UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2008
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ____________
Commission file number: 33-2249-FW
MILLER PETROLEUM, INC.
----------------------
(Exact name of registrant as specified in its charter)
TENNESSEE 62-1028629
--------- ----------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3651 BAKER HIGHWAY, HUNTSVILLE, TN 37756
---------------------------------- -----
(Address of principal executive offices) (Zip Code)
(423) 663-9457
--------------
(Registrant's telephone number, including area code)
N/A
---
(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 is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer"
and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if 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]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Title of Class No. of Shares Outstanding at September 12, 2008
Common Stock 17,771,856
EXPLANATORY PARAGRAPH
Miller Petroleum, Inc. is filing this Amendment No. 1 on to its
Quarterly Report on Form 10-Q for the period ended July 31, 2008 in response to
comments from the staff of the Securities and Exchange Commission on such
filing. By this amendment, we are hereby deleting Part I, Item 4T. Controls and
Procedures which appeared in our original filing in its entirety and
substituting it with the information contained in this Amendment No. 1. All
other information which appeared in our original filing remains unchanged. This
Amendment No. 1 also contains currently dated certifications as Exhibits 31.1,
31.2, 32.1 and 32.2.
MILLER PETROLEUM, INC.
FORM 10-Q
JULY 31, 2008
TABLE OF CONTENTS
Page
No.
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at July 31, 2008 (Unaudited)
and April 30, 2008. ............................................. 3
Condensed Consolidated Statements of Operations for the
Three Months Ended July 31, 2008 and 2007 (Unaudited). .......... 5
Condensed Consolidated Statement of Stockholders' Deficit for the
Three Months Ended July 31, 2008 (Unaudited). ................... 6
Condensed Consolidated Statements of Cash Flows for the
Three Months Ended July 31, 2008 and 2007 (Unaudited). .......... 7
Notes to Condensed Consolidated Financial Statements (Unaudited). . 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations. .......................................... 12
Item 3. Quantative and Qualitative Disclosures About Market Risk. ......... 17
Item 4T Controls and Procedures. .......................................... 17
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. ................................................ 17
Item 1A. Risk Factors. ..................................................... 17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. ...... 18
Item 3. Defaults Upon Senior Securities. .................................. 18
Item 4. Submission of Matters to a Vote of Security Holders. .............. 18
Item 5. Other Information. ................................................ 18
Item 6. Exhibits. ......................................................... 18
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This report contains forward-looking statements. These forward-looking
statements are subject to known and unknown risks, uncertainties and other
factors which may cause actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. These forward-looking
statements were based on various factors and were derived utilizing numerous
assumptions and other factors that could cause our actual results to differ
materially from those in the forward-looking statements. These factors include,
but are not limited to, the availability of sufficient capital to fund the
anticipated growth of our company, fluctuations in the prices of oil and gas,
the competitive nature of our business environment, our dependence on a limited
number of customers, our ability to comply with environmental regulations,
changes in government regulations which could adversely impact our business and
other factors. Most of these factors are difficult to predict accurately and are
generally beyond our control. You should consider the areas of risk described in
connection with any forward-looking statements that may be made herein. Readers
are cautioned not to place undue reliance on these forward-looking statements
and readers should carefully review this report in its entirety. Except for our
ongoing obligations to disclose material information under the Federal
securities laws, we undertake no obligation to release publicly any revisions to
any forward-looking statements, to report events or to report the occurrence of
unanticipated events. These forward-looking statements speak only as of the date
of this report, and you should not rely on these statements without also
considering the risks and uncertainties associated with these statements and our
business.
2
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
MILLER PETROLEUM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
July 31, April 30,
2008 2008
Unaudited
------------ ------------
ASSETS
CURRENT ASSETS
Cash ........................................... $ 5,739,940 $ 42,436
Accounts receivable ............................ 133,027 131,302
Accounts receivable - related parties .......... 4,177 5,144
Work in process ................................ 177,108 -
Inventory ...................................... 60,825 65,856
------------ ------------
Total Current Assets ........................... 6,115,077 244,738
FIXED ASSETS
Machinery ...................................... 3,384,550 571,318
Vehicles ....................................... 809,657 248,062
Buildings ...................................... 317,635 315,835
Office equipment ............................... 34,690 25,804
------------ ------------
4,546,532 1,161,019
Less: accumulated depreciation ................. (666,680) (595,362)
------------ ------------
Net Fixed Assets ............................... 3,879,852 565,657
OIL AND GAS PROPERTIES
(On the basis of successful efforts accounting) 1,079,133 1,544,577
Land ........................................... 496,500 496,500
Deferred interest .............................. 8,909 -
Cash - restricted .............................. 83,000 83,000
------------ ------------
Total Other Assets ............................. 588,409 579,500
------------ ------------
TOTAL ASSETS ................................... $ 11,662,471 $ 2,934,472
============ ============
The accompanying notes are an integral part of these
condensed consolidated financial statements.
