Each one in plain English, with the numbers worked through for a shareholder.
15 Mar 2012material agreement▲ Good
Locked in an offtake contract for all of Cook Inlet Energy's crude with an independent Alaskan refiner, priced off West Texas or Alaska North Slope benchmarks less transport, with a floor of 200 and a ceiling of 24,000 barrels a day.
Guggenheim waived the resulting defaults but tightened the screws: extra reporting, a 2% interest increase in some circumstances, a $115,593 waiver fee, 90% of net revenue swept to repayment from October, and -- tellingly -- delisting from the NYSE made an event of default in its own right.
Told the New York Stock Exchange it was in breach of the listing rule requiring an annual report with audited accounts, four months after joining. The audit committee brought in outside counsel Andrews Kurth to investigate how the filing went out unaudited.
A far worse admission than March's: the company had filed its annual report before KPMG had finished auditing it or consented to its own report being used, so the audited accounts and KPMG's opinion had to be withdrawn, along with three more quarters restated for misclassified royalties, understated share-based pay, mis-valued derivatives and an unconsolidated subsidiary.
Signed a $100 million credit facility with Guggenheim (borrowing base $35 million, joined by Citibank and Bristol Investment Fund) at a minimum 9.5% interest, secured on everything and requiring 90% of monthly net revenue to go to repayment from January 2012. Expensive money on a short leash, and the first of four lenders in four years.
Ordered a custom $17.9 million drilling rig from Voorhees for its Osprey offshore platform, payable in five instalments, with the rig itself assigned to Guggenheim as security under the credit facility signed the next day.
Left Nasdaq voluntarily for the New York Stock Exchange, keeping the ticker MILL -- eighteen months after being confined to the Pink Sheets, and the high-water mark of the company's respectability.
Told investors not to rely on its first two quarterly reports of the year: it had failed to accrete its well-abandonment obligations, mis-stated depreciation and depletion on the Alaskan assets, and wrongly booked expected Alaska tax credits. The first crack in the accounting behind the Alaska acquisition.
Agreed with Alaska's Department of Natural Resources to post an $18 million performance bond for eventually dismantling the Redoubt Shoal field, payable in annual instalments from 2013; about $6.6 million left behind by the previous owner counts towards it. The clean-up cost that came free with the bargain Alaska assets now had a number and a schedule.
Hired KPMG to replace Sherb & Co -- a Big Four auditor for a company with a $325 million reserve claim resting on a $2.25 million purchase. Within six months that relationship would produce the company's worst crisis.
Took a $5 million short-term line from PlainsCapital Bank, personally guaranteed by chairman Deloy Miller and chief executive Scott Boruff, who each pledged their own shares as security. A newly Nasdaq-listed company whose officers must guarantee a two-month bridge loan is not a company banks are comfortable with.
Settled the five-year fight over the warrants issued in the 2005 Prospect financing by giving Prospect Capital 2,013,814 shares on a cashless exercise. With an October settlement with Petro Capital, every claim arising from that 2005 loan was finally closed out.
Alaska's regulator accepted a settlement cutting the tariff Cook Inlet Energy pays Chevron's Cook Inlet Pipe Line, its only route to export oil, by $6.57 to $8.00 a barrel for the rest of 2010. Future rates are set by formula, and Miller committed to minimum annual volumes through 2014.
On March 26, 2010 (closed April 1), Miller Petroleum sold 1,433,429 shares at $3.50 each to fourteen investors in a private placement, raising gross proceeds of $5,017,002, and issued them five-year warrants for 716,716 more shares at $5.28. Proceeds go to general working capital. A finder gets a $351,190 fee and warrants for 100,340 shares. For shareholders this means new dilution, plus a price-protection clause: if shares are issued below $3.50 within six months, these investors get extra shares. The board approved up to $8 million in total sales on these terms, so more may follow. This is the first equity raise after the December 2009 Cook Inlet purchase in the context.
What it means for a shareholder
1.4m new shares at $3.50 to raise about $5.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Closed the same offering out at $6.0 million total, selling another 1,265,000 shares to eleven more investors in January -- enough, the company said, to fund a year of Alaskan capital spending and clear the debt built up during 2009's acquisition spree.
Sold 4,750,000 shares at $1.00 -- a 16.67% discount to market -- raising $4.75 million from accredited investors to start funding the Alaska operation it had just acquired.
What it means for a shareholder
4.8m new shares at $1.00 to raise about $4.8m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
23 Dec 2009asset acquisition disposition▲ GoodMajor
The transaction that made and eventually broke the company: Miller paid $2.25 million in cash and 3.5 million warrants for Cook Inlet Energy, which had just bought Pacific Energy Resources' Alaskan oil and gas assets out of Chapter 11, and immediately told the market the reserves were worth over $325 million -- a 32-fold increase in the company's stated reserves for a rounding error in cash. That valuation is what the SEC would later pursue.
24 June 2009asset acquisition disposition▲ GoodMajor
Two weeks after the Ky-Tenn deal, bought East Tennessee Consultants and its affiliate -- 377 wells, about 5,000 acres and, importantly, the operating staff -- for another 1,000,000 shares valued at $250,000, with the three sellers locked in for three years and one of them made vice-president of operations.
12 June 2009asset acquisition disposition▲ GoodMajor
Bought Ky-Tenn Oil's roughly 170 wells and 35,325 acres of Chattanooga Shale leases in Tennessee for 1,000,000 shares valued at just $320,000 -- the first of a run of acquisitions paid for in stock rather than cash under new chief executive Scott Boruff.
Replaced Rodefer Moss with Sherb & Co as auditor. The disclosure conceded that the prior year's audit report had carried a going-concern warning, driven by recurring losses and Wind City's right to force Miller to buy back 2.9 million shares for about $4.35 million it did not have.
19 June 2008director officer appointment● NeutralMajor
Sold its 27,620-acre Koppers leases and eight wells in Campbell County to Atlas Energy for $19.6 million -- but $10.6 million of that went straight to Wind City to settle the joint-venture dispute rather than to Miller, which kept $9.0 million, twelve retained wells and a repurchase option. The 2005 Wind City venture had cost Miller its best Tennessee acreage.
Kicked off the OTC Bulletin Board for being late with its reports three times in two years, Miller dropped to the Pink Sheets without appealing -- the low point of its Tennessee era.
31 May 2007capital raising announcement● NeutralMajor
Agreed to buy its way out of the Wind City joint venture and the litigation it had produced: $8 million to reacquire all the leases, wells and pipeline rights it had contributed and to repurchase Wind City's 2.9 million shares, with the lawsuits stayed until payment. The deal lapsed if Miller could not find the money by June 30 -- and Miller could not.
Formed Wind Mill Oil & Gas with Wind City Oil & Gas, contributing its Tennessee and Texas prospects against Wind City's $10 million cash, for 49.9% of the venture, and agreed to work exclusively for it for three years. Wind City separately bought 2,900,000 Miller shares. Within eighteen months the two would be suing each other.
1 Nov 2005material agreement termination▲ GoodMajor
Golden Triangle and Norwest walked away after the first five wells, exercising their option to end the farm-in and hand back everything they had not already earned. Miller paid no penalty and regained full control of the 10,400-acre Koppers/Carden tract with five wells drilled entirely at the partners' expense -- a partner's loss of nerve that left Miller better off.