SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended Commission File Number
June 30, 1999 0-23431
MILLER EXPLORATION COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware 38-3379776
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3104 Logan Valley Road
Traverse City, Michigan 49685-0348
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (231) 941-0004
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding at
Class August 13, 1999
----- ---------------
Common stock, $.01 par value 12,653,353 shares
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MILLER EXPLORATION COMPANY
TABLE OF CONTENTS
Page No.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.............................................3
Consolidated Statements of Operations--
Three Months and Six Months Ended June 30, 1999 and 1998 ........3
Consolidated Balance Sheets--
June 30, 1999 and December 31, 1998..............................4
Consolidated Statement of Equity--
Six Months Ended June 30, 1999...................................5
Consolidated Statements of Cash Flows--
Six Months Ended June 30, 1999 and 1998..........................6
Notes to Consolidated Financial Statements.......................7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations...........................................14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings...............................................22
Item 6. Exhibits and Reports on Form 8-K................................23
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MILLER EXPLORATION COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1999 1998 1999 1998
---------------------- ---------------------
REVENUES:
Natural gas ................................. $ 3,912 $ 4,987 $ 8,031 $ 8,562
Crude oil and condensate .................... 898 626 1,614 1,079
Other operating revenues .................... 150 114 294 322
------- ------- ------- -------
Total operating revenues ................ 4,960 5,727 9,939 9,963
------- ------- ------- -------
OPERATING EXPENSES:
Lease operating expenses and production taxes 448 760 1,051 1,407
Depreciation, depletion and amortization .... 3,530 3,117 6,922 5,618
General and administrative .................. 923 784 1,800 1,833
------- ------- ------- -------
Total operating expenses ................ 4,901 4,661 9,773 8,858
------- ------- ------- -------
OPERATING INCOME ................................ 59 1,066 166 1,105
------- ------- ------- -------
INTEREST EXPENSE ................................ (1,013) (326) (1,607) (562)
------- ------- ------- -------
INCOME (LOSS) BEFORE INCOME TAXES ............... (954) 740 (1,441) 543
------- ------- ------- -------
INCOME TAX PROVISION (CREDIT) (Note 2) .......... (378) 139 (576) 5,522
------- ------- ------- -------
NET INCOME (LOSS) ............................... $ (576) $ 601 $ (865) $(4,979)
======= ======= ======= =======
EARNINGS (LOSS) PER SHARE (Note 3)
Basic ....................................... $ (0.05) $ 0.05 $ (0.07) $ (0.51)
======= ======= ======= =======
Diluted ..................................... $ (0.05) $ 0.05 $ (0.07) $ (0.51)
======= ======= ======= =======
The accompanying notes are an integral part of
these consolidated financial statements.
3
MILLER EXPLORATION COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
As of June 30, As of December 31,
1999 1998
--------------- ----------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents .................................... $ 934 $ 22
Accounts receivable .......................................... 3,284 3,959
Inventories, prepaids and advances to other operators ........ 531 978
--------- ---------
Total current assets ..................................... 4,749 4,959
--------- ---------
OIL AND GAS PROPERTIES--at cost (full cost method):
Proved oil and gas properties ................................ 107,991 103,272
Unproved oil and gas properties .............................. 35,404 39,995
Less-Accumulated depreciation, depletion and amortization .... (70,021) (63,253)
--------- ---------
Net oil and gas properties ............................... 73,374 80,014
--------- ---------
OTHER ASSETS ....................................................... 817 995
--------- ---------
Total assets ............................................. $ 78,940 $ 85,968
========= =========
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt ............................ $ 4,000 $ 10,500
Accounts payable ............................................. 4,985 6,819
Accrued expenses and other current liabilities ............... 4,057 3,565
--------- ---------
Total current liabilities ................................ 13,042 20,884
--------- ---------
LONG-TERM DEBT ..................................................... 33,251 31,837
DEFERRED INCOME TAXES .............................................. 6,392 6,883
DEFERRED REVENUE ................................................... 1,597 1,615
COMMITMENTS AND CONTINGENCIES (NOTE 6)
EQUITY:
Common stock warrants ........................................ 423 --
Preferred stock, $0.01 par value; 2,000,000 shares authorized;
none outstanding ......................................... -- --
Common stock, $0.01 par value; 40,000,000 shares
authorized; 12,653,353 shares and 12,492,597 shares
outstanding at June 30, 1999 and December 31, 1998,
respectively ............................................. 127 126
Additional paid in capital ................................... 66,777 67,136
Deferred compensation ........................................ (167) (876)
Retained deficit ............................................. (42,502) (41,637)
--------- ---------
Total equity ....................................................... 24,658 24,749
--------- ---------
Total liabilities and equity ............................. $ 78,940 $ 85,968
========= =========
The accompanying notes are an integral part of
these consolidated financial statements.
4
MILLER EXPLORATION COMPANY
CONSOLIDATED STATEMENT OF EQUITY
(In thousands)
(Unaudited)
Common Additional
Stock Preferred Common Paid In Deferred Retained
Warrants Stock Stock Capital Compensation Deficit
-------- ----- ----- ------- ------------ -------
BALANCE-December 31, 1998 $ -- $ -- $ 126 $ 67,136 $ (876) $(41,637)
Issuance of restricted stock
and benefit plan shares -- -- -- (447) 709 --
Issuance of non-employee
Directors' shares -- -- 1 88 -- --
Common stock warrants issued 423 -- -- -- -- --
Net loss -- -- -- -- -- (865)
-------- -------- -------- -------- -------- --------
BALANCE-June 30, 1999 $ 423 $ -- $ 127 $ 66,777 $ (167) $(42,502)
======== ======== ======== ======== ======== ========
The accompanying notes are an integral part of
these consolidated financial statements.
5
MILLER EXPLORATION COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
For the Six Months Ended
June 30,
---------------------------
1999 1998
----------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .......................................................... $ (865) $ (4,979)
Adjustments to reconcile net loss to net cash from
operating activities--
Depreciation, depletion and amortization .................... 6,922 5,618
Deferred income taxes ....................................... (491) 244
Deferred revenue ............................................ (18) (27)
Changes in assets and liabilities--
Accounts receivable ..................................... 675 (1,949)
Other assets ............................................ 517 3,088
Accounts payable ........................................ (1,834) 5,971
Accrued expenses and other current liabilities .......... 492 408
-------- --------
Net cash flows provided by operating activities ...... 5,398 8,374
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Exploration and development expenditures .......................... (8,375) (18,861)
Acquisition of properties ......................................... -- (51,011)
Proceeds from sale of oil and gas properties ...................... 8,201 515
-------- --------
Net cash flows used in investing activities ............. (174) (69,357)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of principal ............................................. (7,576) (8,178)
Borrowing on long-term debt ....................................... 2,490 23,500
Contributions, return of capital and stock proceeds, net .......... 774 45,602
-------- --------
Net cash flows provided by (used in) financing activities (4,312) 60,924
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ................... 912 (59)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE
PERIOD ............................................................ 22 146
-------- --------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD ......................... $ 934 $ 87
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for--
Interest ....................................................... $ 1,543 $ 612
======== ========
The accompanying notes are an integral part of
these consolidated financial statements.