3
MILLER PETROLEUM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
July 31, April 30,
2008 2008
Unaudited
------------ ------------
LIABILITIES, TEMPORARY EQUITY
AND PERMANENT STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable - trade ....................... $ 197,187 $ 389,275
Accrued expenses ............................... 98,535 210,198
Notes payable - related parties ................ - 80,200
Current portion of notes payable ............... 1,860,464 646,430
Income taxes payable ........................... 790,000 -
Liability for stock repurchase ................. - 4,350,000
------------ ------------
Total Current Liabilities ...................... 2,946,186 5,676,103
LONG-TERM LIABILITIES
Notes payable - other .......................... 51,694 -
------------ ------------
Total Long-term Liabilities .................... 51,694 -
Total Liabilities .......................... 2,997,880 5,676,103
PERMANENT STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, 500,000,000 shares authorized
at $0.0001 par value, 17,366,856 and
11,666,856 shares issued and outstanding,
respectively ................................. 1,736 1,166
Additional paid-in capital ..................... 12,424,791 6,949,761
Treasury Stock ................................. (4,350,000) -
Accumulated earnings (deficit) ................. 588,064 (9,692,558)
------------ ------------
Total Stockholders' Equity (Deficit) ........... 8,664,591 (2,741,631)
------------ ------------
TOTAL LIABILITIES
AND PERMANENT STOCKHOLDERS' EQUITY ........... $ 11,662,471 $ 2,934,472
============ ============
The accompanying notes are an integral part of these
condensed consolidated financial statements.
4
MILLER PETROLEUM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three For the Three
Months Ended Months Ended
July 31, July 31,
2008 2007
------------ ------------
REVENUES
Oil and gas revenue ............................ $ 214,753 $ 136,198
Service and drilling revenue ................... 512 72,908
------------ ------------
Total Revenue .................................. 215,265 209,106
COSTS AND EXPENSES
Cost of oil and gas revenue .................... 28,086 14,982
Cost of service and drilling revenue ........... 107,823 171,187
Selling, general and administrative ............ 567,322 447,929
Depreciation, depletion and amortization ....... 107,570 51,869
------------ ------------
Total Costs and Expenses ....................... 810,801 685,967
------------ ------------
LOSS FROM OPERATIONS ........................... (595,536) (476,861)
OTHER INCOME (EXPENSE)
Interest income ................................ 9,340 89
Interest expense ............................... (30,886) (34,653)
Loan fees and costs ............................ (27,866) -
Gain on sale of oil and gas properties ......... 11,715,570 -
------------ ------------
Total Other Income (Expense) ................... 11,666,158 (34,564)
------------ ------------
NET INCOME (LOSS) BEFORE INCOME TAXES .......... 11,070,622 (511,425)
INCOME TAXES ................................... 790,000 -
------------ ------------
NET INCOME (LOSS) .............................. $ 10,280,622 $ (511,425)
============ ============
BASIC - INCOME (LOSS) PER SHARE ................ $ 0.79 $ (0.04)
DILUTED - INCOME (LOSS) PER SHARE .............. $ 0.79 $ (0.04)
BASIC - WEIGHTED AVERAGE SHARES OUTSTANDING .... 13,084,247 14,366,856
DILUTED - WEIGHTED AVERAGE SHARES OUTSTANDING .. 13,084,247 14,366,856
The accompanying notes are an integral part of these
condensed consolidated financial statements.
5
MILLER PETROLEUM, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
Additional Accumulated
Common Shares Paid-in Treasury Earnings
Shares Amount Capital Stock (Deficit) Total
---------- ------ ----------- ----------- ------------ ------------
Balance, May 1, 2008 ........ 11,666,856 $1,166 $ 6,949,761 $ - $ (9,692,558) $ (2,741,631)
Warrants issued ............. - - 174,000 - - 174,000
To record treasury stock .... 2,900,000 290 4,349,710 (4,350,000) - -
Stock issued for compensation 2,800,000 280 923,720 - - 924,000
To record financing
warrants for the quarter .. - - 27,600 - - 27,600
Net income for the quarter
ended July 31, 2008 ....... - - - - 10,280,622 10,280,622
---------- ------ ----------- ----------- ------------ ------------
Balance, July 31, 2008 ...... 17,366,856 $1,736 $12,424,791 $(4,350,000) $ 588,064 $ 8,664,591
========== ====== =========== =========== ============ ============
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
MILLER PETROLEUM, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Three For the Three
Months Ended Months Ended
July 31, 2008 July 31, 2007
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) ................................ $ 10,280,622 $ (511,425)
Depreciation, depletion and amortization ....... 107,570 51,869
Adjustments to Reconcile Net Loss to Net Cash
Provided (Used) by Operating Activities:
Gain on sale of oil and gas properties ......... (11,715,570) -
Issuance of stock for services ................. 99,000 91,688
Warrant cost ................................... 27,600 -
Changes in Operating Assets and Liabilities:
Accounts receivable .......................... (758) (38,848)
Inventory .................................... 31 44
Bank overdraft ............................... - 15,065
Accounts payable ............................. (192,088) 174,766
Accrued expenses ............................. (111,663) 30,205
Income taxes payable ......................... 790,000 -
------------ ------------
Net Cash Provided (Used) by Operating Activities (715,256) (186,636)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment .......................... (3,562,621) -
Payment for oil and gas properties ............. (374,000) -
Sale of oil and gas properties ................. 13,514,090 -
Proceeds from sale of equipment ................ - 6,381
------------ ------------
Net Cash Provided (Used) by Investing Activities 9,577,469 6,381
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on notes payable ...................... (726,868) (72,945)
Proceeds from borrowing ........................ 1,912,159 253,200
Stock repurchase ............................... (4,350,000) -
------------ ------------
Net Cash Provided by Financing Activities ...... (3,164,709) 180,255
------------ ------------
NET INCREASE IN CASH ............................. 5,697,504 0
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ... 42,436 0
CASH AND CASH EQUIVALENTS, END OF PERIOD ......... $ 5,739,940 $ 0
============ ============
CASH PAID FOR
INTEREST ....................................... $ 30,886 $ 11,625
INCOME TAXES ................................... $ - $ -
The accompanying notes are an integral part of these
condensed consolidated financial statements.
