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
June 30, 2003		0-23431

For the Quarter Ended September 30, 2003

Commission File Number 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.)
(State or Other Jurisdiction ofIncorporation or Organization)		(I.R.S. EmployerIdentification No.)
3104 Logan Valley Road
Traverse City, Michigan		49685-0348
(Address of Principal Executive Offices)		(Zip Code)

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 atatNovember ~~August 11~~10, 2003
Common stock, $.01 par value		2,~~069~~129,~~774~~078 shares

MILLER EXPLORATION COMPANY

TABLE OF CONTENTS

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Statements of Operations—Three Months and Six Months Ended June 30, 2003 and 2002	3
	Consolidated Statements of Operations—Three Months and Nine Months Ended September 30, 2003 and 2002	3
	Consolidated Balance Sheets—June 30, 2003 and December 31, 2002	4
	Consolidated Balance Sheets—September 30, 2003 and December 31, 2002	4
	Consolidated Statement of Equity—Six Months Ended June 30, 2003	5
	Consolidated Statement of Equity—Nine Months Ended September 30, 2003	5
	Consolidated Statements of Cash Flows—Six Months Ended June 30, 2003 and 2002	6
	Consolidated Statements of Cash Flows—Nine Months Ended September 30, 2003 and 2002	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1718
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2628
Item 4.	Controls and Procedures	2728
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	2829
Item 2.	Changes in Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Submission of Matters to a Vote of Security Holders	29
Item 5.	Other Information	29
Item 6.	Exhibits and Reports on Form 8-K	2930

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

MILLER EXPLORATION COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	For the Three Months EndedSept. 30,						For the Nine Months Ended Sept. 30,
	2003			2002			2003			2002
REVENUES:
Natural gas	$	21,~~153~~982		$	1,~~963~~501		$	46,~~982~~965		$	35,~~798~~299
Crude oil and condensate		~~597~~482			~~931~~548			1,~~388~~870			12,~~782~~330
Other operating revenues		516			4737			3853			~~105~~142
Total operating revenues		2,~~755~~480			2,~~941~~086			68,~~408~~888			57,~~685~~771
OPERATING EXPENSES:
Lease operating expenses and production taxes		~~494~~430			~~488~~425			1,~~058~~487			~~929~~1,353
Depreciation, depletion and amortization		1,~~512~~367			21,~~422~~415			34,~~148~~515			45,~~514~~929
General and administrative		~~736~~396			~~504~~389			1,~~287~~684			1,~~164~~554
Cost ceiling writedown		—600			~~7,000~~—			—600			7,000
Total operating expenses		2,~~742~~793			102,~~414~~229			58,~~493~~286			1315,~~607~~836
OPERATING INCOME (LOSS)		13(313	)		(~~7,473~~143	)		~~915~~602			(78,~~922~~065	)
INTEREST EXPENSE		(924	)		(~~206~~145	)		(2448	)		(~~402~~547	)
INCOME (LOSS) BEFORE INCOME TAXES		4(337	)		(~~7,679~~288	)		~~891~~554			(8,~~324~~612	)
INCOME TAX PROVISION (CREDIT) (Note 2)		—			~~(5,523~~—	)		—			(5,743	)
NET INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE		4(337	)		(~~2,156~~288	)		~~891~~554			(2,~~581~~869	)
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE		—			—			(450	)		—
NET INCOME (LOSS)	$	4(337	)	$	(~~2,156~~288	)	$	~~441~~104		$	(2,~~581~~869	)
BASIC INCOME (LOSS) PER SHARE – Before Cumulative Effect of Change in Accounting Principle	$	—		$	(1.09	)	$	0.44		$	(1.31	)
BASIC INCOME (LOSS) PER SHARE—Before Cumulative Effect of Change in Accounting Principle	$	(0.16	)	$	(0.14	)	$	0.27		$	(1.45	)
BASIC INCOME (LOSS) PER SHARE – Cumulative Effect of Change in Accounting Principle		—			—		$	(.22	)		—
BASIC INCOME (LOSS) PER SHARE—Cumulative Effect of Change in Accounting Principle		—			—		$	(0.22	)	$	—
BASIC INCOME (LOSS) PER SHARE	$	—(0.16	)	$	(10.0914	)	$	0.2205		$	(1.3145	)
DILUTED INCOME (LOSS) PER SHARE – Before Cumulative Effect of Change in Accounting Principle		—		$	(1.09	)	$	0.42		$	(1.31	)
DILUTED INCOME (LOSS) PER SHARE—Before Cumulative Effect of Change in Accounting Principle	$	(0.16	)	$	(0.14	)	$	0.26		$	(1.45	)
DILUTED INCOME (LOSS) PER SHARE – Cumulative Effect of Change in Accounting Principle	$	—			—		$	(.21	)		—
DILUTED INCOME (LOSS) PER SHARE—Cumulative Effect of Change in Accounting Principle	$	—			—		$	(0.21	)	$	—
DILUTED INCOME (LOSS) PER SHARE	$	—(0.16	)	$	(10.0914	)	$	0.2105		$	(1.3145	)
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic		2,062			1,~~980~~990			2,~~045~~053			1,~~972~~978
Diluted		2,~~139~~062			1,~~980~~990			2,~~121~~130			1,~~972~~978

