserting that Newfield indemnify us pursuant to the PSA. We dispute Newfield’s claims and plan to vigorously defend against them. We are unable to estimate the amount or range of any possible loss.

In October 2007, we entered into a Joint Exploration and Development Agreement (“JEDA”) with a private third party with respect to the Antelope Project. On January 11, 2011, in connection with the sale of each party’s interests in the Antelope Project (see Note 4 – Dispositions), we entered into a letter agreement with the private third party wherein the private third party agreed to reimburse us for certain expenses related to the sale of the two parties’ interests in the Antelope Project. The private third party disputed our calculation of the amount owed to us pursuant to the January 11, 2011 letter agreement. On March 11, 2011, we entered into a letter agreement with the private third party regarding certain obligations between the parties related to the JEDA. The private third party disputed our calculation of the amount due pursuant to one of the items in the March 11, 2011 letter agreement. At March 31, 2012, we had a note receivable outstanding from the private third party of $3.3 million (see Note 2 – Summary of Significant Accounting Policies, Notes Receivable), an account receivable from the private third party of $2.7 million, and an account payable outstanding to the private third party of $3.6 million related to the purchase in July 2010 of an incremental 10 percent interest in the Antelope Project. On June 13, 2012, the parties agreed to settle all outstanding claims for $0.8 million net account receivable to Harvest, which resulted in a $1.6 million loss on settlement recorded in discontinued operations. Payment was received September 19, 2012.

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

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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. Unless that application is approved, the funds will remain in the blocked account, and we can give no assurance when, or if, OFAC will permit the funds to be released. As of November 3, 2012, our October 26, 2011 application for the return of the blocked funds remains pending with OFAC.

Robert C. Bonnet and Bobby Bonnet Land Services vs. Harvest (US) Holdings, Inc., Branta Exploration & Production, LLC, Ute Energy LLC, Cameron Cuch, Paula Black, Johnna Blackhair, and Elton Blackhair in the United States District Court for the District of Utah. This suit was served in April 2010 on Harvest and Elton Blackhair, a Harvest employee, alleging that the defendants, among other things, intentionally interfered with Plaintiffs’ employment agreement with the Ute Indian Tribe – Energy & Minerals Department and intentionally interfered with Plaintiffs’ prospective economic relationships. Plaintiffs seek actual damages, punitive damages, costs and attorney’s fees. We dispute Plaintiffs’ claims and plan to vigorously defend against them. We are unable to estimate the amount or range of any possible loss.

Uracoa Municipality Tax Assessments. Our Venezuelan subsidiary, Harvest Vinccler, has received nine assessments from a tax inspector for the Uracoa municipality in which part of the Uracoa, Tucupita and Bombal fields are located as follows:

• Three claims were filed in July 2004 and allege a failure to withhold for technical service payments and a failure to pay taxes on the capital fee reimbursement and related interest paid by PDVSA under the Operating Service Agreement (“OSA”). Harvest Vinccler has filed a motion with the Tax Court in Barcelona, Venezuela, to enjoin and dismiss one of the claims and has protested with the municipality the remaining claims.

• Two claims were filed in July 2006 alleging the failure to pay taxes at a new rate set by the municipality. Harvest Vinccler has filed a protest with the Tax Court in Barcelona, Venezuela, on these claims.

• Two claims were filed in August 2006 alleging a failure to pay taxes on estimated revenues for the second quarter of 2006 and a withholding error with respect to certain vendor payments. Harvest Vinccler has filed a protest with the Tax Court in Barcelona, Venezuela, on one claim and filed a protest with the municipality on the other claim.

• Two claims were filed in March 2007 alleging a failure to pay taxes on estimated revenues for the third and fourth quarters of 2006. Harvest Vinccler has filed a protest with the municipality on these claims.

Harvest Vinccler disputes the Uracoa tax assessments and believes it has a substantial basis for its positions. Harvest Vinccler is unable to estimate the amount or range of any possible loss. As a result of the SENIAT’s, the Venezuelan income tax authority, interpretation of the tax code as it applies to operating service agreements, Harvest Vinccler has filed claims in the Tax Court in Caracas against the Uracoa Municipality for the refund of all municipal taxes paid since 1997.

Libertador Municipality Tax Assessments. Harvest Vinccler has received five assessments from a tax inspector for the Libertador municipality in which part of the Uracoa, Tucupita and Bombal fields are located as follows:

• One claim was filed in April 2005 alleging the failure to pay taxes at a new rate set by the municipality. Harvest Vinccler has filed a protest with the Mayor’s Office and a motion with the Tax Court in Barcelona, Venezuela, to enjoin and dismiss the claim. On April 10, 2008, the Tax Court suspended the case pending a response from the Mayor’s Office to the protest. If the municipality’s response is to confirm the assessment, Harvest Vinccler will defer to the competent Tax Court to enjoin and dismiss the claim.

• Two claims were filed in June 2007. One claim relates to the period 2003 through 2006 and seeks to impose a tax on interest paid by PDVSA under the OSA. The second claim alleges a failure to pay taxes on estimated revenues for the third and fourth quarters of 2006. Harvest Vinccler has filed a motion with the Tax Court in Barcelona, Venezuela, to enjoin and dismiss both claims.

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• Two claims were filed in July 2007 seeking to impose penalties on tax assessments filed and settled in 2004. Harvest Vinccler has filed a motion with the Tax Court in Barcelona, Venezuela, to enjoin and dismiss both claims.

Harvest Vinccler disputes the Libertador allegations set forth in the assessments and believes it has a substantial basis for its position. Harvest Vinccler is unable to estimate the amount or range of any possible loss. As a result of the SENIAT’s interpretation of the tax code as it applies to operating service agreements, Harvest Vinccler has filed claims in the Tax Court in Caracas against the Libertador Municipality for the refund of all municipal taxes paid since 2002.

On May 4, 2012, Harvest Vinccler learned that the Political Administrative Chamber of the Supreme Court of Justice has issued a decision dismissing one of Harvest Vinccler’s claims against the Libertador Municipality. Harvest Vinccler continues to believe that it has sufficient arguments to maintain its position in accordance with the Venezuelan Constitution. Harvest Vinccler plans to present a request of Constitutional Revision to the Constitutional Chamber of the Supreme Court of Justice once it is notified officially of the decision. As of November 3, 2012, Harvest Vinccler has not received official notification of the decision. Harvest Vinccler is unable to predict the impact of this decision on the remaining outstanding municipality claims and assessments.

We are a defendant in or otherwise involved in other litigation incidental to our business. In the opinion of management, there is no such litigation which will have a material adverse impact on our financial condition, results of operations and cash flows.

Note 7 – Taxes

Taxes on Income

During the nine months ended September 30, 2012, we recorded a tax benefit as a result of the projected U.S. tax loss from operations for the year 2012. The amount of benefit is limited to the amount of the loss that is expected to be utilized. In September 2012, we filed our 2011 U.S. corporate income tax return, which reflected taxable income for the year of approximately $8.0 million. Therefore, the loss carryback benefit was $2.8 million, utilizing the U.S. tax rate of 35 percent. On a worldwide basis, this resulted in an overall tax benefit of $1.8 million.

Our effective tax rate is low compared to the U.S. statutory rate due to net operating losses incurred in the U.S. which we are not able to fully obtain a tax benefit. The effective tax rate is further diluted when the overall tax benefit resulting from the U.S. tax loss is compared to our worldwide loss.

Note 8 – Operating Segments

We regularly allocate resources to and assess the performance of our operations by segments that are organized by unique geographic and operating characteristics. The segments are organized in order to manage regional business, currency and tax related risks and opportunities. Operations included under the heading “United States” include corporate management, cash management, business development and financing activities performed in the United States and other countries, which do not meet the requirements for separate disclosure. All intersegment revenues, other income and equity earnings, expenses and receivables are eliminated in order to reconcile to consolidated totals. Corporate general and administrative and interest expenses are included in the United States segment and are not allocated to other operating segments:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
				(in thousands)
Segment Income (Loss)
Venezuela	$	15,372		$	13,918		$	45,820		$	41,247
Indonesia		(1,291	)		(1,557	)		(4,992	)		(4,571	)
Gabon		(1,732	)		(620	)		(4,717	)		(1,679	)
Oman		(704	)		(544	)		(7,235	)		(1,589	)
United States		(5,233	)		(3,522	)		(14,592	)		(30,270	)
Discontinued operations (Antelope Project)		(595	)		36			(1,699	)		95,435
Net income attributable to Harvest	$	5,817		$	7,711		$	12,585		$	98,573

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	September 30, 2012			December 31, 2011
	(in thousands)
Operating Segment Assets
Venezuela	$	408,550		$	348,802
Indonesia		13,005			16,098
Gabon		57,420			56,926
Oman		6,669			7,152
United States		251,054			262,774
		736,698			691,752
Intersegment eliminations		(209,416	)		(178,705	)
Total Assets	$	527,282		$	513,047

Note 9 – Venezuela

Harvest Vinccler’s and Petrodelta’s functional and reporting currency is the U.S. Dollar. They do not have currency exchange risk other than the official prevailing exchange rate that applies to their operating costs denominated in Venezuela Bolivars (“Bolivars”) (4.30 Bolivars per U.S. Dollar). However, during the three months ended September 30, 2012, Harvest Vinccler exchanged approximately $0.4 million (three months ended September 30, 2011: $0.3 million) through the Sistema de Transacciones con Títulos en Moneda Extranjera (“SITME”) and received an average exchange rate of 5.23 Bolivars (three months ended September 30, 2011: 5.15 Bolivars) per U.S. Dollar. During the nine months ended September 30, 2012, Harvest Vinccler exchanged approximately $1.0 million (nine months ended September 30, 2011: $0.7 million) through SITME and received an average exchange rate of 5.17 Bolivars (nine months ended September 30, 2011: 5.17 Bolivars) per U.S. Dollar. Harvest Vinccler currently does not have any Bolivars pending government approval for settlement for U.S. Dollars at the official exchange rate or the SITME exchange rate. Petrodelta does not have, and has not had, any Bolivars pending government approval for settlement for U.S. Dollars at the official exchange rate or the SITME exchange rate.

The monetary assets that are exposed to exchange rate fluctuations are cash, accounts receivable, and other current assets. The monetary liabilities that are exposed to exchange rate fluctuations are accounts payable, accruals and other current liabilities. All monetary assets and liabilities incurred at the official Bolivar exchange rate are settled at the official Bolivar exchange rate. At September 30, 2012, the balances in Harvest Vinccler’s Bolivar denominated monetary assets and liabilities accounts that are exposed to exchange rate changes are 5.6 million Bolivars and 8.6 million Bolivars, respectively. At September 30, 2012, the balances in Petrodelta’s Bolivar denominated monetary assets and liabilities accounts that are exposed to exchange rate changes are 236.9 million Bolivars and 3,570.4 million Bolivars, respectively.

On May 7, 2012, the Organic Law on Employment, Male and Female Workers (“Labor Law”) was published in the Official Gazette, the official government publication where laws, decrees, resolutions, instructions, and other regulations of general interest issued by the central government of Venezuela are published in order to make those acts valid and official. The Labor Law has 554 Articles divided into ten Titles and heavily favors employees over employers. The Labor Law’s purpose is to regulate the relations between workers and employers. In August 2012, the labor contract between PDVSA and the labor union was signed. The new labor contract awarded salary increases to both union and non-union labor retroactive to December 2011. The new labor contract has increased the effect of the Labor Law on Petrodelta. However, until the actuarial study that PDVSA has

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commissioned is completed, the total effect of the Labor Law on Petrodelta’s business is not easily determinable. Based on the information that Petrodelta currently has, Petrodelta estimates the financial impact of the Labor Law could be approximately $0.4 million ($0.1 million net to our 32 percent interest) through September 30, 2012. After much analysis, Harvest Vinccler estimates that there will be little, if any, financial impact on its business from the Labor Law.

Note 10 – Investment in Equity Affiliate – Petrodelta

As discussed in previous filings, PDVSA has failed to pay on a timely basis certain amounts owed to contractors that PDVSA has contracted to do work for Petrodelta. PDVSA purchases all of Petrodelta’s oil production. PDVSA and its affiliates have reported shortfalls in meeting their cash requirements for operations and planned capital expenditures, and PDVSA has fallen behind in certain of its payment obligations to its contractors, including contractors engaged by PDVSA to provide services to Petrodelta. In addition, PDVSA has fallen behind in certain of its payment obligations to Petrodelta, which payments Petrodelta would otherwise use to pay its contractors, including Harvest Vinccler. As a result, Petrodelta has experienced, and is continuing to experience, difficulty in retaining contractors who provide services for Petrodelta’s operations. We cannot provide any assurance as to whether or when PDVSA will become current on its payment obligations. Inability to retain contractors or to pay them on a timely basis is having an adverse effect on Petrodelta’s operations and on Petrodelta’s ability to carry out its business plan.

Harvest Vinccler has advanced certain costs on behalf of Petrodelta. These costs include consultants in engineering, drilling, operations, seismic interpretation, and employee salaries and related benefits for Harvest Vinccler employees seconded into Petrodelta. Currently, we have three employees seconded into Petrodelta. Costs advanced are invoiced on a monthly basis to Petrodelta. Harvest Vinccler is considered a contractor to Petrodelta, and as such, Harvest Vinccler is also experiencing the slow payment of invoices. During the nine months ended September 30, 2012, Harvest Vinccler advanced to Petrodelta $0.4 million for continuing operations costs, and Petrodelta repaid $0.1 million of the advance. Advances to equity affiliate have increased slightly to a balance of $2.7 million as of September 30, 2012. During the year ended December 31, 2011, we advanced Petrodelta $0.8 million for continuing operations costs, and Petrodelta repaid $0.1 million of the advances. Although payment is slow and the balance is increasing, payments continue to be received.

In April 2011, the Venezuelan government published in the Official Gazette the Law Creating a Special Contribution on Extraordinary Prices and Exorbitant Prices in the International Hydrocarbons Market (“Windfall Profits Tax”). Windfall Profits Tax is deductible for Venezuelan income tax purposes. During the three months ended September 30, 2012, Petrodelta recorded $72.0 million for Windfall Profits Tax (three months ended September 30, 2011: $69.4 million). During the nine months ended September 30, 2012, Petrodelta recorded $231.4 million for Windfall Profits Tax (nine months ended September 30, 2011: $161.9 million).

One section of the Windfall Profits Tax states that royalties paid to Venezuela are capped at $70 per barrel, but the cap on royalties has not been defined as being applicable to in-cash, in-kind, or both. In October 2011, Petrodelta received instructions from PDVSA that royalties, whether paid in-cash or in-kind, should be reported at $70 per barrel (royalty barrels x $70). The difference between the $70 royalty cap and the current oil price is to be reflected on the income statement as a reduction in oil sales. For the three months ended September 30, 2012 and 2011, the reduction to oil sales due to the $70 cap applied to all royalty barrels was $26.2 million and $8.0 million ($8.4 million and $2.6 million net to our 32 percent interest), respectively. For the nine months ended September 30, 2012 and 2011, the reduction to oil sales due to the $70 cap applied to all royalty barrels was $93.6 million and $52.7 million ($30.0 million and $16.9 million net to our 32 percent interest), respectively.

Per our interpretation of the Windfall Profits Tax, the $70 cap on royalty barrels should only be applied to the 3.33 percent royalty which Petrodelta pays in cash. We have applied the $70 cap to only the 3.33 percent royalty paid in cash and the current oil sales price to the 30 percent royalty paid in-kind for the three and nine months ended September 30, 2012 and 2011. With assistance from Petrodelta, we have recalculated Petrodelta’s oil sales and royalties to apply the current oil price to its total barrels produced and to the 30 percent royalty paid in-kind and applied the $70 cap to the 3.33 percent royalty paid in cash for the three and nine months ended September 30, 2012 and 2011. For the three months ended September 30, 2012 and 2011, net oil sales (oil sales less royalties) are slightly higher, $2.7 million and $0.8 million ($0.9 million and $0.3 million net to our 32 percent interest), respectively, and for the nine months ended September 30, 2012 and 2011, net oil sales (oil sales less royalties) are slightly higher, $9.4 million and $5.3 million ($3.0 million and $1.7 million net to our 32 percent interest), respectively, under this method than the method advised by PDVSA and the method of applying the current oil price to total barrels produced and to total royalty barrels.

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In November 2010, Petrodelta’s board of directors declared a dividend of $30.6 million, $12.2 million net to HNR Finance ($9.8 million net to our 32 percent interest). Petrodelta shareholder approval of the dividend was received on March 14, 2011. Due to Petrodelta’s liquidity constraints caused by PDVSA’s insufficient monetary and contractual support, as of November 8, 2012, this dividend has not been received, and the timing of the receipt of this dividend is uncertain. To reflect our support of Petrodelta’s planned 2013 drilling program which will require all accumulated and available cash flow to support, we reclassified the dividend receivable to long-term at September 30, 2012.

The sale of oil and gas by Petrodelta to PDVSA is pursuant to a Contract for Sale and Purchase of Hydrocarbons with PDVSA Petroleo S.A. (“PPSA”), a wholly owned subsidiary of PDVSA, (the “Sales Contract”). When the Sales Contract was executed, Petrodelta was producing only one type of crude, Merey 16. Therefore, the Sales Contract provides for only one crude pricing formula. This formula has been approved by the Ministry of the People’s Power for Petroleum and Mining (“MENPET”). The production deliveries and factors to include in the pricing formula are certified and acknowledged by MENPET.

Beginning in October 2011, MENPET determined that certain of the crude deliveries were a heavier type of crude, Boscan. The Boscan gravity and sulphur correction factors and crude pricing formula are not included in the Sales Contract. However, under the Sales Contract, PDVSA is obligated to receive all of Petrodelta’s production. All production deliveries for all of Petrodelta fields have been certified by MENPET and acknowledged by PDVSA.

The pricing factors for the Boscan crude have been provided and certified by MENPET to Petrodelta. From October 1, 2011 through June 30, 2011, Petrodelta used the Boscan pricing formula as published in the Official Gazette on January 11, 2007 to record the revenue from the El Salto field deliveries. On October 5, 2012, Petrodelta received a draft Sales Contract amendment from PDVSA Trade and Supply. The draft Sales Contract amendment includes a change to Merey 16 pricing formula to allow for indexing of the transportation and commercialization (“ACC”) costs and indexing of the ACC costs and additional sales markets to the Boscan pricing formula. Petrodelta has agreed to the changes in the draft Sales Contract. The revised pricing formula for Merey 16 is prospective and does not affect recorded revenues. The revised pricing formula for Boscan resulted in a reduction to net revenue (revenue less royalties) of $8.6 million ($4.3 million net of tax) ($2.8 million revenue reduction and $1.4 million revenue reduction net of tax net to our 32 percent interest). This adjustment to revenue has been recorded in net income from unconsolidated equity affiliates in the consolidated condensed statements of comprehensive income for the three and nine months ended September 30, 2012.

PDVSA will be invoiced for the El Salto production as soon as the amended Sales Contract is executed. At September 30, 2012, El Salto production, net of royalties, covering the production months of October 2011 through September 2012 totaled approximately 3.0 million barrels of oil (“MBls”) (1.0 MBls net to our 32 percent interest). The draft Sales Contract amendment pricing formula for Boscan based upon the production deliveries and factors certified by MENPET, results in estimated revenue for this production of $273.3 million ($87.5 million net to our 32 percent interest).

The Organic Law on Sports, Physical Activity and Physical Education (“Sports Law”) was published in the Official Gazette on August 23, 2011 and is effective beginning January 1, 2012. The purpose of the Sports Law is to establish the public service nature of physical education and the promotion, organization and administration of sports and physical activity. Funding of the Sports Law is by contributions made by companies or other public or private organizations that perform economic activities for profit in Venezuela. The contribution is one percent of annual net or accounting profit and is not deductible for income tax purposes. Per the Sports Law, contributions are to be calculated on an after-tax basis. However, CVP has instructed Petrodelta to calculate the contribution on a before-tax basis contrary to the Sports Law. For the nine months ended September 30, 2012, this method of calculation overstates the liability for the Sports Law contribution by $0.1 million and ($30,000 net to our 32 percent interest). The change for the three months ended September 30, 2012 was a decrease of $0.7 million ($0.2 million net to our 32 percent interest).

Petrodelta’s reporting and functional currency is the U.S. Dollar. HNR Finance owns a 40 percent interest in Petrodelta. Petrodelta’s financial information is prepared in accordance with International Financial Reporting Standards (“IFRS”) which we have adjusted to conform to USGAAP. The two major differences between IFRS and USGAAP, for which we adjust, are deferred taxes and depletion expense.

• Deferred tax. IFRS allows the inclusion of monetary temporary differences impacted by inflationary adjustments. USGAAP does not. Net Income Equity Affiliate is increased or decreased by the deferred tax benefit created by the monetary temporary differences impacted by inflationary adjustments.

• Depletion expense. Oil and gas reserves used by Petrodelta in calculating depletion expense under IFRS are provided by MENPET. MENPET reserves are not prepared using the guidance on extractive activities for oil and gas (ASC 932). At least annually, we prepare reserve reports for Petrodelta using ASC 932. Petrodelta depletion is recalculated using the USGAAP compliant reserves.

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All amounts through Net Income Equity Affiliate represent 100 percent of Petrodelta. Summary financial information for Petrodelta has been presented below at September 30, 2012 and December 31, 2011 and for the three and nine months ended September 30, 2012 and 2011:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
				(in thousands)
Revenues:
Oil sales	$	324,608		$	304,969		$	967,579		$	814,557
Gas sales		635			917			2,369			2,322
Royalty		(108,371	)		(98,013	)		(321,807	)		(271,542	)
		216,872			207,873			648,141			545,337
Expenses:
Operating expenses		34,246			20,027			75,890			52,993
Workovers		2,855			4,856			11,912			18,352
Depletion, depreciation and amortization		22,238			15,687			61,878			41,405
General and administrative		5,418			3,310			15,345			6,162
Windfall profits tax		71,982			69,424			231,407			161,895
		136,739			113,304			396,432			280,807
Income from operations		80,133			94,569			251,709			264,530
Investment earnings and other		2			161			4			513
Interest expense		(2,975	)		(2,107	)		(7,578	)		(6,525	)
Income before income tax		77,160			92,623			244,135			258,518
Current income tax expense		32,678			52,319			106,016			137,280
Deferred income tax benefit		(1,237	)		(16,709	)		(32,121	)		(44,984	)
Net income		45,719			57,013			170,240			166,222
Adjustment to reconcile to reported net income from unconsolidated equity affiliate:
Deferred income tax expense (benefit)		(2,501	)		9,939			25,798			27,836
Net income equity affiliate		48,220			47,074			144,442			138,386
Equity interest in unconsolidated equity affiliate		40	%		40	%		40	%		40	%
Income before amortization of excess basis in equity affiliate		19,288			18,830			57,777			55,354
Conform depletion expense to USGAAP		1,511			142			3,468			(155	)
Amortization of excess basis in equity affiliate		(567	)		(496	)		(1,594	)		(1,369	)
Net income from unconsolidated equity affiliate	$	20,232		$	18,476		$	59,651		$	53,830

	September 30, 2012		December 31, 2011
	(in thousands)
Current assets	$	1,384,898	$	979,868
Property and equipment		467,431		409,941
Other assets		178,620		146,499
Current liabilities		1,124,503		808,955
Other liabilities		61,926		53,073
Net equity		844,520		674,280

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Note 11 – Indonesia

BPMIGAS has stated that we have satisfied all work commitments for the current exploration phase of the Budong PSC.

Costs incurred in 2012 to plug and abandon KD-1 and KD-1ST, the first sidetrack to the KD-1, of $0.7 million have been expensed to dry hole costs as of September 30, 2012.

Operational activities during the three months ended September 30, 2012 include a review of geological and geophysical data obtained from the drilling of Lariang-1 (“LG-1”) and KD-1 wells to upgrade the prospectivity of the block and to define a prospect for potential drilling in 2013. We have completed remapping of both the Lariang and Karama Basins with eight leads in the Lariang Basin and five leads in the Karama Basin having been identified.

The initial exploration term of the Budong PSC expires on January 15, 2013. In September 2012, the operator of the Budong PSC, on behalf of us and the other co-venturer, submitted a request to BPMIGAS under the terms of the Budong PSC for a four year extension of the initial six year exploration term of the Budong PSC. The request for extension of the initial exploration term includes a firm exploration well in late 2013. The extension of the initial exploration term will enable the joint venture to continue exploration activities on the Budong PSC. The granting of such request for an extension of the initial exploration term may not be unreasonably withheld. In the event that an extension of the initial exploration term is not granted, the Budong PSC will automatically terminate on January 15, 2013. However, verbal approval from BPMIGAS has been received to the request for extension of the initial exploration term. Formal written approval from the Government of Indonesia is awaited.

Furthermore, pursuant to the request for extension of the initial exploration term, the contract area held by the Budong PSC at the beginning of the extension period should be reduced, per the terms of the Budong PSC, from the current 55 percent to 20 percent of the original contract area. The retained area will contain all the areas of geological interest to the Budong PSC partners. The relinquishment will be addressed after the formal written approval for the request for extension of the initial exploration term is received.

The Budong PSC represents $7.7 million of unproved oil and gas properties on our September 30, 2012 balance sheet (December 31, 2011: $6.8 million).

Note 12 – Gabon

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 Direction Generale Des Hydrocarbures (“DGH”) agreed to lengthen the third exploration phase to four years until May 27, 2016. The third exploration phase of the Dussafu PSC has a $7.0 million ($4.7 million net to our 66.667 percent interest) work commitment over a four year period.

Operational activities during the three months ended September 30, 2012 included completion of the processing of 545 square kilometers of seismic which was acquired in the fourth quarter of 2011 and well planning. The 3-D Pre-Stack Time Migration (“PSTM”) was completed in July 2012. Well planning progressed to drill an exploration well in the fourth quarter of 2012 on the Tortue prospect. In July 2012, we signed a contract for the Scarabeo 3 semi-submersible drilling rig. Mobilization of the drilling rig to the well site in Gabon is expected to commence in November 2012. In the event that we elect to terminate the contract prior to the rig’s arrival on-site, we are obligated to compensate the drilling company $5.0 million ($3.3 million net to our 66.667 percent interest) for liquidated damages. Liquidating damages for other contract commitments in the event that we do not drill the well on the Gabon PSC total $0.2 million ($0.1 million net to our 66.667 percent interest).

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The Dussafu PSC represents $52.3 million of unproved oil and gas properties on our September 30, 2012 balance sheet (December 31, 2011: $50.4 million).

Note 13 – Oman

All work commitments on the Block 64 EPSA have been completed and post well studies are being conducted. A one year extension for the Block 64 EPSA was granted until May 2013, at which time we must decide whether to commit to the Second Phase of the Block 64 EPSA. The Second Phase exploration phase of the Block 64 EPSA has an $11.0 million work commitment over a three year period.

