31 Jan 2014material agreement● Neutral
Apollo gave Miller an extra month, to 28 February 2014, to repay its second-tranche loans without the prepayment penalty -- a short extension while the refinancing that closed days later was being assembled.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
30 Jan 2014material agreement● Neutral
Paid CNX Gas $1.25 million to settle its claim over a 2008 letter of intent covering the Campbell County leases that were later sold to Atlas -- closing the last piece of litigation from Miller's Tennessee period, six years on.
25 Nov 2013capital raising announcement▲ GoodMajor
Agreed to buy the North Fork gas field and its pipeline company from Armstrong Cook Inlet and partners -- about 15,465 net acres in Cook Inlet -- paying partly in $5 million of Series D preferred stock, and announced first results from the Sword No. 1 well the same day.
17 Oct 2013material agreement▼ BadMajor
Opened a $75 million at-the-market facility for the Series D preferred, noting plainly that if the credit facility barred Miller from paying its December preferred dividends from any other source, it might pay them out of the proceeds of this offering -- selling preferred stock to pay preferred dividends.
27 Sept 2013listing compliance notice▲ GoodMajor
the New York Stock Exchange certified MILLER ENERGY RESOURCES, INC.'s securities for listing, clearing them to begin trading.
26 Sept 2013bylaws amendment● NeutralMajor
Launched a second listed preferred, the 10.5% Series D, selling 1,000,000 shares at the full $25.00 for about $25 million. Cheaper than the Series C had become, but a third layer of dividends now sat ahead of the common stock.
5 Aug 2013debt financing▼ BadMajor
Paid Apollo a $300,000 fee for a sixth amendment that added $20 million of borrowing capacity, drawn immediately, at a temporarily reduced 9% -- reverting to 18% if not repaid by January 2014. Miller was now borrowing against Alaska state tax credits it had not yet received.
31 July 2013dividend declaration● Neutral
Declared dividends on both preferred series again, $6.05 on the Series B and $0.67 on the Series C.
12 July 2013material agreement▼ Bad
Apollo granted a fifth waiver, pushing the covenant compliance date to October 2013 and giving Miller more time to deliver its reserve report and an appraisal of its own hard assets -- the deadlines a lender extends when it does not want to know the answer yet.
3 July 2013drilling progress report▲ GoodMajor
A burst of Alaskan operational news in ten days: the RU-2A well brought online, the Sword No. 1 and Olson Creek No. 1 wells spudded, a sidetrack begun on RU-1, a new commercial gas sales contract -- and a correction to its own press release, which had understated an RU-1 production figure as 3,000 rather than 4,000 barrels of oil equivalent a day.
28 June 2013material agreement▼ Bad
A fourth Series C sale, 335,000 shares at $21.50 for $7.2 million -- smaller and cheaper again than the three before it.
8 May 2013material agreement▼ Bad
A third Series C preferred sale in eight months, 500,000 shares at $22.25 for about $11.1 million. Each round priced lower than the last: the market was charging Miller more every time it came back.
30 Apr 2013dividend declaration● Neutral
Another quarterly Series C dividend of $0.67 a share, issued alongside an operational update on the Alaska assets.
13 Feb 2013material agreement● Neutral
Sold another 625,000 Series C preferred shares, this time at $22.90 -- ten cents below October's price and still well under the $25.00 they must eventually be redeemed at. About $14.3 million raised.
8 Feb 2013debt financing▼ Bad
Paid Apollo a $200,000 fee for a waiver and drew a further $5 million, leaving $10 million of the $55 million base untouched. Borrowing money in order to pay the fee for permission to borrow it.
8 Feb 2013dividend declaration● Neutral
Declared dividends on both preferred series -- $5.16 a share on the 12% Series B and $0.67 on the 10.75% Series C. Two layers of preferred were now drawing cash ahead of the common shareholders.
7 Nov 2012dividend declaration● Neutral
Declared the first quarterly dividend on the Series C preferred, $0.41 a share. The obligation Miller had taken on to reach retail investors now had to be paid in cash every quarter, out of a business still restating its accounts.
12 Oct 2012material agreement● Neutral
Set up a $100 million at-the-market programme through MLV to dribble out Series C preferred and common stock continuously -- turning the preferred issue into a standing funding tap rather than a one-off raise.
3 Oct 2012listing compliance notice▲ GoodMajor
the New York Stock Exchange certified MILLER ENERGY RESOURCES, INC.'s securities for listing, clearing them to begin trading.
28 Sept 2012bylaws amendment● NeutralMajor
Took the preferred stock public: 685,000 shares of 10.75% Series C sold at $23.00 against a $25.00 liquidation value, for about $15.8 million gross, on a best-efforts basis with four underwriters. A listed preferred paying 10.75% is retail money at a distressed price, and it became Miller's main funding source for the next two years.
26 Sept 2012material agreement● Neutral
Apollo again amended the loan to permit yet another preferred series, this time a publicly traded 10.75% Series C, and pushed the first covenant test out from October 2012 to January 2013 -- buying Miller three more months before its finances had to be measured.
24 Sept 2012capital raising announcement● Neutral
Sold $2.575 million of the new 12% Series B preferred to ten investors. Boruff framed it as raising money "without diluting our current shareholders" -- true only in the narrow sense that preferred stock dilutes through its dividend claim rather than its share count.
21 Sept 2012security holder rights change▼ Bad
Settled with the investors from a March 2010 placement whose warrants carried a price-ratchet and who were owed $715,200 in penalties because Miller had missed its registration deadlines -- an old, small obligation surfacing as the company restructured its share capital.
5 July 2012debt financing▼ BadMajor
Refinanced Guggenheim with Apollo Investment Corporation: a $100 million facility with a $55 million base, $40 million drawn at once -- at 18% a year. The rate went up, not down, and the second $15 million was conditional on Miller proving it could raise $15 million of fresh equity.
12 Apr 2012capital raising announcement▼ BadMajor
Raised $10 million by selling 100,000 shares of a new 10% Series A redeemable preferred, plus warrants, to twenty investors. The $84,000 finder's fee went to Dimirak Securities -- a firm 49% owned by chief executive Scott Boruff, who was also a director of it.
2 Apr 2012security holder rights change● NeutralMajor
Miller Energy amended its Tennessee charter to create 150,000 shares of a new Series A Redeemable Preferred Stock ranking ahead of the common. The board did it under authority the charter already gave it, so common shareholders had no vote on it.
15 Mar 2012material agreement▲ Good
Locked in an offtake contract for all of Cook Inlet Energy's crude with an independent Alaskan refiner, priced off West Texas or Alaska North Slope benchmarks less transport, with a floor of 200 and a ceiling of 24,000 barrels a day.
29 Aug 2011material agreement▼ BadMajor
Guggenheim waived the resulting defaults but tightened the screws: extra reporting, a 2% interest increase in some circumstances, a $115,593 waiver fee, 90% of net revenue swept to repayment from October, and -- tellingly -- delisting from the NYSE made an event of default in its own right.
5 Aug 2011listing compliance notice▼ BadMajor
Told the New York Stock Exchange it was in breach of the listing rule requiring an annual report with audited accounts, four months after joining. The audit committee brought in outside counsel Andrews Kurth to investigate how the filing went out unaudited.
1 Aug 2011financial restatement▼ BadMajor
A far worse admission than March's: the company had filed its annual report before KPMG had finished auditing it or consented to its own report being used, so the audited accounts and KPMG's opinion had to be withdrawn, along with three more quarters restated for misclassified royalties, understated share-based pay, mis-valued derivatives and an unconsolidated subsidiary.