7
MILLER PETROLEUM, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) ORGANIZATION AND DESCRIPTION OF BUSINESS
These consolidated financial statements include the accounts of Miller
Petroleum, Inc. and the accounts of its subsidiary, Miller Pipeline Company, Inc
for the comparative period ended July 31, 2007, only, since this subsidiary was
sold in December 2007. All inter-company balances have been eliminated in
consolidation.
The Company's principal business consists of oil and gas exploration, production
and related property management in the Appalachian region of eastern Tennessee.
The Company's corporate offices are in Huntsville, Tennessee. The Company
operates as one reportable business segment, based on the similarity of
activities.
Certain information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these financial statements
be read in conjunction with the Registrant's April 30, 2008 Annual Report on
Form 10-KSB. The results of operations for the period ended July 31, 2008 are
not necessarily indicative of operating results for the full year. In the
opinion of management, all adjustments (consisting of only normal recurring
accruals) considered necessary for a fair presentation have been included.
(2) ACCOUNTING POLICIES
RECLASSIFICATIONS
Certain reclassifications have been made to the prior period amounts presented
to conform to the current period presentations.
RECENT ACCOUNTING PRONOUNCEMENTS
All issued accounting pronouncements but not yet effective have been determined
to be not applicable by management and once adopted is not expected to have a
material impact on the financial position of the Company.
(3) SALE OF OIL AND GAS PROPERTIES AND EQUIPMENT PURCHASES
On June 13, 2008 we sold approximately 30,000 acres of oil and gas leases and
eight drilled but not completed wells to Atlas America, LLC (Atlas) for $19.625
million. At that time Wind City Oil & Gas, LLC and related entities were paid
$10.6 million for 2.9 million shares of Miller's stock, eight drilled but not
completed gas wells, two producing gas wells, and a RD20 drilling rig and
related equipment in settlement of all litigation between the parties.
The Company will enter into a two-year drilling agreement with Atlas to drill
wells for them. We have acquired a second drilling rig to assist in drilling the
wells. The Company borrowed $1,850,125, secured by a certificate of deposit, to
purchase the second drilling rig.
After the sale was completed, the Company paid off all notes, all undisputed
payables, transaction fees of $600,000 to Cresta Capital/Consortium, and paid a
transaction fee of $300,000 and issued 2,500,000 shares of common stock valued
at $825,000 to Scott Boruff, a former associate of Cresta Capital. Scott Boruff
was subsequently hired effective August 1, 2008 as the new CEO of Miller (see
Commitments note below), and a son-in-law of Deloy Miller the former CEO and
current Chairman of the Board of Directors. Cresta was also granted a warrant to
purchase one million shares of the Company's common stock for $1.00 per share
for a period expiring three years after the grant date and cancelled the five
million performance warrants that it held.
The net gain on this sale of oil and gas property transaction was $11,715,570.
8
On June 20, 2008 the Company purchased a 2007 COPCO Model RD III drilling rig
and related equipment for approximately $1.9 million from Atlas. This equipment
was financed with a $1.85 million loan secured by a certificate of deposit.
A third party interested in aforementioned sale of the oil and gas properties is
contesting the sale, see the Litigation note below.
(4) PARTICIPANT RECEIVABLES AND RELATED PARTY RECEIVABLES
Participant and related party receivables consist of receivables contractually
due from our various joint venture partners in connection with routine
exploration, betterment and maintenance activities. Our collateral for these
receivables generally consists of lien rights over the related oil producing
properties at both April 30, 2008 and July 31, 2008.