Operational activities during the three months ended September 30, 2012 included post well evaluation and review of geological and geophysical data obtained from the drilling of the Mafraq South-1 (“MFS-1”) and Al Ghubar North-1 (“AGN-1”) wells. Work continues on Block 64 EPSA to mature other drilling opportunities for a possible exploration well in the Second Phase of the license should we elect to enter the Second Phase.

Costs incurred in 2012 to plug and abandon the AGN-1 of $4.9 million have been expensed to dry hole costs as of September 30, 2012.

The Block 64 EPSA represents $5.8 million of unproved oil and gas properties on our September 30, 2012 balance sheet (December 31, 2011: $5.3 million).

Note 14 – Related Party Transactions

Dividends declared and paid by Petrodelta are paid to HNR Finance. HNR Finance must declare a dividend in order for the partners, Harvest and Vinccler, to receive their respective shares of Petrodelta’s dividend. Between 2008 and 2010, Petrodelta declared three dividends, totaling $105.5 million, which have been received by HNR Finance and one dividend, totaling $12.2 million, which has not yet been received by HNR Finance. HNR Finance declared a dividend in 2008 in the amount of $72.5 million. HNR Finance has not declared a dividend for the remaining $33.0 million. At September 30, 2012, Vinccler’s share of the undistributed dividends is $9.0 million.

To reflect our support of Petrodelta’s planned 2013 drilling program which will require all accumulated and available cash flow to support, we reclassified the dividend receivable to long-term at September 30, 2012.

Note 15 – Stock-Based Compensation

Stock options for 0.1 million shares were exercised in the nine months ended September 30, 2012 resulting in cash proceeds of $0.7 million. Stock options for 0.2 million shares were exercised in the nine months ended September 30, 2011 resulting in cash proceeds of $0.9 million.

On March 30, 2012, we announced that we had entered into the Agreement with KCA relating to an ATM offering of shares of our common stock having an aggregate sales price of up to $75.0 million. Under the terms of the Agreement, we may offer and sell shares of our common stock by means of transactions on the NYSE or otherwise at market prices prevailing at the time of sale, at prices related to the prevailing market price or at negotiated rates. We are unable to access the ATM during blackout periods or when we are in possession of material information which has not been made public. No shares were sold under the ATM during the nine months ended September 30, 2012.

Note 16 – Subsequent Event

On October 12, 2012, we announced the sale of $79.8 million aggregate principal amount of 11 percent senior unsecured notes due October 11, 2014, and warrants to purchase up to 0.7 million shares of our common stock with an exercise price of $10.00 per share. The warrants can be exercised at any time up until the three-year anniversary of the closing. The senior unsecured notes were issued at a price of 96 percent of principal amount. The purchase price of the notes was paid in cash, except for approximately $10.5 million in principal amount, which was purchased by a single purchaser in exchange for a combination of approximately $6.0 million in face value of that purchaser’s existing convertible note issued by the Company in 2010 and the value, agreed to by the Company and the noteholder, that otherwise would have been attained by the noteholder had the noteholder converted the note into shares of common stock; the remaining $3.0 million in face value of that convertible note was converted into shares of common stock under the terms of the indenture governing the convertible note. The net cash proceeds of

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the offering were approximately $63.5 million after deducting the issuance discount (approximately $3.2 million), placement fees, and other transaction costs (approximately $2.6 million). We intend to use the net proceeds of the offering to fund capital expenditures planned for Gabon and other potential projects, for working capital needs and general corporate purposes.

We conducted our subsequent events review up through the date of the issuance of this Quarterly Report on Form 10-Q.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Harvest Natural Resources, Inc. (“Harvest” or the “Company”) cautions that any forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) contained in this report or made by management of the Company involve risks and uncertainties and are subject to change based on various important factors. When used in this report, the words “budget”, “forecast”, “expect”, “believes”, “goals”, “projects”, “plans”, “anticipates”, “estimates”, “should”, “could”, “assume” and similar expressions are intended to identify forward-looking statements. In accordance with the provisions of the Securities Act and the Exchange Act, we caution you that important factors could cause actual results to differ materially from those in the forward-looking statements. Such factors include our concentration of operations in Venezuela, the political and economic risks associated with international operations (particularly those in Venezuela), the anticipated future development costs for undeveloped reserves, drilling risks, the risk that actual results may vary considerably from reserve estimates, the dependence upon the abilities and continued participation of certain of our key employees, the risks normally incident to the exploration, operation and development of oil and natural gas properties, risks incumbent to being a noncontrolling interest shareholder in a corporation, the permitting and the drilling of oil and natural gas wells, the availability of materials and supplies necessary to projects and operations, the price for oil and natural gas and related financial derivatives, changes in interest rates, the Company’s ability to acquire oil and natural gas properties that meet its objectives, availability and cost of drilling rigs and seismic crews, overall economic conditions, political stability, civil unrest, acts of terrorism, currency and exchange risks, currency controls, changes in existing or potential tariffs, duties or quotas, changes in taxes, changes in governmental policy, lack of liquidity, availability of sufficient financing, estimates of amounts and timing of sales of securities, closing of the Share Purchase Agreement, changes in weather conditions, and ability to hire, retain and train management and personnel. A discussion of these factors is included in our Annual Report on Form 10-K for the year ended December 31, 2011, and below under the caption “Risk Factors,”, which includes certain definitions and a summary of significant accounting policies and should be read in conjunction with this Quarterly Report on Form 10-Q.

Executive Summary

Harvest Natural Resources, Inc. is a petroleum exploration and production company incorporated under Delaware law in 1989. Our focus is on acquiring exploration, development and producing properties in geological basins with proven active hydrocarbon systems. Our experienced technical, business development and operating personnel have identified low entry cost exploration opportunities in areas with large hydrocarbon resource potential. We operate from our Houston, Texas headquarters. We also have regional/technical offices in the United Kingdom and Singapore, and small field offices in Jakarta, Republic of Indonesia (“Indonesia”); Muscat, Sultanate of Oman (“Oman”); and Port Gentil, Republic of Gabon (“Gabon”) to support field operations in those areas.

We have acquired and developed significant interests in the Bolivarian Republic of Venezuela (“Venezuela”). Our Venezuelan interests are owned through Harvest-Vinccler Dutch Holding, B.V., a Dutch private company with limited liability (“Harvest Holding”). Our ownership of Harvest Holding is through HNR Energia, B.V. (“HNR Energia”) in which we have a direct controlling interest. Through HNR Energia, we indirectly own 80 percent of Harvest Holding and our partner, Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a controlled affiliate of Venezolana de Inversiones y Construcciones Clerico, C.A. (“Vinccler”), indirectly owns the remaining 20 percent interest of Harvest Holding. Harvest Holding owns, indirectly through wholly owned subsidiaries, a 40 percent of Petrodelta, S.A. (“Petrodelta”). As we indirectly own 80 percent of Harvest Holding, we indirectly own a net 32 percent interest in Petrodelta, and Vinccler indirectly owns eight percent. Corporación Venezolana del Petroleo S.A. (“CVP”) owns the remaining 60 percent of Petrodelta. Harvest Holding has a direct controlling interest in Harvest Vinccler S.C.A. (“Harvest Vinccler”). Harvest Vinccler’s main business purposes are to assist us in the management of Petrodelta and in negotiations with Petroleos de Venezuela S.A. (“PDVSA”). We do not have a business relationship with Vinccler outside of Venezuela.

Through the pursuit of technically-based strategies, we are building a portfolio of exploration prospects to complement the production, development and exploration prospects we hold in Venezuela. In addition to our interests in Venezuela, we hold exploration acreage mainly onshore West Sulawesi in Indonesia; offshore of Gabon; onshore in Oman; and offshore of the People’s Republic of China (“China”).

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From time to time we learn of possible third party interests in acquiring ownership in certain assets within our property portfolio. We evaluate these potential opportunities taking into consideration our overall property mix, our operational and liquidity requirements, our strategic focus and our commitment to long-term shareholder value.

During the last two years, we have been exploring a broad range of strategic alternatives for enhancing stockholder value. On September 24, 2010, we retained Merrill Lynch, Pierce, Fenner & Smith (“Merrill Lynch”) to provide advisory services to assist us in exploring those strategic alternatives, including, among others, a sale of assets. Since that time, we have received several indications of interest from third parties, provided due diligence materials to third parties under confidentiality agreements and had preliminary discussions with third parties regarding a sale of our interest in Venezuela, but until March 6, 2012, we had not determined that any of the transactions discussed were in our best interests.

On March 6, 2012, we announced that we had commenced exclusive negotiations with a third party for the possible sale of our 32 percent interest in Petrodelta.

Share Purchase Agreement (“SPA”)

On June 21, 2012, we and our wholly owned subsidiary HNR Energia entered into a share purchase agreement (the “SPA”) with PT Pertamina (Persero), a state-owned limited liability company existing under the laws of Indonesia (“Buyer”). HNR Energia is a private company with limited liability under the laws of Curacao. HNR Energia owns 80 percent of the equity interest of Harvest Holding, which owns 40 percent of the equity interest of Petrodelta. Vinccler, who owns the other 20 percent equity interest of Harvest Holding, is not a party to the transaction.

Under the SPA, HNR Energia will sell all of its 80 percent interest in Harvest Holding to Buyer or a newly formed wholly owned subsidiary of Buyer for a cash purchase price of $725.0 million, subject to adjustment as described in the SPA. The sale of Harvest Holding, including its direct and indirect subsidiaries, will constitute the sale of all of our interest in Venezuela, which consists of our indirect 32 percent interest in Petrodelta and our indirect 80 percent interest in Harvest Vinccler. The effective date of the transaction is January 1, 2012. We have also executed a guarantee in Buyer’s favor by which we guarantee HNR Energia’s obligations under the SPA.

The closing of the transaction is subject to receipt of three approvals, in addition to satisfaction of other conditions standard in transactions of this type: (a) approval by the Ministerio del Poder Popular de Petroleo y Mineria representing the Government of the Bolivarian Republic of Venezuela (which indirectly owns the other 60 percent interest in Petrodelta); (b) approval by the Government of the Republic of Indonesia in its capacity as Buyer’s sole shareholder; and (c) approval by the holders of a majority of Harvest’s common stock. If the approval of Buyer’s shareholder is not obtained within five months after the date of the SPA, we may terminate the SPA. If the approval of Harvest’s stockholders is not obtained within 90 days after approval of Buyer’s shareholder is obtained, Buyer may terminate the SPA.

Contemporaneously with signing the SPA, Buyer deposited 15 percent of the $725.0 million purchase price, or $108.8 million, in escrow. The deposit constitutes liquidated damages, and if Buyer defaults, our sole remedy is to retain the deposit and any earned interest. The deposit and any earned interest will be returned to Buyer if the SPA is terminated for any other reason, including if the approval by our stockholders, Buyer’s shareholder or the Government of Venezuela is not obtained. The purchase deposit was received by the escrow agent on June 22, 2012.

We have agreed not to solicit other offers to acquire Harvest as a whole or the Petrodelta assets while the SPA is in effect. If we receive an unsolicited superior proposal before our stockholders have approved the transaction, we may enter into discussions with the potential purchaser. We have the right to terminate the SPA and accept a superior proposal if we first offer Buyer the opportunity to modify the transaction so that the competing offer is no longer superior and pay Buyer a break-up fee equal to three percent of the purchase price, or $21.8 million.

Under the SPA, the parties met during the week of September 5, 2012, to assess progress toward obtaining the required governmental approvals and satisfaction of other conditions to closing. The parties agreed to continue pursuing the various approvals required to close the transaction.

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The SPA includes representations and warranties, tax provisions and indemnification provisions typical in transactions of this type. Reference should be made to the SPA regarding those provisions and all other provisions pertinent to a complete understanding of the transaction.

Venezuela

Harvest Vinccler’s and Petrodelta’s functional and reporting currency is the U.S. Dollar. They do not have currency exchange risk other than the official prevailing exchange rate that applies to their operating costs denominated in Venezuela Bolivars (“Bolivars”) (4.30 Bolivars per U.S. Dollar). However, during the three months ended September 30, 2012, Harvest Vinccler exchanged approximately $0.4 million (three months ended September 30, 2011: $0.3 million) through the Sistema de Transacciones con Títulos en Moneda Extranjera (“SITME”) and received an average exchange rate of 5.23 Bolivars (three months ended September 30, 2011: 5.15 Bolivars) per U.S. Dollar. During the nine months ended September 30, 2012, Harvest Vinccler exchanged approximately $1.0 million (nine months ended September 30, 2011: $0.7 million) through SITME and received an average exchange rate of 5.17 Bolivars (nine months ended September 30, 2011: 5.17 Bolivars) per U.S. Dollar. Harvest Vinccler currently does not have any Bolivars pending government approval for settlement for U.S. Dollars at the official exchange rate or the SITME exchange rate. Petrodelta does not have, and has not had, any Bolivars pending government approval for settlement for U.S. Dollars at the official exchange rate or the SITME exchange rate.

The monetary assets that are exposed to exchange rate fluctuations are cash, accounts receivable, and other current assets. The monetary liabilities that are exposed to exchange rate fluctuations are accounts payable, accruals and other current liabilities. All monetary assets and liabilities incurred at the official Bolivar exchange rate are settled at the official Bolivar exchange rate. At September 30, 2012, the balances in Harvest Vinccler’s Bolivar denominated monetary assets and liabilities accounts that are exposed to exchange rate changes are 5.6 million Bolivars and 8.6 million Bolivars, respectively. At September 30, 2012, the balances in Petrodelta’s Bolivar denominated monetary assets and liabilities accounts that are exposed to exchange rate changes are 236.9 million Bolivars and 3,570.4 million Bolivars, respectively.

On May 7, 2012, the Organic Law on Employment, Male and Female Workers (“Labor Law”) was published in the Official Gazette, the official government publication where laws, decrees, resolutions, instructions, and other regulations of general interest issued by the central government of Venezuela are published in order to make those acts valid and official. The Labor Law has 554 Articles divided into ten Titles and heavily favors employees over employers. The Labor Law’s purpose is to regulate the relations between workers and employers. In August 2012, the labor contract between PDVSA and the labor union was signed. The new labor contract awarded salary increases to both union and non-union labor retroactive to December 2011. The new labor contract has increased the effect of the Labor Law on Petrodelta. However, until the actuarial study that PDVSA has commissioned is completed, the total effect of the Labor Law on Petrodelta’s business is not easily determinable. Based on the information that Petrodelta currently has, Petrodelta estimates the financial impact of the Labor Law could be approximately $0.4 million ($0.1 million net to our 32 percent interest) through September 30, 2012. After much analysis, Harvest Vinccler estimates that there will be little, if any, financial impact on its business from the Labor Law.

Petrodelta

Petrodelta’s shareholders intend that the company be self-funding and rely on internally-generated cash flow to fund operations. Petrodelta’s 2012 capital budget, which has yet to be endorsed by Petrodelta’s board, is expected to be approximately $300 million with a significant portion of that total related to infrastructure costs to support the further development of the Temblador and El Salto fields.

Petrodelta began 2012 with three drilling rigs, but PDVSA relocated one rig to another operation. Currently, Petrodelta is operating two drilling rigs and one workover rig and is continuing with infrastructure enhancement projects in the El Salto and Temblador fields. Plans are underway to build a pipeline connection between the Isleño field and the main production facility at Uracoa as Isleño production is currently being trucked to Uracoa. Petrodelta has a new drilling rig to replace the rig that was relocated. The rig is currently rigging up in the Isleño field. The drilling rig is expected to be operational in November 2012. Petrodelta has been notified that it will receive three additional new rigs. The rigs are expected to arrive during the first and second quarters of 2013. These rigs will result in an expected five working rigs in 2013.

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During the nine months ended September 30, 2012, Petrodelta drilled and completed ten development wells, delivered approximately 9.8 million barrels (“MBls”) of oil and 1.5 billion cubic feet (“Bcf”) of natural gas, averaging 36,736 barrels of oil equivalent (“BOE”) per day. During the nine months ended September 30, 2011, Petrodelta drilled and completed nine development wells, one successful appraisal well and two water injector wells, delivered approximately 8.4 MBls of oil and 1.5 Bcf of natural gas, averaging 31,671 BOE per day.

Certain operating statistics for the three and nine months ended September 30, 2012 and 2011 for the Petrodelta fields operated by Petrodelta are set forth below. This information is provided at 100 percent. This information may not be representative of future results.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Thousand barrels of oil sold		3,512		3,031		9,810		8,396
Million cubic feet of gas sold		412		594		1,536		1,504
Total thousand barrels of oil equivalent		3,581		3,130		10,066		8,647
Average price per barrel	$	92.43	$	100.62	$	98.63	$	97.02
Average price per thousand cubic feet	$	1.54	$	1.54	$	1.54	$	1.54
Cash operating costs ($millions)	$	34.3	$	20.0	$	75.9	$	52.9
Capital expenditures ($millions)	$	49.7	$	31.4	$	120.3	$	97.9

Under Petrodelta’s Contract for Sale and Purchase of Hydrocarbons with PDVSA Petroleo S.A. (“PPSA”), a wholly owned subsidiary of PDVSA, (the “Sales Contract”), crude oil delivered from the Petrodelta fields to PDVSA is priced with reference to Merey 16 published prices, weighted for different markets and adjusted for variations in gravity and sulphur content, commercialization costs and distortions that may occur given the reference price and prevailing market conditions. Merey 16 published prices are quoted and sold in U.S. Dollars. Natural gas delivered from the Petrodelta Fields to PDVSA is priced at $1.54 per thousand cubic feet. PPSA is obligated to make payment to Petrodelta in U.S. Dollars in the case of payment for crude oil and natural gas liquids delivered. Natural gas deliveries are paid in Bolivars, but the pricing for natural gas is referenced to the U.S. Dollar.

The official price formula applied to the Merey 16 by the Ministry of the People’s Power for Petroleum and Mining (“MENPET”) is used for the sales of Petrodelta crude oil with quality close to 16 degrees API to represent actual quality delivered.

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011, production from the Petrodelta fields, except the El Salto field, flows through Petrodelta’s pipelines into PDVSA’s EPT-1 storage facility. Prior to October 2011, El Salto production was trucked to the EPT-1 storage facility and combined with the other Petrodelta fields’ production. Beginning October 2011, production from the El Salto field flows through PDVSA’s EPM-1 transfer point at PDVSA Morichal. Currently, the El Salto production flows through COMOR transfer point, a new transfer point for Petrodelta, at PDVSA Morichal.

When the Sales Contract was executed, Petrodelta was producing only one type of crude, Merey 16. Therefore, the Sales Contract provides for only one crude pricing formula. This formula has been approved by MENPET. The production deliveries and factors to include in the pricing formula are certified and acknowledged by MENPET.

Beginning in October 2011, MENPET determined that Petrodelta’s production flowing through the COMOR transfer point was a heavier type of crude, Boscan. The Boscan gravity and sulphur correction factors and crude pricing formula are not included in the Sales Contract. However, under the Sales Contract, PDVSA is obligated to receive all of Petrodelta’s production. All production deliveries for all of Petrodelta fields have been certified by MENPET and acknowledged by PDVSA.

The pricing factors for the Boscan crude have been provided and certified by MENPET to Petrodelta. From October 1, 2011 through June 30, 2011, Petrodelta used the Boscan pricing formula as published in the Official Gazette on January 11, 2007 to record the revenue from the El Salto field deliveries. On October 5, 2012, Petrodelta received a draft Sales Contract amendment from PDVSA Trade and Supply. The draft Sales Contract amendment includes a change to Merey 16 pricing formula to allow for indexing of the transportation and commercialization (“ACC”) costs and indexing of the ACC costs and additional sales markets to the Boscan pricing formula. Petrodelta has agreed to the changes in the draft Sales Contract. The revised pricing formula for Merey 16 is prospective and does not affect recorded revenues. The revised pricing formula for Boscan resulted in a reduction to net revenue (revenue less royalties) of $8.6 million ($4.3 million net of tax) ($2.8 million revenue reduction and $1.4 million revenue reduction net of tax net to our 32 percent interest). This adjustment to revenue has been recorded in net income from unconsolidated equity affiliates in the consolidated condensed statements of comprehensive income for the three and nine months ended September 30, 2012.

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PDVSA will be invoiced for the El Salto production as soon as the amended Sales Contract is executed. At September 30, 2012, El Salto production, net of royalties, covering the production months of October 2011 through September 2012 totaled approximately 3.0 million barrels of oil (“MBls”) (1.0 MBls net to our 32 percent interest). The draft Sales Contract amendment pricing formula for Boscan based upon the production deliveries and factors certified by MENPET, results in estimated revenue for this production of $273.3 million ($87.5 million net to our 32 percent interest).

Due to PDVSA’s liquidity constraints, PDVSA has not been providing the necessary monetary and contractual support required by Petrodelta. Continued underinvestment in the development plan may lead to continued under-performance. As discussed in previous filings, PDVSA has failed to pay on a timely basis certain amounts owed to contractors that PDVSA has contracted to do work for Petrodelta. PDVSA purchases all of Petrodelta’s oil production. PDVSA and its affiliates have reported shortfalls in meeting their cash requirements for operations and planned capital expenditures, and PDVSA has fallen behind in certain of its payment obligations to its contractors, including contractors engaged by PDVSA to provide services to Petrodelta. In addition, PDVSA has fallen behind in certain of its payment obligations to Petrodelta, which payments Petrodelta would otherwise use to pay its contractors, including Harvest Vinccler. As a result, Petrodelta has experienced, and is continuing to experience, difficulty in retaining contractors who provide services for Petrodelta’s operations. We cannot provide any assurance as to whether or when PDVSA will become current on its payment obligations. Inability to retain contractors or to pay them on a timely basis is having an adverse effect on Petrodelta’s operations and on Petrodelta’s ability to carry out its business plan.

Harvest Vinccler has advanced certain costs on behalf of Petrodelta. These costs include consultants in engineering, drilling, operations, seismic interpretation, and employee salaries and related benefits for Harvest Vinccler employees seconded into Petrodelta. Currently, we have three employees seconded into Petrodelta. Costs advanced are invoiced on a monthly basis to Petrodelta. Harvest Vinccler is considered a contractor to Petrodelta, and as such, Harvest Vinccler is also experiencing the slow payment of invoices. During the nine months ended September 30, 2012, Harvest Vinccler advanced to Petrodelta $0.4 million for continuing operations costs, and Petrodelta repaid $0.1 million of the advance. Advances to equity affiliate have increased slightly to a balance of $2.7 million as of September 30, 2012. During the year ended December 31, 2011, we advanced Petrodelta $0.8 million for continuing operations costs, and Petrodelta repaid $0.1 million of the advances. Although payment is slow and the balance is increasing, payments continue to be received.

In April 2011, the Venezuelan government published in the Official Gazette the Law Creating a Special Contribution on Extraordinary Prices and Exorbitant Prices in the International Hydrocarbons Market (“Windfall Profits Tax”). Windfall Profits Tax is deductible for Venezuelan income tax purposes. During the three months ended September 30, 2012, Petrodelta recorded $72.0 million for Windfall Profits Tax (three months ended September 30, 2011: $69.4 million). During the nine months ended September 30, 2012, Petrodelta recorded $231.4 million for Windfall Profits Tax (nine months ended September 30, 2011: $161.9 million).

One section of the Windfall Profits Tax states that royalties paid to Venezuela are capped at $70 per barrel, but the cap on royalties has not been defined as being applicable to in-cash, in-kind, or both. In October 2011, Petrodelta received instructions from PDVSA that royalties, whether paid in-cash or in-kind, should be reported at $70 per barrel (royalty barrels x $70). The difference between the $70 royalty cap and the current oil price is to be reflected on the income statement as a reduction in oil sales. For the three months ended September 30, 2012 and 2011, the reduction to oil sales due to the $70 cap applied to all royalty barrels was $26.2 million and $8.0 million ($8.4 million and $2.6 million net to our 32 percent interest), respectively. For the nine months ended September 30, 2012 and 2011, the reduction to oil sales due to the $70 cap applied to all royalty barrels was $93.6 million and $52.7 million ($30.0 million and $16.9 million net to our 32 percent interest), respectively.

Per our interpretation of the Windfall Profits Tax, the $70 cap on royalty barrels should only be applied to the 3.33 percent royalty which Petrodelta pays in cash. We have applied the $70 cap to only the 3.33 percent royalty paid in cash and the current oil sales price to the 30 percent royalty paid in-kind for the three and nine months ended September 30, 2012 and 2011. With assistance from Petrodelta, we have recalculated Petrodelta’s oil sales and royalties to apply the current oil price to its total barrels produced and to the 30 percent royalty paid in-kind and applied the $70 cap to the 3.33 percent royalty paid in cash for the three and nine months ended September 30, 2012 and 2011. For the three months ended September 30, 2012 and 2011, net oil sales (oil sales less royalties) are slightly higher, $2.7 million and $0.8 million ($0.9 million and $0.3 million net to our 32 percent interest), respectively, and for the nine months ended September 30, 2012 and 2011, net oil sales (oil sales less royalties) are slightly higher, $9.4 million and $5.3 million ($3.0 million and $1.7 million net to our 32 percent interest), respectively, under this method than the method advised by PDVSA and the method of applying the current oil price to total barrels produced and to total royalty barrels.

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In November 2010, Petrodelta’s board of directors declared a dividend of $30.6 million, $12.2 million net to HNR Finance, B.V. (“HNR Finance”), a wholly owned subsidiary of Harvest Holding ($9.8 million net to our 32 percent interest). Petrodelta shareholder approval of the dividend was received on March 14, 2011. Due to Petrodelta’s liquidity constraints caused by PDVSA’s insufficient monetary and contractual support, as of November 8, 2012, this dividend has not been received, and the timing of the receipt of this dividend is uncertain. To reflect our support of Petrodelta’s planned 2013 drilling program which will require all accumulated and available cash flow to support, we reclassified the dividend receivable to long-term at September 30, 2012.

The Organic Law on Sports, Physical Activity and Physical Education (“Sports Law”) was published in the Official Gazette on August 23, 2011 and is effective beginning January 1, 2012. The purpose of the Sports Law is to establish the public service nature of physical education and the promotion, organization and administration of sports and physical activity. Funding of the Sports Law is by contributions made by companies or other public or private organizations that perform economic activities for profit in Venezuela. The contribution is one percent of annual net or accounting profit and is not deductible for income tax purposes. Per the Sports Law, contributions are to be calculated on an after-tax basis. However, CVP has instructed Petrodelta to calculate the contribution on a before-tax basis contrary to the Sports Law. For the nine months ended September 30, 2012, this method of calculation overstates the liability for the Sports Law contribution by $0.1 million and ($30,000 net to our 32 percent interest). The change for the three months ended September 30, 2012 a decrease of $0.7 million ($0.2 million net to our 32 percent interest).

Budong-Budong Project, Indonesia

BPMIGAS, Indonesia’s oil and gas regulatory authority, has stated that we have satisfied all work commitments for the initial exploration phase of the Budong-Budong Production Sharing Contract (“Budong PSC”).

