0000785968-14-000213.txt : 20141029 0000785968-14-000213.hdr.sgml : 20141029 20141029083952 ACCESSION NUMBER: 0000785968-14-000213 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141023 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141029 DATE AS OF CHANGE: 20141029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MILLER ENERGY RESOURCES, INC. CENTRAL INDEX KEY: 0000785968 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 621028629 STATE OF INCORPORATION: TN FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34732 FILM NUMBER: 141178655 BUSINESS ADDRESS: STREET 1: 9721 COGDILL ROAD STREET 2: SUITE 302 CITY: KNOXVILLE STATE: TN ZIP: 37932 BUSINESS PHONE: (865) 223-6575 MAIL ADDRESS: STREET 1: 9721 COGDILL ROAD STREET 2: SUITE 302 CITY: KNOXVILLE STATE: TN ZIP: 37932 FORMER COMPANY: FORMER CONFORMED NAME: MILLER PETROLEUM INC DATE OF NAME CHANGE: 19970115 FORMER COMPANY: FORMER CONFORMED NAME: TRIPLE CHIP SYSTEMS INC DATE OF NAME CHANGE: 19960724 FORMER COMPANY: FORMER CONFORMED NAME: SINGLE CHIP SYSTEMS INTERNATIONAL INC DATE OF NAME CHANGE: 19960313 8-K 1 a2014-10x298xkcfocao.htm 8-K 2014-10-29 8-K CFO/CAO


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 23, 2014
MILLER ENERGY RESOURCES, INC.
(Exact Name of Registrant as Specified in Its Charter)

Tennessee
(State or Other Jurisdiction of Incorporation)



 
 
 
001-34732
 
26-1028629
(Commission File Number)
 
(IRS Employer Identification No.)

9721 Cogdill Road, Suite 302
Knoxville, TN 37932
(Address of Principal Executive Offices)
(865) 223-6575
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
        Compensatory Arrangements of Certain Officers.

On October 23, 2014, Mr. John M. Brawley notified Miller Energy Resources, Inc. (the “Company”) that, effective as of November 14, 2014, he shall resign as Chief Financial Officer of the Company. Mr. Brawley, who has served as our Chief Financial Officer since February 2014, cited his having received an offer from another energy company as his reason for leaving. There was no disagreement between the Company and Mr. Brawley that caused his resignation.

On October 28, 2014, the Board of Directors of the Company appointed Mr. Jeffrey R. McInturff, 41, as the Company’s Chief Accounting Officer and approved his becoming our Interim Chief Financial Officer immediately upon Mr. Brawley’s departure from the Company. Mr. McInturff previously served as the Company’s Vice President and Director of Financial Reporting beginning in February 2014. Prior to joining the Company, Mr. McInturff was the Director of Financial Reporting of Dura-Line Holdings Corporation, a global manufacturer of conduit and pipe from 2012 until 2014, and Director of Financial Reporting of Xinergy Ltd., a U.S. Central Appalachian producer of high quality thermal and premium metallurgical coal from 2011 until 2012.  From 2010 to 2011, Mr. McInturff was Manager of External Reporting for SunCoke Energy, Inc., and served as Manager of SEC Reporting for King Pharmaceuticals, Inc. from 2006 until 2010. 
    
Mr. McInturff received a B.A. in Economics from the University of Tennessee and an M.S. in Accountancy from the College of Charleston.

Item 7.01.    Regulation FD Disclosure.

On October 29, 2014, the Company issued a press release relating to, among other things, the changes in management as noted in Item 5.02 above. Attached as Exhibit 99.1 is the related press release.

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of Miller Energy Resources, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01    Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.
 
Description
99.1
 
Press release dated October 29, 2014 announcing changes in management, operations updates, strategic process updates and financial position updates





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 29, 2014
 
Miller Energy Resources, Inc.
 
 
By: /s/ Carl F. Giesler, Jr. 
 
 
Carl F. Giesler, Jr.
 
 
Chief Executive Officer



EX-99.1 2 a2014-10x29exhibit991.htm EXHIBIT 2014-10-29 Exhibit 99.1


 
 
 
 
 
 
 
 
 

For immediate release

MILLER ENERGY RESOURCES ANNOUNCES MANAGEMENT CHANGES AND PROVIDES UPDATES ON ITS OPERATIONS, STRATEGIC PROCESSES AND FINANCIAL POSITION

 KNOXVILLE, TN  (Marketwired) - 10/29/14 - Miller Energy Resources, Inc. (the “Company” or “Miller”) (NYSE: MILL), announces management changes and, prior to its Annual General Meeting, provides updates on its operations, strategic processes and financial position.

Management Changes

John M. Brawley, the Company's Chief Financial Officer, has informed Miller’s Board of Directors that he intends to leave the Company on November 14, 2014 in order to assume a Chief Financial Officer position with another energy company. The Board of Directors has appointed Jeffrey R. McInturff, Miller’s Chief Accounting Officer, as the Company’s Interim Chief Financial Officer, effective upon Mr. Brawley’s departure. The Company has initiated a formal search for Mr. Brawley’s successor.

“During John’s tenure, the Company has made substantial progress in expanding its access to capital, lowering its cost of debt and improving its internal controls,” said Carl F. Giesler, Miller’s Chief Executive Officer. “We will miss John’s leadership and judgment, and wish him the best in his new endeavors.”

