SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
| For the Quarter Ended |
Commission File Number | |
| March 31, 2003 |
0-23431 |
MILLER EXPLORATION COMPANY
(Exact Name of Registrant as Specified in Its Charter)
| Delaware |
38-3379776 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| 3104 Logan Valley Road Traverse City, Michigan |
49685-0348 | |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (231) 941-0004
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 an accelerated filer (as defined in Rule 126-2 of the 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.
| Class |
Outstanding at May 12, 2003 | |
| Common stock, $.01 par value |
2,061,253 shares |
MILLER EXPLORATION COMPANY
2
PART I. FINANCIAL INFORMATION
MILLER EXPLORATION COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
| For the Three Months Ended March 31 |
||||||||
| 2003 |
2002 |
|||||||
| REVENUE: |
||||||||
| Natural gas |
$ |
2,829 |
|
$ |
1,836 |
| ||
| Crude oil and condensate |
|
791 |
|
|
851 |
| ||
| Other operating revenue |
|
33 |
|
|
58 |
| ||
| Total operating revenue |
|
3,653 |
|
|
2,745 |
| ||
| OPERATING EXPENSES: |
||||||||
| Lease operating expenses and production taxes |
|
564 |
|
|
441 |
| ||
| Depreciation, depletion and amortization |
|
1,636 |
|
|
2,092 |
| ||
| General and administrative |
|
551 |
|
|
661 |
| ||
| Total operating expenses |
|
2,751 |
|
|
3,194 |
| ||
| OPERATING INCOME (LOSS) |
|
902 |
|
|
(449 |
) | ||
| INTEREST EXPENSE |
|
(15 |
) |
|
(196 |
) | ||
| INCOME (LOSS) BEFORE INCOME TAXES |
|
887 |
|
|
(645 |
) | ||
| INCOME TAX PROVISION (CREDIT) (Note 2) |
|
— |
|
|
(220 |
) | ||
| NET INCOME (LOSS) BEFORE CUMULATIVE EFFECT |
|
887 |
|
|
(425 |
) | ||
| CUMULATIVE EFFECT OF CHANGE IN |
|
(450 |
) |
|
— |
| ||
| NET INCOME (LOSS) |
$ |
437 |
|
$ |
(425 |
) | ||
| Basic Income (Loss) Per Share — Before Cumulative Effect of Change |
$ |
0.44 |
|
$ |
(0.22 |
) | ||
| Basic Income (Loss) Per Share — Cumulative Effect of Change |
$ |
(0.22 |
) |
|
— |
| ||
| Basic Income (Loss) Per Share |
$ |
0.22 |
|
$ |
(0.22 |
) | ||
| Diluted Income (Loss) Per Share — Before Cumulative Effect of Change |
$ |
0.43 |
|
$ |
(0.22 |
) | ||
| Diluted Income (Loss) Per Share — Cumulative Effect of Change |
$ |
(0.22 |
) |
|
— |
| ||
| Diluted Income (Loss) Per Share |
$ |
0.21 |
|
$ |
(0.22 |
) | ||
| Weighted Average Shares Outstanding: |
||||||||
| Basic |
|
2,027 |
|
|
1,964 |
| ||
| Diluted |
|
2,085 |
|
|
1,964 |
| ||
The accompanying notes are an integral part of these consolidated financial statements.
3
MILLER EXPLORATION COMPANY
(In thousands, except share amounts)
| As of March 31, 2003 |
As of December 31, 2002 |
|||||||
| (Unaudited) |
||||||||
| ASSETS |
||||||||
| CURRENT ASSETS: |
||||||||
| Cash and cash equivalents |
$ |
353 |
|
$ |
46 |
| ||
| Accounts receivable |
|
2,156 |
|
|
1,441 |
| ||
| Inventories, prepaids and advances to other operators |
|
607 |
|
|
324 |
| ||
| Total current assets |
|
3,116 |
|
|
1,811 |
| ||
| OIL AND GAS PROPERTIES—at cost (full cost method): |
||||||||
| Proved oil and gas properties |
|
157,691 |
|
|
155,189 |
| ||
| Unproved oil and gas properties |
|
693 |
|
|
2,375 |
| ||
| Less-Accumulated depreciation, depletion and amortization |
|
(140,884 |
) |
|
(138,826 |
) | ||
| Net oil and gas properties |
|
17,500 |
|
|
18,738 |
| ||
| OTHER ASSETS |
|
151 |
|
|
300 |
| ||
| Total assets |
$ |
20,767 |
|
$ |
20,849 |
| ||
| LIABILITIES AND EQUITY |
||||||||
| CURRENT LIABILITIES: |
||||||||
| Notes payable (Note 3) |
$ |
128 |
|
$ |
— |
| ||
| Current maturities of long-term debt |
|
— |
|
|
800 |
| ||
| Accounts payable |
|
398 |
|
|
639 |
| ||
| Accrued expenses and other current liabilities |
|
2,677 |
|
|
2,301 |
| ||
| Total current liabilities |
|
3,203 |
|
|
3,740 |
| ||
| LONG-TERM DEBT |
|
— |
|
|
— |
| ||
| COMMITMENTS AND CONTINGENCIES (Note 6) |
||||||||
| EQUITY: |
||||||||
| Common stock warrants, 960,050 outstanding at March 31, 2003 and December 31, 2002 |
|
851 |
|
|
851 |
| ||
| Preferred stock, $0.01 par value; 2,000,000 shares authorized; none outstanding |
|
— |
|
|
— |
| ||
| Common stock, $0.01 par value; 40,000,000 shares authorized; 2,061,253 shares and 1,992,186 shares outstanding at March 31, 2003 and December 31, 2002, respectively |
|
21 |
|
|
20 |
| ||
| Accumulated other comprehensive loss |
|
(143 |
) |
|
(49 |
) | ||
| Additional paid in capital |
|
77,743 |
|
|
77,632 |
| ||
| Accumulated deficit |
|
(60,908 |
) |
|
(61,345 |
) | ||
| Total equity |
|
17,564 |
|
|
17,109 |
| ||
| Total liabilities and equity |
$ |
20,767 |
|
$ |
20,849 |
| ||
The accompanying notes are an integral part of these consolidated financial statements.
4
MILLER EXPLORATION COMPANY
CONSOLIDATED STATEMENT OF EQUITY
(In thousands)
(Unaudited)
| Common Stock Warrants |
Preferred Stock |
Common Stock |
Accumulated Other Comprehensive Loss |
Additional Paid In Capital |
Accumulated Deficit |
|||||||||||||||
| BALANCE-December 31, 2002 |
$ |
851 |
$ |
— |
$ |
20 |
$ |
(49 |
) |
$ |
77,632 |
$ |
(61,345 |
) | ||||||
| Issuance of benefit plan shares |
|
— |
|
— |
|
— |
|
— |
|
|
23 |
|
— |
| ||||||
| Issuance of non-employee directors’ shares |
|
— |
|
— |
|
1 |
|
— |
|
|
88 |
|
— |
| ||||||
| Change in unrealized losses |
|
— |
|
— |
|
— |
|
(94 |
) |
|
— |
|
— |
| ||||||
| Net income |
|
— |
|
— |
|
— |
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