Operational activities during the three months ended September 30, 2012 included a review of geological and geophysical data obtained from the drilling of Lariang-1 (“LG-1”) and KD-1 wells to upgrade the prospectivity of the block and to define a prospect for potential drilling in 2013. Based on multiple oil and gas shows encountered in both LG-1 and KD-1, we are working on an exploration program targeting the Pliocene and Miocene sands encountered in the previous two wells. We have completed remapping of both the Lariang and Karama Basins with eight leads in the Lariang Basin and five leads in the Karama Basin having been identified in the Pliocene, Middle-Late Miocene and Eocene sands. The partners have technically recommended the drilling of the Madjene prospect in the Lariang Basin targeting stacked Pliocene and Miocene clastic reservoirs for an exploration well in late 2013. Preliminary well planning activities commenced in October 2012.

The initial exploration term of the Budong PSC expires on January 15, 2013. In September 2012, the operator of the Budong PSC, on behalf of us and the other co-venturer, submitted a request under the terms of the Budong PSC to BPMIGAS for a four year extension of the initial six year exploration term of the Budong PSC. The request for extension of the initial exploration term includes a firm exploration well in late 2013. The extension of the initial exploration term will enable the joint venture to continue exploration activities on the Budong PSC. The granting of such request for an extension of the initial exploration term may not be unreasonably withheld. In the event that an extension of the initial exploration term is not granted, the Budong PSC will automatically terminate on January 15, 2013. However, verbal approval from BPMIGAS has been received to the request for extension of the initial exploration term. Formal written approval from the Government of Indonesia is awaited.

Furthermore, pursuant to the request for extension of the initial exploration term, the contract area held by the Budong PSC at the beginning of the extension period should be reduced, per the terms of the Budong PSC, from the current 55 percent to 20 percent of the original contract area. The retained area will contain all the areas of geological interest to the Budong PSC partners. The relinquishment will be addressed after the formal written approval for the request for extension of the initial exploration term is received.

During the nine months ended September 30, 2012, we had cash capital expenditures of $6.9 million mainly for deepening and plugging and abandonment costs of KD-1ST.

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Dussafu Project - Gabon

The Dussafu Marin Permit (“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 Direction Generale Des Hydrocarbures (“DGH”) agreed to lengthen the third exploration phase to four years until May 27, 2016. The third exploration phase of the Dussafu PSC has a $7.0 million ($4.7 million net to our 66.667 percent interest) work commitment over a four year period.

Operational activities during the three months ended September 30, 2012 included completion of the processing of 545 square kilometers of seismic which was acquired in the fourth quarter of 2011 and well planning. The 3-D Pre-Stack Time Migration (“PSTM”) was completed in July 2012. Pre-Stack Depth processing and reprocessing of the 2005 Inboard 3-D seismic of approximately 1,300 square kilometers commenced in June 2012 with the time reprocessing and merging of the various 3-D surveys completed in September 2012. Initial velocity model building for the Pre-Stack Depth migration commenced and the Pre-Stack Depth processing project is expected to be completed in the second quarter of 2013. Well planning progressed to drill an exploration well in the fourth quarter of 2012 on the Tortue prospect to target stacked pre-salt Gamba and Dentale reservoirs as well as a secondary post-salt Madiela clastic reservoir. In July 2012, we signed a contract for the Scarabeo 3 semi-submersible drilling rig. Mobilization of the drilling rig to the well site in Gabon is expected to commence in November 2012. In the event that we elect to terminate the contract prior to the rig’s arrival on-site, we are obligated to compensate the drilling company $5.0 million ($3.3 million net to our 66.667 percent interest) for liquidated damages. Liquidating damages for other contract commitments in the event that we do not drill the well on the Gabon PSC total $0.2 million ($0.1 million net to our 66.667 percent interest).

During the nine months ended September 30, 2012, we had cash capital expenditures of $3.5 million for seismic processing.

Block 64 EPSA Project - Oman

All work commitments on the Al Ghubar/Qarn Alam License (“Block 64 EPSA”) have been completed and post well studies are being conducted. A one year extension for the Block 64 EPSA was granted until May 2013, at which time we must decide whether to commit to the Second Phase of the Block 64 EPSA. The Second Phase exploration phase of the Block 64 EPSA has an $11.0 million work commitment over a three year period.

Operational activities during the three months ended September 30, 2012 included post well evaluation and review of geological and geophysical data obtained from the drilling of the Mafraq South-1 (“MFS-1”) and Al Ghubar North-1 (“AGN-1”) wells. Work continues on Block 64 EPSA to mature other drilling opportunities for a possible exploration well in the Second Phase of the license should we elect to enter the Second Phase.

During the nine months ended September 30, 2012, we incurred $5.9 million for drilling and plugging and abandonment costs.

Risks, Uncertainties, Capital Resources and Liquidity

The oil and gas industry is a highly capital intensive and cyclical business with unique operating and financial risks. There are a number of variables and risks related to our exploration projects that could significantly utilize our cash balances, and affect our capital resources and liquidity.

The environments in which we operate are often difficult and the ability to operate successfully depends on a number of factors including our ability to control the pace of development, our ability to apply “best practices” in drilling and development, and the fostering of productive and transparent relationships with local partners, the local community and governmental authorities. Financial risks include our ability to control costs and attract financing for our projects. In addition, often the legal systems of certain countries are not mature and their reliability can be uncertain. This may affect our ability to enforce contracts and achieve certainty in our rights to develop and operate oil and natural gas projects, as well as our ability to obtain adequate compensation for any resulting losses. Our strategy depends on our ability to have significant influence over operations and financial control.

Our operations are subject to various risks inherent in foreign operations. These risks may include, among other things, loss of revenue, property and equipment as a result of hazards such as expropriation, nationalization,

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war, insurrection, civil unrest, strikes and other political risks, increases in taxes and governmental royalties, being subject to foreign laws, legal systems and the exclusive jurisdiction of foreign courts or tribunals, renegotiation of contracts with governmental entities, changes in laws and policies, including taxes, governing operations of foreign-based companies, currency restrictions and exchange rate fluctuations and other uncertainties arising out of foreign government sovereignty over our international operations. Our international operations may also be adversely affected by the U.S. Foreign Corrupt Practices Act and similar worldwide anti-corruption laws, laws and policies of the United States affecting foreign policy, foreign trade, taxation and the possible inability to subject foreign persons to the jurisdiction of the courts in the United States.

There are also a number of variables and risks related to our minority equity investment in Petrodelta that could significantly utilize our cash balances, and affect our capital resources and liquidity. Petrodelta’s capital commitments are determined by its business plan, and Petrodelta’s capital commitments are expected to be funded by internally generated cash flow. The total capital required to develop the fields in Venezuela may exceed Petrodelta’s available cash and financing capabilities, and there may be operational or contractual consequences due to this inability. Petrodelta’s ability to fully develop the fields in Venezuela will require a significant investment. Due to PDVSA’s liquidity constraints, PDVSA has not been providing the necessary monetary and contractual support required by Petrodelta. If we are called upon to fund our share of Petrodelta’s operations, our failure to do so could be considered a default under the Conversion Contract and cause the forfeiture of some or all our shares in Petrodelta.

Petrodelta currently represents our only source of earnings. Petrodelta also has a material impact on our results of operations for any quarter or annual reporting period. See Notes to Consolidated Condensed Financial Statements, Note 10 – Investment in Equity Affiliate – Petrodelta. Petrodelta operates under a business plan, the success of which relies heavily on the market price of oil. To the extent that market prices of oil decline, the business plan, and thus our equity investment and/or operations and/or profitability, could be adversely affected.

Operations in Venezuela are subject to various risks inherent in foreign operations. It is possible the legal or fiscal framework for Petrodelta could change and the Venezuela government may not honor its commitments. Our ability to implement or influence Petrodelta’s business plan, assure quality control and set the timing and pace of development could also be adversely impacted. No assurance can be provided that events beyond our control will not adversely affect the value of our minority investment in Petrodelta.

On June 21, 2012, we and our wholly owned subsidiary HNR Energia entered into a SPA with Buyer for the sale of our interest in Venezuela for a cash purchase price of $725.0 million. See Notes to Consolidated Condensed Financial Statements, Note 4 – Dispositions, Share Purchase Agreement (“SPA”). We cannot assure you that the SPA will be consummated. The consummation of the SPA is subject to the satisfaction or waiver of a number of conditions, including, among others, the requirement that approvals are received from the Government of the Bolivarian Republic of Venezuela, the Government of the Republic of Indonesia, and the majority of our stockholders; requirements with respect to the accuracy of the representations and warranties of the parties to the SPA; and requirements with respect to the satisfaction or waiver of the covenants and obligations of the parties to the SPA. In addition, the SPA may be terminated in certain circumstances under the terms of the SPA. We cannot guarantee that the parties to the SPA will be able to meet all of the closing conditions of the SPA. If we are unable to meet all of the closing conditions, the Buyer would not be obligated to close the SPA. We also cannot be sure that circumstances, such as a material adverse effect, will not arise that would also allow the Buyer to terminate the SPA prior to closing. If the SPA does not close, our Board of Directors will be forced to evaluate other alternatives, which may be less favorable to us than the SPA. There can be no assurances as to whether this transaction will close or whether we will receive any cash proceeds related to the SPA.

Our cash is being used to fund oil and gas exploration projects, debt, interest, and to a lesser extent general and administrative costs. We require capital principally to fund the exploration and development of new oil and gas properties. As is common in the oil and gas industry, we have various contractual commitments pertaining to exploration, development and production activities. We do not have any remaining work commitments for the current exploration phases of the Budong PSC or Block 64 EPSA. We entered the third exploration phase of the Dussafu PSC on May 28, 2012. The third exploration phase of the Dussafu PSC has a $7.0 million ($4.7 million net to our 66.667 percent interest) work commitment over a four year period (see Notes to Consolidated Condensed Financial Statements, Note 12 – Gabon). This work commitment is non-discretionary; however, we do have the ability to control the pace of expenditures. In July 2012, we signed a contract for a semi-submersible drilling rig to drill an exploration well on the Gabon PSC. In the event that we elect to terminate the contract prior to the rig’s

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arrival on-site, we are obligated to compensate the drilling company $5.0 million ($3.3 million net to our 66.667 percent interest) for liquidated damages. Liquidating damages for other contract commitments in the event that we do not drill the well on the Gabon PSC total $0.2 million ($0.1 million net to our 66.667 percent interest). See Notes to Consolidated Condensed Financial Statements, Note 12 – Gabon.

Historically, our primary ongoing source of cash has been dividends from Petrodelta and the sale of oil and gas properties. On May 17, 2011, we closed the transaction to sell the Antelope Project. The transaction had an effective date of March 1, 2011. We received cash proceeds of approximately $217.8 million which reflected increases to the purchase price for customary adjustments and deductions for transaction related costs (see Notes to Consolidated Condensed Financial Statements, Note 4 – Dispositions – Discontinued Operations).

Between Petrodelta’s formation in October 2007 and June 2010, Petrodelta declared and paid dividends of $105.5 million to HNR Finance ($84.4 million net to our 32 percent interest). In November 2010, Petrodelta’s board of directors declared a dividend of $30.6 million, $12.2 million net to HNR Finance ($9.8 million net to our 32 percent interest). The dividend was ratified by Petrodelta’s shareholders in March 2011. Due to Petrodelta’s liquidity constraints caused by PDVSA’s insufficient monetary and contractual support, this dividend has not yet been received, although it is due and payable. There is uncertainty of the timing of receipt of the dividend receivable from Petrodelta and whether Petrodelta will declare or pay additional dividends in the future. See Notes to Consolidated Condensed Financial Statements, Note 14 – Related Party Transactions for a discussion of our obligations to our non-controlling interest holder, Vinccler, for any dividend received from Petrodelta. Also, any receipt of dividends while the SPA is active would become a purchase price adjustment under the SPA. We have reclassified the dividend receivable to long-term at September 30, 2012 to reflect our support of Petrodelta’s planned 2013 drilling program which will require all accumulated and available cash flow to support. We have and will continue to monitor our investment in Petrodelta. Should the dividend receivable not be collected, or facts and circumstances surrounding our investment change, our results of operations and our investment in Petrodelta could be adversely impacted.

Currently, our source of cash is expected to be generated by accessing the debt and/or equity markets. On March 30, 2012, we announced that we had entered into an equity distribution agreement (the “Agreement”) with Knight Capital America, L.P. (“KCA”), a subsidiary of Knight Capital Group, Inc. relating to an “at-the-market” (“ATM”) offering of shares of our common stock having an aggregate sales price of up to $75.0 million. Under the terms of the Agreement, we may offer and sell shares of our common stock by means of transactions on the New York Stock Exchange (“NYSE”) or otherwise at market prices prevailing at the time of sale, at prices related to the prevailing market price or at negotiated rates. We are unable to access the ATM during blackout periods or when we are in possession of material information which has not been made public. As of September 30, 2012, we have not accessed the ATM. On October 12, 2012, we announced the sale of $79.8 million aggregate principal amount of 11 percent senior unsecured notes due October 11, 2014. See Notes to Consolidated Condensed Financial Statements, Note 16 – Subsequent Event.

We incurred debt during 2010 which has imposed restrictions on us and increased our vulnerability to adverse economic and industry conditions. Our senior convertible notes impose restrictions on us that limit our ability to obtain additional financing. Our ability to meet these covenants is primarily dependent on meeting customary affirmative covenant clauses. Our inability to satisfy the covenants contained in our senior convertible notes would constitute an event of default, if not waived. An uncured default could result in the senior convertible notes becoming immediately due and payable. If this were to occur, we may not be able to obtain waivers or secure alternative financing to satisfy our obligations, either of which would have a material adverse impact on our business. As of September 30, 2012, we were in compliance with all of our debt covenants.

Our senior convertible notes are due March 1, 2013. As of September 30, 2012, $22.5 million of the senior convertible notes had been converted into, or exchanged for, shares of our common stock. On October 11, 2012, $3.0 million of the remaining senior convertible notes were converted into shares of our common stock under the terms of the indenture governing the senior convertible notes, and $6.0 million face value of the remaining senior convertible notes was exchanged for $10.5 million in principal amount of the 11 percent senior unsecured debt issued October 11, 2012. See Notes to Consolidated Condensed Financial Statements, Note 16 – Subsequent Event.

Our ability to continue as a going concern depends upon the success of our planned exploration and development activities and the ability to secure additional financing as needed to secure our current operations. There can be no guarantee of future capital acquisition, fundraising or explorations success or that we will realize the value of our unevaluated exploratory well costs. The accompanying financial statements do not include any

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adjustments that might result from the outcome of this uncertainty. We believe that we will continue to be successful in securing any funds necessary to continue as a going concern. However, our current cash position and our ability to access additional capital may limit our available opportunities or not provide sufficient cash for operations.

Working Capital. The net funds raised and/or used in each of the operating, investing and financing activities are summarized in the following table and discussed in further detail below:

	Nine Months Ended September 30,
	2012			2011
	(in thousands)
Net cash used in operating activities	$	(22,725	)	$	(29,840	)
Net cash provided by (used in) investing activities		(16,036	)		128,446
Net cash provided by (used in) financing activities		234			(59,265	)
Net increase (decrease) in cash	$	(38,527	)	$	39,341

At September 30, 2012, we had current assets of $31.6 million and current liabilities of $26.2 million, resulting in working capital of $5.4 million and a current ratio of 1.2:1. This compares with a working capital of $62.6 million and a current ratio of 2.9:1 at December 31, 2011. The decrease in working capital of $57.2 million was primarily due to decreases in receivables, increases in cash payment for capital expenditures and decreases in accrued expenses and accounts payable.

Cash Flow used in Operating Activities. During the nine months ended September 30, 2012 and 2011, net cash used in operating activities was approximately $22.7 million and $29.8 million, respectively. The $7.1 million decrease was primarily due to decreases in accounts payable and accrued expenses offset by decrease in receivables.

Cash Flow from Investing Activities. Our cash capital expenditures for property and equipment are summarized in the following table:

	September 30,
	2012		2011
	(in millions)
Budong PSC	$	6.9	$	20.4
Dussafu PSC		3.5		36.5
Block 64 EPSA		5.9		1.4
Other projects		—		0.2
Total additions of property and equipment – continuing operations		16.3		58.5
Assets Held for Sale – Antelope Project(1)		—		31.4
Total additions of property and equipment	$	16.3	$	89.9

⁽¹⁾  See Notes to Consolidated Condensed Financial Statements, Note 4 – Dispositions.

During the nine months ended September 30, 2012, we:

• Released $1.2 million of restricted cash; and

• Incurred $1.0 million of investigatory costs related to various international and domestic exploration studies.

During the nine months ended September 30, 2011, we:

• Received $217.8 million for the sale of our Antelope Project (see Notes to Consolidated Condensed Financial Statements, Note 4 – Dispositions);

• Received $1.4 million from the sale of our equity investment in Fusion; and

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• Incurred $0.9 million of investigatory costs related to various international and domestic exploration studies.

Petrodelta’s capital commitments will be determined by its business plan. Petrodelta’s capital commitments are expected to be funded by internally generated cash flow. Our budgeted capital expenditures of $25.5 million for 2012 for Indonesia, Gabon and Oman operations will be funded through our existing cash balances, accessing equity and debt markets, and cost reductions. In addition, we could delay the discretionary portion of our capital spending to future periods or sell assets as necessary to maintain the liquidity required to run our operations, as warranted.

Cash Flow from Financing Activities. During the nine months ended September 30, 2012 we:

• Incurred $0.5 million in legal fees associated with financings.

During the nine months ended September 30, 2011, we:

• Repaid $60.0 million of our term loan facility; and

• Incurred $0.2 million in legal fees associated with financings.

Contractual Obligations

Contractual obligations consist of the following at September 30, 2012:

	Payments (in thousands) Due by Period
	Total		Less than 1 Year		1-2 Years		3-4 Years		After 4 Years
Debt:
8.25% Senior Convertible Note Due 2013	$	9,000	$	9,000	$	—	$	—	$	—
Total Debt		9,000		9,000		—		—		—
Other obligations:
Interest payments		535		535		—		—		—
Oil and gas activities		8,768		8,496		225		47		—
Office leases		1,378		726		537		115		—
Total other obligations		10,681		9,757		762		162		—
Total contractual obligations	$	19,681	$	18,757	$	762	$	162	$	—

We do not have any remaining work commitments for the current exploration phases of the Budong PSC or Block 64 EPSA.

As of May 28, 2012, the Dussafu PSC entered the third exploration phase. The third exploration phase has a $7.0 million ($4.7 million net to our 66.667 percent interest) work commitment over a four year period.

In July 2012, we signed a contract for a semi-submersible drilling rig to drill an exploration well on the Gabon PSC. In the event that we elect to terminate the contract prior to the rig’s arrival on-site, we are obligated to compensate the drilling company $5.0 million ($3.3 million net to our 66.667 percent interest) for liquidated damages. Liquidating damages for other contract commitments in the event that we do not drill the well on the Gabon PSC total $0.2 million ($0.1 million net to our 66.667 percent interest).

In addition, on October 12, 2012, we announced the sale of $79.8 million aggregate principal amount of 11 percent senior unsecured notes due October 11, 2014. See Notes to Consolidated Condensed Financial Statements, Note 16 – Subsequent Event. The 11 percent senior unsecured note obligation is not reflected in the above table.

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Results of Operations

You should read the following discussion of the results of operations for the three and nine months ended September 30, 2012 and 2011 and the financial condition as of September 30, 2012 and December 31, 2011 in conjunction with our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2011.

Three Months Ended September 30, 2012 Compared with Three Months Ended September 30, 2011

We reported net income attributable to Harvest of $5.8 million, or $0.15 diluted earnings per share, for the three months ended September 30, 2012, compared with net income attributable to Harvest of $7.7 million, or $0.20 diluted earnings per share, for the three months ended September 30, 2011.

Total expenses and other non-operating (income) expense from continuing operations (in millions):

	Three Months Ended September 30,						Increase
	2012			2011			(Decrease)
Depreciation and amortization	$	0.1		$	0.1		$	—
Exploration expense		1.5			1.6			(0.1	)
General and administrative		5.1			4.3			0.8
Investment earnings and other		(0.1	)		(0.2	)		0.1
Interest expense		—			0.8			(0.8	)
Debt conversion expense		1.0			—			1.0
Other non-operating expense		1.1			0.3			0.8
Income tax expense		1.1			0.2			0.9

During the three months ended September 30, 2012, we incurred $1.1 million of exploration costs related to the processing and reprocessing of seismic data related to ongoing operations and $0.4 million related to general business development activities. During the three months ended September 30, 2011, we incurred $1.5 million of exploration costs related to the processing and reprocessing of seismic data related to ongoing operations and $0.1 million related to other general business development activities.

The increase in general and administrative costs in the three months ended September 30, 2012 from the three months ended September 30, 2011 was primarily due to increases in general office expense and overhead ($0.8 million), employee related costs ($1.0 million), and public relations ($0.1 million) offset by decreases in contract services ($0.9 million), and travel expenses ($0.2 million).

The decrease in investment earnings and other in the three months ended September 30, 2012 from the three months ended September 30, 2011 was due to lower interest rates earned on lower cash balances.

The decrease in interest expense in the three months ended September 30, 2012 from the three months ended September 30, 2011 was due to the conversion of $6.5 million of our senior convertible notes into shares of our common stock in August 2012 and interest capitalized to oil and gas properties of $0.4 million.

During the three months ended September 30, 2012, we incurred debt conversion expense related to the issuance of 0.1 million shares of our common stock in exchange for certain holders of our senior convertible notes foregoing a one-year interest make-whole of $0.5 million. The debt conversion expense consists of bond conversion expenses ($0.2 million), interest expense make-whole provision satisfied by the issuance of 59,170 common shares ($0.5 million) and legal and other professional fees ($0.3 million).

The increase in other non-operating expense in the three months ended September 30, 2012 from the three months ended September 30, 2011 was due to costs incurred related to our strategic alternative process and evaluation which resulted in the SPA for the sale of our 32 percent interest in Petrodelta.

The increase in income tax expense in the three months ended September 30, 2012 from the three months ended September 30, 2011 is due to a $1.4 million increase to U.S income tax expense caused by the limitation on our U.S. income tax benefit resulting from the 90 percent alternative minimum tax limitation applied to our net operating loss carryforward to 2011. This amount is partially offset by a reduction in our foreign tax expense of $0.5 million caused by the negative effective income tax rate in the third quarter of 2012 under Financial Accounting Standards Board Interpretation 18 (“FIN 18”) reporting.

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Equity in Earnings from Unconsolidated Equity Affiliates

For the three months ended September 30, 2012, net income from unconsolidated equity affiliates reflects an increase in Petrodelta’s revenue from oil sales due to higher sales volumes ($44.2 million) offset by lower prices ($24.9 million). Royalties, which is a function of revenue, increased $10.4 million due to the increase in revenue (net increase in revenue of $19.3 million at 30 percent royalty). Windfall Profits Tax, which is a function of volume and price per barrel, increased $2.5 million due to an increase in volumes (2012: 3.5 MBls vs. 2011: 3.0 MBls) offset by the decrease in price received per barrel (2012: $92.43 per barrel vs. 2011: $100.62 per barrel). The increase in operating expense in the three months ended September 30, 2012 from the three months ended September 30, 2011 was due to increased oil production. The decrease in workover expense in the three months ended September 30, 2012 from the three months ended September 30, 2011 was due to fewer workovers being performed. Petrodelta’s effective tax rate (inclusive of the adjustments to reconcile to reported net income from unconsolidated equity affiliate) for the three months ended September 30, 2012 was lower than the effective tax rate for the three months ended September 30, 2011 due to the cumulative effect of the inflation adjustment on retained earnings.

Discontinued Operations

On May 17, 2011, we closed the transaction to sell the Antelope Project. The sale had an effective date of March 1, 2011. We received cash proceeds of approximately $217.8 million which reflects increases to the purchase price for customary adjustments and deductions for transaction related costs. We do not have any continuing involvement with the Antelope Project. The related gain on the sale was reported in discontinued operations in the second quarter of 2011.

During the three months ended September 30, 2012, approximately $0.6 million of income tax benefit was reclassified from discontinued operations to continuing operations.

Net loss on the disposition of the Antelope Project are shown in the table below:

	Three Months Ended September 30,
	2012			2011
	(in thousands)
Net income (loss) from discontinued operations	$	(595	)	$	36

Nine Months Ended September 30, 2012 Compared with Nine Months Ended September 30, 2011

We reported net income attributable to Harvest of $12.6 million, or $0.34 diluted earnings per share, for the nine months ended September 30, 2012, compared with net income attributable to Harvest of $98.6 million, or $2.48 diluted earnings per share, for the nine months ended September 30, 2011.

Total expenses and other non-operating (income) expense from continuing operations (in millions):

	Nine Months Ended September 30,						Increase
	2012			2011			(Decrease)
Depreciation and amortization	$	0.3		$	0.4		$	(0.1	)
Exploration expense		4.2			7.4			(3.2	)
Dry hole costs		5.6			—			5.6
General and administrative		17.4			18.0			(0.6	)
Investment earnings and other		(0.2	)		(0.5	)		0.3
Interest expense		0.4			4.7			(4.3	)
Debt conversion expense		3.4			—			3.4
Loss on extinguishment of debt		—			9.7			(9.7	)
Other non-operating expense		2.8			1.0			1.8
Income tax expense (benefit)		(0.5	)		0.7			(1.2	)

During the nine months ended September 30, 2012, we incurred $3.4 million of exploration costs related to the processing and reprocessing of seismic data related to ongoing operations and $0.8 million related to other

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general business development activities. During the nine months ended September 30, 2011, we incurred $3.8 million of exploration costs related to the processing and reprocessing of seismic data related to ongoing operations, $0.3 million related to other general business development activities, and $3.3 million of impairment for the carrying value of West Bay.

During the nine months ended September 30, 2012, we expensed to dry hole costs $0.7 million related to the drilling of the KD-1 well on the Budong PSC and $4.9 million related to the drilling of the AGN-1 on the Block 64 EPSA (see Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Operations, Budong-Budong Project, Indonesia and Block 64 EPSA Project – Oman). We did not record any dry hole costs in the nine months ended September 30, 2011.

The decrease in general and administrative costs in the nine months ended September 30, 2012 from the nine months ended September 30, 2011 was primarily due to decreases in general office expense and overhead ($0.8 million), contract services ($0.2 million) and travel costs ($0.2 million) offset by an increase in employee related costs ($0.6 million).

The decrease in investment earnings and other in the nine months ended September 30, 2012 from the nine months ended September 30, 2011 was due to the receipt during the nine months ended September 30, 2011 of payment for transition services provided on the Antelope Project after closing of the sale.

The decrease in interest expense in the nine months ended September 30, 2012 from the nine months ended September 30, 2011 was due to the repayment in May 2011 of our $60 million term loan facility, conversion of $22.5 million of our 8.25 percent senior convertible notes in the nine months ended September 30, 2012, and interest capitalized to oil and gas properties of $1.7 million.

During the nine months ended September 30, 2012, we incurred debt conversion expense related to the issuance of 0.2 million shares of our common stock in exchange for certain holders of our senior convertible notes foregoing a one-year interest make-whole of $1.8 million. The debt conversion expense consists of bond conversion expenses ($0.8 million), interest expense make-whole provision satisfied by the issuance of 0.2 million common shares ($1.8 million) and legal and other professional fees ($0.8 million).