6
MILLER EXPLORATION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Organization and Nature of Operations
The consolidated financial statements of Miller Exploration Company
(the "Company") and subsidiary included herein have been prepared by management
without audit pursuant to the rules and regulations of the Securities and
Exchange Commission (the "SEC"). Accordingly, they reflect all adjustments which
are, in the opinion of management, necessary for a fair presentation of the
financial results for the interim periods. Certain information and notes
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. However, management believes that the disclosures are
adequate to make the information presented not misleading. These consolidated
financial statements should be read in conjunction with the financial statements
and the notes thereto included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1998.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements of the Company include the
accounts of the Company and its subsidiary after elimination of all intercompany
accounts and transactions.
The Combination Transaction
The Company was formed as a Delaware corporation in November 1997 to
serve as the surviving company upon the completion of a series of combination
transactions (the "Combination Transaction"). The first part of the Combination
Transaction included the following activities: the Company acquired all of the
outstanding capital stock of Miller Oil Corporation ("MOC"), the Company's
predecessor, and certain oil and gas interests (collectively, the "Combined
Assets") owned by Miller & Miller, Inc., Double Diamond Enterprises, Inc.,
Frontier Investments, Inc., Oak Shores Investments, Inc., Eagle Investments,
Inc. (d/b/a Victory, Inc.) and Eagle International, Inc. (the "affiliated
entities," all Michigan corporations owned by Miller family members who were
beneficial owners of MOC) in exchange for an aggregate consideration of
approximately 5.3 million shares of Common Stock of the Company. The operations
of all of these entities had been managed through the same management team, and
had been owned by the same members of the Miller family. The Company completed
the Combination Transaction concurrently with consummation of the Company's
initial public offering (the "Offering").
Initial Public Offering
On February 9, 1998, the Company completed the Offering of its Common
Stock and concurrently completed the Combination Transaction. On that date, the
Company sold 5.5 million shares of its Common Stock for an aggregate purchase
price of $44.0 million. On March 9, 1998, the Company sold an additional 62,500
shares of its Common Stock for an aggregate purchase price of $0.5 million,
pursuant to the exercise of the underwriters' over-allotment option.
7
MILLER EXPLORATION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Organization and Nature of Operations (Continued)
Other Transactions Completed Concurrently With the Offering
In addition to the above described activities of the Company, the
second part of the Combination Transaction (consummated concurrently with the
Offering) was the exchange by the Company of an aggregate of approximately 1.6
million shares of Common Stock for interests in certain other oil and gas
properties that were owned by non-affiliated parties. Because these interests
were acquired from individuals who were not under the common ownership and
management of the Company, these exchanges were accounted for under the purchase
method of accounting. Under that method, the properties were recorded at their
estimated fair value at the date on which the exchange was consummated (February
9, 1998).
In November 1997, the Company entered into a Purchase and Sale
Agreement whereby the Company acquired interests in certain crude oil and
natural gas producing properties and undeveloped properties from Amerada Hess
Corporation ("AHC") for approximately $48.8 million, net of post-closing
adjustments. This purchase was consummated concurrently with the Offering. This
acquisition was accounted for under the purchase method of accounting and was
financed with the use of proceeds from the Offering and with new bank
borrowings.
In February 1998, MOC terminated its S corporation status which
required the Company to reclassify combined equity and retained earnings as
additional paid-in capital.
Nature of Operations
The Company is a domestic, independent energy company engaged in the
exploration, development and production of crude oil and natural gas. The
Company has established exploration efforts concentrated primarily in four
regions: the Mississippi Salt Basin of central Mississippi; the onshore Gulf
Coast region of Texas and Louisiana; the Blackfeet Indian Reservation of the
southern Alberta Basin in Montana; and the Michigan Basin.
Oil and Gas Properties
Securities and Exchange Commission Regulation ("SEC") S-X, Rule 4-10
requires companies reporting on a full cost basis to apply a ceiling test
wherein the capitalized costs within the full cost pool, net of deferred income
taxes, may not exceed the net present value of the Company's proven oil and gas
reserves plus the lower of cost or market of unproved properties. Any such
excess costs should be charged against earnings.
Reclassifications
Certain reclassifications have been made to prior period statements to
conform with the June 30, 1999 presentation.
8
MILLER EXPLORATION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(2) Income Taxes
Before consummation of the Offering, the Company and the combined
entities either elected to be treated as S corporations under the Internal
Revenue Code of 1986, as amended, or were otherwise not taxed as entities for
federal income tax purposes. The taxable income or loss has therefore been
allocated to the equity owners of the Company and the affiliated entities.
Due to the use of different methods for tax and financial reporting
purposes in accounting for various transactions, the Company has temporary
differences between its tax basis and financial reporting basis. Had the Company
been a taxpaying entity before consummation of the Offering, a deferred tax
liability of approximately $5.4 million would have been recorded for this
difference, with a corresponding reduction in retained earnings. Therefore,
included in the deferred income tax provision for the six months ended June 30,
1998, is a one-time non-cash accounting charge of $5.4 million to record net
deferred tax liabilities upon consummation of the Offering and the termination
of MOC's S corporation status.
(3) Earnings Per Share
The computation of earnings (loss) per share for the three-month and
six-month periods ended June 30, 1999 and 1998 are as follows (in thousands,
except per share data):
Three Months Six Months
Ended June 30, Ended June 30,
---------------------- ----------------------
1999 1998 1999 1998
---------------------- ----------------------
Net income (loss) attributable to
basic and diluted EPS ............................... $ (576) $ 601 $ (865) $ (4,979)
Average common shares outstanding
applicable to basic EPS ............................. 12,619 12,493 12,586 9,791
Add: stock options, treasury shares and restricted stock -- 183 -- --
-------- -------- -------- --------
Average common shares outstanding
applicable to diluted EPS ........................... 12,619 12,676 12,586 9,791
Earnings (loss) per share:
Basic ............................................... $ (0.05) $ 0.05 $ (0.07) $ (0.51)
Diluted ............................................. $ (0.05) $ 0.05 $ (0.07) $ (0.51)
Options and restricted stock were not included in the computation of
diluted earnings per share for the three months ended June 30, 1999 and for the
six months ended June 30, 1999 and 1998 because their effect was antidilutive.
9
MILLER EXPLORATION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(4) Long-Term Debt
The Company has entered into a credit facility (the "Credit Facility")
with Bank of Montreal, Houston Agency ("BMO"). The Credit Facility consists of a
three-year revolving line of credit that converts to a three-year term loan. The
amount of credit available during the revolving period and the debt allowed
during the term period may not exceed the Company's "borrowing base," or the
amount of debt that BMO and the other lenders under the Credit Facility agree
can be supported by the cash flow generated by the Company's producing and
non-producing proved oil and gas reserves. The borrowing base may not exceed
$75.0 million. Amounts advanced under the Credit Facility initially bore
interest, payable quarterly, at either (i) BMO's announced prime rate or (ii)
the London Inter-Bank Offered Rate plus a margin rate ranging from 0.75% to
1.62%, as selected by the Company. In addition, the Company is assessed a
commitment fee equal to 0.375% of the unused portion of the borrowing base,
payable quarterly in arrears, until the termination of the revolving period. At
the termination of the revolving period, the revolving line of credit will
convert to a three-year term loan with principal payable in 12 equal quarterly
installments. The Credit Facility includes certain negative covenants that
impose limitations on the Company and its subsidiary with respect to, among
other things, distributions with respect to its capital stock, limitations on
financial ratios, the creation or incurrence of liens, the incurrence of
additional indebtedness, making loans and investments and mergers and
consolidations. The obligations of the Company under the Credit Facility are
secured by a lien on all real and personal property of the Company. At June 30,
1999, $30.0 million was outstanding under the Credit Facility.
