0000785968-15-000042.txt : 20150714 0000785968-15-000042.hdr.sgml : 20150714 20150714080732 ACCESSION NUMBER: 0000785968-15-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150708 ITEM INFORMATION: Termination of a Material Definitive Agreement 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: 20150714 DATE AS OF CHANGE: 20150714 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34732 FILM NUMBER: 15986492 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 a2015-07x148xk.htm 8-K 2015-07-14 8-K


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): July 8, 2015
MILLER ENERGY RESOURCES, INC.
(Exact Name of Registrant as Specified in Its Charter)

Tennessee
(State or Other Jurisdiction of Incorporation)

 
 
 
001-34732
 
62-1028629
(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)
Not Applicable
(Former Name or former address, if changed since last report)

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 1.02 Termination of a Material Definitive Agreement.
On July 8, 2015, Miller Energy Resources, Inc. (the “Company”) terminated the portion of its oil hedges with KeyBank National Association (“KeyBank”) that had been scheduled to mature in July 2015. The liquidation yielded approximately $2.6 million in net proceeds to the Company. The Company has applied the full amount of these proceeds to pay down amounts outstanding under our revolving credit facility created by the Credit Agreement, dated as of June 2, 2014, among the Company, as borrower, KeyBank, as administrative agent, and the lenders party thereto. This was the final portion of the Company's oil hedges.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 9, 2015, Mr. Jeffrey R. McInturff notified the Company’s Board of Directors that, effective as of July 15, 2015, he shall resign as Senior Vice President and Chief Accounting Officer of the Company. Mr. McInturff, who has served in various capacities since February, 2014, cited his having received an offer from another company as his reason for leaving. Mr. McInturff had no disagreement with the Company’s financials or the Company that caused his resignation.
Item 7.01. Regulation FD Disclosure
On July 14, 2015, the Company issued a press release announcing that it will file its Form 10-K for the fiscal year ended April 30, 2015 on Wednesday, July 29, 2015, making use of the fifteen-day filing extension available under Rule 12b-25 of the Securities and Exchange Commission.
The press release also noted that the Company will host a conference call and webcast at 9:00 am Eastern time on Wednesday, July 29, 2015 to provide a comprehensive update and the financial and operational results for the year ended April 30, 2015. A copy of this press release is attached as Exhibit 99.1.
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 July 14, 2015, announcing the filing date of the Company's Form 10-K and the associated Earnings Call









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: July 14, 2015
Miller Energy Resources, Inc.
 
By:
/s/ Carl F. Giesler, Jr.
 
 
Carl F. Giesler, Jr
 
 
Chief Executive Officer





 





EX-99.1 2 a2015-07x14exhibit991.htm EXHIBIT 99.1 2015-07-14 Exhibit 99.1


 
 
 
 
 
 
 
 
 
 
 
 

MILLER ENERGY ANNOUNCES TIMING FOR REPORTING ITS FISCAL FOURTH QUARTER AND FULL YEAR 2015 FINANCIAL RESULTS

HOUSTON, TX-(July 14, 2015) - Miller Energy Resources, Inc. (NYSE: MILL) (“Miller Energy” or the “Company”) announced today that it expects to file its Form 10-K for full fiscal year 2015 on Wednesday, July 29, 2015.

The Company has chosen to avail itself of the fifteen-day extension afforded by filing Form 12b-25 with the Securities and Exchange Commission. Miller Energy’s management believes the extension is required to complete its accounting in light of, among other factors, the substantial drop in oil prices, drilling results during the year and the Company’s on-going capital repositioning process. In addition to those issues, management believes that, due to the constraining structure of the Company’s current debt, its continued capital repositioning process as well as potential factors not under the Company’s control, there is, from an accounting perspective, substantial doubt about its ability to continue as a going concern. Because of these circumstances, the Company is undertaking an asset impairment analysis on certain of its assets. This additional work has delayed completion of the Company’s income tax provision and its year-end financial statements.

The Company will also host a conference call and webcast at 9:00 am ET on Wednesday, July 29, 2015. On the call, management will provide a comprehensive shareholder update, including the status of the Company’s capital repositioning process. Management remains confident that the Company’s opportunities going-forward will enable it to overcome any current financial difficulties and intends to disclose appropriate details of the Company’s future plans. Management will also discuss Miller Energy’s financial and operational results for the full-year and the three months ended April 30, 2015.
To join the call or webcast, please use the dial-in and log-in information below:
Date: Wednesday, July 29, 2015
Time: 9:00 a.m. Eastern Time
Conference Line (U.S.): 1-888-359-3627
International: 1-719-457-2727
Conference ID: 2057052
Webcast: http://public.viavid.com/index.php?id=115210

Please dial in at least 10 minutes before the start time to ensure timely participation. A playback of the call will be available from 12:00 p.m. ET on July 29, 2015 to 11:59 p.m. ET on August 14, 2015. To listen, call 1-877-870-5176 within the United States or 1-858-384-5517 when calling internationally. Please use the replay pin number 2057052.

About Miller Energy Resources
Miller Energy Resources, Inc. is an oil and natural gas production and development company focused solely on Alaska. The Company has a substantial acreage, reserves and resource position in the State as well, significant Company-owned midstream and rig infrastructure to support production and 100% working interest in and operatorship of substantially all of its assets. The Company’s assets are concentrated in southcentral Alaska, including the Cook Inlet and Kenai Peninsula, as well as in the Badami area of the North Slope. Miller Energy manages its operations from Anchorage with additional administrative offices in the lower 48. The Company’s 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," "continue," "strategy," "position," "opportunity," statements regarding the "flexibility" of the Company or the negative of any 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.us






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