During the nine months ended September 30, 2011, we incurred a loss on extinguishment of debt related to the early payment of our $60 million term loan facility. The loss on extinguishment of debt includes the write off of the discount on debt ($7.2 million), a prepayment premium of 3.5 percent of the amount outstanding ($2.1 million), expensing of financing costs related to the term loan facility ($0.3 million), and the cost to repurchase 4.4 million unvested warrants issued in connection with the term loan facility.

The increase in other non-operating expense in the nine months ended September 30, 2012 from the nine months ended September 30, 2011 was due to costs incurred related to our strategic alternative process and evaluation which resulted in the SPA for the sale of our 32 percent interest in Petrodelta.

The decrease in income tax expense in the nine months ended September 30, 2012 from the nine months ended September 30, 2011 is due to a projected U.S. income tax benefit at September 30, 2012 of $0.5 million while in 2011 there was no U.S. income tax expense from continuing operations. The income tax benefit is increase by $0.7 million with respect to our foreign operations which is caused by the negative effective income tax rate in the third quarter of 2012 under FIN 18 reporting.

Equity in Earnings from Unconsolidated Equity Affiliates

For the nine months ended September 30, 2012, net income from unconsolidated equity affiliates reflects an increase in Petrodelta’s revenue from oil sales due to higher sales volumes ($139.6 million) and prices ($13.6 million). Royalties, which is a function of revenue, increased $50.3 million due to the increase in revenue (net increase in revenue of $153.2 million at 30 percent royalty). Windfall Profits Tax, which is a function of volume and price received per barrel, increased $69.5 million due to an increase in volumes (2012: 9.8 MBls vs. 2011: 8.4 MBls) and price received per barrel (2012: $98.63 per barrel vs. 2011: $97.02 per barrel). The increase in operating expense in the nine months ended September 30, 2012 from the nine months ended September 30, 2011 was due to increased oil production. The decrease in workover expense in the nine months ended September 30, 2012 from the nine months ended September 30, 2011 was due to fewer workovers being performed. Petrodelta’s effective tax rate (inclusive of the adjustments to reconcile to reported net income from unconsolidated equity affiliate) for the nine months ended September 30, 2012 was lower than the effective tax rate for the nine months ended September 30, 2011 due to due to the cumulative effect of the inflation adjustment on retained earnings.

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Discontinued Operations

On May 17, 2011, we closed the transaction to sell the Antelope Project. The sale had an effective date of March 1, 2011. We received cash proceeds of approximately $217.8 million which reflects increases to the purchase price for customary adjustments and deductions for transaction related costs. We do not have any continuing involvement with the Antelope Project. The related gain on the sale was reported in discontinued operations in the second quarter of 2011.

During the nine months ended September 30, 2012, we incurred $0.1 million of expense related to settlement of royalty payments to the Mineral Management Services and write-offs of $5.2 million of accounts and note receivable and $3.6 million of accounts payable and carry obligation related to the settlement of all outstanding claims with a private third party on the Antelope Project (see Notes to Consolidated Condensed Financial Statements, Note 2 – Summary of Significant Accounting Policies, Notes Receivable and Note 6 – Commitments and Contingencies).

Revenue and net loss on the disposition of the Antelope Project are shown in the table below:

	Nine Months Ended September 30,
	2012			2011
	(in thousands)
Revenues applicable to discontinued operations	$	—		$	6,488
Net income (loss) from discontinued operations		(1,699	)		95,435

Effects of Changing Prices, Foreign Exchange Rates and Inflation

Our results of operations and cash flow are affected by changing oil prices. Fluctuations in oil prices may affect our total planned development activities and capital expenditure program.

Our net foreign exchange losses attributable to our international operations were minimal for the nine months ended September 30, 2012 and 2011. There are many factors affecting foreign exchange rates and resulting exchange gains and losses, most of which are beyond our control. It is not possible for us to predict the extent to which we may be affected by future changes in exchange rates and exchange controls.

Venezuela imposed currency exchange restrictions in February 2003, and adjusted the official exchange rate in February 2004, March 2005, January 2010 and again in January 2011. On January 4, 2011, the Venezuelan government published in the Official Gazette the Exchange Agreement which eliminated the 2.60 Bolivars per U.S. Dollar exchange rate with an effective date of January 1, 2011.

Harvest Vinccler and Petrodelta do not have currency exchange risk other than the official prevailing exchange rate that applies to their operating costs denominated in Bolivars (4.30 Bolivars per U.S. Dollar). However, during the nine months ended September 30, 2012, Harvest Vinccler exchanged approximately $1.0 million through SITME and received an average exchange rate of 5.17 Bolivars per U.S. Dollar. The monetary assets that are exposed to exchange rate fluctuations are cash, accounts receivable, and other current assets. The monetary liabilities that are exposed to exchange rate fluctuations are accounts payable, accruals and other current liabilities. All monetary assets and liabilities incurred at the official Bolivar exchange rate are settled at the official Bolivar exchange rate. Petrodelta does not have, and has not had, any U.S. Dollars pending government approval for settlement for Bolivars at the official exchange rate or the SITME exchange rate. Harvest Vinccler currently does not have any U.S. Dollars pending government approval for settlement for Bolivars at the official exchange rate or the SITME exchange rate.

See Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Operations, Venezuela for a more complete discussion of the exchange agreements and their effects on our Venezuelan operations.

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Within the United States and other countries in which we conduct business, inflation has had a minimal effect on us, but it is potentially an important factor with respect to results of operations in Venezuela.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from adverse changes of the situation in Venezuela, our exploration program and adverse changes in oil prices, interest rates, foreign exchange and political risk, as discussed in our Annual Report on Form 10-K for the year ended December 31, 2011. The information about market risk for the nine months ended September 30, 2012 does not differ materially from that discussed in the Annual Report on Form 10-K for the year ended December 31, 2011.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. We have established disclosure controls and procedures that are designed to ensure the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on their evaluation as of September 30, 2012, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting during our most recent quarter ended September 30, 2012, that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In June 2012, the operator of the Budong PSC received notice of a claim related to the ownership of part of the land comprising the Karama-1 (“KD-1”) drilling site. The claim asserts that the land on which the drill site is located is partly owned by the claimant. The operator purchased the site from local landowners in January 2010, and the purchase was approved by BPMIGAS. The claimant is seeking compensation of 16 billion Indonesia Rupiah (approximately $1.7 million, $1.1 million net to our 64.51 percent cost sharing interest) for land that was purchased at a cost of $4,100 in January 2010. The formal mediation hearing to assess the conflicting claims of ownership scheduled for August 9, 2012 failed to resolve the claim, and a formal court hearing was scheduled for October 30, 2012. Counsel for the claimant was not prepared to submit written evidence and the hearing was adjourned until November 13, 2012. We and the Budong PSC operator dispute the landowner’s claim and plan to vigorously defend against it.

In October 2007, we entered into a Joint Exploration and Development Agreement (“JEDA”) with a private third party with respect to the Antelope Project. On January 11, 2011, in connection with the sale of each party’s interests in the Antelope Project (see Notes to Consolidated Condensed Financial Statements, Note 4 – Dispositions), we entered into a letter agreement with the private third party wherein the private third party agreed to reimburse us for certain expenses related to the sale of the two parties’ interests in the Antelope Project. The private third party disputes our calculation of the amount owed to us pursuant to the January 11, 2011 letter agreement. On March 11, 2011, we entered into a letter agreement with the private third party regarding certain obligations between the parties related to the JEDA. The private third party disputes our calculation of the amount due pursuant to one of the items in the March 11, 2011 letter agreement. At March 31, 2012, we had a note receivable outstanding from the private third party of $3.3 million (see Notes to Consolidated Condensed Financial Statements, Note 2 – Summary of Significant Accounting Policies, Notes Receivable), an account receivable from the private third party of $2.7 million, and an account payable outstanding to the private third party of $3.6 million related to the purchase in July 2010 of an incremental 10 percent interest in the Antelope Project. On June 13, 2012, the parties agreed to settle all outstanding claims for $0.8 million net payable to Harvest. Payment was received September 19, 2012.

See our Annual Report on Form 10-K for the year ended December 31, 2011 and our Quarterly Report for the period ended June 30, 2012 for a description of certain other legal proceedings. There have been no other material developments in such legal proceedings since the filing of such Annual Report.

Item 1A. Risk Factors

There is no assurance that the SPA will be completed, and our inability to consummate the SPA could harm the market price of our common stock and our business, results of operations and financial condition. If our stockholders fail to approve the proposed Transaction, or if the proposed Transaction is not completed for any other reason, the market price of our common stock may decline. In addition, failure to complete the proposed Transaction will result in a reduction in the amount of cash otherwise available to us and may substantially limit our ability to implement our business strategy and our ability to pay our obligations and continue as a going concern.

We cannot assure you that the SPA will be consummated. The consummation of the SPA is subject to the satisfaction or waiver of a number of conditions, including, among others, the requirement that we obtain stockholder approval of the SPA, requirements with respect to the accuracy of the representations and warranties of the parties to the SPA and requirements with respect to the satisfaction or waiver of the covenants and obligations of the parties to the SPA. In addition, the SPA may be terminated in certain circumstances under the terms of the SPA.

We cannot guarantee that the parties to the SPA will be able to meet all of the closing conditions of the SPA.

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If we are unable to meet all of the closing conditions, the Buyer would not be obligated to close the SPA. We also cannot be sure that circumstances, such as a material adverse effect, will not arise that would also allow the Buyer to terminate the SPA prior to closing. If the SPA is not approved by our stockholders or does not close, our Board of Directors will be forced to evaluate other alternatives, which may be less favorable to us than the SPA.

While the SPA is pending, it creates uncertainty about our future which could have a material and adverse effect on our business, financial condition and results of operations. While the SPA is pending, it creates uncertainty about our future. As a result of this uncertainty, our current or potential business partners may decide to delay, defer or cancel entering into new business arrangements with us pending completion or termination of the SPA. In addition, while the SPA is pending, we are subject to a number of risks, including:

• the diversion of management and employee attention from our day-to-day business;

• the potential disruption to business partners and other service providers; and

• the possible inability to respond effectively to competitive pressures, industry developments and future opportunities.

The occurrence of any of these events individually or in combination could have a material adverse effect on our business, financial condition and results of operation.

The SPA restricts our ability to manage the operations of Harvest Holding and its subsidiaries. The SPA contains provisions that obligate us to cause Harvest Holding and its subsidiaries to conduct their business in the ordinary course of business, and prohibit us from causing or permitting Harvest Holding and its subsidiaries from undertaking or entering into certain actions and transactions. These provisions restrict our ability to cause or permit Harvest Holding and its subsidiaries, other than Petrodelta, from, among other things, amending its governing documents, issuing securities, incurring indebtedness, and acquiring or selling assets. The SPA also prohibits us from causing or permitting Petrodelta from amending its governing document in certain respects. These prohibitions restrict us from causing or permitting Harvest Holding and its subsidiaries from taking certain actions or entering into certain transactions that we might otherwise deem to be in the best interest of those companies.

The SPA limits our ability to pursue alternatives to the SPA. The SPA contains provisions that make it more difficult for us to sell our interests in Venezuela to a party other than the Buyer or to enter into other transactions relating to our company as a whole. These provisions include a non-solicitation provision (including certain matching rights), a provision requiring that we submit the SPA to our stockholders for approval unless the SPA has been terminated in accordance with its terms, and provisions obligating us to pay the Buyer a termination fee of three percent of the purchase price under certain circumstances. These provisions could discourage a third party that might have an interest in acquiring all of or a significant part of our interests in Venezuela or our assets or company as a whole from considering or proposing such an acquisition, even if that party were prepared to pay consideration with a higher value than the consideration to be paid by the Buyer.

If the SPA is not completed, there may not be any other offers from potential acquirers. If the SPA is not completed, we may seek another purchaser for our interests in Venezuela. There can be no assurances that we would be able to enter into meaningful discussions or to otherwise complete any transaction with any other party who may have an interest in purchasing our Venezuelan interests on terms acceptable to us.

The SPA may expose us to contingent liabilities. Under the SPA, we have agreed to indemnify the Buyer for a breach or inaccuracy of any representation, warranty or covenant made by us in the SPA, subject to certain limitations. Significant indemnification claims by the Buyer could have a material adverse effect on our financial condition.

43

We are not permitted to terminate the SPA except in limited circumstances, and we may be required to pay a substantial termination fee to the Buyer if the SPA is terminated. The SPA does not generally allow us to terminate it, except in certain limited circumstances. If the SPA is terminated because our Board of Directors determines to accept a superior proposal (as defined in the SPA), we would be obligated to pay the Buyer a termination fee of $21.8 million, or three percent of the purchase price. In addition, if the SPA is terminated because our stockholders fail to approve the transaction at a time when we have an outstanding acquisition proposal and we enter into an alternative acquisition agreement with the person making such acquisition proposal within 12 months following the date of such termination, we would be obligated to pay the Buyer a termination fee of $21.8 million, or three percent of the purchase price. Any payment of the termination fee would substantially increase the cost of completing any alternative transaction involving our interests in Venezuela and would effectively reduce any net proceeds available to us resulting from the consummation of such an alternative transaction. If the SPA is terminated for other reasons under its terms, we would not be required to pay the termination fee, but those circumstances are narrowly defined in the SPA.

We operate in many different jurisdictions and we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-corruption laws. The U.S. Foreign Corrupt Practices Act (“FCPA”) and similar worldwide anti-corruption laws, including the U.K. Bribery Act 2010, which is broader in scope than the FCPA, generally prohibit companies and their intermediaries from making improper payments to government and other officials for the purpose of obtaining or retaining business. Our internal policies mandate compliance with these anti-corruption laws. Despite our training and compliance programs, we cannot be assured that our internal control policies and procedures will always protect us from acts of corruption committed by our employees or agents. Our continued expansion outside the U.S., including in developing countries, could increase the risk of such violations in the future. Violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our financial condition, results of operations and cash flows.

See our Annual Report on Form 10-K for the year ended December 31, 2011 under Item 1A Risk Factors for a description of other risk factors. There have been no other material developments in such risk factors since the filing of such Annual Report.

44

Item 6. Exhibits

(a) Exhibits

3.1	Amended and Restated Certificate of Incorporation. (Incorporated by reference to Exhibit 3.1 to our Form 10-Q filed on November 9, 2010, File No. 1-10762.)
3.2	Restated Bylaws as of May 17, 2007. (Incorporated by reference to Exhibit 3.1 to our Form 8-K filed on April 23, 2007, File No. 1-10762.)
4.1	Form of Common Stock Certificate. (Incorporated by reference to Exhibit 4.1 to our Form 10-K filed on March 17, 2008, File No. 1-10762.)
4.2	Certificate of Designation, Rights and Preferences of the Series B. Preferred Stock of Benton Oil and Gas Company, filed May 12, 1995. (Incorporated by reference to Exhibit 4.2 to our Form 10-Q filed on November 9, 2010, File No. 1-10762.)
4.3	Third Amended and Restated Rights Agreement, dated as of August 23, 2007, between Harvest Natural Resources, Inc. and Wells Fargo Bank, N.A. (Incorporated by reference to Exhibit 99.3 to our Form 8-A filed on October 23, 2007, File No. 1-10762.)
4.4	Amendment to Third Amended and Restated Rights Agreement, dated as of October 28, 2010, between Harvest Natural Resources, Inc. and Wells Fargo Bank, N.A. (Incorporated by reference to Exhibit 4.1 to our Form 8-K filed on October 29, 2010, File No. 1-10762.)
4.5	Indenture, dated as of October 11, 2012, between the Company and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to our Form 8-K filed on October 15, 2012, File No. 1-10762).
4.6	Form of Note (included as Exhibit 1 to the Indenture filed as Exhibit 4.1 to our Form 8-K filed on October 15, 2012, File No. 1-10762).
4.7	Warrant Agreement, dated as of October 11, 2012, between the Company and U.S. Bank National Association, as Warrant Agent (incorporated by reference to Exhibit 4.3 to our Form 8-K filed on October 15, 2012, File No. 1-10762).
4.8	Form of Warrant (included as Exhibit A to the Warrant Agreement filed as Exhibit 4.3 to our Form 8-K filed on October 15, 2012, File No. 1-10762).
10.1	Securities Purchase Agreement, dated as of October 11, 2012, among Harvest Natural Resources, Inc. and the purchasers named therein (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on October 15, 2012, File No. 1-10762).
31.1	Certification of the principal executive officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification accompanying Quarterly Report on Form 10-Q pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350 executed by James A. Edmiston, President and Chief Executive Officer.
32.2	Certification accompanying Quarterly Report on Form 10-Q pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350 executed by Stephen C. Haynes, Vice President, Chief Financial Officer and Treasurer.
101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.LAB	XBRL Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document

45

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HARVEST NATURAL RESOURCES, INC.
Dated: November 9, 2012	By:	/s/ James A. Edmiston
		James A. Edmiston
		President and Chief Executive Officer
Dated: November 9, 2012	By:	/s/ Stephen C. Haynes
		Stephen C. Haynes
		Vice President - Finance, Chief Financial Officer and Treasurer

46

Exhibit Index

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1(i) to our Form 10-Q filed on August 13, 2002, File No. 1-10762).
3.2	Restated Bylaws as of May 17, 2007. (Incorporated by reference to Exhibit 3.1 to our Form 8-K filed on April 23, 2007, File No. 1-10762.)
4.1	Form of Common Stock Certificate. (Incorporated by reference to Exhibit 4.1 to our Form 10-K filed on March 17, 2008. File No. 1-10762.)
4.2	Certificate of Designation, Rights and Preferences of the Series B. Preferred Stock of Benton Oil and Gas Company, filed May 12, 1995. (Incorporated by reference to Exhibit 4.1 to our Form 10-Q filed on May 13, 2002, File No. 1-10762.)
4.3	Third Amended and Restated Rights Agreement, dated as of August 23, 2007, between Harvest Natural Resources, Inc. and Wells Fargo Bank, N.A. (Incorporated by reference to Exhibit 99.3 to our Form 8-A filed on October 23, 2007, File No. 1-10762.)
4.4	Amendment to Third Amended and Restated Rights Agreement, dated as of October 28, 2010, between Harvest Natural Resources, Inc. and Wells Fargo Bank, N.A. (Incorporated by reference to Exhibit 4.1 to our Form 8-K filed on October 29, 2010, File No. 1-10762.)
4.5	Indenture, dated as of October 11, 2012, between the Company and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to our Form 8-K filed on October 15, 2012, File No. 1-10762).
4.6	Form of Note (included as Exhibit 1 to the Indenture filed as Exhibit 4.1 to our Form 8-K filed on October 15, 2012, File No. 1-10762).
4.7	Warrant Agreement, dated as of October 11, 2012, between the Company and U.S. Bank National Association, as Warrant Agent (incorporated by reference to Exhibit 4.3 to our Form 8-K filed on October 15, 2012, File No. 1-10762).
4.8	Form of Warrant (included as Exhibit A to the Warrant Agreement filed as Exhibit 4.3 to our Form 8-K filed on October 15, 2012, File No. 1-10762).
10.1	Securities Purchase Agreement, dated as of October 11, 2012, among Harvest Natural Resources, Inc. and the purchasers named therein (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on October 15, 2012, File No. 1-10762).
31.1	Certification of the principal executive officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification accompanying Quarterly Report on Form 10-Q pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350 executed by James A. Edmiston, President and Chief Executive Officer.
32.2	Certification accompanying Quarterly Report on Form 10-Q pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350 executed by Stephen C. Haynes, Vice President, Chief Financial Officer and Treasurer.
101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.LAB	XBRL Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document

47

EX-31.1

EXHIBIT 31.1

I, James A. Edmiston, certify that:

1. I have reviewed this report on Form 10-Q of Harvest Natural Resources, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2012

By:	/s/ James A. Edmiston
	James A. Edmiston
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

I, Stephen C. Haynes, certify that:

1. I have reviewed this report on Form 10-Q of Harvest Natural Resources, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2012

By:	/s/ Stephen C. Haynes
	Stephen C. Haynes
	Vice President - Finance, Chief Financial Officer and Treasurer

EX-32.1

EXHIBIT 32.1

Accompanying Certificate

Pursuant to Rule 13a – 14(b) or Rule 15d – 14(b)

and 18 U.S.C Section 1350

Not Filed Pursuant to the Securities Exchange Act of 1934

The undersigned Chief Executive Officer of Harvest Natural Resources, Inc. (the “Company”) does hereby certify as follows:

This report on Form 10-Q of Harvest Natural Resources, Inc. for the period ended September 30, 2012 and filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 9, 2012	By:	/s/ James A. Edmiston
		James A. Edmiston
		President and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

Accompanying Certificate

Pursuant to Rule 13a – 14 (b) or Rule 15d – 14(b)

and 18 U.S.C Section 1350

Not Filed Pursuant to the Securities Exchange Act of 1934

The undersigned Chief Financial Officer of Harvest Natural Resources, Inc. (the “Company”) does hereby certify as follows:

This report on Form 10-Q of Harvest Natural Resources, Inc. for the period ended September 30, 2012 and filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 9, 2012	By:	/s/ Stephen C. Haynes
		Stephen C. Haynes
		Vice President - Finance, Chief Financial Officer and Treasurer

XML

Long-Term Debt (Details Textual) (USD $)	9 Months Ended							1 Months Ended
	Sep. 30, 2012	Aug. 31, 2012	Mar. 31, 2012	Mar. 14, 2012	Dec. 31, 2011	Oct. 31, 2011	Feb. 17, 2010	Aug. 31, 2012 Senior notes [Member]	Mar. 31, 2012 Senior notes [Member]	Oct. 31, 2011 Senior notes [Member]	Feb. 17, 2010 Convertible notes payable [Member] Senior notes [Member]
Long-Term Debt (Textual) [Abstract]
Debt Instrument, Interest Rate, Stated Percentage											8.25%
Principal amount of senior convertible notes	$ 1,000
Senior convertible notes, exchanged								6,500,000	16,000,000	500,000
Long-Term Debt (Additional Textual) [Abstract]
Offering cost of senior convertible notes					31,535,000		32,000,000
Interest payable semi-annually	March 1 and September 1 of each year, beginning September 1, 2010
Debt instrument, maturity date	Mar. 01, 2013
Debt instrument, convertible, conversion price							$ 5.71
Convertible debt equity instruments conversion price		$ 5.60	$ 5.56			$ 5.71
Conversion of notes to shares							175.2234
Convertible Debt equity instruments issued		1,200,000	2,900,000			100,000
Issue of common stock in exchange for foregoing interest		100,000		100,000
Financing costs associated with the senior convertible notes	300,000				1,000,000
Common stock, Per share		$ 9.13	$ 8.16
Foregoing interest rate period	1 year
Value of equity instruments issued in lieu of cash interest on convertible debt		$ 500,000	$ 1,300,000

XML

Indonesia (Details Textual) (Budong PSC [Member], USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended
	Sep. 30, 2012 Well	Sep. 30, 2012	Dec. 31, 2011
Budong PSC [Member]
Indonesia (Textual) [Abstract]
Extended period of initial exploration phase		4 years
Drilling costs expensed to dry hole costs		$ 0.7
Unproved oil and gas properties	$ 7.7	$ 7.7	$ 6.8
Number of wells for exploration program	1
Expiration date of contract		Jan. 15, 2013
Period of initial exploration phase		6 years
Current percentage of original contract area		55.00%
Reduced percentage of original contract area		20.00%

XML

Investment in Equity Affiliate - Petrodelta (Details 1) (Petrodelta's [Member], USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Petrodelta's [Member]
Schedule of assets and liabilities
Current assets	$ 1,384,898	$ 979,868
Property and equipment	467,431	409,941
Other assets	178,620	146,499
Current liabilities	1,124,503	808,955
Other liabilities	61,926	53,073
Net equity	$ 844,520	$ 674,280

XML

Summary of Significant Accounting Policies (Details 1) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Earnings Per Share
Income from continuing operations	$ 6,412	$ 7,675	$ 14,284	$ 3,138
Discontinued operations	(595)	36	(1,699)	95,435
NET INCOME ATTRIBUTABLE TO HARVEST	$ 5,817	$ 7,711	$ 12,585	$ 98,573
Weighted average common shares outstanding	38,067	34,174	36,780	34,053
Effect of dilutive securities	713	4,381	234	5,694
Weighted average common shares, diluted	38,780	38,555	37,014	39,747
Basic Earnings Per Share:
Income from continuing operations	$ 0.17	$ 0.23	$ 0.39	$ 0.09
Income (loss) from discontinued operations	$ (0.02)		$ (0.05)	$ 2.80
Basic earnings per share	$ 0.15	$ 0.23	$ 0.34	$ 2.89
Diluted Earnings Per Share:
Income from continuing operations	$ 0.17	$ 0.20	$ 0.39	$ 0.08
Income (loss) from discontinued operations	$ (0.02)		$ (0.05)	$ 2.40
Diluted earnings per share	$ 0.15	$ 0.20	$ 0.34	$ 2.48

XML

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2012

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 interests.

Presentation of Comprehensive Income

Presentation of Comprehensive Income

We adopted Accounting Standards Update (“ASU”) No. 2011-05 (ASU 2011-05), which is included in Accounting Standards Codification (“ASC”) 220, “Comprehensive Income” (“ASC 220”), effective January 1, 2012 and have elected to utilize the “single continuous statement” for presentation of all nonowner changes in stockholders’ equity.

Reporting and Functional Currency

Reporting and Functional Currency

The United States Dollar (“U.S. Dollar”) is the reporting and functional currency for all of our controlled subsidiaries and Petrodelta. Amounts denominated in non-U.S. Dollar currencies are re-measured into U.S. Dollars, and all currency gains or losses are recorded in the consolidated statement of operations. There are many factors that affect foreign exchange rates and the resulting exchange gains and losses, many of which are beyond our influence.

See Note 9 – Venezuela for a discussion of currency exchange risk on Harvest Vinccler’s and Petrodelta’s businesses.

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. Restricted cash at December 31, 2011 represents cash held in a U.S. bank used as collateral for a standby letter of credit issued as a payment guarantee for electric wireline services to be provided during the drilling of the two exploratory wells on the Block 64 EPSA (see Note 13 – Oman). The restricted cash was returned to us on April 18, 2012.

Financial Instruments

Financial Instruments

Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable and notes payable. Cash and cash equivalents are placed with commercial banks with high credit ratings. This diversified investment policy limits our exposure both to credit risk and to concentrations of credit risk.

Current portion of long-term debt at September 30, 2012 consisted of $9.0 million of fixed-rate unsecured senior convertible notes maturing on March 1, 2013 unless earlier redeemed, purchased or converted. Total long-term debt at December 31, 2011 consisted of $31.5 million of fixed-rate unsecured senior convertible notes maturing on March 1, 2013 unless earlier redeemed, purchased or converted. See Note 5 – Long-Term Debt.