The accompanying notes are an integral part of these consolidated financial statements.

MILLER EXPLORATION COMPANY

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

	As of June 30, 2003			As of December 31, 2002
	As of Sept. 30,2003			As of December 31,2002
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	45,~~750~~872		$	46
Accounts receivable		1,~~325~~187			1,441
Inventories, prepaids and advances to other operators		~~580~~611			324
Total current assets		67,~~655~~670			1,811
OIL AND GAS PROPERTIES—at cost (full cost method):
Proved oil and gas properties		156,~~009~~233			155,189
Unproved oil and gas properties		~~365~~318			2,375
Less-Accumulated depreciation, depletion and amortization		(~~142~~144,~~372~~334	)		(138,826	)
Net oil and gas properties		1412,~~002~~217			18,738
OTHER ASSETS		3328			300
Total assets	$	2019,~~690~~915		$	20,849
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt	$	—		$	800
Accounts payable		~~460~~376			639
Accrued expenses and other current liabilities		2,~~528~~137			2,301
Total current liabilities		2,~~988~~513			3,740
LONG-TERM DEBT		—			—
COMMITMENTS AND CONTINGENCIES (Note 6)
EQUITY:
Common stock warrants, 960,050 outstanding at June 30, 2003 and December 31, 2002		851			851
Common stock warrants, 960,050 outstanding at September 30, 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; 2,069,774 shares and 1,992,186 shares outstanding at June 30, 2003 and December 31, 2002, respectively		21			20
Common stock, $0.01 par value; 40,000,000 shares authorized; 2,069,774 shares and 1,992,186 shares outstanding at September 30, 2003 and December 31, 2002, respectively		21			20
Accumulated other comprehensive loss		~~(37~~—	)		(49	)
Additional paid in capital		77,771			77,632
Accumulated deficit		(6061,~~904~~241	)		(61,345	)
Total equity		17,~~702~~402			17,109
Total liabilities and equity	$	2019,~~690~~915		$	20,849

The accompanying notes are an integral part of these consolidated financial statements.

MILLER EXPLORATION COMPANY

CONSOLIDATED STATEMENT OF EQUITY

(In thousands)

(Unaudited)

	Common Stock Warrants		Preferred Stock		Common Stock		Accumulated Other Comprehensive Income (Loss)			Additional Paid In Capital		Accumulated Deficit
	CommonStockWarrants		PreferredStock		CommonStock		AccumulatedOtherComprehensiveIncome(Loss)			AdditionalPaid InCapital		AccumulatedDeficit
BALANCE-December 31, 2002	$	851	$	—	$	20	$	(49	)	$	77,632	$	(61,345	)
Issuance of benefit plan shares		—		—		—		—			51		—
Issuance of non-employee directors’ shares		—		—		1		—			88		—
Change in unrealized gain		—		—		—		1249			—		—
Net income		—		—		—		—			—		~~441~~104
BALANCE-June 30, 2003	$	851	$	—	$	21	$	(37	)	$	77,771	$	(60,904	)
BALANCE-September 30, 2003	$	851	$	—	$	21	$	—		$	77,771	$	(61,241	)