As a result of a decrease in estimated proved oil and gas reserves and
commodity prices at December 31, 1998, BMO notified the Company that the
Company's borrowing base was in noncompliance and as a result certain principal
obligations were being accelerated during 1999. Additionally, the Company was in
violation of certain negative covenants under the Credit Facility, primarily as
a result of the non-cash cost ceiling write-down at December 31, 1998.
On April 14, 1999, the Company and BMO entered into the Second
Amendment to the Credit Facility which includes: (i) terms requiring the Company
to make principal payments to BMO of $3.0 million by May 1, 1999, $3.0 million
by May 31, 1999 and $1.0 million by the first of each month during the period
July through October 1999, inclusive; (ii) terms requiring that all outstanding
borrowings bear interest at BMO's prime rate plus 3.5%; (iii) a waiver of all
negative covenant violations until October 15, 1999 (the "re-determination
date"); (iv) revised negative covenant provisions which take effect on the
re-determination date; (v) a requirement to submit a revised reserve report to
BMO by October 1, 1999 for a re-determination of the borrowing base; (vi) a
requirement that all proceeds from the sales of proved oil and gas properties,
additional debt financings or equity offerings, prior to the re-determination
date, must be used to reduce the principal amount outstanding under the Credit
Facility; and (vii) a requirement for a $300,000 amendment fee payable to BMO at
the re-determination date. At the re-determination date, the Company will be
required to make additional payments of principal to the extent its outstanding
borrowings exceed the borrowing base. Through June 30, 1999, the Company has
made $7.0 million in principal payments as required under the Second Amendment
to the Credit Facility with proceeds from the sale of certain non-strategic
proved and unproved oil and gas properties. All other principal and interest
obligations are expected to be fulfilled through available cash flows,
additional property sales or other financing sources, including the possible
issuance of additional equity securities as well as identifying alternative
sources for debt financing.
10
MILLER EXPLORATION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(4) Long-Term Debt (Continued)
On April 14, 1999, the Company issued a $4.7 million note payable to
one its suppliers, Veritas DGC Land, Inc. (the "Veritas Note Payable"), for the
outstanding balance due to Veritas for past services provided in 1998 and 1999.
The balance due Veritas was $4.7 million at June 30, 1999, and has been
classified as long-term debt in the accompanying financial statements. The
principal obligation under the Veritas Note Payable is due on April 15, 2001.
Management plans to fulfill the principal obligation under the Veritas Note
Payable from available cash flows, property sales and other financing sources.
On April 14, 1999, the Company also entered into an agreement (the
"Warrant Agreement") to issue warrants to Veritas that entitle Veritas to
purchase shares of the Company's Common Stock in lieu of receiving cash payments
for the accrued interest obligations under the Veritas Note Payable. The Warrant
Agreement requires the Company to issue warrants to Veritas in conjunction with
the signing of the Warrant Agreement, as well as on the six, 12 and 18 month
anniversaries of the Warrant Agreement. The warrants to be issued must equal 9%
of the then current outstanding principal balance of the Veritas Note Payable.
The number of shares to be issued upon exercise of the warrants will be
determined on a five-day weighted average closing price of the Company's Common
Stock. The exercise price of each warrant is $0.01 per share. On April 14, 1999,
warrants exercisable for 322,752 shares of Common Stock were issued to Veritas
in connection with execution of the Veritas Note Payable and prepaid interest
expense was recorded for $422,644. The prepaid interest expense will be
recognized in the consolidated statements of operations over the first six-month
period of the Warrant Agreement. As of June 30, 1999, the prepaid interest
expense balance was $245,777.
The Company has the option, in lieu of issuing warrants, to make a cash
payment to Veritas at the 12 and 18 month anniversaries equivalent to 9% of the
then current principal balance of the Veritas Note Payable. Under the terms of
the Warrant Agreement, all warrants issued will expire on April 15, 2002. In
addition, the Company also entered into an agreement with Veritas that (i)
requires the Company to file a registration statement with the SEC to register
shares of Common Stock that are issuable upon exercise of the above warrants and
(ii) grants certain piggy-back registration rights in connection with the
warrants. This registration statement was filed on August 5, 1999.
In connection with the closing of the AHC acquisition on February 9,
1998, the Company has a non-interest bearing note payable to AHC (the "AHC Note
Payable") of $2.5 million (at June 30, 1999) which is payable on the annual
anniversary dates of the closing as follows: $1.0 million in 2000 and $1.5
million in 2001.
(5) Risk Management Activities and Derivative Transactions
The Company uses a variety of derivative instruments ("derivatives") to
manage exposure to fluctuations in commodity prices and interest rates. To
qualify for hedge accounting, derivatives must meet the following criteria: (i)
the item to be hedged exposes the Company to price or interest rate risk; and
(ii) the derivative reduces that exposure and is designated as a hedge.
11
MILLER EXPLORATION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(5) Risk Management Activities and Derivative Transactions (Continued)
Commodity Price Hedges
The Company periodically enters into certain derivatives (e.g., NYMEX
futures contracts) for a portion of its oil and natural gas production to
achieve a more predictable cash flow and to reduce the exposure to commodity
price fluctuations. The Company's hedging arrangements apply only to a portion
of its production, provide only partial price protection against volatility in
commodity prices and limit potential gains from future increases in prices. Such
hedging arrangements may expose the Company to risk of financial loss in certain
circumstances, including instances where production is less than expected, the
Company's customers fail to purchase contracted quantities of oil or natural gas
or a sudden unexpected event materially impacts oil or natural gas prices. For
financial reporting purposes, gains and losses related to hedging are recognized
as income when the hedged transaction occurs. The Company expects that the
amount of hedge contracts that it has in place will vary from time to time. For
the three months ended June 30, 1999 and 1998, the Company realized
approximately $(64,000) and $92,000, respectively, of hedging gains (losses).
For the six months ended June 30, 1999 and 1998, the Company realized
approximately $320,000 and $78,000, respectively of hedging gains. Hedging gains
(losses) are included in oil and gas revenues in the Company's consolidated
statements of operations. For the three months ended June 30, 1999 and 1998, the
Company had hedged 42.5% and 49.9%, respectively, of its oil and natural gas
production, and as of June 30, 1999 the Company had 3.2 Bcfe of open oil and
natural gas contracts for the months of July 1999 to March 2000. Subsequent to
June 30, 1999, the Company entered into additional natural gas contracts for
approximately 0.5 Bcf for the time period of September 1999 to January 2000,
ranging in price from $2.53 to $2.88 per Mcf. Open contracts totaling 1.1 Bcfe
have been settled subsequent to June 30, 1999, resulting in hedge losses of
approximately $(34,000).
Interest Rate Hedge
The Company entered into an interest rate swap agreement, effective
November 2, 1998, to exchange the variable rate interest payment obligation
under the Credit Facility without exchanging the underlying principal amount.