Notes Receivable

Notes Receivable

Notes receivable bear interest and can have due dates that are less than one year or more than one year. Amounts outstanding under the notes bear interest at a rate based on the current prime rate and are recorded at face value. Interest is recognized over the life of the note. We may or may not require collateral for the notes.

Each note is analyzed to determine if it is impaired pursuant to ASU 2010-20, which is included in ASC 310, “Receivables”. A note is impaired if it is probable that we will not collect all principal and interest contractually due. We do not accrue interest when a note is considered impaired. All cash receipts on impaired notes are applied to reduce the accrued interest on the note until the interest is made current and, thereafter, applied to reduce the principal amount of such notes.

Our note receivable related to a prospect leasing cost financing arrangement. The note receivable plus accrued interest was approximately $3.3 million at December 31, 2011, and was secured by a portion of the production from the Bar F #1-20-3-2 in Utah. See Note 6 – Commitments and Contingencies for a discussion of the settlement of the note receivable.

Other Assets

Other Assets

Other assets consist of investigative costs associated with new business development projects, deferred financing costs and a long-term receivable for value added tax (“VAT”) credits related to the Budong PSC. Investigative costs are reclassified to oil and gas properties or expensed depending on management’s assessment of the likely outcome of the project. Deferred financing costs relate to specific financing and are amortized over the life of the financing to which the costs relate. See Note 5 – Long-Term Debt. The VAT receivable is reimbursed through the sale of hydrocarbons (see Note 11 – Indonesia for development plans for the Budong PSC).

At September 30, 2012, other assets consisted of $1.0 million of investigative costs, $0.3 million of deferred financing costs and $3.7 million of long-term VAT receivable. At December 31, 2011, other assets consisted of $0.4 million of investigative costs, $1.0 million of deferred financing costs and $3.3 million of long-term VAT receivable. During the nine months ended September 30, 2012, $0.7 million of investigative costs were reclassified to expense.

Other Assets at September 30, 2012 also includes a blocked payment of $0.7 million (December 31, 2011: $0.7 million) net to our 66.667 percent interest 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 6 – Commitments and Contingencies.

Investment in Equity Affiliates

Investment in Equity Affiliates

We evaluate our investments in unconsolidated companies under ASC 323, “Investments – Equity Method and Joint Ventures.” Investments in which we have significant influence are accounted for under the equity method of accounting. Under the equity method, Investment in Equity Affiliates is increased by additional investments and earnings and decreased by dividends and losses. We review our Investment in Equity Affiliates for impairment whenever events and circumstances indicate a loss in investment value is other than a temporary decline.

There are many factors to consider when evaluating an equity investment for possible impairment. Currency devaluations, inflationary economies, and cash flow analysis are some of the factors we consider in our evaluation for possible impairment. At September 30, 2012, there were no events that would indicate that our equity investment in Petrodelta had sustained a loss in value that is other than temporary.

Property and Equipment

Property and Equipment

We use the successful efforts method of accounting for oil and gas properties. The major components of property and equipment are as follows:

	September 30, 2012			December 31, 2011
	(in thousands)
Unproved property costs	$	69,079		$	62,842
Oilfield inventories		3,102			2,829
Other administrative property		3,247			3,176
Total property and equipment		75,428			68,847
Accumulated depreciation and amortization		(2,364	)		(2,048	)
Total property and equipment, net	$	73,064		$	66,799

Capitalized Interest

Capitalized Interest

We capitalize interest costs for qualifying oil and gas properties. The capitalization period begins when expenditures are incurred on qualified properties, activities begin which are necessary to prepare the property for production and interest costs have been incurred. The capitalization period continues as long as these events occur. The average additions for the period are used in the interest capitalization calculation. During the three and nine months ended September 30, 2012, we capitalized interest costs of $0.4 million and $1.7 million, respectively, for qualifying oil and gas property additions. During the three and nine months ended September 30, 2011, we capitalized interest costs of $0.6 million and $1.6 million, respectively, for qualifying oil and gas property.

Fair Value Measurements

Fair Value Measurements

We measure and disclose fair values in accordance with the provisions of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”). This guidance defines fair value in applying USGAAP, establishes a framework for measuring fair value and expands disclosures about fair-value measurements, but does not change existing guidance as to whether or not an instrument is carried at fair value. ASC 820 also establishes a fair-value hierarchy.

• Level 1 inputs are quoted prices (unadjusted) for identical assets or liabilities in active markets that we have the ability to access at the measurement date. Our Level 1 fair value measurements consist of cash and cash equivalents in a money market fund comprised of high quality, short term investments with minimal credit risk. At September 30, 2012, the carrying value and fair value of our cash and cash equivalents held in money market funds was $17.8 million (December 31, 2011: $51.4 million).

• Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Our Level 2 fair value measurements consist of our senior convertible notes. The estimated fair value of our senior convertible notes is based on the most recent market trades of the debt and weighted by the size of the trades. As of September 30, 2012, the carrying value of our senior convertible notes was $9.0 million (December 31, 2011: $31.5 million). As of September 30, 2012, the estimated fair value of our senior convertible notes was $15.8 million (December 31, 2011: $39.2 million).

• Level 3 inputs are unobservable inputs for the asset or liability. Valuation techniques include pricing models and discounted cash flow models in which one or more significant inputs are unobservable, including our own assumptions. The pricing model incorporates transaction details such as contractual terms, maturity and, in certain instances, timing and amount of future cash flows, as well as assumptions related to liquidity and credit valuation adjustments of marketplace participants. Our Level 3 fair value measurements consist of our note receivable. The note receivable is not publicly traded and not easily transferable. As of September 30, 2012, our note receivable had been settled (see Note 6 – Commitments and Contingencies). The estimated fair value of our note receivable approximates the note receivable carrying value of $3.3 million at December 31, 2011.

Earnings Per Share

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.

	Three Months Ended September 30,
	2012			2011
	(in thousands, except per share data)
Income from continuing operations (a)	$	6,412		$	7,675
Discontinued operations		(595	)		36
Net income attributable to Harvest	$	5,817		$	7,711
Weighted average common shares outstanding		38,067			34,174
Effect of dilutive securities		713			4,381
Weighted average common shares, diluted		38,780			38,555
Basic Earnings Per Share:
Income from continuing operations	$	0.17		$	0.23
Income from discontinued operations		(0.02	)		—
Basic earnings per share	$	0.15		$	0.23
Diluted Earnings Per Share:
Income from continuing operations	$	0.17		$	0.20
Income from discontinued operations		(0.02	)		—
Diluted earnings per share	$	0.15		$	0.20
	Nine Months Ended September 30,
	2012			2011
	(in thousands, except per share data)
Income from continuing operations (a)	$	14,284		$	3,138
Discontinued operations		(1,699	)		95,435
Net income attributable to Harvest	$	12,585		$	98,573
Weighted average common shares outstanding		36,780			34,053
Effect of dilutive securities		234			5,694
Weighted average common shares, diluted		37,014			39,747
Basic Earnings Per Share:
Income from continuing operations	$	0.39		$	0.09
Income (loss) from discontinued operations		(0.05	)		2.80
Basic earnings per share	$	0.34		$	2.89
Diluted Earnings Per Share:
Income from continuing operations	$	0.39		$	0.08
Income (loss) from discontinued operations		(0.05	)		2.40
Diluted earnings per share	$	0.34		$	2.48

^(a)  Includes net income attributable to noncontrolling interest.

The three months ended September 30, 2012 per share calculations above exclude 2.9 million options and 1.6 million warrants because they were anti-dilutive. The three months ended September 30, 2011 per share calculations above exclude 0.7 million options and 1.6 million warrants because they were anti-dilutive.

The nine months ended September 30, 2012 per share calculations above exclude 3.1 million options and 1.6 million warrants because they were anti-dilutive. The nine months ended September 30, 2011 per share calculations above exclude 0.7 million options and 1.6 million warrants because they were anti-dilutive.

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Oman (Details Textual) (EPSA [Member], USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Dec. 31, 2011
EPSA [Member]
Oman (Textual) [Abstract]
Period of Second Phase Exploration Period	3 years
Extension period for First Exploration Period	1 year
Second exploration phase work commitment	$ 11.0
Expiration date of First Exploration Period	May 2013
Drilling costs expensed to dry hole costs	4.9
Unproved oil and gas properties	$ 5.8	$ 5.3

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Operating Segments (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Segment Income (Loss)
Segment Income (Loss)	$ (6,661)	$ (5,977)	$ (27,579)	$ (25,783)
Net income attributable to Harvest	5,817	7,711	12,585	98,573
Operating Segments [Member]
Segment Income (Loss)
Net income attributable to Harvest	5,817	7,711	12,585	98,573
Operating Segments [Member] | Discontinued operations (Antelope Project) [Member]
Segment Income (Loss)
Segment Income (Loss)	(595)	36	(1,699)	95,435
Operating Segments [Member] | Venezuela [Member]
Segment Income (Loss)
Segment Income (Loss)	15,372	13,918	45,820	41,247
Operating Segments [Member] | Indonesia [Member]
Segment Income (Loss)
Segment Income (Loss)	(1,291)	(1,557)	(4,992)	(4,571)
Operating Segments [Member] | Gabon [Member]
Segment Income (Loss)
Segment Income (Loss)	(1,732)	(620)	(4,717)	(1,679)
Operating Segments [Member] | Oman [Member]
Segment Income (Loss)
Segment Income (Loss)	(704)	(544)	(7,235)	(1,589)
Operating Segments [Member] | United States [Member]
Segment Income (Loss)
Segment Income (Loss)	$ (5,233)	$ (3,522)	$ (14,592)	$ (30,270)

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Dispositions (Details Textual) (USD $)	1 Months Ended		3 Months Ended	9 Months Ended			9 Months Ended	1 Months Ended		9 Months Ended	1 Months Ended	9 Months Ended
	Nov. 30, 2010	Jun. 30, 2010	Sep. 30, 2012	Sep. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2012 Harvest Vinccler [Member]	Jun. 30, 2012 HNR Energia [Member]	Jun. 30, 2012 Vinccler [Member]	Sep. 30, 2012 Antelope Project [Member]	Jun. 30, 2012 Harvest Holding [Member]	Sep. 30, 2012 Harvest Holding [Member] HNR Energia [Member]	Sep. 30, 2012 Petrodelta [Member]
Dispositions (Textual) [Abstract]
Interest directly owned by HNR Energia in Harvest Holding							80.00%	80.00%				80.00%
Interest held in Petrodelta by Harvest Holding											40.00%		40.00%
Interest indirectly owned by Oil & Gas Technology Consultants in Harvest Holding									20.00%
Cash purchase price for share purchase agreement												$ 725,000,000
Indirect interest held in Petrodelta by HNR	32.00%	32.00%		32.00%									32.00%
Partner interest in equity method investee													60.00%
Closed transaction to sell										May 17, 2011
Effective date of sale										Mar. 01, 2011
Write-offs of notes receivable										5,200,000
Accounts payable, carry obligation					3,600,000	3,596,000				3,600,000
Dispositions (Additional Textual) [Abstract]
Approval of Harvest's stockholders				90 days
Share purchase agreement deposit			108,800,000	108,800,000
Approval of Buyer's stockholders				Nov. 21, 2012
Share purchase agreement deposit percentage of purchase price			15.00%	15.00%
Share purchase agreement break up fee amount				21,800,000
Share purchase agreement break up fee percentage			3.00%	3.00%
Proceeds from sale of projects				217,800,000
Expense related to settlement of royalty payments				100,000
Reclassification of income tax expense from discontinued operation to continuing operation			$ 600,000

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Stock-Based Compensation (Details Textual) (USD $)	9 Months Ended		12 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011	Mar. 30, 2012
Stock Based Compensation (Textual) [Abstract]
Exercise of stock options, shares	100,000	200,000
Cash proceeds	$ 700,000	$ 900,000	$ 924,000
Equity distribution agreement date	Mar. 30, 2012
Maximum aggregate issue price of common stock				$ 75,000,000
ATM, shares	0

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Investment in Equity Affiliate - Petrodelta (Details Textual) (USD $)	1 Months Ended		3 Months Ended	9 Months Ended		1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended	9 Months Ended	1 Months Ended	9 Months Ended
	Nov. 30, 2010	Jun. 30, 2010	Sep. 30, 2012	Sep. 30, 2012 bbl	Dec. 31, 2011	May 31, 2012 Petrodelta's [Member]	Sep. 30, 2012 Petrodelta's [Member]	Sep. 30, 2011 Petrodelta's [Member]	Sep. 30, 2012 Petrodelta's [Member]	Sep. 30, 2011 Petrodelta's [Member]	Dec. 31, 2011 Petrodelta's [Member]	Sep. 30, 2012 Petrodelta's [Member] Venezuela [Member]	Nov. 30, 2010 HNR Finance [Member]	Sep. 30, 2012 HNR Finance [Member]
Investment in Equity Affiliates (Textual) [Abstract]
Advance payment									$ 400,000		$ 800,000
Repayment of advance									100,000		100,000
Advances to equity affiliate			2,690,000	2,690,000	2,388,000		2,700,000		2,700,000
Windfall profits tax							71,982,000	69,424,000	231,407,000	161,895,000
Royalties paid to Venezuela												70
Reduction in royalty							26,200,000	8,000,000	93,600,000	52,700,000
Reduction in royalty net to interest by parent indirectly							8,400,000	2,600,000	30,000,000	16,900,000
Equity interest in unconsolidated equity affiliate							40.00%	40.00%	40.00%	40.00%
Percentage of interest owned by parent indirectly	32.00%	32.00%		32.00%		32.00%			32.00%	32.00%				40.00%
Royalty paid in-cash							3.33%	3.33%	3.33%	3.33%
Royalty paid in-kind							30.00%	30.00%	30.00%	30.00%
Oil sales, net							2,700,000	800,000	9,400,000	5,300,000
Oil sales, net to parent indirectly							900,000	300,000	3,000,000	1,700,000
Dividends common stock cash from equity method investee	30,600,000
Dividends declared to HNR Finance													12,200,000	105,500,000
Organic Law on Sports, Physical Activity and Physical Education, Publishing date							Aug. 23, 2011		Aug. 23, 2011
Organic Law on Sports, Physical Activity and Physical Education, Beginning date							Jan. 01, 2012		Jan. 01, 2012
Contribution to sports law									0.01
Liability for Sports law contribution							700,000		100,000
Liability for Sports law contribution by parent indirectly			200,000	30,000
Equity Method Investee Gross									100.00%
Net revenue reduced amount before tax									8,600,000
Net revenue reduced amount net of tax									4,300,000
Net revenue reduced amount before tax by parent indirectly									2,800,000
Net Revenue Reduced Amount Net of Tax by Parent Indirectly									1,400,000
Investment in Equity Affiliates (Additional Textual) [Abstract]
Dividends common stock cash from equity method investee due to indirect ultimate Owner	9,800,000
Total production, barrels				3,000,000
No of barrels for parent indirectly				1,000,000
Total production value				273,300,000
Value for parent indirectly				$ 87,500,000

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Organization

9 Months Ended

Sep. 30, 2012

Organization [Abstract]

Organization

Note 1 – Organization

Interim Reporting

In our opinion, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position as of September 30, 2012, and the results of operations and cash flows for the three and nine months ended September 30, 2012 and 2011. The unaudited consolidated financial statements are presented in accordance with the requirements of Form 10-Q and do not include all disclosures normally required by accounting principles generally accepted in the United States of America (“USGAAP”). Reference should be made to our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011 which include certain definitions and a summary of significant accounting policies and should be read in conjunction with this Quarterly Report on Form 10-Q. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

Organization

Harvest Natural Resources, Inc. (“Harvest”) is an independent energy company engaged in the acquisition, exploration, development, production and disposition of oil and natural gas properties since 1989, when it was incorporated under Delaware law.

We have acquired and developed significant interests in the Bolivarian Republic of Venezuela (“Venezuela”). Our Venezuelan interests are owned through Harvest-Vinccler Dutch Holding, B.V., a Dutch private company with limited liability (“Harvest Holding”). Our ownership of Harvest Holding is through HNR Energia, B.V. (“HNR Energia”) in which we have a direct controlling interest. Through HNR Energia, we indirectly own 80 percent of Harvest Holding and our partner, Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a controlled affiliate of Venezolana de Inversiones y Construcciones Clerico, C.A. (“Vinccler”), indirectly owns the remaining 20 percent interest of Harvest Holding. Harvest Holding owns, indirectly through wholly owned subsidiaries, a 40 percent of Petrodelta, S.A. (“Petrodelta”). As we indirectly own 80 percent of Harvest Holding, we indirectly own a net 32 percent interest in Petrodelta, and Vinccler indirectly owns eight percent. Corporación Venezolana del Petroleo S.A. (“CVP”) owns the remaining 60 percent of Petrodelta. Petroleos de Venezuela S.A. (“PDVSA”) owns 100 percent of CVP. Harvest Holding has a direct controlling interest in Harvest Vinccler S.C.A. (“Harvest Vinccler”). Harvest Vinccler’s main business purposes are to assist us in the management of Petrodelta and in negotiations with PDVSA. We do not have a business relationship with Vinccler outside of Venezuela.

In addition to our interests in Venezuela, we hold exploration acreage in four projects:

• Mainly onshore in West Sulawesi in the Republic of Indonesia (“Indonesia”) through a Production Sharing Contract (“Budong PSC”) (see Note 11 – Indonesia),

• Offshore of the Republic of Gabon (“Gabon”) through the Dussafu Marin Permit (“Dussafu PSC”) (see Note 12 – Gabon),

• Onshore in the Sultanate of Oman (“Oman”) through the Oman Exploration and Production Sharing Agreement Al Ghubar / Qarn Alam license (“Block 64 EPSA”) (see Note 13 – Oman), and

• Offshore of the People’s Republic of China (“China”) through a Petroleum Contract.

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Operating Segments (Details 1) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Operating Segment Assets
Operating Segment Assets, gross	$ 736,698	$ 691,752
Intersegment eliminations	(209,416)	(178,705)
TOTAL ASSETS	527,282	513,047
Venezuela [Member]
Operating Segment Assets
Operating Segment Assets, gross	408,550	348,802
Indonesia [Member]
Operating Segment Assets
Operating Segment Assets, gross	13,005	16,098
Gabon [Member]
Operating Segment Assets
Operating Segment Assets, gross	57,420	56,926
Oman [Member]
Operating Segment Assets
Operating Segment Assets, gross	6,669	7,152
United States [Member]
Operating Segment Assets
Operating Segment Assets, gross	$ 251,054	$ 262,774

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Operating Segments (Tables)

9 Months Ended

Sep. 30, 2012

Operating Segments [Abstract]

Segment Income (Loss)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
				(in thousands)
Segment Income (Loss)
Venezuela	$	15,372		$	13,918		$	45,820		$	41,247
Indonesia		(1,291	)		(1,557	)		(4,992	)		(4,571	)
Gabon		(1,732	)		(620	)		(4,717	)		(1,679	)
Oman		(704	)		(544	)		(7,235	)		(1,589	)
United States		(5,233	)		(3,522	)		(14,592	)		(30,270	)
Discontinued operations (Antelope Project)		(595	)		36			(1,699	)		95,435
Net income attributable to Harvest	$	5,817		$	7,711		$	12,585		$	98,573

Operating Segment Assets

	September 30, 2012			December 31, 2011
	(in thousands)
Operating Segment Assets
Venezuela	$	408,550		$	348,802
Indonesia		13,005			16,098
Gabon		57,420			56,926
Oman		6,669			7,152
United States		251,054			262,774
		736,698			691,752
Intersegment eliminations		(209,416	)		(178,705	)
Total Assets	$	527,282		$	513,047

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Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2012

Long-Term Debt [Abstract]

Summary of long-term debt

	September 30, 2012		December 31, 2011
	(in thousands)
Senior convertible notes, unsecured, with interest at 8.25%
See description below	$	9,000	$	31,535
Less current portion		9,000		—
Long term portion	$	—	$	31,535

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Venezuela (Details Textual) In Millions, unless otherwise specified	1 Months Ended		9 Months Ended	1 Months Ended	9 Months Ended			3 Months Ended				9 Months Ended
	Nov. 30, 2010	Jun. 30, 2010	Sep. 30, 2012 VEB	May 31, 2012 Petrodelta's [Member]	Sep. 30, 2012 Petrodelta's [Member] VEB	Sep. 30, 2011 Petrodelta's [Member]	May 07, 2012 Petrodelta's [Member] USD ($)	Sep. 30, 2012 SITME [Member] USD ($)	Sep. 30, 2012 SITME [Member] VEB	Sep. 30, 2011 SITME [Member] USD ($)	Sep. 30, 2011 SITME [Member] VEB	Sep. 30, 2012 SITME [Member] USD ($)	Sep. 30, 2012 SITME [Member] VEB	Sep. 30, 2011 SITME [Member] USD ($)	Sep. 30, 2011 SITME [Member] VEB	Sep. 30, 2012 Harvest Vinccler [Member] USD ($)
Venezuela (Textual) [Abstract]
Exchange value of foreign currency to domestic currency			4.30					$ 0.40	5.23	$ 0.30	5.15	$ 1.00	5.17	$ 0.70	5.17
Assets Account, Balance					236.9											5.6
Liabilities Account, Balance					3,570.4											8.6
Petrodelta estimated the financial impact of the Labor Law on its business							0.4
Petrodelta estimated the financial impact of the Labor Law on its business, net							$ 0.1
Indirect interest held in Petrodelta by HNR	32.00%	32.00%	32.00%	32.00%	32.00%	32.00%

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Investment in Equity Affiliate - Petrodelta (Tables)

9 Months Ended

Sep. 30, 2012

Investment in Equity Affiliate - Petrodelta [Abstract]

Summary of financial information

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
				(in thousands)
Revenues:
Oil sales	$	324,608		$	304,969		$	967,579		$	814,557
Gas sales		635			917			2,369			2,322
Royalty		(108,371	)		(98,013	)		(321,807	)		(271,542	)
		216,872			207,873			648,141			545,337
Expenses:
Operating expenses		34,246			20,027			75,890			52,993
Workovers		2,855			4,856			11,912			18,352
Depletion, depreciation and amortization		22,238			15,687			61,878			41,405
General and administrative		5,418			3,310			15,345			6,162
Windfall profits tax		71,982			69,424			231,407			161,895
		136,739			113,304			396,432			280,807
Income from operations		80,133			94,569			251,709			264,530
Investment earnings and other		2			161			4			513
Interest expense		(2,975	)		(2,107	)		(7,578	)		(6,525	)
Income before income tax		77,160			92,623			244,135			258,518
Current income tax expense		32,678			52,319			106,016			137,280
Deferred income tax benefit		(1,237	)		(16,709	)		(32,121	)		(44,984	)
Net income		45,719			57,013			170,240			166,222
Adjustment to reconcile to reported net income from unconsolidated equity affiliate:
Deferred income tax expense (benefit)		(2,501	)		9,939			25,798			27,836
Net income equity affiliate		48,220			47,074			144,442			138,386
Equity interest in unconsolidated equity affiliate		40	%		40	%		40	%		40	%
Income before amortization of excess basis in equity affiliate		19,288			18,830			57,777			55,354
Conform depletion expense to USGAAP		1,511			142			3,468			(155	)
Amortization of excess basis in equity affiliate		(567	)		(496	)		(1,594	)		(1,369	)
Net income from unconsolidated equity affiliate	$	20,232		$	18,476		$	59,651		$	53,830

Schedule of assets and liabilities

	September 30, 2012		December 31, 2011
	(in thousands)
Current assets	$	1,384,898	$	979,868
Property and equipment		467,431		409,941
Other assets		178,620		146,499
Current liabilities		1,124,503		808,955
Other liabilities		61,926		53,073
Net equity		844,520		674,280

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Organization (Details Textual)	1 Months Ended		9 Months Ended
	Nov. 30, 2010	Jun. 30, 2010	Sep. 30, 2012
Organization (Textual) [Abstract]
Indirect interest held in Petrodelta by HNR	32.00%	32.00%	32.00%
Organization (Additional Textual) [Abstract]
Percentage of Interest Owned by Noncontrolling Interest Indirectly			8.00%
Percentage of Interest Owned by PDVSA in CVP			100.00%
Petrodelta's [Member]
Organization (Textual) [Abstract]
Interest held in Petrodelta by Harvest Holding			40.00%
Indirect interest held in Petrodelta by HNR			32.00%
Partner interest in equity method investee			60.00%
Harvest Holding [Member]
Organization (Textual) [Abstract]
Interest directly owned by HNR Energia in Harvest Holding			80.00%
Oil & Gas Technology Consultants [Member]
Organization (Textual) [Abstract]
Interest indirectly owned by Oil & Gas Technology Consultants in Harvest Holding			20.00%

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Consolidated Condensed Statements of Cash Flows (Unaudited) (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Consolidated Condensed Statements of Cash Flows [Abstract]
Restricted Stock Units, Shares settled	70,994
Restricted Stock, Shares Settled		200,000
Restricted Stock Units, Value.	$ 0.4
Restricted Stock, Value		$ 2.0
Restricted stock, shares for tax withholdings on cash basis in treasury	7,789	45,532

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Summary of Significant Accounting Policies (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Major components of property and equipment
Unproved property costs	$ 69,079	$ 62,842
Oilfield inventories	3,102	2,829
Other administrative property	3,247	3,176
TOTAL PROPERTY AND EQUIPMENT	75,428	68,847
Accumulated depreciation and amortization	(2,364)	(2,048)
TOTAL PROPERTY AND EQUIPMENT, NET	$ 73,064	$ 66,799

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Commitments and Contingencies (Details Textual)	1 Months Ended		9 Months Ended		12 Months Ended			9 Months Ended
	Jul. 31, 2012	May 31, 2011 USD ($)	Sep. 30, 2012 USD ($)	Sep. 30, 2012 IDR	Dec. 31, 2011 USD ($)	Jun. 13, 2012 USD ($)	Mar. 31, 2012 USD ($)	Sep. 30, 2012 Antelope Project [Member] USD ($)
Commitments and Contingencies (Textual) [Abstract]
Letter agreement date			Mar. 11, 2011	Mar. 11, 2011				Jan. 11, 2011
Interest in oil and gas leases								10.00%
Commitments and Contingencies (Additional Textual) [Abstract]
Compensation claim for land local currency				16,000,000,000
Compensation claim for land USD value at cost			1,700,000
Compensation claim for land USD value net to cost sharing interest			1,100,000
Percentage of cost sharing interest in work commitments			64.51%	64.51%
Purchased land value at cost			4,100
Joint Exploration and Development Agreement, date			Oct. 01, 2007	Oct. 01, 2007
Note receivable outstanding					3,335,000		3,300,000
Account receivable							2,700,000
Account payable outstanding					3,596,000		3,600,000	3,600,000
Outstanding Claims Net Receivable						800,000
Interest Related to Dussafu PSC Drilling Operations	66.667%	66.667%	66.667%	66.667%	66.667%
Net loss on settlement of receivables and payables						1,600,000
Date of OFAC application for return of blocked funds			Oct. 26, 2011	Oct. 26, 2011
Blocked payment net to cost sharing interest		700,000
Blocked payment at cost		$ 1,100,000