Disclosure of Comprehensive Income:

	For the six months ended June 30,
	For the Nine MonthsEnded Sept. 30,
	2003		2002
Net income (loss)	$	~~441~~104	$	(2,~~581~~869	)
Other comprehensive income (loss)		1249		(~~220~~172	)
Total comprehensive income (loss)	$	~~453~~153	$	(23,~~801~~041	)

The accompanying notes are an integral part of these consolidated financial statements.

MILLER EXPLORATION COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	For the Six Months Ended June 30,
	For the Nine Months EndedSeptember 30,
	2003			2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	~~441~~104		$	(2,~~581~~869	)
Adjustments to reconcile net income (loss) to net cash fromoperating activities—
Adjustments to reconcile net income (loss) to net cash from operating activities—
Cost ceiling writedown		—600			7,000
Depreciation, depletion and amortization		34,~~148~~497			45,~~514~~929
Cumulative effect of change in accounting principle		450			—
Deferred income taxes		—			(5,743	)
Warrants and stock compensation		140			~~164~~199
Loss on sale of non-oil and gas assets		198			—
Changes in assets and liabilities—
Accounts receivable		~~116~~254			~~657~~474
Other assets		(~~257~~274	)		(~~163~~220	)
Accounts payable		(~~179~~263	)		(12,~~993~~233	)
Accrued expenses and other current liabilities		(~~278~~632	)		(1,~~280~~611	)
Net cash flows provided by operating activities		35,~~779~~074			~~575~~926
CASH FLOWS FROM INVESTING ACTIVITIES:
Exploration and development expenditures		(~~415~~588	)		(12,~~879~~303	)
Proceeds from sale of oil and gas properties		2,140			—3,743
Net cash flows provided by (used in) investing activities		1,725			(1,879	)
Net cash flows provided by investing activities		1,552			1,440
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of principal		(~~2,503~~800	)		(1119,~~516~~284	)
Borrowing on notes payable and long-term debt		~~1,703~~—			1217,~~622~~072
Net cash flows provided by (used in) financing activities		(800	)		1,106
Net cash flows used in financing activities		(800	)		(2,212	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		45,~~704~~826			~~(198~~154	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THEPERIOD		46			201
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD		46			201
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD	$	45,~~750~~872		$	3355
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for interest	$	2550		$	~~702~~782

The accompanying notes are an integral part of these consolidated financial statements.

MILLER EXPLORATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1)

Organization and Nature of Operations

The consolidated financial statements of Miller Exploration Company (the “Company”) and its subsidiary included herein have been prepared by management without audit pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial results for the interim periods presented. Certain information and notes normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. However, management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002. The statements of operations for the three and ~~six~~nine month periods ended ~~June~~September 30, 2003, cannot necessarily be used to project results for the full year.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Change in Accounting Principle

On January 1, 2003, the Company adopted the provisions of Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” (“SFAS 143”). SFAS 143 requires entities to record the fair value of retirement obligations associated with tangible long-lived assets in the period in which the obligation is incurred. The respective asset retirement cost is capitalized as part of the carrying amount of the long-lived asset. The asset retirement cost is allocated to expense using a systematic and rational method over the assets’ useful lives. At January 1, 2003, the Company recorded a $517,000 retirement obligation related to processing plants, pipelines, and oil and gas well plugging and abandonment liabilities. The cumulative effect of the change in accounting resulted in a $450,000 charge as reflected in the Company’s Consolidated Statements of Operations for the ~~six~~nine months ended ~~June~~September 30, 2003.

The following pro forma information is provided to give effect to the adoption of SFAS 143 as if it had been adopted on January 1, 2002.

