Each one in plain English, with the numbers worked through for a shareholder.
17 June 2011debt financing● NeutralMajor
Signed a $100 million credit facility with Guggenheim (borrowing base $35 million, joined by Citibank and Bristol Investment Fund) at a minimum 9.5% interest, secured on everything and requiring 90% of monthly net revenue to go to repayment from January 2012. Expensive money on a short leash, and the first of four lenders in four years.
Ordered a custom $17.9 million drilling rig from Voorhees for its Osprey offshore platform, payable in five instalments, with the rig itself assigned to Guggenheim as security under the credit facility signed the next day.
Left Nasdaq voluntarily for the New York Stock Exchange, keeping the ticker MILL -- eighteen months after being confined to the Pink Sheets, and the high-water mark of the company's respectability.
Told investors not to rely on its first two quarterly reports of the year: it had failed to accrete its well-abandonment obligations, mis-stated depreciation and depletion on the Alaskan assets, and wrongly booked expected Alaska tax credits. The first crack in the accounting behind the Alaska acquisition.
Agreed with Alaska's Department of Natural Resources to post an $18 million performance bond for eventually dismantling the Redoubt Shoal field, payable in annual instalments from 2013; about $6.6 million left behind by the previous owner counts towards it. The clean-up cost that came free with the bargain Alaska assets now had a number and a schedule.
Hired KPMG to replace Sherb & Co -- a Big Four auditor for a company with a $325 million reserve claim resting on a $2.25 million purchase. Within six months that relationship would produce the company's worst crisis.
Took a $5 million short-term line from PlainsCapital Bank, personally guaranteed by chairman Deloy Miller and chief executive Scott Boruff, who each pledged their own shares as security. A newly Nasdaq-listed company whose officers must guarantee a two-month bridge loan is not a company banks are comfortable with.
Settled the five-year fight over the warrants issued in the 2005 Prospect financing by giving Prospect Capital 2,013,814 shares on a cashless exercise. With an October settlement with Petro Capital, every claim arising from that 2005 loan was finally closed out.
Alaska's regulator approved a settlement cutting the pipeline tariff Cook Inlet Energy pays Chevron's Cook Inlet Pipe Line -- its only route to market -- by $6.57 to $8.00 a barrel, in return for Miller committing to minimum annual volumes through 2014. A direct, permanent improvement to the economics of every barrel it produced.
Closed the same offering out at $6.0 million total, selling another 1,265,000 shares to eleven more investors in January -- enough, the company said, to fund a year of Alaskan capital spending and clear the debt built up during 2009's acquisition spree.
Sold 4,750,000 shares at $1.00 -- a 16.67% discount to market -- raising $4.75 million from accredited investors to start funding the Alaska operation it had just acquired.
What it means for a shareholder
4.8m new shares at $1.00 to raise about $4.8m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
23 Dec 2009asset acquisition disposition▲ GoodMajor
The transaction that made and eventually broke the company: Miller paid $2.25 million in cash and 3.5 million warrants for Cook Inlet Energy, which had just bought Pacific Energy Resources' Alaskan oil and gas assets out of Chapter 11, and immediately told the market the reserves were worth over $325 million -- a 32-fold increase in the company's stated reserves for a rounding error in cash. That valuation is what the SEC would later pursue.
24 June 2009asset acquisition disposition▲ GoodMajor
Two weeks after the Ky-Tenn deal, bought East Tennessee Consultants and its affiliate -- 377 wells, about 5,000 acres and, importantly, the operating staff -- for another 1,000,000 shares valued at $250,000, with the three sellers locked in for three years and one of them made vice-president of operations.
12 June 2009asset acquisition disposition▲ GoodMajor
Bought Ky-Tenn Oil's roughly 170 wells and 35,325 acres of Chattanooga Shale leases in Tennessee for 1,000,000 shares valued at just $320,000 -- the first of a run of acquisitions paid for in stock rather than cash under new chief executive Scott Boruff.
Replaced Rodefer Moss with Sherb & Co as auditor. The disclosure conceded that the prior year's audit report had carried a going-concern warning, driven by recurring losses and Wind City's right to force Miller to buy back 2.9 million shares for about $4.35 million it did not have.
19 June 2008director officer appointment● NeutralMajor
Sold its 27,620-acre Koppers leases and eight wells in Campbell County to Atlas Energy for $19.6 million -- but $10.6 million of that went straight to Wind City to settle the joint-venture dispute rather than to Miller, which kept $9.0 million, twelve retained wells and a repurchase option. The 2005 Wind City venture had cost Miller its best Tennessee acreage.
Kicked off the OTC Bulletin Board for being late with its reports three times in two years, Miller dropped to the Pink Sheets without appealing -- the low point of its Tennessee era.
31 May 2007capital raising announcement● NeutralMajor
Agreed to buy its way out of the Wind City joint venture and the litigation it had produced: $8 million to reacquire all the leases, wells and pipeline rights it had contributed and to repurchase Wind City's 2.9 million shares, with the lawsuits stayed until payment. The deal lapsed if Miller could not find the money by June 30 -- and Miller could not.
Formed Wind Mill Oil & Gas with Wind City Oil & Gas, contributing its Tennessee and Texas prospects against Wind City's $10 million cash, for 49.9% of the venture, and agreed to work exclusively for it for three years. Wind City separately bought 2,900,000 Miller shares. Within eighteen months the two would be suing each other.
1 Nov 2005material agreement termination▲ GoodMajor
Golden Triangle and Norwest walked away after the first five wells, exercising their option to end the farm-in and hand back everything they had not already earned. Miller paid no penalty and regained full control of the 10,400-acre Koppers/Carden tract with five wells drilled entirely at the partners' expense -- a partner's loss of nerve that left Miller better off.
29 June 2005director officer appointment▲ GoodMajor
Signed a farm-in with Texas-based Golden Triangle Energy and Australia's Norwest Energy NL, who agreed to pay about $235,000 a well to drill on Miller's Campbell County, Tennessee leases in return for 75% of Miller's working interest; $1,175,000 was escrowed for the first five wells. Director Parker Lee resigned the same week.
Borrowed $4.15 million from Prospect Energy Corporation and Petro Capital III on convertible notes secured by every oil and gas property, pipeline and asset the company owned, plus warrants over 1,000,000 shares at $0.50. The warrants attached to this deal would be litigated for five years.
Miller Petroleum, then a small Tennessee gas driller, replaced sole practitioner Butch Grubb with Knoxville firm Rodefer Moss as its auditor -- a step up in formality, with no disagreements disclosed.