(5) LONG-TERM DEBT, WARRANTS, LOAN FEES AND RESTRICTED CASH
The Company had the following debt obligations at July 31, 2008 and April 30,
2008
July 31, April 30,
2008 2008
---------- ----------
Notes Payable - Related Parties:
Note payable to the Company's Chairman of the Board of Directors,
Deloy Miller, secured by equipment and truck titles,
interest at 10.752%, due October 18, 2007 .............................. $ - $ 80,200
---------- ----------
- 80,200
Notes Payable - Other
Note payable to American Fidelity Bank, secured by a trust deed
on property, bearing interest at prime, due in monthly payments
of $2,500, with the final payment due in August 2008 ................... - 346,430
Note payable to Jade Special Strategy, LLC, unsecured, dated
March 7, 2007, bearing interest based on a sliding scale approximating
120% and due April 30, 2008 ............................................ - 110,000
Note payable to Jade Special Strategy, LLC, unsecured, dated
April 17, 2007, bearing interest based on a sliding scale approximating
120% and due April 30, 2008 ............................................ - 40,000
Note payable to Jade Special Strategy, LLC, unsecured, dated
August 2, 2007, bearing interest based on a sliding scale approximating
120% and due April 30, 2008 ............................................ - 65,000
Note payable to Petro Capital Securities, unsecured, dated May 24, 2007,
bearing interest at 10% and due June 30, 2008 .......................... - 35,000
Note payable to P & J Resources, Inc., unsecured, dated April 2, 2008,
bearing interest at 8% ................................................. - 50,000
Note payable to Commercial Bank, secured by a certificate of deposit,
Bearing interest at 3.75%, due September 21, 2008 ...................... 1,850,125 -
Note payable to GMAC Financing, secured by vehicle, dated
June 27, 2008, bearing zero interest, due in monthly payments of
$861.58, with the final payment due June 27, 2012 ...................... 62,034 -
---------- ----------
1,912,159 646,430
---------- ----------
Total Notes Payable ............................................... 1,912,159 726,630
Less current maturities on related party notes payable ............ - 80,200
Less current maturities on other notes payable .................... 1,860,464 646,430
---------- ----------
Notes Payable - Long-term ......................................... 51,695 0
========== ==========
9
(6) STOCKHOLDERS' EQUITY
During the quarter ended July 31, 2008, we issued the following shares of common
stock; 2,500,000 shares and 1,000,000 warrants exercisable at $1.00 per share
for a period of three years attributed as a cost of the sale of oil and gas
properties transaction valued at $825,000 and $ 174,000 expensed, respectively,
as a cost of the transaction, 300,000 shares for past services to the directors
valued at $99,000 and expensed, penalty warrants for 120,000 common shares at a
price of $1.15 per share with a five-year term valued and expensed at $27,600.
We also repurchased 2,900,000 shares of common stock at $4,350,000, which was
previously recorded as equity subject to being repurchased as of April 30, 2008.
The Company presents "basic" earnings (loss) per share and, if applicable,
"diluted" earnings per share pursuant to the provisions of Statement of
Financial Accounting Standards No. 128. The calculation of diluted earnings per
share is similar to that of basic earnings per share, except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if all potentially dilutive common shares, such as
those issuable upon the exercise of stock options and warrants, were issued
during the period. Since the Company had a net loss for the three month periods
ended July 31, 2007, the assumed effects from the exercise of outstanding
options and warrants would have been anti-dilutive, and, therefore only basic
earnings per share is presented.
There were no dilutive effects of the common stock equivalents for the
outstanding vested stock options and warrants for the three months ended July
31, 2008 since the exercise price of such warrants and options exceeded the
market price of the Company's common stock at July 31, 2008.
(7) COMMITMENTS
On August 6, 2008 the Board of Directors employed Scott M. Boruff as CEO of the
Company. The employment contract, as amended, provided for the following
compensation:
o Base salary of $250,000 per annum, with provision for cost-of-living
increases.
o Options to purchase 250,000 shares of the Registrant's common stock at an
exercise price per share of $0.33, with vesting in equal annual
installments over a period of four years.
o A restricted stock grant of 250,000 shares of common stock, with vesting
in equal annual installments over a period of four years.
o Incentive Compensation - For each year of the employment term, (i) cash up
to 100% of base salary and (ii) up to 100,000 shares of restricted common
stock, in both instances based upon, and subject to, two performance
benchmarks, gross revenue and EBITDA. One half of each element of
incentive compensation is earned if the gross revenue benchmark is
achieved, and the other half of each element is earned if the EBITDA
benchmark is achieved.
Mr. Boruff is the son-in-law of Deloy Miller, the former CEO and current
Chairman of the Board of Directors.
10
(8) LITIGATION
CNX Gas Company, LLC (CNX) commenced litigation in the Chancery Court of
Campbell County, State of Tennessee on June 11, 2008 (CNX Gas Company, LLC vs.