	Period ended June 30, 2002
	Period endedSeptember 30, 2002
	(in thousands, except per share amounts)
	(in thousands, exceptper share amounts)
	Three Months			Six Months
	ThreeMonths			NineMonths
Net loss	$	(~~2,156~~288	)	$	(2,~~581~~869	)
Pro forma adjustment to reflect retroactive adoption ofSFAS 143		(12	)		(23	)
Pro forma adjustment to reflect retroactive adoption of SFAS 143		(9	)		(32	)
Pro forma net loss	$	(~~2,168~~297	)	$	(2,~~604~~901	)
Earnings (loss) per share:
Basic – as reported	$	(0.11	)	$	(0.13	)
Basic—as reported	$	(0.15	)	$	(1.47	)
Basic – pro forma	$	(0.11	)	$	(0.13	)
Basic—pro forma	$	(0.15	)	$	(1.47	)
Diluted – as reported	$	(0.11	)	$	(0.13	)
Diluted—as reported	$	(0.15	)	$	(1.47	)
Diluted – pro forma	$	(0.11	)	$	(0.13	)
Diluted—pro forma	$	(0.15	)	$	(1.47	)

MILLER EXPLORATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of the Company and its subsidiary after elimination of all intercompany accounts and transactions.

Nature of Operations

The Company is a domestic, independent energy company engaged in the exploration, development and production of crude oil and natural gas. The Company has established exploration efforts concentrated primarily in the Mississippi Salt Basin of central Mississippi.

Oil and Gas Properties

SEC Regulation S-X, Rule 4-10 requires companies reporting on a full cost basis to apply a ceiling test wherein the capitalized costs, net of deferred income taxes, within the full cost pool may not exceed the net present value of the Company’s proven oil and gas reserves plus the lower of the cost or market value of unproved properties. Any such excess costs should be charged against earnings.

Stock-Based Employee Compensation

The Company accounts for all stock options issued under the provisions and related interpretation of Accounting Principles Board Opinion (“APB”) No. 25, Accounting for Stock-Based Compensation. The Company intends to continue to apply APB No. 25 for purposes of determining net income.

Reclassifications

Certain reclassifications have been made to prior period statements to conform with the June 30, 2003 presentation.

Reverse Stock Split

On October 11, 2002, the Company affected a one-for-ten reverse stock split that has been retroactively reflected in the Company’s Consolidated Financial Statements.

Change in Business Plan and Merger Proposal

Beginning in mid 2002, the Company ~~changed~~ changed its business plan from a focus on exploration and development activities to pursuing opportunities involving strategic joint ventures, the sale of the Company, or the sale of its assets. For a variety of reasons, the Board of Directors ~~determined~~ determined that this shift in direction was in the best interest of the shareholders of the Company. This exhaustive effort has culminated in the execution of a merger agreement with Edge Petroleum Corporation (“Edge”) that was approved by ~~the~~ the Company’s Board of Directors on May 28, 2003 pursuant to which a wholly owned subsidiary of Edge will merge with and into Miller and Miller will become a subsidiary of Edge (the “Merger”). Due to the change in business plan and pending Merger, exploration and development activities have been curtailed; the Company’s exploration office in Jackson, Mississippi has been closed and employees located there terminated; and there have been increases in certain corporate overhead costs such as severance costs and office closure expenses and reductions achieved in certain other areas such as salaries and wages, employee benefits, rent and office equipment and supplies. The Company has also incurred ~~legal~~Merger ~~and~~related costs ~~other~~including ~~third~~but ~~party~~not ~~costs~~limited to ~~date totaling~~ approximately $~~200~~237,000 that have been capitalized. ~~pending~~In the ~~outcome~~event ofthe Merger is not approved, Edge will pay the company $345,000 plus Merger related out-of-pocket costs up to $500,000. The Company does not anticipate its out-of-pocket Merger expenses will exceed $500,000.

~~The~~8 Company’s Board of Directors approved a severance plan totaling $370,000 of which $60,000 was paid to employees in the Jackson, Mississippi office upon closing. If the Merger is approved, the balance of the severance obligation will be paid to employees within five days of closing. Additionally, Edge has agreed to retain certain employees for up to 90 days beyond the Merger closing date. These employees will be paid a retention bonus if they agree to remain employed as long as needed up to the 90 days. The total maximum retention payments that could be owed is approximately $248,000. Also, if the Merger is approved, the Company will pay approximately $127,000 to its investment bankers (C.K. Cooper & Company) as a success fee and anticipates incurring additional legal and other Merger related costs.