“We are fortunate to have Jeff to assume John’s duties while we search for a permanent successor,” added Mr. Giesler. “Jeff has worked closely with John in all aspects of our financial and controls development and has the confidence of our board, management, auditors and lenders.”

Operations Update

Miller announced that it is in the process of finalizing completion of its RU-9 well. The Company has perforated and tested the Hemlock formation as well as a specific interval in the shallower Tyonek formation and, as a result, the completion will be open to both. A further update on RU-9 will be provided once a reliable flow rate has been established.

“During drilling and logging RU-9, we saw prospective zones in both the Tyonek as well as the deeper Hemlock formations,” said David M. Hall, Miller’s Chief Operating Officer. “We decided first to perforate and test the Hemlock formation. Initial results revealed high-quality oil with a low water-cut and variable flow rates that, at times, appeared well in-excess of our expectations. Those results were the basis for our September 15, 2014 update.”

“Given indications of potential formation damage around the well-bore incurred while drilling, we decided to re-perforate the Hemlock formation and conduct a reservoir analysis,” added Mr. Hall. “We also decided to perforate the Tyonek formation while these procedures were taking place and prior to running final completion.”

“Assessing the optimal completion approach for RU-9 has taken longer than we had expected,” noted Mr. Giesler. “Early results confirmed the well’s hydrocarbon potential, and our operations team is taking the appropriate steps to optimize its productivity.”






Following the completion of RU-9, Miller expects to focus its near-term drilling plans on PUD locations at its Redoubt, North Fork, and WMRU Fields in addition to several low-risk development oil wells at Badami Field on the North Slope.

Strategic Processes Update

The Company announced that it has received nearly all the regulatory approvals for its acquisition of Savant Alaska, LLC and expects that transaction to close in November. Miller estimates that contractual purchase price adjustments from the May 1, 2014 effective date, as a result of ongoing production, will lower the effective acquisition price to approximately $5.8 million, down from $9.0 million.

Upon closing, the Company expects this acquisition will immediately add approximately 600 Bopd net production to Miller.

In addition, Miller has reached agreement to sell substantially all of its Tennessee oil and gas assets and related liabilities for approximately $3.3 million in cash. The Company expects that the transaction will close in November. Miller expects the sale of its Tennessee assets will reduce costs and increase the Company’s cash flow by approximately $800,000 per year.

The Company has also announced that it continues its discussions with Buccaneer Energy and its principal lender to purchase substantially all Buccaneer Energy’s Alaska operating assets out of bankruptcy. While negotiations continue, there is no guarantee that Miller will reach agreement with the sellers.

Financial Position Update

The Company’s borrowing base was recently reaffirmed at $60.0 million by its senior credit facility lenders. Currently, the Company has approximately $10.0 million in cash, $36.0 million drawn against its borrowing base, a cash tax credit application outstanding for approximately $21.2 million and an additional application is expected to be filed in the next month for approximately $19.0 million. The Company has already received three cash tax credits this fiscal year, totaling $56.0 million.

“The Company has consistently been receiving cash drilling tax credits from the State of Alaska. In addition to these receipts, we have efficiently managed our borrowing base and cash flow to ensure sufficient liquidity to allow us to take advantage of our announced potential strategic acquisitions as well as to execute our development drilling program,” said Mr. Giesler. “We are also actively engaged in joint venture discussions with potential partners on our Sabre prospect as well as other drilling opportunities.”

Given recent movements in oil prices, the Company also reaffirmed that it has more than 80% of its current oil production hedged. It has approximately 456 MBbls hedged at $99.19 through the remainder of fiscal year 2015 and approximately 787 MBbls at $95.36 during fiscal year 2016. Miller believes it has sufficient liquidity if oil prices remain at current levels for the foreseeable future.

About Miller Energy Resources

Miller Energy Resources is an oil and natural gas exploration, production and drilling company operating in multiple exploration and production basins in North America. Miller's focus is in Cook Inlet, Alaska. Miller is headquartered in Knoxville, Tennessee with offices in Anchorage, Alaska and Houston, Texas. The Company's common stock is listed on the NYSE under the symbol MILL.

Statements Regarding Forward-Looking Information

Certain statements contained herein are forward-looking statements including, but not limited to, statements that are predications of or indicate future events, trends, plans or objectives. Undue reliance should not be placed on such





statements because, by their nature, they are subject to known and unknown risks and uncertainties. Forward-looking statements are not guarantees of future activities and are subject to many risks and uncertainties. Due to such risks and uncertainties, actual events may differ materially from those reflected or contemplated in such forward-looking statements. Forward-looking statements can be identified by the use of the future tense or other forward-looking words such as "believe," "expect," "anticipate," "intend," "plan," "should," "may," "will," believes," "continue," "strategy," "position," “opportunity” or the negative of those terms or other variations of them or by comparable terminology. A discussion of these risk factors is included in the Company's periodic reports filed with the SEC.

Investor Relations Contact

Derek Gradwell
SVP Natural Resources
MZ Group North America
Phone: 512-270-6990
Email: dgradwell@mzgroup.us
Web: www.mzgroup.com