Miller Petroleum Inc., Civil Action No. 08-071) to enjoin the Registrant from
assigning or conveying certain leases described in the Letter of Intent signed
by CNX and the Registrant on May 30, 2008 (the "Letter of Intent"); to compel
the Registrant to specifically perform the assignments as described in the
Letter of Intent; and for damages. A Notice of Lien Lis Pendens was issued June
11, 2008. The court refused to grant a restraining order pending a hearing of
the matter on the merits; however, the order entered into by the court with
respect thereto prohibits Atlas from conveying the leases for 60 days from the
date of the order. Effective June 13, 2008, all of such leases were assigned by
the Company to Atlas America, LLC. Should CNX prevail in the proceedings
described above, Atlas may be obligated to assign the leases to CNX in
consideration of payment to the Registrant by CNX of up to approximately $13.3
million, in which event the Registrant would be obligated to repay Atlas the sum
of $19,625,000.
Management's opinion is that CNX has no proof or basis of its claims in law or
in fact, and management's opinion is that this lawsuit will be dismissed.
(9) SUBSEQUENT EVENTS
In August 2008, the Company entered in an agreement with a broker-dealer and
member of FINRA to assist the Company in raising capital through private
placements of it securities. Upon execution of the agreement ,the Company paid a
$25,000 retainer and issued the firm 250,000 shares of common stock. The firm
will be entitled to additional shares of the Company's common stock as
compensation for its services upon the closing of various tranches of the
private offering.
In August 2008 a consultant was retained for services, whereby they were issued
100,000 shares for the services rendered to the Company.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
EXECUTIVE SUMMARY
We are an exploration and production company that utilizes seismic
data, and other technologies for geophysical exploration and development of oil
and gas wells. We have partial ownership in 17 producing oil wells and 27
producing gas wells. In addition to our engineering and geological capabilities,
we have work-over rigs, dozers, roustabout crews and equipment to set pumping
units, tanks and lay flow lines, winch trucks and trailers for traveling
support, backhoes, ditchers, fusion machines and welders for pipeline and
compression installation, as well as other equipment necessary to take a
drilling program from the development stage to completion. We also sell rigs,
oilfield trailers, compressors and other miscellaneous oil and gas production
equipment.
During the first quarter of fiscal 2009 we completed two transactions
which we believe had both a positive impact on our balance sheet and removed
certain historical obstacles in our continued growth. These transactions
included:
Sales of leases and wells to Atlas Energy Recourses, LLC
Effective as of June 13, 2008 we entered into an agreement with Atlas
Energy Resources, LLC pursuant to which we assigned to Atlas Energy:
o An unencumbered, undivided 100% working interest and an 80%
net revenue interest in and to the oil and gas lease comprising 27,620
acres known as Koppers North and Koppers South and located in Campbell
County, Tennessee; and an unencumbered, undivided 100% interest and an
82.5% net revenue interest (net of a 5% overriding royalty interest to
us) in and to the oil and gas lease comprising 1,952 acres adjacent to
Koppers North and Koppers South and located in Campbell County,
Tennessee; and
o An unencumbered, undivided 100% working interest and an 80%
net revenue interest in eight gas wells on Koppers South. We have the
option to repurchase the wells within one year form the closing date or
within 30 days after the pipeline to be built by Atlas Energy has been
completed and is ready to accept gas for transport.
The transaction is subject to unwinding pursuant to a pending
litigation between our company and CNX Gas Company LLC as previously disclosed.
Transferring any of the leases or any interest thereon was also subject to a
60-day standstill period which has since expired.
The aggregate consideration for the assignment of the leases and wells
to Atlas Energy was $19,625,000, $9,025,000 of which was paid us and the
remaining $10,600,000 of which was paid directly to Wind City Oil & Gas, LLC in
consideration of a settlement of claims between Wind City and our company
described below.
As part of the transaction, we also agreed to contract with Atlas
Energy for two rigs for two years to drill wells, commencing a significant
commitment to contract drilling. To give Atlas Energy the level of service
required, during the first quarter of fiscal 2009 we purchased a 2007 Atlas RD20
III drilling rig and related equipment for approximately $1.9 million. We expect
to begin drilling for Atlas Energy in October 2008.
12
For two years after the closing date, Atlas Energy granted us the
opportunity to bid on any other drilling or service work that Atlas Energy bids
on in the State of Tennessee. In addition, we entered into (i) a natural gas
transportation agreement with Atlas Energy which provides us access to the Atlas
Volunteer Pipeline, to the extent that capacity is available, on substantially
the same terms as those offered to the producers delivering into the system; and
(ii) a natural gas processing agreement pursuant to which Atlas Energy will
provide gas processing services to us on substantially the same terms as those
services are provided to other producers delivering gas into the Atlas Volunteer
Pipeline and deliver back to us gas with a heating value of 1,100 BTUs per cubic
foot.