MILLER EXPLORATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company’s Board of Directors approved a severance plan totaling $370,000 of which $118,300 has currently been paid to employees that are no longer employed by the Company. If the Merger is approved, the balance of the severance obligation will be paid to employees within five days of closing. Additionally, Edge has agreed to retain certain employees for up to 90 days beyond the Merger closing date. These employees will be paid a retention bonus if they agree to remain employed as long as needed up to the 90 days. The total maximum retention payments that could be owed is approximately $228,000. Also, if the Merger is approved, the Company will pay approximately $127,000 to its investment bankers, (C.K. Cooper & Company) as a success fee and anticipates incurring additional legal and other Merger related costs.

(2)

Income Taxes

In 1998, upon consummation of the Company’s initial public offering, the Company recorded a one-time non-cash accounting charge of $5.4 million to record net deferred tax liabilities, due to the use of different methods for tax and financial reporting purposes in accounting for various transactions and the resultant temporary differences between tax basis and financial reporting basis.

Based on estimates of future anticipated taxable income and also taking into consideration the Company’s current net operating loss and depletion deduction carryforwards of approximately $50.2 million, it has been determined that there should be no accrual of future tax liability. Accordingly, the Company recorded a $5.5 million income tax credit in June 2002 to reverse the entire deferred income tax liability balance. The Company does not anticipate the need to record deferred income taxes in the foreseeable future.

(3)

Notes Payable and Long-Term Debt

Notes Payable

During the past few years the Company has financed various insurance policy premiums. The amounts financed each year are less than $200,000, and the notes are fully paid off by each calendar year end. Terms of these notes require monthly payments of principal and interest, and the notes bear interest at rates competitive with the Company’s credit facility. In May 2003, the Company paid the remaining balance of these notes in full.

MILLER EXPLORATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Bank Debt

On July 19, 2000, the Company entered into a senior credit facility with Bank One, Texas, N.A. (“Bank One”), which replaced the previous credit facility with Bank of Montreal, Houston Agency. The Bank One credit facility had a 30-month term with an interest rate of either the Bank One prime rate plus 2% or LIBOR plus 4% at the Company’s option. The Company’s financing needs have changed as a result of the change in its business plan and pending Merger. Therefore, the Company terminated the credit facility with Bank One on June 30, 2003.

Other

On April 14, 1999, the Company issued a $4.7 million note payable (the “Veritas Note”) to one of its suppliers, Veritas DGC Land, Inc. (“Veritas”), for the outstanding balance due to Veritas for past services provided in 1998 and 1999. The principal obligation under the Veritas Note was originally due on April 15, 2001.

On April 14, 1999, the Company also entered into an agreement (the “Warrant Agreement”) to issue warrants to Veritas that entitle Veritas to purchase shares of common stock in lieu of receiving cash payments for the accrued interest obligations under the Veritas Note. The Warrant Agreement required the Company to issue warrants to Veritas in conjunction with the signing of the Warrant Agreement, as well as on the six and, at the Company’s option, 12 and 18 month anniversaries of the Warrant Agreement. The warrants issued equal 9% of the then current outstanding principal balance of the Veritas Note. The number of shares issued upon exercise of the warrants on April 14, 1999, and on the six-month anniversary was determined based upon a five-day weighted average closing price of the Company’s Common Stock at April 14, 1999. The exercise price of each warrant is $0.10 per share. On April 14, 1999, warrants exercisable for 32,276 shares of common stock were issued to Veritas in connection with execution of the Veritas Note. On October 14, 1999 and April 14, 2000, warrants exercisable for another 32,276 and 45,500 shares, respectively, of Common Stock were issued to Veritas. The Company ratably recognized the prepaid interest into expense over the period to which it related.