This agreement converted the variable rate debt to fixed rate debt to reduce the
impact of interest rate fluctuations. The notional amount was used to measure
interest to be paid or received and did not represent the exposure to credit
loss. The difference between the amounts paid and received under the swap is
accrued and recorded as an adjustment to interest expense over the life of the
hedge agreement, which was to expire February 9, 2001. During March 1999, the
Company terminated its interest rate swap agreement and received $0.3 million,
which will be recognized in earnings ratably as the related outstanding loan
balance is amortized.
12
MILLER EXPLORATION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(6) Commitments and Contingencies
Stock Options and Restricted Stock
Upon consummation of the Offering, 109,500 shares of restricted stock
were granted to certain employees. The restricted stock vests in cumulative
increments of one-half of the total number of shares of Common Stock subject
thereto, beginning on the first anniversary of the date of grant. Because the
shares of restricted stock shares are subject to the risk of forfeiture during
the vesting period, compensation expense will be recognized ratably over the
two-year vesting period as the risk of forfeiture passes. In February 1999,
compensation expense of $0.2 million was recorded by the Company as certain
restricted shares became vested. At June 30, 1999, the compensation expense on
the stock shares to be vested in February 2000, has been deferred based on the
market value of the shares at June 30, 1999.
Other
In the normal course of business, the Company may be a party to certain
lawsuits and administrative proceedings. Management cannot predict the ultimate
outcome of any pending or threatened litigation or of actual or possible claims;
however, management believes resulting liabilities, if any, will not have a
material adverse impact upon the Company's financial position or results of
operations.
(7) Related Party Transactions
During the first half of 1999, an affiliated entity purchased a working
interest in certain proved and unproved oil and gas properties from the Company
for $4.9 million. All but $1 million of the proceeds were used to reduce the
Company's Credit Facility balance. The Company believes that the purchase price
is representative of the fair market value of these interests and that the terms
are consistent with those available to unrelated parties.
(8) Non-Cash Activities
During 1998, the Company recorded a one-time non-cash charge of
approximately $5.4 million for the termination of MOC's S corporation status, as
more fully discussed in Note 2, and acquired certain oil and gas properties
owned by non-affiliated parties for approximately $12.8 million of its Common
Stock, as more fully discussed in Note 1. On April 14, 1999, warrants
exercisable for 322,752 shares of Common Stock were issued to Veritas DGC Land,
Inc. in lieu of receiving cash payments for interest obligations as more fully
discussed in Note 4. These non-cash activities have been excluded from the
consolidated statement of cash flows.
(9) Subsequent Event
On August 3, 1999, the Company agreed to sell to Muskegon Development
Company for $4.5 million, its Net Production Payments interest in certain
natural gas producing Antrim Shale properties located in Michigan and a separate
Antrim Shale project known as Mitchell Lake II. Together, the Company has
previously and collectively referred to these interests as "Antrim Shale"
interests. The effective date of the sale is June 1, 1999 and $4.0 million of
the total $4.5 million of proceeds was applied to reduce the Company's
outstanding Credit Facility balance to $26 million.
13
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview
The Company is an independent oil and gas exploration, development and
production company that has developed a base of producing properties and
inventory of prospects in Mississippi, Louisiana, Texas, Michigan, and Montana.
The Company was organized in connection with the Combination
Transaction. The Combined Assets consist of MOC, interests in oil and natural
gas properties from the affiliated entities and interests in such properties
owned by certain business partners and investors, including AHC, Dan A. Hughes,
Jr. and SASI Minerals Company. No assets other than those in which MOC or the
affiliated entities had an interest were part of the Combined Assets. The
Company and the owners of the Combined Assets entered into separate agreements
that provided for the issuance of approximately 6.9 million shares of the
Company's Common Stock and the payment of $48.8 million (net of post-closing
adjustments) in cash to certain participants in the Combination Transaction in
exchange for the Combined Assets. The issuance of the shares and the cash
payment were completed upon consummation of the Company's Offering.
The Combination Transaction closed on February 9, 1998, in connection
with the closing of the Offering. The Offering, including the sale of additional
shares from the underwriters' over-allotment, resulted in net proceeds to the
Company of approximately $40.4 million after expenses.
For further discussion of the Offering and the Combination Transaction,
see Note 1 to the Consolidated Financial Statements.
The Company uses the full cost method of accounting for its oil and
natural gas properties. Under this method, all acquisition, exploration and
development costs, including any general and administrative costs that are
directly attributable to the Company's acquisition, exploration and development
activities, are capitalized in a "full cost pool" as incurred. Additionally,
proceeds from the sale of oil and gas properties are applied to reduce the costs
in the full cost pool. The Company records depletion of its full cost pool using
the unit-of-production method.
SEC Regulation S-X, Rule 4-10 requires companies reporting on a full
cost basis to apply a ceiling test wherein the capitalized costs within the full
cost pool, net of deferred taxes, may not exceed the net present value of the
Company's proven oil and gas reserves plus the lower of cost or market of
unproved properties. Any such excess costs should be charged against earnings.
14
Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
Results of Operations
The following table summarizes production volumes, average sales prices
and average costs for the Company's oil and natural gas operations for the
periods presented (in thousands, except per unit amounts):
For the Three Months For the Six Months
Ended June 30, Ended June 30,
------------------------- ------------------------
1999 1998 1999 1998
------------------------- ------------------------
Production volumes:
Crude oil and condensate (Mbbls) ............. 63 54 140 89
Natural gas (Mmcf) ........................... 1,876 2,258 3,931 4,093
Natural gas equivalent (Mmcfe) ............... 2,254 2,582 4,771 4,627
Average sales prices:
Crude oil and condensate ($ per Bbl) ......... $ 14.25 $ 11.59 $ 11.53 $ 12.12
Natural gas ($ per Mcf) ...................... 2.09 2.21 2.04 2.09
Natural gas equivalent ($ per Mcfe) .......... 2.13 2.17 2.02 2.08
Average Costs ($ per Mcfe):
Lease operating expenses and production taxes. $ .20 $ .29 $ .22 $ .30
Depletion, depreciation and amortization ..... 1.57 1.21 1.45 1.21
General and administrative ................... .41 .30 .38 .40
Three Months Ended June 30, 1999 compared to Three Months Ended June 30, 1998
Oil and natural gas revenues for the three months ended June 30, 1999
decreased 14% to $4.8 million from $5.6 million for the same period in 1998. The
revenues for the three months ended June 30, 1999 and 1998 include $(64,000) and
$92,000 of hedging gains (losses), respectively (see "Risk Management Activities
and Derivative Transactions" below). Despite an 18% increase in natural gas
production volumes for the Mississippi Salt Basin properties, total gas
production for the three months ended June 30, 1999 declined 17% to 1,876 Mmcf
from 2,258 Mmcf for the same period in 1998. The decrease is primarily
attributable to the sale of gas producing properties in Texas and Louisiana
(March 1, 1999 effective date) and in Michigan (June 1, 1999 effective date).
Average natural gas prices decreased 5% to $2.09 per Mcf for the three months
ended June 30, 1999 from $2.21 per Mcf in the same period in 1998. Absent
natural gas hedging gains (losses) of $(76,000) and $92,000 for the three months
ended June 30, 1999 and 1998, respectively, average gas prices would have
declined only 2%. Although oil production for the Mississippi properties
increased 43%, total oil production volumes during the three months ended June
30, 1999 increased 17% to 63 Mbbls from 54 Mbbls for the same period in 1998.
The decrease in non-Mississippi oil production is attributable to the sale of
oil producing properties in Texas and Louisiana (March 1, 1999 effective date).