Settlement of Wind City litigation
Effective as of June 13, 2008, we also settled all issues and
controversies with Wind City Oil & Gas, LLC ("Wind City"), Wind Mill Oil & Gas,
LLC ("Wind Mill") and Wind City Oil & Gas Management, LLC ("WCOG") pending in
the previously disclosed Tennessee litigation, Tennessee arbitration, and
litigation in the Southern District of New York. Pursuant to the settlement, we
paid Wind City and/or WCOG $10,600,000 for the re-purchase of the 2,900,000
shares of our common stock and reacquisition of all leases previously assigned
by us to Wind City, Wind Mill or WCOG, all wells and equipment associated with
these leases, all pipeline rights and rights of way, all contract rights, and
all other equipment, property and real property rights. As set forth above, we
used a portion of the proceeds from the Atlas Energy transaction to pay the
settlement amounts.
In September 2008 we drilled one successful gas well on the Lindsey
tract and are currently in the process of drilling a second well, both as part
of our joint venture with Delta Producers. During the second quarter of fiscal
2009 we acquired an 810 acre lease for $82,000. We are presently reviewing this
lease, as well as our other existing leases, to determine the capital
requirements and timing for drilling additional wells.
At present we have approximately 14,300 acres of oil and gas leases. We
retained a 5% royalty interest on a 1,930 acre tract that we expect to be the
subject of Atlas Energy drilling. Additionally, we retained the right to
participate in up to ten wells with a 25% working interest without promote.
Finally, in August 2008 Mr. Scott M. Boruff joined our company as Chief
Executive Officer succeeding Mr. Deloy Miller, the founder of our company. Mr.
Miller is Mr. Boruff's father-in-law. While Mr. Miller remains Chairman of our
Board of Directors and will continue to assist our company in obtaining
additional leases and supervising various field operational activities, we
believe that Mr. Boruff's professional experience as an investment banker will
provide us with certain advantages in our efforts to raise additional capital to
fund our anticipated growth and expansion.
With the closing of Atlas Energy transaction and the settlement of the
Wind City litigation our management is now able to focus the majority of its
efforts on growing our company. We are presently refining our business model in
an effort to take advantage of opportunities we believe are available to us,
both as a result of our agreement with Atlas Energy and the elimination of
various uncertainties surrounding our company as a result of the Wind City
litigation. It is anticipated that our focus in future periods will be within
five distinct areas, including:
o Investment partnership management pursuant to which we will seek to
drill additional wells, concentrating on the East Tennessee portion
of the Southern Appalachian Basin with emphasis in horizontal
drilling in Devonian Shale,
13
o Organically growing production through drilling for own benefit on
existing leases, leveraging our 100,000 plus well log database with
a view towards retaining the majority of working interest in the new
wells,
o Expanding our contract drilling and service capabilities and
revenues, including through our drilling contract with Atlas Energy
and through the purchase of an additional vertical and horizontal
drilling rig,
o Expand our leasing capabilities by implementing strategies unique to
the gas and oil industry to secured leases and enter into new
partnerships to increase monetary capabilities, and
o Increase our overall production through economically viable
acquisitions of additional wells.
Our ability, however, to implement one or more of these goals is
dependent both upon the availability of additional capital and the augmenting of
our senior staff. To fully expand our operations as set forth above, we will
need approximately $10 million to $12 million for the purchase of additional
drilling equipment and up to $50 million to fund the balance of our expansion
plans. To provide this capital, we intent to leverage our existing assets as
well as seek to raise capital through the sale of equity and/or debt securities.
To facilitate these capital raising efforts, we have recently retained a
broker-dealer and member of FINRA to assist us. Our ability to fully implement
our expanded business model is dependent on our ability to raise the additional
capital on a timely basis so as to take advantage of the opportunities we
presently have available to us. We face a number of obstacles, however, in
raising the additional capital, including the relative size of our company, the
low trading price of our stock and the various uncertainties facing capital
markets in general. If we are not able to raise the capital as required, we will
be unable to fully implement our expanded business model.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JULY 31, 2008 AS COMPARED TO THE THREE MONTHS ENDED JULY 31,
2007
Revenues
--------
Oil and gas revenue represents revenues generated from the sale of oil
and natural gas produced from the wells in which we have a partial ownership
interest. Oil and gas revenue is recognized as income as production is extracted
and sold. This increase in oil and gas revenue in the first quarter of the
fiscal 2009 period resulted from an increase in production. For the first
quarter of fiscal 2009 we produced 1,117 barrels of oil and 7,768 Mcf of natural
gas as compared to 1,099 barrels of oil and 12,934 Mcf of natural gas during the
comparable period in fiscal 2008. In December 2007 we sold eight producing gas
wells which had production of approximately 5,300 Mcf per quarter. Our increase
in revenues in the fiscal 2009 period is primarily attributable to the price
increases in oil and natural gas. At July 31, 2008 oil was priced at $124.91 per
barrel versus $65.96 at July 31, 2007. During the first quarter of fiscal 2009
our average sales price per barrel of oil was $115.97 as compared to $59.14
during the first quarter of fiscal 2008. At July 31, 2008 natural gas was $11.47
per Mcf as compared to $6.47 per Mcf at July 31, 2007, and our average sales
price per Mcf of natural gas during the first quarter of fiscal 2009 was $10.43
as compared to $6.90 during the first quarter of fiscal 2008.