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Subsequent Event (Details Textual) (USD $) In Millions, unless otherwise specified	1 Months Ended	9 Months Ended
	Oct. 31, 2012	Sep. 30, 2012	Oct. 12, 2012
Subsequent Event (Textual) [Abstract]
Sale of 11 percent senior unsecured notes			$ 79.8
Percentage of Principal Amount of Notes to Calculate Issue Price			96.00%
11% Senior Unsecured Notes [Member]
Subsequent Event (Textual) [Abstract]
Sale of 11 percent senior unsecured notes			79.8
Sale of 11 percent senior unsecured notes due		Oct. 11, 2014
Senior convertible notes, percentage		11.00%	11.00%
Purchase of Warrants			0.7
Common stock, exercise price			10.00
Closing year		3 years
Net cash proceeds	63.5
Percentage of Principal Amount of Notes to Calculate Issue Price			96.00%
Purchase price of unsecured notes paid other than cash			10.5
Value of exchanged convertible notes purchased by single purchaser			6.0
Remaining value of exchanged convertible notes exchanged purchased by single purchaser	3.0
Offering issuance discount	3.2
Placement fees and other offering cost	$ 2.6

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Consolidated Condensed Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
CURRENT ASSETS:
Cash and cash equivalents	$ 20,419	$ 58,946
Restricted cash		1,200
Receivables, net:
Dividend receivable - equity affiliate		12,200
Joint interest and other	3,411	14,342
Note receivable		3,335
Advances to equity affiliate	2,690	2,388
Deferred income taxes	2,628	2,628
Prepaid expenses and other	2,435	728
TOTAL CURRENT ASSETS	31,583	95,767
OTHER ASSETS	5,730	5,427
LONG-TERM RECEIVABLE-DIVIDEND, EQUITY AFFILIATE	12,200
INVESTMENT IN EQUITY AFFILIATE	404,705	345,054
PROPERTY AND EQUIPMENT:
Oil and gas properties (successful efforts method)	72,181	65,671
Other administrative property	3,247	3,176
TOTAL PROPERTY AND EQUIPMENT	75,428	68,847
Accumulated depreciation and amortization	(2,364)	(2,048)
TOTAL PROPERTY AND EQUIPMENT, NET	73,064	66,799
TOTAL ASSETS	527,282	513,047
CURRENT LIABILITIES:
Accounts payable, trade and other	952	7,381
Accounts payable, carry obligation		3,596
Accrued expenses	9,164	15,247
Accrued interest	679	1,372
Deferred tax liability	4,835	4,835
Income taxes payable	1,579	718
Current portion-long-term debt	9,000
TOTAL CURRENT LIABILITIES	26,209	33,149
OTHER LONG-TERM LIABILITIES	1,054	908
LONG-TERM DEBT		31,535
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, par value $0.01 a share; authorized 5,000 shares; outstanding, none
Common stock, par value $0.01 a share; authorized 80,000 shares at September 30, 2012 (December 31, 2011: 80,000 shares); issued 45,181 shares at September 30, 2012 (December 31, 2011: 40,625 shares)	452	406
Additional paid-in capital	264,329	236,192
Retained earnings	205,868	193,283
Treasury stock, at cost, 6,527 shares at September 30, 2012 (December 31, 2011: 6,521 shares)	(66,145)	(66,104)
TOTAL HARVEST STOCKHOLDERS' EQUITY	404,504	363,777
NONCONTROLLING INTEREST	95,515	83,678
TOTAL EQUITY	500,019	447,455
TOTAL LIABILITIES AND EQUITY	$ 527,282	$ 513,047

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Investment in Equity Affiliate - Petrodelta (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Adjustment to reconcile to reported net income from unconsolidated equity affiliate:
Net income from unconsolidated equity affiliate	$ 20,232	$ 18,476	$ 59,651	$ 55,216
Petrodelta's [Member]
Revenues:
Oil sales	324,608	304,969	967,579	814,557
Gas sales	635	917	2,369	2,322
Royalty	(108,371)	(98,013)	(321,807)	(271,542)
Revenue, total	216,872	207,873	648,141	545,337
Expenses:
Operating expenses	34,246	20,027	75,890	52,993
Workovers	2,855	4,856	11,912	18,352
Depletion, depreciation and amortization	22,238	15,687	61,878	41,405
General and administrative	5,418	3,310	15,345	6,162
Windfall profits tax	71,982	69,424	231,407	161,895
Total expenses	136,739	113,304	396,432	280,807
Income from operations	80,133	94,569	251,709	264,530
Investment earnings and other	2	161	4	513
Interest expense	(2,975)	(2,107)	(7,578)	(6,525)
Income before income tax	77,160	92,623	244,135	258,518
Current income tax expense	32,678	52,319	106,016	137,280
Deferred income tax benefit	(1,237)	(16,709)	(32,121)	(44,984)
Net income	45,719	57,013	170,240	166,222
Adjustment to reconcile to reported net income from unconsolidated equity affiliate:
Deferred income tax expense (benefit)	(2,501)	9,939	25,798	27,836
Net income equity affiliate	48,220	47,074	144,442	138,386
Equity interest in unconsolidated equity affiliate	40.00%	40.00%	40.00%	40.00%
Income before amortization of excess basis in equity affiliate	19,288	18,830	57,777	55,354
Conform depletion expenses to USGAAP	1,511	142	3,468	(155)
Amortization of excess basis in equity affiliate	(567)	(496)	(1,594)	(1,369)
Net income from unconsolidated equity affiliate	$ 20,232	$ 18,476	$ 59,651	$ 53,830

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Consolidated Statements of Stockholders' Equity (Parenthetical)	9 Months Ended
	Sep. 30, 2012
Percentage of senior convertible notes	8.25%
Common Stock
Percentage of senior convertible notes	8.25%
Additional Paid-in Capital
Percentage of senior convertible notes	8.25%

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Risks, Uncertainties, Capital Resources and Liquidity (Details Textual) (USD $) In Millions, unless otherwise specified	1 Months Ended				9 Months Ended	12 Months Ended			9 Months Ended		9 Months Ended				9 Months Ended
	Jul. 31, 2012	May 31, 2011	Nov. 30, 2010	Jun. 30, 2010	Sep. 30, 2012	Dec. 31, 2011	Oct. 12, 2012	Mar. 30, 2012	Sep. 30, 2012 11% Senior Unsecured Notes [Member]	Oct. 12, 2012 11% Senior Unsecured Notes [Member]	Sep. 30, 2012 Senior notes [Member]	Sep. 30, 2012 Senior Convertible Notes [Member]	Jun. 21, 2012 PT Pertamina [Member]	Mar. 30, 2012 Knight Capital America LP [Member]	Sep. 30, 2012 Third exploration phase [Member]
Risks, Uncertainties, Capital Resources and Liquidity (Textual) [Abstract]
Cash purchase price for share purchase agreement													$ 725.0
Remaining work commitment at cost net of sharing interest															4.7
Remaining work commitment at cost															7.0
Cost sharing interest	66.667%	66.667%			66.667%	66.667%									66.667%
Maximum aggregate issue price of common stock								75.0						75.0
Sale of 11 percent senior unsecured notes							79.8			79.8
Sale of 11 percent senior unsecured notes due									Oct. 11, 2014
Senior convertible notes, percentage									11.00%	11.00%
Senior convertible notes converted											22.5
Debt Conversion Remaining Debt Converted in to Common Stock											3.0
Debt conversion remaining debt converted in to senior secured debt												6.0
Amount of senior convertible notes											10.5
Risks, Uncertainties, Capital Resources and Liquidity (Additional Textual) [Abstract]
Compensation for liquidated damages at cost	5.0
Compensation for liquidated damages net to cost sharing interest	3.3
Other liquidated damages at cost	0.2
Other liquidated damages net to cost sharing interest	0.1
Cash proceeds from sale of oil and gas properties					217.8
Declared and paid dividends				105.5
Dividends common stock cash from equity method investee			30.6
Dividends common stock cash from equity method investee due to indirect ultimate Owner			9.8
Debt instrument, maturity date					Mar. 01, 2013
Dividends declared net to HNR Finance			12.2
Indirect interest held in Petrodelta by HNR			32.00%	32.00%	32.00%
Dividends Common Stock Cash to Parent Indirectly				$ 84.4
Senior unsecured notes issued							96.00%			96.00%

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Related Party Transactions

9 Months Ended

Sep. 30, 2012

Related Party Transactions [Abstract]

Related Party Transactions

Note 14 – Related Party Transactions

Dividends declared and paid by Petrodelta are paid to HNR Finance. HNR Finance must declare a dividend in order for the partners, Harvest and Vinccler, to receive their respective shares of Petrodelta’s dividend. Between 2008 and 2010, Petrodelta declared three dividends, totaling $105.5 million, which have been received by HNR Finance and one dividend, totaling $12.2 million, which has not yet been received by HNR Finance. HNR Finance declared a dividend in 2008 in the amount of $72.5 million. HNR Finance has not declared a dividend for the remaining $33.0 million. At September 30, 2012, Vinccler’s share of the undistributed dividends is $9.0 million.

To reflect our support of Petrodelta’s planned 2013 drilling program which will require all accumulated and available cash flow to support, we reclassified the dividend receivable to long-term at September 30, 2012.

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Dispositions (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Revenue and net loss on the disposition
Revenue applicable to discontinued operations				$ 6,488
Net income (loss) from discontinued operations	$ (595)	$ 36	$ (1,699)	$ 95,435

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Subsequent Event

9 Months Ended

Sep. 30, 2012

Subsequent Event [Abstract]

Subsequent Event

Note 16 – Subsequent Event

On October 12, 2012, we announced the sale of $79.8 million aggregate principal amount of 11 percent senior unsecured notes due October 11, 2014, and warrants to purchase up to 0.7 million shares of our common stock with an exercise price of $10.00 per share. The warrants can be exercised at any time up until the three-year anniversary of the closing. The senior unsecured notes were issued at a price of 96 percent of principal amount. The purchase price of the notes was paid in cash, except for approximately $10.5 million in principal amount, which was purchased by a single purchaser in exchange for a combination of approximately $6.0 million in face value of that purchaser’s existing convertible note issued by the Company in 2010 and the value, agreed to by the Company and the noteholder, that otherwise would have been attained by the noteholder had the noteholder converted the note into shares of common stock; the remaining $3.0 million in face value of that convertible note was converted into shares of common stock under the terms of the indenture governing the convertible note. The net cash proceeds of the offering were approximately $63.5 million after deducting the issuance discount (approximately $3.2 million), placement fees, and other transaction costs (approximately $2.6 million). We intend to use the net proceeds of the offering to fund capital expenditures planned for Gabon and other potential projects, for working capital needs and general corporate purposes.

We conducted our subsequent events review up through the date of the issuance of this Quarterly Report on Form 10-Q.

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Consolidated Condensed Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 24,422	$ 109,223
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	316	1,164
Dry hole costs	5,617
Impairment of long-lived assets		4,707
Allowance for account and note receivable	5,180
Write-off of accounts payable, carry obligation	(3,596)
Amortization of debt financing costs	898	753
Amortization of discount on debt		816
Gain on sale of assets		(103,969)
Debt conversion expense	2,502
Loss on early extinguishment of debt		7,533
Net income from unconsolidated equity affiliate	(59,651)	(55,216)
Share-based compensation-related charges	2,809	3,659
Changes in operating assets and liabilities:
Receivables	9,086	(5,971)
Advances to equity affiliate	(302)	(582)
Prepaid expenses and other	(1,693)	2,330
Accounts payable	(6,429)	6,558
Accrued expenses	(1,562)	(1,533)
Accrued interest	(1,329)	(1,269)
Other long-term liabilities	146	(877)
Income taxes payable	861	2,834
NET CASH USED IN OPERATING ACTIVITIES	(22,725)	(29,840)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets		217,833
Additions of property and equipment	(16,252)	(58,474)
Additions to assets held for sale		(31,422)
Proceeds from sale of equity affiliate		1,385
Decrease in restricted cash	1,200
Investment costs	(984)	(876)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	(16,036)	128,446
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuances of common stock	700	924
Payments of long-term debt		(60,000)
Financing costs	(466)	(189)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	234	(59,265)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(38,527)	39,341
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	58,946	58,703
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 20,419	$ 98,044

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Consolidated Condensed Balance Sheets (Unaudited) (Parenthetical) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Consolidated Condensed Balance Sheets [Abstract]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000	5,000
Preferred stock, shares outstanding
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	80,000	80,000
Common stock, shares issued	45,181	40,625
Treasury stock, shares	6,527	6,521

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Venezuela

9 Months Ended

Sep. 30, 2012

Country Six [Abstract]

Venezuela

Note 9 – Venezuela

Harvest Vinccler’s and Petrodelta’s functional and reporting currency is the U.S. Dollar. They do not have currency exchange risk other than the official prevailing exchange rate that applies to their operating costs denominated in Venezuela Bolivars (“Bolivars”) (4.30 Bolivars per U.S. Dollar). However, during the three months ended September 30, 2012, Harvest Vinccler exchanged approximately $0.4 million (three months ended September 30, 2011: $0.3 million) through the Sistema de Transacciones con Títulos en Moneda Extranjera (“SITME”) and received an average exchange rate of 5.23 Bolivars (three months ended September 30, 2011: 5.15 Bolivars) per U.S. Dollar. During the nine months ended September 30, 2012, Harvest Vinccler exchanged approximately $1.0 million (nine months ended September 30, 2011: $0.7 million) through SITME and received an average exchange rate of 5.17 Bolivars (nine months ended September 30, 2011: 5.17 Bolivars) per U.S. Dollar. Harvest Vinccler currently does not have any Bolivars pending government approval for settlement for U.S. Dollars at the official exchange rate or the SITME exchange rate. Petrodelta does not have, and has not had, any Bolivars pending government approval for settlement for U.S. Dollars at the official exchange rate or the SITME exchange rate.

The monetary assets that are exposed to exchange rate fluctuations are cash, accounts receivable, and other current assets. The monetary liabilities that are exposed to exchange rate fluctuations are accounts payable, accruals and other current liabilities. All monetary assets and liabilities incurred at the official Bolivar exchange rate are settled at the official Bolivar exchange rate. At September 30, 2012, the balances in Harvest Vinccler’s Bolivar denominated monetary assets and liabilities accounts that are exposed to exchange rate changes are 5.6 million Bolivars and 8.6 million Bolivars, respectively. At September 30, 2012, the balances in Petrodelta’s Bolivar denominated monetary assets and liabilities accounts that are exposed to exchange rate changes are 236.9 million Bolivars and 3,570.4 million Bolivars, respectively.

On May 7, 2012, the Organic Law on Employment, Male and Female Workers (“Labor Law”) was published in the Official Gazette, the official government publication where laws, decrees, resolutions, instructions, and other regulations of general interest issued by the central government of Venezuela are published in order to make those acts valid and official. The Labor Law has 554 Articles divided into ten Titles and heavily favors employees over employers. The Labor Law’s purpose is to regulate the relations between workers and employers. In August 2012, the labor contract between PDVSA and the labor union was signed. The new labor contract awarded salary increases to both union and non-union labor retroactive to December 2011. The new labor contract has increased the effect of the Labor Law on Petrodelta. However, until the actuarial study that PDVSA has commissioned is completed, the total effect of the Labor Law on Petrodelta’s business is not easily determinable. Based on the information that Petrodelta currently has, Petrodelta estimates the financial impact of the Labor Law could be approximately $0.4 million ($0.1 million net to our 32 percent interest) through September 30, 2012. After much analysis, Harvest Vinccler estimates that there will be little, if any, financial impact on its business from the Labor Law.

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Document and Entity Information	9 Months Ended
	Sep. 30, 2012	Oct. 26, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	HARVEST NATURAL RESOURCES, INC.
Entity Central Index Key	0000845289
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		39,424,279

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Investment in Equity Affiliate - Petrodelta

9 Months Ended

Sep. 30, 2012

Investment in Equity Affiliate - Petrodelta [Abstract]

Investment in Equity Affiliate - Petrodelta

Note 10 – Investment in Equity Affiliate – Petrodelta

As discussed in previous filings, PDVSA has failed to pay on a timely basis certain amounts owed to contractors that PDVSA has contracted to do work for Petrodelta. PDVSA purchases all of Petrodelta’s oil production. PDVSA and its affiliates have reported shortfalls in meeting their cash requirements for operations and planned capital expenditures, and PDVSA has fallen behind in certain of its payment obligations to its contractors, including contractors engaged by PDVSA to provide services to Petrodelta. In addition, PDVSA has fallen behind in certain of its payment obligations to Petrodelta, which payments Petrodelta would otherwise use to pay its contractors, including Harvest Vinccler. As a result, Petrodelta has experienced, and is continuing to experience, difficulty in retaining contractors who provide services for Petrodelta’s operations. We cannot provide any assurance as to whether or when PDVSA will become current on its payment obligations. Inability to retain contractors or to pay them on a timely basis is having an adverse effect on Petrodelta’s operations and on Petrodelta’s ability to carry out its business plan.

Harvest Vinccler has advanced certain costs on behalf of Petrodelta. These costs include consultants in engineering, drilling, operations, seismic interpretation, and employee salaries and related benefits for Harvest Vinccler employees seconded into Petrodelta. Currently, we have three employees seconded into Petrodelta. Costs advanced are invoiced on a monthly basis to Petrodelta. Harvest Vinccler is considered a contractor to Petrodelta, and as such, Harvest Vinccler is also experiencing the slow payment of invoices. During the nine months ended September 30, 2012, Harvest Vinccler advanced to Petrodelta $0.4 million for continuing operations costs, and Petrodelta repaid $0.1 million of the advance. Advances to equity affiliate have increased slightly to a balance of $2.7 million as of September 30, 2012. During the year ended December 31, 2011, we advanced Petrodelta $0.8 million for continuing operations costs, and Petrodelta repaid $0.1 million of the advances. Although payment is slow and the balance is increasing, payments continue to be received.

In April 2011, the Venezuelan government published in the Official Gazette the Law Creating a Special Contribution on Extraordinary Prices and Exorbitant Prices in the International Hydrocarbons Market (“Windfall Profits Tax”). Windfall Profits Tax is deductible for Venezuelan income tax purposes. During the three months ended September 30, 2012, Petrodelta recorded $72.0 million for Windfall Profits Tax (three months ended September 30, 2011: $69.4 million). During the nine months ended September 30, 2012, Petrodelta recorded $231.4 million for Windfall Profits Tax (nine months ended September 30, 2011: $161.9 million).

One section of the Windfall Profits Tax states that royalties paid to Venezuela are capped at $70 per barrel, but the cap on royalties has not been defined as being applicable to in-cash, in-kind, or both. In October 2011, Petrodelta received instructions from PDVSA that royalties, whether paid in-cash or in-kind, should be reported at $70 per barrel (royalty barrels x $70). The difference between the $70 royalty cap and the current oil price is to be reflected on the income statement as a reduction in oil sales. For the three months ended September 30, 2012 and 2011, the reduction to oil sales due to the $70 cap applied to all royalty barrels was $26.2 million and $8.0 million ($8.4 million and $2.6 million net to our 32 percent interest), respectively. For the nine months ended September 30, 2012 and 2011, the reduction to oil sales due to the $70 cap applied to all royalty barrels was $93.6 million and $52.7 million ($30.0 million and $16.9 million net to our 32 percent interest), respectively.

Per our interpretation of the Windfall Profits Tax, the $70 cap on royalty barrels should only be applied to the 3.33 percent royalty which Petrodelta pays in cash. We have applied the $70 cap to only the 3.33 percent royalty paid in cash and the current oil sales price to the 30 percent royalty paid in-kind for the three and nine months ended September 30, 2012 and 2011. With assistance from Petrodelta, we have recalculated Petrodelta’s oil sales and royalties to apply the current oil price to its total barrels produced and to the 30 percent royalty paid in-kind and applied the $70 cap to the 3.33 percent royalty paid in cash for the three and nine months ended September 30, 2012 and 2011. For the three months ended September 30, 2012 and 2011, net oil sales (oil sales less royalties) are slightly higher, $2.7 million and $0.8 million ($0.9 million and $0.3 million net to our 32 percent interest), respectively, and for the nine months ended September 30, 2012 and 2011, net oil sales (oil sales less royalties) are slightly higher, $9.4 million and $5.3 million ($3.0 million and $1.7 million net to our 32 percent interest), respectively, under this method than the method advised by PDVSA and the method of applying the current oil price to total barrels produced and to total royalty barrels.

In November 2010, Petrodelta’s board of directors declared a dividend of $30.6 million, $12.2 million net to HNR Finance ($9.8 million net to our 32 percent interest). Petrodelta shareholder approval of the dividend was received on March 14, 2011. Due to Petrodelta’s liquidity constraints caused by PDVSA’s insufficient monetary and contractual support, as of November 8, 2012, this dividend has not been received, and the timing of the receipt of this dividend is uncertain. To reflect our support of Petrodelta’s planned 2013 drilling program which will require all accumulated and available cash flow to support, we reclassified the dividend receivable to long-term at September 30, 2012.

The sale of oil and gas by Petrodelta to PDVSA is pursuant to a Contract for Sale and Purchase of Hydrocarbons with PDVSA Petroleo S.A. (“PPSA”), a wholly owned subsidiary of PDVSA, (the “Sales Contract”). When the Sales Contract was executed, Petrodelta was producing only one type of crude, Merey 16. Therefore, the Sales Contract provides for only one crude pricing formula. This formula has been approved by the Ministry of the People’s Power for Petroleum and Mining (“MENPET”). The production deliveries and factors to include in the pricing formula are certified and acknowledged by MENPET.

Beginning in October 2011, MENPET determined that certain of the crude deliveries were a heavier type of crude, Boscan. The Boscan gravity and sulphur correction factors and crude pricing formula are not included in the Sales Contract. However, under the Sales Contract, PDVSA is obligated to receive all of Petrodelta’s production. All production deliveries for all of Petrodelta fields have been certified by MENPET and acknowledged by PDVSA.

The pricing factors for the Boscan crude have been provided and certified by MENPET to Petrodelta. From October 1, 2011 through June 30, 2011, Petrodelta used the Boscan pricing formula as published in the Official Gazette on January 11, 2007 to record the revenue from the El Salto field deliveries. On October 5, 2012, Petrodelta received a draft Sales Contract amendment from PDVSA Trade and Supply. The draft Sales Contract amendment includes a change to Merey 16 pricing formula to allow for indexing of the transportation and commercialization (“ACC”) costs and indexing of the ACC costs and additional sales markets to the Boscan pricing formula. Petrodelta has agreed to the changes in the draft Sales Contract. The revised pricing formula for Merey 16 is prospective and does not affect recorded revenues. The revised pricing formula for Boscan resulted in a reduction to net revenue (revenue less royalties) of $8.6 million ($4.3 million net of tax) ($2.8 million revenue reduction and $1.4 million revenue reduction net of tax net to our 32 percent interest). This adjustment to revenue has been recorded in net income from unconsolidated equity affiliates in the consolidated condensed statements of comprehensive income for the three and nine months ended September 30, 2012.

PDVSA will be invoiced for the El Salto production as soon as the amended Sales Contract is executed. At September 30, 2012, El Salto production, net of royalties, covering the production months of October 2011 through September 2012 totaled approximately 3.0 million barrels of oil (“MBls”) (1.0 MBls net to our 32 percent interest). The draft Sales Contract amendment pricing formula for Boscan based upon the production deliveries and factors certified by MENPET, results in estimated revenue for this production of $273.3 million ($87.5 million net to our 32 percent interest).

The Organic Law on Sports, Physical Activity and Physical Education (“Sports Law”) was published in the Official Gazette on August 23, 2011 and is effective beginning January 1, 2012. The purpose of the Sports Law is to establish the public service nature of physical education and the promotion, organization and administration of sports and physical activity. Funding of the Sports Law is by contributions made by companies or other public or private organizations that perform economic activities for profit in Venezuela. The contribution is one percent of annual net or accounting profit and is not deductible for income tax purposes. Per the Sports Law, contributions are to be calculated on an after-tax basis. However, CVP has instructed Petrodelta to calculate the contribution on a before-tax basis contrary to the Sports Law. For the nine months ended September 30, 2012, this method of calculation overstates the liability for the Sports Law contribution by $0.1 million and ($30,000 net to our 32 percent interest). The change for the three months ended September 30, 2012 was a decrease of $0.7 million ($0.2 million net to our 32 percent interest).

Petrodelta’s reporting and functional currency is the U.S. Dollar. HNR Finance owns a 40 percent interest in Petrodelta. Petrodelta’s financial information is prepared in accordance with International Financial Reporting Standards (“IFRS”) which we have adjusted to conform to USGAAP. The two major differences between IFRS and USGAAP, for which we adjust, are deferred taxes and depletion expense.

• Deferred tax. IFRS allows the inclusion of monetary temporary differences impacted by inflationary adjustments. USGAAP does not. Net Income Equity Affiliate is increased or decreased by the deferred tax benefit created by the monetary temporary differences impacted by inflationary adjustments.

• Depletion expense. Oil and gas reserves used by Petrodelta in calculating depletion expense under IFRS are provided by MENPET. MENPET reserves are not prepared using the guidance on extractive activities for oil and gas (ASC 932). At least annually, we prepare reserve reports for Petrodelta using ASC 932. Petrodelta depletion is recalculated using the USGAAP compliant reserves.