Average oil prices increased 23% to $14.25 per barrel (including a $12,000
hedging gain) during the three months ended June 30, 1999 from $11.59 per barrel
in the same period in 1998. The increase in average oil prices is primarily
attributable to a world-wide rally in oil prices that occurred during the
quarter ended June 30, 1999.
Lease operating expenses and production taxes for the three months
ended June 30, 1999 decreased 41% to $0.4 million from $0.8 million for the same
period in 1998. Lease operating expenses and production taxes decreased due to
the combined results of improved efficiencies at Company operated well sites in
the Mississippi Salt Basin and as a result of the sale of certain producing
properties in Texas, Louisiana, and Michigan.
15
Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
Depreciation, depletion and amortization ("DD&A") expense for the three
months ended June 30, 1999 increased 13% to $3.5 million from $3.1 million for
the same period in 1998. This increase was the combined result of a reduction
in the amount of costs subject to DD&A due to the non-cash cost ceiling write-
down at December 31, 1998, the sale of producing oil and gas properties
discussed above and an increase in the depletion rate. The higher depletion rate
was primarily the result of decreased proved oil and gas reserves attributable
to the sale of producing oil and gas properties discussed above.
General and administrative expense for the three months ended June 30,
1999 increased 18% to $0.9 million from $0.8 million for the same period in
1998, primarily as a result of increases in legal and professional fees and
costs associated with the Company's initial Annual Meeting.
Interest expense for the three months ended June 30, 1999 increased
211% to $1.0 million from $0.3 million in the same period in 1998, as a result
of increased debt levels in 1999 for substantial exploration and development
activities in the Mississippi Salt Basin area, and a significantly increased
interest rate in the second quarter of 1999, as more fully discussed in Note 4.
Net loss for the three months ended June 30, 1999 was $(0.6) million
compared to net income of $0.6 million for the same period in 1998, as a result
of the factors described above.
Six Months Ended June 30, 1999 compared to Six Months Ended June 30, 1998
Oil and natural gas revenues of $9.6 million for the six months ended
June 30, 1999 remained level with revenues for the same period in 1998. The
revenues for the six months ended June 30, 1999 and 1998 include $320,000 and
$78,000 of hedging gains, respectively (see "Risk Management Activities, and
Derivative Transactions" below). Production volumes for natural gas during the
six months ended June 30, 1999 decreased 4% to 3,931 Mmcf from 4,093 Mmcf for
the same period in 1998. Average natural gas prices decreased 2% to $2.04 per
Mcf for the six months ended June 30, 1999 from $2.09 per Mcf in the same period
in 1998. Although natural gas production in the Mississippi Salt Basin increased
approximately 31% for the six months ended June 30, 1999 compared to the same
period in 1998, total production for the first half of 1999 decreased primarily
due to the sale of certain gas producing properties in Texas, Louisiana, and
Michigan during 1999. Production volumes for oil during the six months ended
June 30, 1999 increased 57% to 140 Mbbls from 89 Mbbls for the same period in
1998. A 94% increase in Mississippi Salt Basin oil production was partially
offset by the sale in 1999 of certain oil producing properties in Texas and
Louisiana. Average oil prices decreased 5% to $11.53 per barrel during the six
months ended June 30, 1999 from $12.12 per barrel in the same period in 1998.
Lease operating expenses and production taxes for the six months ended
June 30, 1999 decreased 25% to $1.1 million from $1.4 million for the same
period in 1998. Lease operating expenses and production taxes decreased due to
the combined results of improved efficiencies at Company operated wells sites in
the Mississippi Salt Basin and the sale of certain producing properties in
Texas, Louisiana and Michigan. As a result, operating expenses per equivalent
unit decreased to $0.22 per Mcfe for the six months ended June 30, 1999 from
$0.30 per Mcfe in the same period in 1998.
DD&A expense for the six months ended June 30, 1999 increased 23% to
$6.9 million from $5.6 million for the same period in 1998. This increase was
the combined result of a reduction in the amount of costs subject to DD&A due
to the non-cash cost ceiling write-down at December 31, 1998, the sale of
producing oil and gas properties discussed above and an increase in the
depletion rate. The higher depletion rate was primarily the result of decreased
proved oil and gas reserves due to the sale of producing oil and gas properties
mentioned above.
General and administrative expense of $1.8 million for the six months
ended June 30, 1999 was unchanged from the same period of the prior year. Salary
reductions and other cost control measures implemented in 1999 helped to offset
costs associated with an increase in the number of employees.
16
Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
Interest expense for the six months ended June 30, 1999 increased 186%
to $1.6 million from $0.6 million in the same period in 1998, as a result of
increased debt levels in 1999 for substantial exploration and development
activities in the Mississippi Salt Basin area and significantly increased
interest rates as more fully described in Note 4.
Net loss for the six months ended June 30, 1999 decreased to $(0.9)
million from $(5.0) million for the same period in 1998, as a result of the
factors described above, plus the six months ended June 30, 1998 include a
one-time non-cash charge to earnings of $5.4 million in connection with the
termination of MOC's S-corporation status, as more fully discussed in Note 2.
Liquidity and Capital Resources
Historically, the Company's primary sources of capital have been funds
generated by operations, capital contributions and borrowings.
The Company has entered into a credit facility with BMO. The Credit
Facility consists of a three-year revolving line of credit that converts to a
three-year term loan. The amount of credit available during the revolving period
and the debt allowed during the term period may not exceed the Company's
"borrowing base," or the amount of debt that BMO and the other lenders under the
Credit Facility agree can be supported by the cash flow generated by the
Company's producing and non-producing proved oil and natural gas reserves. The
borrowing base may not exceed $75.0 million. Amounts advanced under the Credit
Facility initially bore interest, payable quarterly, at either (i) BMO's
announced prime rate or (ii) the London Inter-Bank Offered Rate plus a margin
rate ranging from 0.75% to 1.62%, as selected by the Company. In addition, the
Company is assessed a commitment fee equal to 0.375% of the unused portion of
the borrowing base, payable quarterly in arrears, until the termination of the
revolving period. At the termination of the revolving period, the revolving line
of credit will convert to a three-year term loan with principal payable in 12
equal quarterly installments. The Credit Facility includes certain negative
covenants that impose limitations on the Company and its subsidiary with respect
to, among other things, distributions with respect to its capital stock,
limitations on financial ratios, the creation or incurrence of liens, the
incurrence of additional indebtedness, making loans and investments and mergers
and consolidations. The obligations of the Company under the Credit Facility are
secured by a lien on all real and personal property of the Company. At June 30,
1999, $30.0 million was outstanding under the Credit Facility.
As a result of a decrease in estimated proved oil and gas reserves and
commodity prices at December 31, 1998, BMO notified the Company that the
Company's borrowing base was in noncompliance and as a result certain principal
obligations were being accelerated during 1999. Additionally, the Company was in
violation of certain negative covenants under the Credit Facility, primarily as
a result of the non-cash cost ceiling write-down at December 31, 1998.