14
Service and drilling revenue represents revenues generated from
maintenance and repair of third party wells. Service and drilling income is
recognized at the time it is both earned and we have a contractual right to
receive the revenue. During the first quarter of fiscal 2009 we did not devote
any time or resources to the marketing of this service as our management's
primary focus was the sale of the leases to Atlas Energy and the settlement of
the Wind City litigation, both of which are described elsewhere in this report.
We are in the process of finalizing a two-year drilling contract with Atlas
Energy and currently expect to being drilling in October 2008. Depending upon
Atlas Energy's road construction schedule, we expect to drill approximately six
to eight wells per month.
Expenses
--------
We follow the successful efforts method of accounting for our oil and
gas activities. Accordingly, costs associated with the acquisition, drilling and
equipping of successful exploratory wells are capitalized. During the first
quarter of fiscal 2009 we capitalized $292,000 of costs as compared to $0 during
the first quarter of fiscal 2008. Geological and geophysical costs, delay and
surface rentals and drilling costs of unsuccessful exploratory wells are charged
to expense as incurred and are included in the cost of oil and gas revenue.
Costs of drilling development wells are capitalized; however, we did not drill
any development wells during either period. Upon the sale or retirement of oil
and gas properties, the cost thereof and the accumulated depreciation or
depletion are removed from the accounts and any gain or loss is credited or
charged to operations.
The cost of oil and gas revenue represents costs associated with
contract fees we pay third parties to monitor the oil wells and record
production. Gas production is metered and read monthly by a third party company
which are specialists. As a percentage of oil and gas revenue, costs of oil and
gas revenue was approximately 13% for the first quarter of fiscal 2009 as
compared to approximately 11% for the first quarter of fiscal 2008. This
increase reflects routine maintenance on two of the wells. We anticipate that
our cost of oil and gas revenues will proportionality increase as additional
wells are connected. The cost of service and drilling revenue represents direct
labor costs of employees associated with these services, as well as costs
associated with equipment, parts and repairs. Historically, we have employed
approximately five employees who perform the services related to our service and
drilling revenue at a cost to us of approximately $31,500 per quarter. Our
revenues from these services have not been sufficient to cover the costs of
these employees; however, our management made a strategic determination to
retain these highly qualified individuals while we were refining our direction.
These individuals will provide the services necessary to fulfill the contract
drilling services to Atlas Energy beginning during the second quarter of fiscal
2009 and beyond. Accordingly, we anticipate that we will begin reporting gross
profits from our service and drilling revenues during the later half of fiscal
2009.
Selling, general and administrative expense includes salaries, general
overhead expenses, insurance costs professional fees and consulting fees. The
increase in the first quarter of fiscal 2009 from the first quarter of fiscal
2008 reflects one time legal and professional fees associated with the sales of
the leases to Atlas Energy and the settlement of the Wind City litigation
together with increased compensation expense. During the first quarter of fiscal
2009 we hired Mr. Scott Boruff to serve as our Chief Executive Officer at an
annual salary of $250,000 . As a percentage of total revenue, selling, general
and administrative expense was approximately 218% for the first quarter of
fiscal 2009 as compared to approximately 214% for the first quarter of fiscal
2008.
15
Depreciation, depletion and amortization of capitalized costs of proved
oil and gas properties is provided on a pooled basis using the
units-of-production method based upon proved reserves. Acquisition costs of
proved properties are amortized by using total estimated units of proved
reserves as the denominator. All other costs are amortized using total estimated
units of proved developed reserves. The increase in depreciation, depletion and
amortization in the first quarter of fiscal 2009 from the comparable period in
fiscal 2008 reflects an increase in the amount of depreciation due to the
purchase of equipment during the first quarter of fiscal 2009.
The decrease in interest expense for the first quarter of fiscal 2009
from the comparable period in fiscal 2008 reflects the satisfaction of certain
loans during the fiscal 2009 period.
Loan fees and costs in the first quarter of fiscal 2009 represents
non-cash expenses related to the fair value of warrants owed in connection with
a prior financing transaction.
During the first quarter of fiscal 2009 we recorded a one time gain of
$11,715,570 on the sale of the oil and gas leases to Atlas Energy and the
concurrent settlement of the Wind City litigation as described elsewhere herein.
As part of the settlement we repurchased 2,900,000 shares of our common stock
for $4,350,000 which are reflected on our balance sheet as treasury shares. As a
result of these one-time transactions we reported net income of $10,280,622 for
the first quarter of fiscal 2009. We do not anticipate that we will enter into
similar transactions in future periods.