All amounts through Net Income Equity Affiliate represent 100 percent of Petrodelta. Summary financial information for Petrodelta has been presented below at September 30, 2012 and December 31, 2011 and for the three and nine months ended September 30, 2012 and 2011:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
				(in thousands)
Revenues:
Oil sales	$	324,608		$	304,969		$	967,579		$	814,557
Gas sales		635			917			2,369			2,322
Royalty		(108,371	)		(98,013	)		(321,807	)		(271,542	)
		216,872			207,873			648,141			545,337
Expenses:
Operating expenses		34,246			20,027			75,890			52,993
Workovers		2,855			4,856			11,912			18,352
Depletion, depreciation and amortization		22,238			15,687			61,878			41,405
General and administrative		5,418			3,310			15,345			6,162
Windfall profits tax		71,982			69,424			231,407			161,895
		136,739			113,304			396,432			280,807
Income from operations		80,133			94,569			251,709			264,530
Investment earnings and other		2			161			4			513
Interest expense		(2,975	)		(2,107	)		(7,578	)		(6,525	)
Income before income tax		77,160			92,623			244,135			258,518
Current income tax expense		32,678			52,319			106,016			137,280
Deferred income tax benefit		(1,237	)		(16,709	)		(32,121	)		(44,984	)
Net income		45,719			57,013			170,240			166,222
Adjustment to reconcile to reported net income from unconsolidated equity affiliate:
Deferred income tax expense (benefit)		(2,501	)		9,939			25,798			27,836
Net income equity affiliate		48,220			47,074			144,442			138,386
Equity interest in unconsolidated equity affiliate		40	%		40	%		40	%		40	%
Income before amortization of excess basis in equity affiliate		19,288			18,830			57,777			55,354
Conform depletion expense to USGAAP		1,511			142			3,468			(155	)
Amortization of excess basis in equity affiliate		(567	)		(496	)		(1,594	)		(1,369	)
Net income from unconsolidated equity affiliate	$	20,232		$	18,476		$	59,651		$	53,830

	September 30, 2012		December 31, 2011
	(in thousands)
Current assets	$	1,384,898	$	979,868
Property and equipment		467,431		409,941
Other assets		178,620		146,499
Current liabilities		1,124,503		808,955
Other liabilities		61,926		53,073
Net equity		844,520		674,280

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Consolidated Condensed Statements of Comprehensive Income (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
EXPENSES
Depreciation and amortization	$ 106	$ 111	$ 316	$ 354
Exploration expense	1,475	1,575	4,200	7,414
Dry hole costs			5,617
General and administrative	5,080	4,291	17,446	18,015
Total expenses	6,661	5,977	27,579	25,783
LOSS FROM OPERATIONS	(6,661)	(5,977)	(27,579)	(25,783)
OTHER NON-OPERATING INCOME (EXPENSE)
Investment earnings and other	82	159	231	544
Interest expense	(19)	(806)	(447)	(4,722)
Debt conversion expense	(958)		(3,360)
Loss on extinguishment of debt				(9,682)
Other non-operating expenses	(1,078)	(316)	(2,801)	(991)
Foreign currency transaction loss	(24)	(43)	(94)	(86)
Total other non-operating income (expense)	(1,997)	(1,006)	(6,471)	(14,937)
LOSS FROM CONSOLIDATED COMPANIES CONTINUING OPERATIONS BEFORE INCOME TAXES	(8,658)	(6,983)	(34,050)	(40,720)
INCOME TAX EXPENSE (BENEFIT)	1,126	226	(520)	708
LOSS FROM CONSOLIDATED COMPANIES CONTINUING OPERATIONS	(9,784)	(7,209)	(33,530)	(41,428)
NET INCOME FROM UNCONSOLIDATED EQUITY AFFILIATES	20,232	18,476	59,651	55,216
NET INCOME FROM CONTINUING OPERATIONS	10,448	11,267	26,121	13,788
DISCONTINUED OPERATIONS:
Income (loss) from discontinued operations			(1,699)	(2,786)
Gain on sale of assets		36		103,969
Income tax expense	(595)			(5,748)
Income (loss) from discontinued operations	(595)	36	(1,699)	95,435
NET INCOME	9,853	11,303	24,422	109,223
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST	4,036	3,592	11,837	10,650
NET INCOME ATTRIBUTABLE TO HARVEST	5,817	7,711	12,585	98,573
NET INCOME ATTRIBUTABLE TO HARVEST PER COMMON SHARE:
Basic	$ 0.15	$ 0.23	$ 0.34	$ 2.89
Diluted	$ 0.15	$ 0.20	$ 0.34	$ 2.48
COMPREHENSIVE INCOME	$ 5,817	$ 7,711	$ 12,585	$ 98,573

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Dispositions

9 Months Ended

Sep. 30, 2012

Dispositions [Abstract]

Dispositions

Note 4 – Dispositions

Share Purchase Agreement (“SPA”)

On June 21, 2012, we and our wholly owned subsidiary HNR Energia entered into a SPA with PT Pertamina (Persero), a state-owned limited liability company existing under the laws of Indonesia (“Buyer”). HNR Energia is a private company with limited liability under the laws of Curacao. HNR Energia owns 80 percent of the equity interest of Harvest Holding, which owns 40 percent of the equity interest of Petrodelta. Vinccler, who owns the other 20 percent equity interest of Harvest Holding, is not a party to the transaction.

Under the SPA, HNR Energia will sell all of its 80 percent interest in Harvest Holding to Buyer or a newly formed wholly owned subsidiary of Buyer for a cash purchase price of $725.0 million, subject to adjustment as described in the SPA. The sale of Harvest Holding, including its direct and indirect subsidiaries, will constitute the sale of all of our interest in Venezuela, which consists of our indirect 32 percent interest in Petrodelta and our indirect 80 percent interest in Harvest Vinccler. The effective date of the transaction is January 1, 2012. We have also executed a guarantee in Buyer’s favor by which we guarantee HNR Energia’s obligations under the SPA.

The closing of the transaction is subject to receipt of three approvals, in addition to satisfaction of other conditions standard in transactions of this type: (a) approval by the Ministerio del Poder Popular de Petroleo y Mineria representing the Government of the Bolivarian Republic of Venezuela (which indirectly owns the other 60 percent interest in Petrodelta); (b) approval by the Government of the Republic of Indonesia in its capacity as Buyer’s sole shareholder; and (c) approval by the holders of a majority of Harvest’s common stock. If the approval of Buyer’s shareholder is not obtained within five months after the date of the SPA, we may terminate the SPA. If the approval of Harvest’s stockholders is not obtained within 90 days after approval of Buyer’s shareholder is obtained, Buyer may terminate the SPA.

Contemporaneously with signing the SPA, Buyer deposited 15 percent of the $725.0 million purchase price, or $108.8 million, in escrow. The deposit constitutes liquidated damages, and if Buyer defaults, our sole remedy is to retain the deposit and any earned interest. The deposit and any earned interest will be returned to Buyer if the SPA is terminated for any other reason, including if the approval by our stockholders, Buyer’s shareholder or the Government of Venezuela is not obtained. The purchase deposit was received by the escrow agent on June 22, 2012.

We have agreed not to solicit other offers to acquire Harvest as a whole or the Petrodelta assets while the SPA is in effect. If we receive an unsolicited superior proposal before our stockholders have approved the transaction, we may enter into discussions with the potential purchaser. We have the right to terminate the SPA and accept a superior proposal if we first offer Buyer the opportunity to modify the transaction so that the competing offer is no longer superior and pay Buyer a break-up fee equal to three percent of the purchase price, or $21.8 million.

Under the SPA, the parties met during the week of September 5, 2012, to assess progress toward obtaining the required governmental approvals and satisfaction of other conditions to closing. The parties agreed to continue pursuing the various approvals required to close the transaction.

The SPA includes representations and warranties, tax provisions and indemnification provisions typical in transactions of this type. Reference should be made to the SPA regarding those provisions and all other provisions pertinent to a complete understanding of the transaction.

Discontinued Operations

On May 17, 2011, we closed the transaction to sell the Antelope Project. The sale had an effective date of March 1, 2011. We received cash proceeds of approximately $217.8 million which reflects increases to the purchase price for customary adjustments and deductions for transaction related costs. We do not have any continuing involvement with the Antelope Project. The related gain on the sale was reported in discontinued operations in the second quarter of 2011.

During the nine months ended September 30, 2012, we incurred $0.1 million of expense related to settlement of royalty payments to the Mineral Management Services, write-offs of $5.2 million of accounts and note receivable and $3.6 million of accounts payable, carry obligation related to the settlement of all outstanding claims with a private third party on the Antelope Project (see Note 2 – Summary of Significant Accounting Policies, Notes Receivable and Note 6 – Commitments and Contingencies), and approximately $0.6 million of income tax benefit was reclassified from discontinued operations to continuing operations during the quarter ended September 30, 2012.

Revenue and net loss on the disposition of the Antelope Project are shown in the table below:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2012			2011		2012			2011
				(in thousands)
Revenue applicable to discontinued operations	$	—		$	—	$	—		$	6,488
Net income (loss) from discontinued operations	$	(595	)	$	36	$	(1,699	)	$	95,435

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Risks, Uncertainties, Capital Resources and Liquidity

9 Months Ended

Sep. 30, 2012

Risks, Uncertainties, Capital Resources and Liquidity [Abstract]

Risks, Uncertainties, Capital Resources and Liquidity

Note 3 – Risks, Uncertainties, Capital Resources and Liquidity

The oil and gas industry is a highly capital intensive and cyclical business with unique operating and financial risks. There are a number of variables and risks related to our exploration projects that could significantly utilize our cash balances, and affect our capital resources and liquidity.

The environments in which we operate are often difficult and the ability to operate successfully depends on a number of factors including our ability to control the pace of development, our ability to apply “best practices” in drilling and development, and the fostering of productive and transparent relationships with local partners, the local community and governmental authorities. Financial risks include our ability to control costs and attract financing for our projects. In addition, often the legal systems of certain countries are not mature and their reliability can be uncertain. This may affect our ability to enforce contracts and achieve certainty in our rights to develop and operate oil and natural gas projects, as well as our ability to obtain adequate compensation for any resulting losses. Our strategy depends on our ability to have significant influence over operations and financial control.

Our operations are subject to various risks inherent in foreign operations. These risks may include, among other things, loss of revenue, property and equipment as a result of hazards such as expropriation, nationalization, war, insurrection, civil unrest, strikes and other political risks, increases in taxes and governmental royalties, being subject to foreign laws, legal systems and the exclusive jurisdiction of foreign courts or tribunals, renegotiation of contracts with governmental entities, changes in laws and policies, including taxes, governing operations of foreign-based companies, currency restrictions and exchange rate fluctuations and other uncertainties arising out of foreign government sovereignty over our international operations. Our international operations may also be adversely affected by the U.S. Foreign Corrupt Practices Act and similar worldwide anti-corruption laws, laws and policies of the United States affecting foreign policy, foreign trade, taxation and the possible inability to subject foreign persons to the jurisdiction of the courts in the United States.

There are also a number of variables and risks related to our minority equity investment in Petrodelta that could significantly utilize our cash balances, and affect our capital resources and liquidity. Petrodelta’s capital commitments are determined by its business plan, and Petrodelta’s capital commitments are expected to be funded by internally generated cash flow. The total capital required to develop the fields in Venezuela may exceed Petrodelta’s available cash and financing capabilities, and there may be operational or contractual consequences due to this inability. Petrodelta’s ability to fully develop the fields in Venezuela will require a significant investment. Due to PDVSA’s liquidity constraints, PDVSA has not been providing the necessary monetary and contractual support required by Petrodelta. If we are called upon to fund our share of Petrodelta’s operations, our failure to do so could be considered a default under the Conversion Contract and cause the forfeiture of some or all our shares in Petrodelta.

Petrodelta currently represents our only source of earnings. Petrodelta also has a material impact on our results of operations for any quarter or annual reporting period. See Note 10 – Investment in Equity Affiliate – Petrodelta. Petrodelta operates under a business plan, the success of which relies heavily on the market price of oil. To the extent that market prices of oil decline, the business plan, and thus our equity investment and/or operations and/or profitability, could be adversely affected.

Operations in Venezuela are subject to various risks inherent in foreign operations. It is possible the legal or fiscal framework for Petrodelta could change and the Venezuela government may not honor its commitments. Our ability to implement or influence Petrodelta’s business plan, assure quality control and set the timing and pace of development could also be adversely impacted. No assurance can be provided that events beyond our control will not adversely affect the value of our minority investment in Petrodelta.

On June 21, 2012, we and our wholly owned subsidiary HNR Energia entered into a share purchase agreement (the “SPA”) with PT Pertamina (Persero), a state-owned limited liability company existing under the laws of Indonesia (“Buyer”) for the sale of our interest in Venezuela for a cash purchase price of $725.0 million. See Note 4 – Dispositions, Share Purchase Agreement (“SPA”). We cannot assure you that the SPA will be consummated. The consummation of the SPA is subject to the satisfaction or waiver of a number of conditions, including, among others, the requirement that approvals are received from the Government of the Bolivarian Republic of Venezuela, the Government of the Republic of Indonesia, and the majority of our stockholders; requirements with respect to the accuracy of the representations and warranties of the parties to the SPA; and requirements with respect to the satisfaction or waiver of the covenants and obligations of the parties to the SPA. In addition, the SPA may be terminated in certain circumstances under the terms of the SPA. We cannot guarantee that the parties to the SPA will be able to meet all of the closing conditions of the SPA. If we are unable to meet all of the closing conditions, the Buyer would not be obligated to close the SPA. We also cannot be sure that circumstances, such as a material adverse effect, will not arise that would also allow the Buyer to terminate the SPA prior to closing. If the SPA does not close, our Board of Directors will be forced to evaluate other alternatives, which may be less favorable to us than the SPA. There can be no assurances as to whether this transaction will close or whether we will receive any cash proceeds related to the SPA.

Our cash is being used to fund oil and gas exploration projects, debt, interest, and to a lesser extent general and administrative costs. We require capital principally to fund the exploration and development of new oil and gas properties. As is common in the oil and gas industry, we have various contractual commitments pertaining to exploration, development and production activities. We do not have any remaining work commitments for the current exploration phases of the Budong PSC or Block 64 EPSA. We entered the third exploration phase of the Dussafu PSC on May 28, 2012. The third exploration phase of the Dussafu PSC has a $7.0 million ($4.7 million net to our 66.667 percent interest) work commitment over a four year period (see Note 12 – Gabon). This work commitment is non-discretionary; however, we do have the ability to control the pace of expenditures. In July 2012, we signed a contract for a semi-submersible drilling rig to drill an exploration well on the Gabon PSC. In the event that we elect to terminate the contract prior to the rig’s arrival on-site, we are obligated to compensate the drilling company $5.0 million ($3.3 million net to our 66.667 percent interest) for liquidated damages. Liquidating damages for other contract commitments in the event that we do not drill the well on the Gabon PSC total $0.2 million ($0.1 million net to our 66.667 percent interest). See Note 12 – Gabon.

Historically, our primary ongoing source of cash has been dividends from Petrodelta and the sale of oil and gas properties. On May 17, 2011, we closed the transaction to sell the Antelope Project. The transaction had an effective date of March 1, 2011. We received cash proceeds of approximately $217.8 million which reflected increases to the purchase price for customary adjustments and deductions for transaction related costs (see Note 4 – Dispositions – Discontinued Operations).

Between Petrodelta’s formation in October 2007 and June 2010, Petrodelta declared and paid dividends of $105.5 million to HNR Finance, B.V. (“HNR Finance”), a wholly owned subsidiary of Harvest Holding ($84.4 million net to our 32 percent interest). In November 2010, Petrodelta’s board of directors declared a dividend of $30.6 million, $12.2 million net to HNR Finance ($9.8 million net to our 32 percent interest). The dividend was ratified by Petrodelta’s shareholders in March 2011. Due to Petrodelta’s liquidity constraints caused by PDVSA’s insufficient monetary and contractual support, this dividend has not yet been received, although it is due and payable. There is uncertainty of the timing of receipt of the dividend receivable from Petrodelta and whether Petrodelta will declare or pay additional dividends in the future. See Note 14 – Related Party Transactions for a discussion of our obligations to our non-controlling interest holder, Vinccler, for any dividend received from Petrodelta. Also, any receipt of dividends while the SPA is active would become a purchase price adjustment under the SPA. To reflect our support of Petrodelta’s planned 2013 drilling program which will require all accumulated and available cash flow to support, we reclassified the dividend receivable to long-term at September 30, 2012. We have and will continue to monitor our investment in Petrodelta. Should the dividend receivable not be collected, or facts and circumstances surrounding our investment change, our results of operations and our investment in Petrodelta could be adversely impacted.

Currently, our source of cash is expected to be generated by accessing the debt and/or equity markets. On March 30, 2012, we announced that we had entered into an equity distribution agreement (the “Agreement”) with Knight Capital America, L.P. (“KCA”), a subsidiary of Knight Capital Group, Inc. relating to an “at-the-market” (“ATM”) offering of shares of our common stock having an aggregate sales price of up to $75.0 million. Under the terms of the Agreement, we may offer and sell shares of our common stock by means of transactions on the New York Stock Exchange (“NYSE”) or otherwise at market prices prevailing at the time of sale, at prices related to the prevailing market price or at negotiated rates. We are unable to access the ATM during blackout periods or when we are in possession of material information which has not been made public. As of September 30, 2012, we have not accessed the ATM. On October 12, 2012, we announced the sale of $79.8 million aggregate principal amount of 11 percent senior unsecured notes due October 11, 2014. See Note 16 – Subsequent Event.

We incurred debt during 2010 which has imposed restrictions on us and increased our vulnerability to adverse economic and industry conditions. Our senior convertible notes impose restrictions on us that limit our ability to obtain additional financing. Our ability to meet these covenants is primarily dependent on meeting customary affirmative covenant clauses. Our inability to satisfy the covenants contained in our senior convertible notes would constitute an event of default, if not waived. An uncured default could result in the senior convertible notes becoming immediately due and payable. If this were to occur, we may not be able to obtain waivers or secure alternative financing to satisfy our obligations, either of which would have a material adverse impact on our business. As of September 30, 2012, we were in compliance with all of our debt covenants.

Our senior convertible notes are due March 1, 2013. As of September 30, 2012, $22.5 million of the senior convertible notes had been converted into, or exchanged for, shares of our common stock. On October 11, 2012, $3.0 million of the remaining senior convertible notes were converted into shares of our common stock under the terms of the indenture governing the senior convertible notes, and $6.0 million face value of the remaining senior convertible notes was exchanged for $10.5 million in principal amount of the 11 percent senior unsecured debt issued October 11, 2012. See Note 16 – Subsequent Event.

Our ability to continue as a going concern depends upon the success of our planned exploration and development activities and the ability to secure additional financing as needed to secure our current operations. There can be no guarantee of future capital acquisition, fundraising or explorations success or that we will realize the value of our unevaluated exploratory well costs. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. We believe that we will continue to be successful in securing any funds necessary to continue as a going concern. However, our current cash position and our ability to access additional capital may limit our available opportunities or not provide sufficient cash for operations.

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Stock-Based Compensation

9 Months Ended

Sep. 30, 2012

Stock-Based Compensation [Abstract]

Stock-Based Compensation

Note 15 – Stock-Based Compensation

Stock options for 0.1 million shares were exercised in the nine months ended September 30, 2012 resulting in cash proceeds of $0.7 million. Stock options for 0.2 million shares were exercised in the nine months ended September 30, 2011 resulting in cash proceeds of $0.9 million.

On March 30, 2012, we announced that we had entered into the Agreement with KCA relating to an ATM offering of shares of our common stock having an aggregate sales price of up to $75.0 million. Under the terms of the Agreement, we may offer and sell shares of our common stock by means of transactions on the NYSE or otherwise at market prices prevailing at the time of sale, at prices related to the prevailing market price or at negotiated rates. We are unable to access the ATM during blackout periods or when we are in possession of material information which has not been made public. No shares were sold under the ATM during the nine months ended September 30, 2012.

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Indonesia

9 Months Ended

Sep. 30, 2012

Country Two [Abstract]

Indonesia

Note 11 – Indonesia

BPMIGAS has stated that we have satisfied all work commitments for the current exploration phase of the Budong PSC.

Costs incurred in 2012 to plug and abandon KD-1 and KD-1ST, the first sidetrack to the KD-1, of $0.7 million have been expensed to dry hole costs as of September 30, 2012.

Operational activities during the three months ended September 30, 2012 include a review of geological and geophysical data obtained from the drilling of Lariang-1 (“LG-1”) and KD-1 wells to upgrade the prospectivity of the block and to define a prospect for potential drilling in 2013. We have completed remapping of both the Lariang and Karama Basins with eight leads in the Lariang Basin and five leads in the Karama Basin having been identified.

The initial exploration term of the Budong PSC expires on January 15, 2013. In September 2012, the operator of the Budong PSC, on behalf of us and the other co-venturer, submitted a request to BPMIGAS under the terms of the Budong PSC for a four year extension of the initial six year exploration term of the Budong PSC. The request for extension of the initial exploration term includes a firm exploration well in late 2013. The extension of the initial exploration term will enable the joint venture to continue exploration activities on the Budong PSC. The granting of such request for an extension of the initial exploration term may not be unreasonably withheld. In the event that an extension of the initial exploration term is not granted, the Budong PSC will automatically terminate on January 15, 2013. However, verbal approval from BPMIGAS has been received to the request for extension of the initial exploration term. Formal written approval from the Government of Indonesia is awaited.

Furthermore, pursuant to the request for extension of the initial exploration term, the contract area held by the Budong PSC at the beginning of the extension period should be reduced, per the terms of the Budong PSC, from the current 55 percent to 20 percent of the original contract area. The retained area will contain all the areas of geological interest to the Budong PSC partners. The relinquishment will be addressed after the formal written approval for the request for extension of the initial exploration term is received.

The Budong PSC represents $7.7 million of unproved oil and gas properties on our September 30, 2012 balance sheet (December 31, 2011: $6.8 million).

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Taxes

9 Months Ended

Sep. 30, 2012

Taxes [Abstract]

Taxes

Note 7 – Taxes

Taxes on Income

During the nine months ended September 30, 2012, we recorded a tax benefit as a result of the projected U.S. tax loss from operations for the year 2012. The amount of benefit is limited to the amount of the loss that is expected to be utilized. In September 2012, we filed our 2011 U.S. corporate income tax return, which reflected taxable income for the year of approximately $8.0 million. Therefore, the loss carryback benefit was $2.8 million, utilizing the U.S. tax rate of 35 percent. On a worldwide basis, this resulted in an overall tax benefit of $1.8 million.

Our effective tax rate is low compared to the U.S. statutory rate due to net operating losses incurred in the U.S. which we are not able to fully obtain a tax benefit. The effective tax rate is further diluted when the overall tax benefit resulting from the U.S. tax loss is compared to our worldwide loss.

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Long-Term Debt

9 Months Ended

Sep. 30, 2012

Long-Term Debt [Abstract]

Long-Term Debt

Note 5 – Long-Term Debt

Long-Term Debt

Long-term debt consists of the following:

	September 30, 2012		December 31, 2011
	(in thousands)
Senior convertible notes, unsecured, with interest at 8.25%
See description below	$	9,000	$	31,535
Less current portion		9,000		—
Long term portion	$	—	$	31,535

On February 17, 2010, we closed an offering of $32.0 million in aggregate principal amount of our 8.25 percent senior convertible notes. Under the terms of the notes, interest is payable semi-annually in arrears on March 1 and September 1 of each year, beginning September 1, 2010. The senior convertible notes mature on March 1, 2013, unless earlier redeemed, repurchased or converted. The notes are convertible into shares of our common stock at a conversion rate of 175.2234 shares of common stock per $1,000 principal amount of senior convertible notes, equivalent to a conversion price of approximately $5.71 per share of common stock. The notes are general unsecured obligations, ranking equally with all of our other unsecured senior indebtedness, if any, and senior in right of payment to any of our subordinated indebtedness, if any. The notes are also redeemable in certain circumstances at our option and may be repurchased by us at the purchaser’s option in connection with occurrence of certain events.

In October 2011, $0.5 million of the senior convertible notes were converted into 0.1 million shares of common stock at a conversion rate of $5.71 per share. In March 2012, $16.0 million of the senior convertible notes were exchanged for 2.9 million shares of common stock at an effective exchange price of $5.56 per share. In addition, the exchanging holders were issued 0.1 million shares of common stock at $8.16 per share in exchange for foregoing a one-year interest make-whole of $1.3 million. In August 2012, $6.5 million of the senior convertible notes were exchanged for 1.2 million shares of common stock at an effective exchange price of $5.60 per share. In addition, the exchanging holders were issued 0.1 million shares of common stock at an average price of $9.13 per share in exchange for foregoing a one-year interest make-whole of $0.5 million.

Financing costs associated with the senior convertible notes offering are being amortized over the remaining life of the notes and are recorded in other assets. The balance for financing costs was $0.3 million at September 30, 2012 (December 31, 2011: $1.0 million).

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2012

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 6 – Commitments and Contingencies

In June 2012, the operator of the Budong PSC received notice of a claim related to the ownership of part of the land comprising the Karama-1 (“KD-1”) drilling site. The claim asserts that the land on which the drill site is located is partly owned by the claimant. The operator purchased the site from local landowners in January 2010, and the purchase was approved by BPMIGAS, Indonesia’s oil and gas regulatory authority. The claimant is seeking compensation of 16 billion Indonesia Rupiah (approximately $1.7 million, $1.1 million net to our 64.51 percent cost sharing interest) for land that was purchased at a cost of $4,100 in January 2010. The formal mediation hearing to assess the conflicting claims of ownership scheduled for August 9, 2012 failed to resolve the claim, and a formal court hearing was scheduled for October 30, 2012. Counsel for the claimant was not prepared to submit written evidence and the hearing was adjourned until November 13, 2012. We and the Budong PSC operator dispute the landowner’s claim and plan to vigorously defend against it.

In May 2012, Newfield Production Company (“Newfield”) filed notice pursuant to the Purchase and Sale Agreement between Harvest (US) Holdings, Inc. (“Harvest US”), a wholly owned subsidiary of Harvest, and Newfield dated March 21, 2011 (the “PSA”) of a potential environmental claim involving certain wells drilled on the Antelope Project. The claim asserts that locations constructed by Harvest US were built on, within, or otherwise impact or potentially impact wetlands and other water bodies. The notice asserts that to the extent of potential penalties or other obligations that might result from potential violations that Harvest US indemnifies Newfield pursuant to the PSA. In June 2012, we provided Newfield with notice pursuant to the PSA (1) denying that Newfield has any right to indemnification from us, (2) alleging that any potential environmental claim related to Newfield’s notice would be an assumed liability under the PSA and (3) asserting that Newfield indemnify us pursuant to the PSA. We dispute Newfield’s claims and plan to vigorously defend against them. We are unable to estimate the amount or range of any possible loss.

In October 2007, we entered into a Joint Exploration and Development Agreement (“JEDA”) with a private third party with respect to the Antelope Project. On January 11, 2011, in connection with the sale of each party’s interests in the Antelope Project (see Note 4 – Dispositions), we entered into a letter agreement with the private third party wherein the private third party agreed to reimburse us for certain expenses related to the sale of the two parties’ interests in the Antelope Project. The private third party disputed our calculation of the amount owed to us pursuant to the January 11, 2011 letter agreement. On March 11, 2011, we entered into a letter agreement with the private third party regarding certain obligations between the parties related to the JEDA. The private third party disputed our calculation of the amount due pursuant to one of the items in the March 11, 2011 letter agreement. At March 31, 2012, we had a note receivable outstanding from the private third party of $3.3 million (see Note 2 – Summary of Significant Accounting Policies, Notes Receivable), an account receivable from the private third party of $2.7 million, and an account payable outstanding to the private third party of $3.6 million related to the purchase in July 2010 of an incremental 10 percent interest in the Antelope Project. On June 13, 2012, the parties agreed to settle all outstanding claims for $0.8 million net account receivable to Harvest, which resulted in a $1.6 million loss on settlement recorded in discontinued operations. Payment was received September 19, 2012.

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. Unless that application is approved, the funds will remain in the blocked account, and we can give no assurance when, or if, OFAC will permit the funds to be released. As of November 3, 2012, our October 26, 2011 application for the return of the blocked funds remains pending with OFAC.