On April 14, 1999, the Company and BMO signed the Second Amendment to
the Credit Facility which includes: (i) terms requiring the Company to make
principal payments to BMO of $3.0 million by May 1, 1999, $3.0 million by May
31, 1999 and $1.0 million by the first of each month during the period July
through October 1999, inclusive; (ii) terms requiring that all outstanding
borrowings bear interest at the prime rate plus 3.5%; (iii) a waiver of all
negative covenant violations until October 15, 1999 (the "re-determination
date"); (iv) revised negative covenant provisions which take effect on the
re-determination date; (v) a requirement to submit a revised reserve report to
BMO by October 1, 1999 for a re-determination of the borrowing base; (vi) a
requirement that all proceeds from the sales of proved oil and gas properties,
additional debt financings or equity offerings, prior to the re-determination
date, must be used to reduce the principal amount outstanding under the Credit
Facility; and (vii) a requirement for a $300,000 amendment fee payable to BMO at
the re-determination date. At the re-determination date, the Company will be
required to make additional payments of principal to the extent its outstanding
17
Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
borrowings exceed the borrowing base. Through June 30, 1999, the Company has
made $7.0 million in principal payments as required under the Second Amendment
to the Credit Facility with proceeds from the sale of certain non-strategic
proved and unproved oil and gas properties. All other principal and interest
obligations are expected to be fulfilled through available cash flows,
additional property sales or other financing sources, including the possible
issuance of additional equity securities as well as identifying alternative
sources for debt financing.
On April 14, 1999, the Company issued a $4.7 million note payable to
one its suppliers, Veritas DGC Land, Inc., for the outstanding balance due to
Veritas for past services provided in 1998 and 1999. The balance due Veritas was
$4.7 million at June 30, 1999, and has been classified as long-term debt in the
accompanying financial statements. The principal obligation under the Veritas
Note Payable is due on April 15, 2001. Management plans to fulfill the principal
obligation under the Veritas Note Payable from available cash flows, property
sales and other financing sources.
On April 14, 1999, the Company also entered into the Warrant Agreement
to issue warrants to Veritas that entitle Veritas to purchase shares of the
Company's Common Stock in lieu of receiving cash payments for the accrued
interest obligations under the Veritas Note Payable. The Warrant Agreement
requires the Company to issue warrants to Veritas in conjunction with the
signing of the Warrant Agreement, as well as on the six, 12 and 18 month
anniversaries of the Warrant Agreement. The warrants to be issued must equal 9%
of the then current outstanding principal balance of the Veritas Note Payable.
The number of shares to be issued upon exercise of the warrants will be
determined on a five-day weighted average closing price of the Company's Common
Stock. The exercise price of each warrant is $0.01 per share. On April 14, 1999,
warrants exercisable for 322,752 shares of Common Stock were issued to Veritas
in connection with execution of the Veritas Note Payable and prepaid interest
expense was recorded for $422,644. The prepaid interest expense will be
recognized in the consolidated statements of operations over the first six-month
period of the Warrant Agreement. As of June 30, 1999, the prepaid interest
expense balance was $245,777.
The Company has the option, in lieu of issuing warrants, to make a cash
payment to Veritas, at the 12 and 18 month anniversaries, equivalent to 9% of
the then current principal balance of the Veritas Note Payable. Under the terms
of the Warrant Agreement, all warrants issued will expire on April 15, 2002. In
addition, the Company also entered into an agreement with Veritas that (i)
requires the Company to file a registration statement with the SEC to register
shares of Common Stock that are issuable upon exercise of the above warrants and
(ii) grants certain piggy-back registration rights in connection with the
warrants. This registration statement was filed on August 5, 1999.
In connection with the closing of the AHC acquisition on February 9,
1998, the Company has a non-interest bearing note payable to AHC of $2.5 million
(at June 30, 1999) which is payable on the annual anniversary dates of the
closing as follows: $1.0 million in 2000 and $1.5 million in 2001.
At June 30, 1999, the Company had a working capital deficit of $4.3
million (excluding the current portion of long-term debt). Management plans to
meet these working capital requirements from available cash flows, property
sales and other financing sources.
The Company has budgeted capital expenditures of approximately $10.6
million for 1999. Capital expenditures will be used to fund drilling and
development activities, the completion of 3-D seismic surveys that were in
process at year end and leasehold acquisitions and extensions in the Company's
project areas. The actual amounts of capital expenditures and number of wells
drilled may differ significantly from such estimates. Actual capital
expenditures for the six months ended June 30, 1999 were approximately $8.4
million. The Company intends to fund its 1999 budgeted capital expenditures
through operational cash flow.
18
Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
The Company's revenues, profitability, future growth and ability to
borrow funds or obtain additional capital, and the carrying value of its
properties, are substantially dependent on prevailing prices of oil and natural
gas. The Company cannot predict future oil and natural gas price movements with
certainty. Declines in prices received for oil and natural gas as experienced
during 1998 and the first quarter of 1999 have had an adverse effect on the
Company's financial condition, liquidity, ability to finance capital
expenditures and results of operations. These lower prices also had an impact on
the amount of reserves that can be produced economically by the Company.
The Company has experienced and expects to continue to experience
substantial working capital requirements primarily due to the Company's active
exploration and development programs and technology enhancement programs. While
the Company believes that cash flow from operations, property sales and
borrowings, allow the Company to implement its present business strategy through
1999, additional debt or equity financing may be required during the remainder
of 1999 and in the future to fund the Company's growth, development and
exploration program and continued technological enhancement and to satisfy its
existing obligations. The failure to obtain and exploit such capital resources
could have a material adverse effect on the Company, including curtailed
exploration.
Risk Management Activities and Derivative Transactions
The Company uses a variety of derivative instruments ("derivatives") to
manage exposure to fluctuations in commodity prices and interest rates. To
qualify for hedge accounting, derivatives must meet the following criteria: (i)
the item to be hedged exposes the Company to price or interest rate risk; and
(ii) the derivative reduces that exposure and is designated as a hedge.
Commodity Price Hedges
The Company periodically enters into certain derivatives (e.g., NYMEX
futures contracts) for a portion of its oil and natural gas production to
achieve a more predictable cash flow and to reduce the exposure to commodity
price fluctuations. The Company's hedging arrangements apply only to a portion
of its production, provide only partial price protection against volatility in
commodity prices and limit potential gains from future increases in prices. Such
hedging arrangements may expose the Company to risk of financial loss in certain
circumstances, including instances where production is less than expected, the
Company's customers fail to purchase contracted quantities of oil or natural gas
or a sudden unexpected event materially impacts oil or natural gas prices. For
financial reporting purposes, gains and losses related to hedging are recognized
as income when the hedged transaction occurs. The Company expects that the
amount of hedge contracts that it has in place will vary from time to time. For
the three months ended June 30, 1999 and 1998, the Company realized
approximately $(64,000) and $92,000, respectively, of hedging gains (losses).
For the six months ended June 30, 1999 and 1998, the Company realized
approximately $320,000 and $78,000, respectively, of hedging gains. Hedging
gains (losses) are included in oil and gas revenues in the Company's
consolidated statements of operations. For the three months ended June 30, 1999
and 1998, the Company had hedged 42.5% and 49.9%, respectively, of its oil and
natural gas production, and as of June 30, 1999 the Company had 3.2 Bcfe of open
oil and natural gas contracts for the months of July 1999 to March 2000.
Subsequent to June 30, 1999, the Company entered into additional natural gas
contracts for approximately 0.5 Bcf for the time period of September 1999 to
January 2000, ranging in price from $2.53 to $2.88 per Mcf. Open contracts
totaling 1.1 Bcfe have been settled subsequent to June 30, 1999, resulting in
hedge losses of approximately $(34,000).