LIQUIDITY
Liquidity is the ability of a company to generate funds to support its
current and future operations, satisfy its obligations and otherwise operate on
an ongoing basis. At July 31, 2008 we had working capital of $3,168,891 as
compared to a working capital deficit of $5,431,365 at April 30, 2008. This
change primarily reflects the net cash to us from the sale of the leases and
wells to Atlas Energy and the concurrent settlement of Wind City litigation and
the satisfaction of the liability for stock repurchase.
Net cash used by operating activities in the fiscal 2009 period
primarily reflects cash used to reduce our accounts payables and accrued
expenses as a result of the settlement of the Wind City litigation and increase
our income taxes payable. In the fiscal 2008 period we primarily used cash to
pay professional and other fees associated with the then ongoing Wind City
litigation. Net cash provided by investing activities in the fiscal 2009 period
reflects the net cash we received from the Atlas Energy transaction offset by
the funds used to satisfy certain notes payables and accounts payable, purchase
additional drilling equipment and vehicles and funds used for the purchase of a
lease and capitalized costs associated with the receipt of two producing gas
wells from Wind City. Net cash provided by investing activities in the fiscal
2008 period represents proceeds to us from the sale of equipment. Net cash used
in financing activities for the fiscal 2009 period reflects the repayment of
notes payable and the repurchase of shares of our common stock as part of the
Wind City settlement offset by proceeds from borrowings to finance the purchase
of equipment. During the fiscal 2008 period cash provided by financing
activities represented the proceeds from short-term borrowings offset by
payments on notes payable.
Our working capital is sufficient to fund our current level operations
for the foreseeable future. Our long-term cash flows are subject to a number of
variables including the level of production and prices as well as various
economic conditions that have historically affected the oil and gas business. A
material drop in oil and gas prices or a reduction in production and reserves
would reduce our operating results in future periods. We operate in an
environment with numerous financial and operating risks, including, but not
limited to, the inherent risks of the search for, development and production of
oil and gas, the ability to buy properties and sell production at prices which
provide an attractive return and the highly competitive nature of the industry.
16
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable to a smaller reporting company.
ITEM 4T. CONTROLS AND PROCEDURES.
Under the supervision and with the participation of our management,
including our Chief Executive Officer and our Chief Financial Officer, we
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) under the
Securities Exchange Act of 1934, as amended, as of the end of the period covered
by this report (the "Evaluation Dates"). Based on this evaluation, our Chief
Executive Officer and our Chief Financial Officer have concluded as of the
Evaluation Dates that our disclosure controls and procedures were effective such
that the information relating to our company required to be disclosed in our
reports filed with the Securities and Exchange Commission (i) is recorded,
processed, summarized and reported within the time periods specified in SEC
rules and forms and (ii) is accumulated and communicated to our management,
including our Chief Executive Officer and our Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure.
Our management, including the Chief Executive Officer and Chief
Financial Officer, does not expect that our disclosure controls and procedures
will prevent all error and all fraud. A control system, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance that
the control system's objectives will be met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, have been detected. These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can occur
because of simple error or mistake. The design of any system of controls is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions.
During the period covered by this report we made several changes in our
internal control over financial reporting to remediate material weaknesses
disclosed in our Annual Report on Form 10-KSB for the year ended April 30, 2008.
These changes included our allocation of additional personnel and engagement of
outside accounting personnel to:
o perform a review of the consolidation and supporting financial
statement disclosure schedules independent of the preparer;
o assist us in the preparation for our quarterly review; and
o research all applicable accounting pronouncements as they related to
our financial statements and underlying disclosures.
Other than as set forth above, there was no change in our internal
control over financial reporting identified in connection with the evaluation
that occurred during our last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS.
Not applicable to a smaller reporting company.
17
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
In August 2008 we issued 250,000 shares of our common stock valued at
$115,000 to a broker-dealer and member of FINRA as partial compensation for
services to be rendered to us in connection with a private placement of our
securities. The recipient was an accredited investor and the issuance was exempt
from registration under the Securities Act of 1933 in reliance on an exemption
provide by Section 4(2) of that act.
In August 2008 we also issued 100,000 shares of our common stock valued
at $46,000 to an individual as compensation for consulting services rendered to
us. The recipient was an accredited investor and the issuance was exempt from
registration under the Securities Act of 1933 in reliance on an exemption
provide by Section 4(2) of that act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
Exhibit No. Description
----------- -----------
31.1 Rule 13a-14(a)/15d-14(a)certificate of Chief Executive Officer
2002 (Sarbanes-Oxley)
31.2 Rule 13a-14(a)/15d-14(a) certificate of Chief Financial Officer
32.1 Section 1350 certification of Chief Executive Officer
32.2 Section 1350 certification of Chief Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MILLER PETROLEUM, INC.
Date: June 1, 2009
By: /s/ Scott M. Boruff
-------------------
Scott M. Boruff
Chief Executive Officer,
principal executive officer
Date: June 1, 2009 By: /s/ Paul W. Boyd
----------------
Paul W. Boyd
Chief Financial Officer,
principal financial and
accounting officer
18