Robert C. Bonnet and Bobby Bonnet Land Services vs. Harvest (US) Holdings, Inc., Branta Exploration & Production, LLC, Ute Energy LLC, Cameron Cuch, Paula Black, Johnna Blackhair, and Elton Blackhair in the United States District Court for the District of Utah. This suit was served in April 2010 on Harvest and Elton Blackhair, a Harvest employee, alleging that the defendants, among other things, intentionally interfered with Plaintiffs’ employment agreement with the Ute Indian Tribe – Energy & Minerals Department and intentionally interfered with Plaintiffs’ prospective economic relationships. Plaintiffs seek actual damages, punitive damages, costs and attorney’s fees. We dispute Plaintiffs’ claims and plan to vigorously defend against them. We are unable to estimate the amount or range of any possible loss.

Uracoa Municipality Tax Assessments. Our Venezuelan subsidiary, Harvest Vinccler, has received nine assessments from a tax inspector for the Uracoa municipality in which part of the Uracoa, Tucupita and Bombal fields are located as follows:

• Three claims were filed in July 2004 and allege a failure to withhold for technical service payments and a failure to pay taxes on the capital fee reimbursement and related interest paid by PDVSA under the Operating Service Agreement (“OSA”). Harvest Vinccler has filed a motion with the Tax Court in Barcelona, Venezuela, to enjoin and dismiss one of the claims and has protested with the municipality the remaining claims.

• Two claims were filed in July 2006 alleging the failure to pay taxes at a new rate set by the municipality. Harvest Vinccler has filed a protest with the Tax Court in Barcelona, Venezuela, on these claims.

• Two claims were filed in August 2006 alleging a failure to pay taxes on estimated revenues for the second quarter of 2006 and a withholding error with respect to certain vendor payments. Harvest Vinccler has filed a protest with the Tax Court in Barcelona, Venezuela, on one claim and filed a protest with the municipality on the other claim.

• Two claims were filed in March 2007 alleging a failure to pay taxes on estimated revenues for the third and fourth quarters of 2006. Harvest Vinccler has filed a protest with the municipality on these claims.

Harvest Vinccler disputes the Uracoa tax assessments and believes it has a substantial basis for its positions. Harvest Vinccler is unable to estimate the amount or range of any possible loss. As a result of the SENIAT’s, the Venezuelan income tax authority, interpretation of the tax code as it applies to operating service agreements, Harvest Vinccler has filed claims in the Tax Court in Caracas against the Uracoa Municipality for the refund of all municipal taxes paid since 1997.

Libertador Municipality Tax Assessments. Harvest Vinccler has received five assessments from a tax inspector for the Libertador municipality in which part of the Uracoa, Tucupita and Bombal fields are located as follows:

• One claim was filed in April 2005 alleging the failure to pay taxes at a new rate set by the municipality. Harvest Vinccler has filed a protest with the Mayor’s Office and a motion with the Tax Court in Barcelona, Venezuela, to enjoin and dismiss the claim. On April 10, 2008, the Tax Court suspended the case pending a response from the Mayor’s Office to the protest. If the municipality’s response is to confirm the assessment, Harvest Vinccler will defer to the competent Tax Court to enjoin and dismiss the claim.

• Two claims were filed in June 2007. One claim relates to the period 2003 through 2006 and seeks to impose a tax on interest paid by PDVSA under the OSA. The second claim alleges a failure to pay taxes on estimated revenues for the third and fourth quarters of 2006. Harvest Vinccler has filed a motion with the Tax Court in Barcelona, Venezuela, to enjoin and dismiss both claims.

• Two claims were filed in July 2007 seeking to impose penalties on tax assessments filed and settled in 2004. Harvest Vinccler has filed a motion with the Tax Court in Barcelona, Venezuela, to enjoin and dismiss both claims.

Harvest Vinccler disputes the Libertador allegations set forth in the assessments and believes it has a substantial basis for its position. Harvest Vinccler is unable to estimate the amount or range of any possible loss. As a result of the SENIAT’s interpretation of the tax code as it applies to operating service agreements, Harvest Vinccler has filed claims in the Tax Court in Caracas against the Libertador Municipality for the refund of all municipal taxes paid since 2002.

On May 4, 2012, Harvest Vinccler learned that the Political Administrative Chamber of the Supreme Court of Justice has issued a decision dismissing one of Harvest Vinccler’s claims against the Libertador Municipality. Harvest Vinccler continues to believe that it has sufficient arguments to maintain its position in accordance with the Venezuelan Constitution. Harvest Vinccler plans to present a request of Constitutional Revision to the Constitutional Chamber of the Supreme Court of Justice once it is notified officially of the decision. As of November 3, 2012, Harvest Vinccler has not received official notification of the decision. Harvest Vinccler is unable to predict the impact of this decision on the remaining outstanding municipality claims and assessments.

We are a defendant in or otherwise involved in other litigation incidental to our business. In the opinion of management, there is no such litigation which will have a material adverse impact on our financial condition, results of operations and cash flows.

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Operating Segments

9 Months Ended

Sep. 30, 2012

Operating Segments [Abstract]

Operating Segments

Note 8 – Operating Segments

We regularly allocate resources to and assess the performance of our operations by segments that are organized by unique geographic and operating characteristics. The segments are organized in order to manage regional business, currency and tax related risks and opportunities. Operations included under the heading “United States” include corporate management, cash management, business development and financing activities performed in the United States and other countries, which do not meet the requirements for separate disclosure. All intersegment revenues, other income and equity earnings, expenses and receivables are eliminated in order to reconcile to consolidated totals. Corporate general and administrative and interest expenses are included in the United States segment and are not allocated to other operating segments:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
				(in thousands)
Segment Income (Loss)
Venezuela	$	15,372		$	13,918		$	45,820		$	41,247
Indonesia		(1,291	)		(1,557	)		(4,992	)		(4,571	)
Gabon		(1,732	)		(620	)		(4,717	)		(1,679	)
Oman		(704	)		(544	)		(7,235	)		(1,589	)
United States		(5,233	)		(3,522	)		(14,592	)		(30,270	)
Discontinued operations (Antelope Project)		(595	)		36			(1,699	)		95,435
Net income attributable to Harvest	$	5,817		$	7,711		$	12,585		$	98,573

	September 30, 2012			December 31, 2011
	(in thousands)
Operating Segment Assets
Venezuela	$	408,550		$	348,802
Indonesia		13,005			16,098
Gabon		57,420			56,926
Oman		6,669			7,152
United States		251,054			262,774
		736,698			691,752
Intersegment eliminations		(209,416	)		(178,705	)
Total Assets	$	527,282		$	513,047

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Summary of Significant Accounting Policies (Details Textual) (USD $) Share data in Millions, unless otherwise specified	1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 31, 2012	May 31, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011	Mar. 31, 2012
Summary of Significant Accounting Policies (Textual) [Abstract]
Current portion of long-term debt			$ 9,000,000		$ 9,000,000
Debt instrument, maturity date					Mar. 01, 2013
Total long-term debt							31,535,000
Note receivable							3,335,000	3,300,000
Deferred financing costs			300,000		300,000		1,000,000
Interest Related to Dussafu PSC Drilling Operations	66.667%	66.667%			66.667%		66.667%
Blocked payment net to cost sharing interest		700,000
Carrying value of our notes payable			9,000,000		9,000,000		31,500,000
Summary of Significant Accounting Policies (Additional Textual) [Abstract]
Restricted cash return date					Apr. 18, 2012
Capitalized interest costs			400,000	600,000	1,700,000	1,600,000
Options [Member]
Summary of Significant Accounting Policies (Textual) [Abstract]
Antidilutive securities excluded from computation of earnings per share, Amount			2.9	0.7	3.1	0.7
Warrants [Member]
Summary of Significant Accounting Policies (Textual) [Abstract]
Antidilutive securities excluded from computation of earnings per share, Amount			1.6	1.6	1.6	1.6
Level 1 [Member]
Summary of Significant Accounting Policies (Textual) [Abstract]
Fair value of our cash and cash equivalents			17,800,000		17,800,000		51,400,000
Carrying value of our cash and cash equivalents			17,800,000		17,800,000		51,400,000
Level 2 [Member]
Summary of Significant Accounting Policies (Textual) [Abstract]
Fair value of our notes payable			15,800,000		15,800,000		39,200,000
Level 3 [Member]
Summary of Significant Accounting Policies (Textual) [Abstract]
Fair value of our notes receivable							3,300,000
Carrying value of our notes receivable							3,300,000
Other assets [Member]
Summary of Significant Accounting Policies (Textual) [Abstract]
Investigative costs			1,000,000		1,000,000		400,000
Investigative costs expensed in current period					700,000
Deferred financing costs			300,000		300,000		1,000,000
Long-term VAT receivable			3,700,000		3,700,000		3,300,000
Blocked payment net to cost sharing interest			700,000		700,000		700,000
8.25 percent senior convertible notes [Member]
Summary of Significant Accounting Policies (Textual) [Abstract]
Current portion of long-term debt			9,000,000		9,000,000
Total long-term debt							$ 31,500,000

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Related Party Transactions (Details Textual) (USD $) In Millions, unless otherwise specified	1 Months Ended	9 Months Ended	12 Months Ended
	Nov. 30, 2010	Sep. 30, 2012	Dec. 31, 2008
Petrodelta's [Member]
Related Party Transactions (Textual) [Abstract]
Number of Dividends Declared and Paid by Equity Method Investee		3
Number of Dividends Declared and Unpaid by Equity Method Investee		1
HNR Finance [Member]
Related Party Transactions (Textual) [Abstract]
Dividends declared net to HNR Finance	$ 12.2	$ 105.5
Dividend receivable - equity affiliate		12.2
Dividend Declared and Paid by HNR Finance			72.5
Dividends Received and Undeclared by HNR Finance		33.0
Vinccler [Member]
Related Party Transactions (Textual) [Abstract]
Undistributed dividends from Vinccler		$ 9.0

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Oman

9 Months Ended

Sep. 30, 2012

Country Four [Abstract]

Oman

Note 13 – Oman

All work commitments on the Block 64 EPSA have been completed and post well studies are being conducted. A one year extension for the Block 64 EPSA was granted until May 2013, at which time we must decide whether to commit to the Second Phase of the Block 64 EPSA. The Second Phase exploration phase of the Block 64 EPSA has an $11.0 million work commitment over a three year period.

Operational activities during the three months ended September 30, 2012 included post well evaluation and review of geological and geophysical data obtained from the drilling of the Mafraq South-1 (“MFS-1”) and Al Ghubar North-1 (“AGN-1”) wells. Work continues on Block 64 EPSA to mature other drilling opportunities for a possible exploration well in the Second Phase of the license should we elect to enter the Second Phase.

Costs incurred in 2012 to plug and abandon the AGN-1 of $4.9 million have been expensed to dry hole costs as of September 30, 2012.

The Block 64 EPSA represents $5.8 million of unproved oil and gas properties on our September 30, 2012 balance sheet (December 31, 2011: $5.3 million).

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2012

Summary of Significant Accounting Policies [Abstract]

Major components of property and equipment

	September 30, 2012			December 31, 2011
	(in thousands)
Unproved property costs	$	69,079		$	62,842
Oilfield inventories		3,102			2,829
Other administrative property		3,247			3,176
Total property and equipment		75,428			68,847
Accumulated depreciation and amortization		(2,364	)		(2,048	)
Total property and equipment, net	$	73,064		$	66,799

Earnings Per Share

	Three Months Ended September 30,
	2012			2011
	(in thousands, except per share data)
Income from continuing operations (a)	$	6,412		$	7,675
Discontinued operations		(595	)		36
Net income attributable to Harvest	$	5,817		$	7,711
Weighted average common shares outstanding		38,067			34,174
Effect of dilutive securities		713			4,381
Weighted average common shares, diluted		38,780			38,555
Basic Earnings Per Share:
Income from continuing operations	$	0.17		$	0.23
Income from discontinued operations		(0.02	)		—
Basic earnings per share	$	0.15		$	0.23
Diluted Earnings Per Share:
Income from continuing operations	$	0.17		$	0.20
Income from discontinued operations		(0.02	)		—
Diluted earnings per share	$	0.15		$	0.20
	Nine Months Ended September 30,
	2012			2011
	(in thousands, except per share data)
Income from continuing operations (a)	$	14,284		$	3,138
Discontinued operations		(1,699	)		95,435
Net income attributable to Harvest	$	12,585		$	98,573
Weighted average common shares outstanding		36,780			34,053
Effect of dilutive securities		234			5,694
Weighted average common shares, diluted		37,014			39,747
Basic Earnings Per Share:
Income from continuing operations	$	0.39		$	0.09
Income (loss) from discontinued operations		(0.05	)		2.80
Basic earnings per share	$	0.34		$	2.89
Diluted Earnings Per Share:
Income from continuing operations	$	0.39		$	0.08
Income (loss) from discontinued operations		(0.05	)		2.40
Diluted earnings per share	$	0.34		$	2.48

^(a)  Includes net income attributable to noncontrolling interest.

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Gabon (Details Textual) (USD $) In Millions, unless otherwise specified	1 Months Ended		3 Months Ended	9 Months Ended	12 Months Ended
	Jul. 31, 2012	May 31, 2011	Sep. 30, 2012 sqkm	Sep. 30, 2012	Dec. 31, 2011
Gabon (Textual) [Abstract]
Cost sharing interest	66.667%	66.667%		66.667%	66.667%
Gabon (Additional Textual) [Abstract]
Third exploration phase date				May 28, 2012
Third exploration phase extension date				May 27, 2016
Processing of seismic			545
3-D Pre-Stack Time Migration (PSTM), completion date				Jul. 31, 2012
Compensation for liquidated damages at cost	$ 5.0
Compensation for liquidated damages net to cost sharing interest	3.3
Liquidating damages	0.2
Liquidating damages net to cost sharing interest	0.1
Dussafu PSC [Member]
Gabon (Textual) [Abstract]
Extended period of third exploration phase				4 years
Remaining work commitment at cost				7.0
Remaining work commitment at cost net of sharing interest				4.7
Cost sharing interest				66.667%
Unproved oil and gas properties			52.3	52.3	50.4

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Taxes (Details Textual) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2012
Taxes (Textual) [Abstract]
Annual taxable income actual	$ 8.0
Loss carry back benefit	2.8
Tax rate	35.00%
Valuation allowance, deferred tax asset worldwide basis	$ 1.8

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Consolidated Condensed Statements of Stockholders' Equity (USD $) In Thousands, unless otherwise specified	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Treasury Stock	Non-Controlling Interest
Beginning Balance at Dec. 31, 2010	$ 374,110	$ 401	$ 230,362	$ 139,389	$ (65,543)	$ 69,501
Beginning Balance, Shares at Dec. 31, 2010		40,103
Issuance of common shares:
Exercise of stock options, shares		167
Exercise of stock options	924	2	922
Restricted stock awards, Shares		273
Restricted stock awards	2,030	2	2,028
Employee stock-based compensation	2,611		2,611
8.25% senior convertible notes, Shares		82
8.25% senior convertible notes	465	1	464
Discount on debt	(2,730)		(2,730)
Purchase of treasury shares	(561)				(561)
Tax benefits related to equity compensation	2,535		2,535
Net Income	68,071			53,894		14,177
Ending Balance at Dec. 31, 2011	447,455	406	236,192	193,283	(66,104)	83,678
Ending Balance, Shares at Dec. 31, 2011		40,625
Issuance of common shares:
Exercise of stock options, shares	100	112
Exercise of stock options	700	1	699
Restricted stock awards, Shares		179
Restricted stock awards	1,352	2	1,350
Employee stock-based compensation	1,458		1,458
8.25% senior convertible notes, Shares		4,265
8.25% senior convertible notes	24,673	43	24,630
Purchase of treasury shares	(41)				(41)
Net Income	24,422			12,585		11,837
Ending Balance at Sep. 30, 2012	$ 500,019	$ 452	$ 264,329	$ 205,868	$ (66,145)	$ 95,515
Ending Balance, Shares at Sep. 30, 2012		45,181

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2012

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – 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 interests.

Presentation of Comprehensive Income

We adopted Accounting Standards Update (“ASU”) No. 2011-05 (ASU 2011-05), which is included in Accounting Standards Codification (“ASC”) 220, “Comprehensive Income” (“ASC 220”), effective January 1, 2012 and have elected to utilize the “single continuous statement” for presentation of all nonowner changes in stockholders’ equity.

Reporting and Functional Currency

The United States Dollar (“U.S. Dollar”) is the reporting and functional currency for all of our controlled subsidiaries and Petrodelta. Amounts denominated in non-U.S. Dollar currencies are re-measured into U.S. Dollars, and all currency gains or losses are recorded in the consolidated statement of operations. There are many factors that affect foreign exchange rates and the resulting exchange gains and losses, many of which are beyond our influence.

See Note 9 – Venezuela for a discussion of currency exchange risk on Harvest Vinccler’s and Petrodelta’s businesses.

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. Restricted cash at December 31, 2011 represents cash held in a U.S. bank used as collateral for a standby letter of credit issued as a payment guarantee for electric wireline services to be provided during the drilling of the two exploratory wells on the Block 64 EPSA (see Note 13 – Oman). The restricted cash was returned to us on April 18, 2012.

Financial Instruments

Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable and notes payable. Cash and cash equivalents are placed with commercial banks with high credit ratings. This diversified investment policy limits our exposure both to credit risk and to concentrations of credit risk.

Current portion of long-term debt at September 30, 2012 consisted of $9.0 million of fixed-rate unsecured senior convertible notes maturing on March 1, 2013 unless earlier redeemed, purchased or converted. Total long-term debt at December 31, 2011 consisted of $31.5 million of fixed-rate unsecured senior convertible notes maturing on March 1, 2013 unless earlier redeemed, purchased or converted. See Note 5 – Long-Term Debt.

Notes Receivable

Notes receivable bear interest and can have due dates that are less than one year or more than one year. Amounts outstanding under the notes bear interest at a rate based on the current prime rate and are recorded at face value. Interest is recognized over the life of the note. We may or may not require collateral for the notes.

Each note is analyzed to determine if it is impaired pursuant to ASU 2010-20, which is included in ASC 310, “Receivables”. A note is impaired if it is probable that we will not collect all principal and interest contractually due. We do not accrue interest when a note is considered impaired. All cash receipts on impaired notes are applied to reduce the accrued interest on the note until the interest is made current and, thereafter, applied to reduce the principal amount of such notes.

Our note receivable related to a prospect leasing cost financing arrangement. The note receivable plus accrued interest was approximately $3.3 million at December 31, 2011, and was secured by a portion of the production from the Bar F #1-20-3-2 in Utah. See Note 6 – Commitments and Contingencies for a discussion of the settlement of the note receivable.

Other Assets

Other assets consist of investigative costs associated with new business development projects, deferred financing costs and a long-term receivable for value added tax (“VAT”) credits related to the Budong PSC. Investigative costs are reclassified to oil and gas properties or expensed depending on management’s assessment of the likely outcome of the project. Deferred financing costs relate to specific financing and are amortized over the life of the financing to which the costs relate. See Note 5 – Long-Term Debt. The VAT receivable is reimbursed through the sale of hydrocarbons (see Note 11 – Indonesia for development plans for the Budong PSC).

At September 30, 2012, other assets consisted of $1.0 million of investigative costs, $0.3 million of deferred financing costs and $3.7 million of long-term VAT receivable. At December 31, 2011, other assets consisted of $0.4 million of investigative costs, $1.0 million of deferred financing costs and $3.3 million of long-term VAT receivable. During the nine months ended September 30, 2012, $0.7 million of investigative costs were reclassified to expense.

Other Assets at September 30, 2012 also includes a blocked payment of $0.7 million (December 31, 2011: $0.7 million) net to our 66.667 percent interest 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 6 – Commitments and Contingencies.

Investment in Equity Affiliates

We evaluate our investments in unconsolidated companies under ASC 323, “Investments – Equity Method and Joint Ventures.” Investments in which we have significant influence are accounted for under the equity method of accounting. Under the equity method, Investment in Equity Affiliates is increased by additional investments and earnings and decreased by dividends and losses. We review our Investment in Equity Affiliates for impairment whenever events and circumstances indicate a loss in investment value is other than a temporary decline.

There are many factors to consider when evaluating an equity investment for possible impairment. Currency devaluations, inflationary economies, and cash flow analysis are some of the factors we consider in our evaluation for possible impairment. At September 30, 2012, there were no events that would indicate that our equity investment in Petrodelta had sustained a loss in value that is other than temporary.

Property and Equipment

We use the successful efforts method of accounting for oil and gas properties. The major components of property and equipment are as follows:

	September 30, 2012			December 31, 2011
	(in thousands)
Unproved property costs	$	69,079		$	62,842
Oilfield inventories		3,102			2,829
Other administrative property		3,247			3,176
Total property and equipment		75,428			68,847
Accumulated depreciation and amortization		(2,364	)		(2,048	)
Total property and equipment, net	$	73,064		$	66,799

Capitalized Interest

We capitalize interest costs for qualifying oil and gas properties. The capitalization period begins when expenditures are incurred on qualified properties, activities begin which are necessary to prepare the property for production and interest costs have been incurred. The capitalization period continues as long as these events occur. The average additions for the period are used in the interest capitalization calculation. During the three and nine months ended September 30, 2012, we capitalized interest costs of $0.4 million and $1.7 million, respectively, for qualifying oil and gas property additions. During the three and nine months ended September 30, 2011, we capitalized interest costs of $0.6 million and $1.6 million, respectively, for qualifying oil and gas property.

Fair Value Measurements

We measure and disclose fair values in accordance with the provisions of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”). This guidance defines fair value in applying USGAAP, establishes a framework for measuring fair value and expands disclosures about fair-value measurements, but does not change existing guidance as to whether or not an instrument is carried at fair value. ASC 820 also establishes a fair-value hierarchy.

• Level 1 inputs are quoted prices (unadjusted) for identical assets or liabilities in active markets that we have the ability to access at the measurement date. Our Level 1 fair value measurements consist of cash and cash equivalents in a money market fund comprised of high quality, short term investments with minimal credit risk. At September 30, 2012, the carrying value and fair value of our cash and cash equivalents held in money market funds was $17.8 million (December 31, 2011: $51.4 million).

• Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Our Level 2 fair value measurements consist of our senior convertible notes. The estimated fair value of our senior convertible notes is based on the most recent market trades of the debt and weighted by the size of the trades. As of September 30, 2012, the carrying value of our senior convertible notes was $9.0 million (December 31, 2011: $31.5 million). As of September 30, 2012, the estimated fair value of our senior convertible notes was $15.8 million (December 31, 2011: $39.2 million).

• Level 3 inputs are unobservable inputs for the asset or liability. Valuation techniques include pricing models and discounted cash flow models in which one or more significant inputs are unobservable, including our own assumptions. The pricing model incorporates transaction details such as contractual terms, maturity and, in certain instances, timing and amount of future cash flows, as well as assumptions related to liquidity and credit valuation adjustments of marketplace participants. Our Level 3 fair value measurements consist of our note receivable. The note receivable is not publicly traded and not easily transferable. As of September 30, 2012, our note receivable had been settled (see Note 6 – Commitments and Contingencies). The estimated fair value of our note receivable approximates the note receivable carrying value of $3.3 million at December 31, 2011.

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.

	Three Months Ended September 30,
	2012			2011
	(in thousands, except per share data)
Income from continuing operations (a)	$	6,412		$	7,675
Discontinued operations		(595	)		36
Net income attributable to Harvest	$	5,817		$	7,711
Weighted average common shares outstanding		38,067			34,174
Effect of dilutive securities		713			4,381
Weighted average common shares, diluted		38,780			38,555
Basic Earnings Per Share:
Income from continuing operations	$	0.17		$	0.23
Income from discontinued operations		(0.02	)		—
Basic earnings per share	$	0.15		$	0.23
Diluted Earnings Per Share:
Income from continuing operations	$	0.17		$	0.20
Income from discontinued operations		(0.02	)		—
Diluted earnings per share	$	0.15		$	0.20
	Nine Months Ended September 30,
	2012			2011
	(in thousands, except per share data)
Income from continuing operations (a)	$	14,284		$	3,138
Discontinued operations		(1,699	)		95,435
Net income attributable to Harvest	$	12,585		$	98,573
Weighted average common shares outstanding		36,780			34,053
Effect of dilutive securities		234			5,694
Weighted average common shares, diluted		37,014			39,747
Basic Earnings Per Share:
Income from continuing operations	$	0.39		$	0.09
Income (loss) from discontinued operations		(0.05	)		2.80
Basic earnings per share	$	0.34		$	2.89
Diluted Earnings Per Share:
Income from continuing operations	$	0.39		$	0.08
Income (loss) from discontinued operations		(0.05	)		2.40
Diluted earnings per share	$	0.34		$	2.48

^(a)  Includes net income attributable to noncontrolling interest.

The three months ended September 30, 2012 per share calculations above exclude 2.9 million options and 1.6 million warrants because they were anti-dilutive. The three months ended September 30, 2011 per share calculations above exclude 0.7 million options and 1.6 million warrants because they were anti-dilutive.

The nine months ended September 30, 2012 per share calculations above exclude 3.1 million options and 1.6 million warrants because they were anti-dilutive. The nine months ended September 30, 2011 per share calculations above exclude 0.7 million options and 1.6 million warrants because they were anti-dilutive.

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Dispositions (Tables)

9 Months Ended

Sep. 30, 2012

Dispositions [Abstract]

Revenue and net loss on disposition

	Three Months Ended September 30,					Nine Months Ended September 30,
	2012			2011		2012			2011
				(in thousands)
Revenue applicable to discontinued operations	$	—		$	—	$	—		$	6,488
Net income (loss) from discontinued operations	$	(595	)	$	36	$	(1,699	)	$	95,435

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Long-Term Debt (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011	Feb. 17, 2010
Summary of long-term debt
Senior convertible notes, unsecured, with interest at 8.25% See description below	$ 9,000	$ 31,535
Less current portion	9,000
Long term portion		$ 31,535	$ 32,000

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Gabon

9 Months Ended

Sep. 30, 2012

Country Three [Abstract]

Gabon

Note 12 – Gabon

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 Direction Generale Des Hydrocarbures (“DGH”) agreed to lengthen the third exploration phase to four years until May 27, 2016. The third exploration phase of the Dussafu PSC has a $7.0 million ($4.7 million net to our 66.667 percent interest) work commitment over a four year period.

Operational activities during the three months ended September 30, 2012 included completion of the processing of 545 square kilometers of seismic which was acquired in the fourth quarter of 2011 and well planning. The 3-D Pre-Stack Time Migration (“PSTM”) was completed in July 2012. Well planning progressed to drill an exploration well in the fourth quarter of 2012 on the Tortue prospect. In July 2012, we signed a contract for the Scarabeo 3 semi-submersible drilling rig. Mobilization of the drilling rig to the well site in Gabon is expected to commence in November 2012. In the event that we elect to terminate the contract prior to the rig’s arrival on-site, we are obligated to compensate the drilling company $5.0 million ($3.3 million net to our 66.667 percent interest) for liquidated damages. Liquidating damages for other contract commitments in the event that we do not drill the well on the Gabon PSC total $0.2 million ($0.1 million net to our 66.667 percent interest).

The Dussafu PSC represents $52.3 million of unproved oil and gas properties on our September 30, 2012 balance sheet (December 31, 2011: $50.4 million).