Interest Rate Hedge
The Company entered into an interest rate swap agreement, effective
November 2, 1998, to exchange the variable rate interest payment obligation
under the Credit Facility without exchanging the underlying principal amount.
This agreement converted the variable rate debt to fixed rate debt to reduce the
impact of interest rate fluctuations. The notional amount was used to measure
interest to be paid or
19
Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
received and did not represent the exposure to credit loss. The difference
between the amounts paid and received under the swap is accrued and recorded as
an adjustment to interest expense over the life of the hedge agreement, which
was to expire February 9, 2001. During March 1999, the Company terminated its
interest rate swap agreement and received $0.3 million, which will be recognized
in earnings ratably as the related outstanding loan balance is amortized.
Market Risk Information
The market risk inherent in the Company's derivatives is the potential
loss arising from adverse changes in commodity prices and interest rates. The
prices of oil and natural gas are subject to fluctuations resulting from changes
in supply and demand. To reduce price risk caused by the market fluctuations,
the Company's policy is to hedge no more than 50% (through the use of
derivatives) of its future production. Because commodities covered by these
derivatives are substantially the same commodities that the Company sells in the
physical market, no special correlation studies other than monitoring the degree
of convergence between the derivative and cash markets are deemed necessary. The
changes in market value of these derivatives have a high correlation to the
price changes of oil and natural gas.
Effects of Inflation and Changes in Price
During 1998 and into 1999, the Company and the oil and gas industry as
a whole, experienced historically low crude oil prices and substantially
depressed natural gas prices. These lower commodity prices had a negative impact
on the Company's results of operations, cash flow and liquidity. Recent rates of
inflation have had a minimal effect on the Company.
Environmental and Other Regulatory Matters
The Company's business is subject to certain federal, state and local
laws and regulations relating to the exploration for, and the development,
production and transportation of, oil and natural gas, as well as environmental
and safety matters. Many of these laws and regulations have become more
stringent in recent years, often imposing greater liability on a larger number
of potentially responsible parties. Although the Company believes it is in
substantial compliance with all applicable laws and regulations, the
requirements imposed by laws and regulations frequently are changed and subject
to interpretation, and the Company is unable to predict the ultimate cost of
compliance with these requirements or their effect on its operations. Any
suspensions, terminations or inability to meet applicable bonding requirements
could materially adversely affect the Company's business, financial condition
and results of operations. Although significant expenditures may be required to
comply with governmental laws and regulations applicable to the Company,
compliance has not had a material adverse effect on the earnings or competitive
position of the Company. Future regulations may add to the cost of, or
significantly limit, drilling activity.
Year 2000 Readiness Disclosure
This Year 2000 Readiness Disclosure is based upon and partially repeats
information provided by the Company's outside consultants and others regarding
the year 2000 readiness of the Company and its customers, suppliers, financial
institutions and other parties. Although the Company believes this information
to be accurate, it has not independently verified such information.
The Company is aware of the issues associated with the programming code
in existing computer systems as the millennium (year 2000) approaches. The "year
2000" problem is pervasive and complex as virtually every computer operation
will be affected in some way by the rollover of the two digit year value to 00.
The issue is whether computer systems will properly recognize date sensitive
information when the year changes to 2000. Systems that do not properly
recognize such information could generate erroneous data or cause a system to
fail.
20
Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
The Company has initiated a plan to prepare its computer systems and
applications for possible year 2000 problems. Under the plan, the Company is
identifying its computer hardware and software systems and equipment with
embedded computer chips; assessing the effects of the year 2000 issues; and
developing the steps necessary to identify, correct or reprogram and test
systems for year 2000 compliance. The Company has completed necessary year 2000
modifications on its internal computer hardware and software applications. The
Company will use the remaining time in 1999 for validation and testing.
The Company expects to spend a total of not more than $25,000 in
connection with identifying, assessing, remediating and testing year 2000
issues. The Company expects that it will expense all costs associated with
system changes. If the Company invests in new or upgraded technology which has a
definable value lasting beyond 2000 and where year 2000 compliance is merely
ancillary, the Company will capitalize and depreciate such an asset over its
estimated useful life.
Based on currently available information, management does not
anticipate that the costs to address the year 2000 issues will have a material
adverse impact on the Company's financial condition, results of operations or
liquidity. However, the extent to which the computer operations and other
systems of the Company's important third parties are adversely affected could,
in turn, affect the Company's ability to communicate with third parties and
could have a material adverse effect on the operations of the Company (including
but not limited to failures in service, disruptions in the Company's ability to
bill joint venture partners, pay vendors and suppliers, and the possible
slowdown of certain computer-dependent processes).
The Company has made inquiries of third party vendors, suppliers and
partners which have a material relationship with the Company as to the status of
their year 2000 readiness. The Company is relying on vendor, supplier and
partner representations that their internal computer systems are or will be year
2000 compliant and that no material adverse impact on their business operations
is anticipated. The Company has not independently verified these representations
and there can be no assurances that these representations will prove to be
accurate. Unreadiness by these third parties would expose the Company to the
potential for loss and impairment of business processes and activities. The
Company is assessing these risks and is creating contingency plans intended to
address perceived risks.
The costs of the project and the date on which the Company expects to
complete the year 2000 modifications are based on management's best estimates.
There can be no guarantee that these estimates will be achieved, and actual
results could differ from those anticipated. Specific factors that might cause
differences include, but are not limited to, the ability of other companies on
which the Company's systems rely to modify or convert their systems to be year
2000 ready, the ability of all third parties who have business relationships
with the Company to continue their businesses without interruption and similar
uncertainties. As a result, the Company is in the process of evaluating possible
internal and external scenarios that might have an adverse impact on the
Company. The Company also recognizes that a contingency plan must be developed
in the event the Company's systems cannot be made year 2000 compliant on a
timely basis. The Company expects to complete the development of this
contingency plan by October 1999.
21
Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
New Accounting Standard
In 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
establishes accounting and reporting standards requiring that every derivative
instrument (including certain derivative instruments embedded in other
contracts) be recorded in the balance sheet as either an asset or liability
measured at its fair value. SFAS No. 133 requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. Special accounting for qualifying hedges
allows a derivative's gains and losses to offset related results on the hedged
item in the income statement, and requires that a company must formally
document, designate and assess the effectiveness of transactions that receive
hedge accounting.
SFAS No. 133 is effective for fiscal years beginning after June 15, 2000. The
Company has not yet quantified the impacts of adopting SFAS No. 133 on its
financial statements and has not determined the timing of or method of its
adoption of SFAS No. 133. However, SFAS No. 133 could increase volatility in
earnings and other comprehensive income.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not currently named as a defendant in any lawsuits
and/or administrative proceedings arising other than in the ordinary course of
business except as disclosed below.
The Company has been named as a defendant in a lawsuit filed June 1,
1999 by Energy Drilling Company ("Energy Drilling"), in the Parish of Catahoula,
Louisiana arising from a blowout of the Victor P. Vegas #1 well that was drilled
and operated by the Company. Energy Drilling, the drilling rig contractor on the
well, is claiming damages related to their destroyed drilling rig and related
costs amounting to approximately $1.2 million, plus interest, attorneys' fees
and costs.