On July 18, 2000, the Company entered into the First Amendment to Promissory Note, Warrant and Registration Rights Agreement (“First Amendment Agreement”). Under the terms of the First Amendment Agreement, the maturity of the Veritas Note was extended to July 21, 2003 from April 15, 2001 and the expiration date for all warrants issued was extended until June 21, 2004. The annual interest rate was reduced to 9¾% from 18%, provided the entire Note balance was paid in full by December 31, 2001. The Veritas Note was not paid in full by December 31, 2001, and the interest rate was increased to 13¾% annually. Interest is payable on each October 15 and April 15 until the note is paid in full. The Company has paid additional interest of approximately $225,000 at the incremental 4% rate for the period of October 15, 2000 through April 14, 2002. Interest was required to be paid in warrants under the terms of the First Amendment Agreement until the Company was in compliance with the net borrowing base formula as defined in the Bank One credit facility, at which time interest would only be paid in cash. Since October 15, 2000, all interest payments have been made in cash.

MILLER EXPLORATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~$900,000~~On ~~were~~April ~~required~~14, ~~and~~1999, ~~were~~the ~~payable~~Company onalso orentered ~~before~~into an agreement (the ~~last~~“Warrant ~~day~~Agreement”) ofto issue ~~each~~warrants ~~month~~to ~~commencing~~Veritas onthat ~~July~~entitled ~~31,~~Veritas ~~2002.~~to Inpurchase ~~the~~shares ~~event~~of ~~that~~common ~~all~~stock ~~six~~in ~~principal~~lieu ~~payments mentioned~~of ~~above~~receiving ~~were~~cash ~~made~~payments ~~timely,~~for anthe accrued interest ~~payment~~obligations ~~would~~under ~~not~~the beVeritas ~~due~~Note. onThe ~~October~~Warrant ~~15,~~Agreement ~~2002,~~required ~~and~~the ~~Veritas~~Company ~~agreed~~to issue warrants to Veritas ~~extinguish~~in ~~the~~conjunction ~~remaining~~with ~~principal~~the ~~balance~~signing of ~~$2.2~~the ~~million~~Warrant ~~and~~Agreement, ~~any~~as ~~accrued~~well ~~interest~~as ~~outstanding~~on ~~under~~ the ~~Veritas~~six ~~Note. As a result~~and, at the Company’s ~~would~~option, ~~recognize~~12 aand ~~gain~~18 month anniversaries of ~~approximately~~the ~~$2.4~~Warrant ~~million~~Agreement. InThe ~~the~~warrants ~~event~~issued ~~that~~equal ~~these~~9% ~~six~~of ~~principal~~the ~~payments~~then ~~were~~current ~~not~~outstanding ~~timely~~principal balance ~~made,~~of the ~~entire~~Veritas ~~principal~~Note. ~~balance~~The ~~outstanding~~number ~~under~~of ~~the~~shares ~~Veritas~~issued ~~Note~~upon ~~would~~exercise beof ~~accelerated~~the ~~and~~warrants ~~become~~on ~~due~~April 14, 1999, and ~~payable~~ ~~upon~~on ~~demand~~the ~~and~~six-month ~~shall~~anniversary ~~accrue~~was ~~interest~~determined atbased ~~the~~upon ~~past~~a ~~due~~five-day ~~rate~~weighted ~~from~~average ~~the~~closing ~~date~~price of the ~~Second~~Company’s ~~Amendment~~Common ~~Agreement~~Stock ~~until~~at April ~~the~~14, ~~Veritas~~1999. ~~Note~~The exercise price of each warrant is ~~paid~~$0.10 inper ~~full~~share. AtOn ~~December~~April 3114, ~~2002~~1999, ~~the~~warrants ~~Company~~exercisable ~~had~~for ~~made~~32,276 ~~all~~shares ~~required~~of ~~payments~~common ~~under~~stock were issued to Veritas in connection with execution of the ~~Second~~Veritas ~~Amendment Agreement~~Note. ~~Therefore~~On October 14, ~~the~~1999 ~~remaining~~and ~~principal~~April 14, ~~balance~~2000, ~~and~~warrants ~~related~~exercisable ~~accrued~~for ~~interest~~another ~~payable~~32,276 ~~obligations~~and ~~have~~45,500 ~~been~~shares, ~~extinguished~~respectively, ~~and~~of ~~the~~Common Stock were issued to Veritas. The Company ratably recognized athe ~~$2.4~~prepaid ~~million~~interest ~~gain~~into ~~for~~expense over the ~~year-ended~~period ~~December~~to ~~31,~~which ~~2002~~it related.