The Company has also been named in lawsuit brought by Victor P. Vegas,
the landowner of the surface location of the blowout well referenced above. The
suit was filed July 20, 1999 in the Parish of Orleans, Louisiana, claiming
unspecified damages related to environmental and other matters. The Company
currently believes any costs resulting from this lawsuit would be covered by the
Company's insurance.
The Company believes is has meritorious defenses to the claims
discussed above and intends to vigorously defends both lawsuits. The Company
does not believe that the final outcome of these matters will have a material
adverse effect on the Company's operating results, financial condition or
liquidity. Due to the uncertanties inherent in litigation, however, no
assurances can be given regarding the final outcome of either action.
22
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The following documents are filed as exhibits to this
report on Form 10-Q:
Exhibit No. Description
----------- -----------
2.1 Exchange and Combination Agreement dated November 12,
1997. Previously filed as an exhibit to the Company's
Registration Statement on Form S-1 (333-40383), and here
incorporated by reference.
2.2(a) Letter Agreement amending Exchange and Combination
Agreement. Previously filed as an exhibit to the Company's
Registration Statement on Form S-1 (333-40383), and here
incorporated by reference.
2.2(b) Letter Agreement amending Exchange and Combination
Agreement. Previously filed as an exhibit to the Company's
Registration Statement on Form S-1 (333-40383), and here
incorporated by reference.
2.2(c) Letter Agreement amending Exchange and Combination
Agreement. Previously filed as an exhibit to the Company's
Registration Statement on Form S-1 (333-40383), and here
incorporated by reference.
2.3(a) Agreement for Purchase and Sale dated November 25, 1997
between Amerada Hess Corporation and Miller Oil
Corporation. Previously filed as an exhibit to the
Company's Registration Statement on Form S-1 (333-40383),
and here incorporated by reference.
2.3(b) First Amendment to Agreement for Purchase and Sale dated
January 7, 1998. Previously filed as an exhibit to the
Company's Registration Statement on Form S-1 (333-40383),
and here incorporated by reference.
3.1 Certificate of Incorporation of the Registrant. Previously
filed as an exhibit to the Company's Registration
Statement on Form S-1 (333-40383), and here incorporated
by reference.
3.2 Bylaws of the Registrant. Previously filed as an exhibit
to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998, and here incorporated by
reference.
4.1 Certificate of Incorporation. See Exhibit 3.1.
4.2 Bylaws. See Exhibit 3.2.
4.3 Form of Specimen Stock Certificate. Previously filed as an
exhibit to the Company's Registration Statement on Form
S-1 (333-40383), and here incorporated by reference.
4.4 Warrant between Miller Exploration Company and Veritas DGC
Land, Inc., dated April 14, 1999. Previously filed as an
exhibit to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998, and here incorporated by
reference.
10.1 Second Amendment to Credit Agreement between Miller Oil
Corporation and Bank of Montreal dated April 14, 1999.
Previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1998,
and here incorporated by reference.
10.2 Agreement between Eagle Investments, Inc. and Miller Oil
Corporation, dated April 1, 1999. Previously filed as an
exhibit to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998, and here incorporated by
reference.
10.3 $4,696,040.60 Note between Miller Exploration Company and
Veritas DGC Land, Inc., dated April 14, 1999. Previously
filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1998, and here
incorporated by reference.
10.4 Registration Rights Agreement between Miller Exploration
Company and Veritas DGC Land, Inc., dated April 14, 1999.
Previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1998,
and here incorporated by reference.
10.5 Agreement between Eagle Investments, Inc. and Miller
Exploration Company, dated March 16, 1999.
10.6 Agreement between Eagle Investments, Inc. and Miller
Exploration Company, dated May 18, 1999.
23
10.7 Agreement between Eagle Investments, Inc. and Miller
Exploration Company, dated May 27, 1999.
10.8 Agreement between Eagle Investments, Inc. and Miller
Exploration Company, dated June 30, 1999.
27.1 Financial Data Schedule.
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(b) Reports on Form 8-K. No reports on Form 8-K were filed during the
fiscal quarter ended June 30, 1999.
24
SIGNATURES
Pursuant to the requirement 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.
MILLER EXPLORATION COMPANY
Date: August 13, 1999 By: /s/ William J. Baumgartner
-------------------------------------
William J. Baumgartner
Executive Vice President
(Principal Accounting and Financial
Officer)
25
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1 Exchange and Combination Agreement dated November 12,
1997. Previously filed as an exhibit to the Company's
Registration Statement on Form S-1 (333-40383), and here
incorporated by reference.
2.2(a) Letter Agreement amending Exchange and Combination
Agreement. Previously filed as an exhibit to the Company's
Registration Statement on Form S-1 (333-40383), and here
incorporated by reference.
2.2(b) Letter Agreement amending Exchange and Combination
Agreement. Previously filed as an exhibit to the Company's
Registration Statement on Form S-1 (333-40383), and here
incorporated by reference.
2.2(c) Letter Agreement amending Exchange and Combination
Agreement. Previously filed as an exhibit to the Company's
Registration Statement on Form S-1 (333-40383), and here
incorporated by reference.
2.3(a) Agreement for Purchase and Sale dated November 25, 1997
between Amerada Hess Corporation and Miller Oil
Corporation. Previously filed as an exhibit to the
Company's Registration Statement on Form S-1 (333-40383),
and here incorporated by reference.
2.3(b) First Amendment to Agreement for Purchase and Sale dated
January 7, 1998. Previously filed as an exhibit to the
Company's Registration Statement on Form S-1 (333-40383),
and here incorporated by reference.
3.1 Certificate of Incorporation of the Registrant. Previously
filed as an exhibit to the Company's Registration
Statement on Form S-1 (333-40383), and here incorporated
by reference.
3.2 Bylaws of the Registrant. Previously filed as an exhibit
to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998, and here incorporated by
reference.
4.1 Certificate of Incorporation. See Exhibit 3.1.
4.2 Bylaws. See Exhibit 3.2.
4.3 Form of Specimen Stock Certificate. Previously filed as an
exhibit to the Company's Registration Statement on Form
S-1 (333-40383), and here incorporated by reference.
4.4 Warrant between Miller Exploration Company and Veritas DGC
Land, Inc., dated April 14, 1999. Previously filed as an
exhibit to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998, and here incorporated by
reference.
10.1 Second Amendment to Credit Agreement between Miller Oil
Corporation and Bank of Montreal dated April 14, 1999.
Previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1998,
and here incorporated by reference.
26
10.4 Agreement between Eagle Investments, Inc. and Miller Oil
Corporation, dated April 1, 1999. Previously filed as an
exhibit to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998, and here incorporated by
reference.
10.3 $4,696,040.60 Note between Miller Exploration Company and
Veritas DGC Land, Inc., dated April 14, 1999. Previously
filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1998, and here
incorporated by reference.
10.4 Registration Rights Agreement between Miller Exploration
Company and Veritas DGC Land, Inc., dated April 14, 1999.
Previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1998,
and here incorporated by reference.
10.5 Agreement between Eagle Investments, Inc. and Miller
Exploration Company, dated March 16, 1999.
10.6 Agreement between Eagle Investments, Inc. and Miller
Exploration Company, dated May 18, 1999.
10.7 Agreement between Eagle Investments, Inc. and Miller
Exploration Company, dated May 27, 1999.
10.8 Agreement between Eagle Investments, Inc. and Miller
Exploration Company, dated June 30, 1999.
27.1 Financial Data Schedule.
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27