AsOn anJuly ~~inducement~~18, ~~for~~2000, ~~Veritas~~the toCompany ~~enter~~entered into the ~~Second~~First Amendment ~~Agreement:~~to Promissory ~~(1)~~Note, ~~the~~Warrant ~~Company~~and ~~granted~~Registration ~~Veritas~~Rights anAgreement ~~overriding~~(“First ~~royalty~~Amendment ~~interest~~Agreement”). onUnder the ~~Company’s~~terms ~~entire~~of ~~leasehold~~the ~~that~~First isAmendment ~~not~~Agreement, ~~held~~the bymaturity ~~production~~of ~~and~~the ~~leases~~Veritas ~~acquired~~Note ~~through~~was extended to July 3121, 2003 ~~(excluding~~from ~~leases~~April ~~within~~15, ~~the~~2001 ~~boundaries~~and of the ~~Blackfeet~~expiration ~~Indian~~date for ~~Reservation);~~all ~~(2)~~warrants ~~the~~issued ~~Company~~was ~~transferred~~extended ~~its~~until ~~proprietary~~June ~~rights~~21, in2004. ~~approximately~~The ~~140~~annual ~~square~~interest ~~miles~~rate ofwas ~~3-D~~reduced ~~seismic~~to ~~data~~9 ~~with~~¾% ~~respect~~from to18%, ~~certain~~provided ~~areas within~~ the ~~Mississippi~~entire ~~Salt~~Note ~~Basin~~balance towas ~~Veritas~~paid in ~~exchange~~full ~~for~~by aDecember ~~25-year~~31, ~~license~~2001. ~~allowing~~The ~~the~~Veritas ~~Company the~~Note ~~use~~was ofnot ~~same~~paid ~~data.~~in ~~The~~full ~~Company~~by ~~has~~December ~~also~~31, ~~agreed~~2001, and the interest rate was increased to an13 ~~optional~~¾% ~~transfer~~annually. ~~fee~~Interest was payable on ~~its~~each ~~currently~~October ~~licensed~~15 ~~data,~~and ~~which~~April in15 until the ~~aggregate~~note ~~totals~~was ~~approximately~~paid $1in full.6 ~~million~~The inCompany ~~the~~paid ~~event~~additional interest of aapproximately ~~change~~$225,000 inat ~~control~~the ofincremental ~~the~~4% ~~Company;~~rate ~~and~~for ~~(3)~~the ~~certain~~period ~~Company~~of ~~Directors~~October ~~who~~15, ~~own~~2000 orthrough ~~control~~April ~~shares~~14, of2002. ~~Common~~Interest ~~Stock~~was ofrequired ~~the~~to ~~Company~~be ~~and~~paid ~~are~~in ~~considered~~warrants ~~major~~under ~~stockholders~~the ~~agreed~~terms toof ~~provide~~the ~~certain~~First ~~tag-along~~Amendment ~~rights~~Agreement inuntil the ~~event~~Company ~~one~~was ofin ~~these~~compliance ~~major~~with ~~stockholders~~the ~~negotiates~~net aborrowing ~~sale~~base offormula ~~Company~~as ~~Common~~defined ~~Stock~~in ~~with~~the aBank ~~private~~One credit ~~party.~~facility, ~~The~~at ~~Second~~which ~~Amendment~~time ~~Agreement~~interest ~~also~~would ~~extended~~only ~~the~~be ~~expiration~~paid ~~date~~in ofcash. ~~the~~After ~~warrants~~October to15, ~~July 31~~2000, ~~2004~~all ~~from~~interest ~~June~~payments ~~21,~~were ~~2004~~made in cash.

On June 28, 2002, the Company entered into the Second Amendment to Promissory Note, Warrant and Registration Rights Agreement (“Second Amendment Agreement”). Concurrently with the execution of the Second Amendment Agreement, the Company made a $600,000 principal payment. Under terms of the Second Amendment Agreement, the Veritas Note was amended as follows: (1) the maturity of the Veritas Note was changed to December 31, 2002 from July 21, 2003; (2) the interest rate was changed to 9 ¾%; (3) the past due annual interest rate was changed to 12% from 13 ¾%; and (4) ~~Capital~~six ~~Transactions~~principal payments of $150,000, totaling $900,000 were required, and ~~Common~~were ~~Stock~~payable ~~Warrants~~on or before the last day of each month commencing on July 31, 2002. In the event that all six principal payments mentioned above were made timely, an interest payment would not be due on October 15, 2002, and Veritas agreed to extinguish the remaining principal balance of $2.2 million and any accrued interest outstanding under the Veritas Note. As a result, the Company would recognize a gain of approximately $2.4 million. In the event that these six principal payments were not timely made, the entire principal balance outstanding under the Veritas Note would be accelerated and become due and payable upon demand and would accrue interest at the past due rate from the date of the Second Amendment Agreement until the Veritas Note is paid in full. At December 31, 2002, the Company had made all required payments under the Second Amendment Agreement. Therefore, the remaining principal balance and related accrued interest payable obligations were extinguished, and the Company recognized a $2.4 million gain for the year-ended December 31, 2002.

OnAs ~~July~~an ~~11,~~inducement ~~2000,~~for ~~the~~Veritas ~~Company~~to ~~entered~~enter into ~~a Securities Purchase Agreement (~~the ~~“Securities~~Second ~~Purchase~~Amendment Agreement”): ~~with Guardian Energy Management Corp.~~ (~~“Guardian”~~1). ~~Pursuant to~~ the ~~Securities Purchase Agreement, the~~ Company ~~issued~~granted toVeritas ~~Guardian~~an aoverriding ~~convertible~~royalty ~~promissory~~interest ~~note~~on in the ~~amount of $5.0 million, and three warrants exercisable for 156,250, 250,000 and 900,000 shares of the~~ Company’s ~~Common~~entire ~~Stock,~~leasehold ~~respectively.~~that ~~The~~is ~~issuance~~not ofheld ~~the~~by ~~shares~~production ofand ~~Common~~leases ~~Stock~~acquired onthrough ~~the~~July ~~conversion~~31, of2003 ~~the~~(excluding ~~note~~leases ~~and~~within ~~exercise of~~ the ~~warrants~~boundaries ~~was~~of ~~approved by~~ the ~~Company’s~~Blackfeet ~~stockholders~~Indian atReservation); a(2) ~~meeting on December 7, 2000.~~

On July 11, 2000, the Company also signed a letter agreement to acquire an interest in certain undeveloped oil and gas properties and $0.5 million in cash from Eagle Investments, Inc. (“Eagle”) an affiliated entity controlled by C.E. Miller, the Chairman of the Company, in exchange for a total of 185,186 shares of common stock. In addition, Eagle was issued warrants exercisable for a total of 203,125 shares of Common Stock that expired on December 7, 2002 This transaction with Eagle was approved by the Company’s stockholders at meeting on December 7, 2000.

MILLER EXPLORATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

the Company transferred its proprietary rights in approximately 140 square miles of 3-D seismic data with respect to certain areas within the Mississippi Salt Basin to Veritas in exchange for a 25-year license allowing the Company the use of same data. The Company also agreed to an optional transfer fee on its currently licensed data, which in the aggregate totals approximately $1.6 million in the event of a change in control of the Company; and (3) certain Company Directors who own or control shares of Common Stock of the Company and are considered major stockholders agreed to provide certain tag-along rights in the event one of these major stockholders negotiates a sale of Company Common Stock with a private party. The Second Amendment Agreement also extended the expiration date of the warrants to July 31, 2004 from June 21, 2004. On October 7, 2003, Veritas exercised the remaining outstanding warrants in exchange for 59,304 shares of the Company’s Common Stock.

(4)

Capital Transactions and Common Stock Warrants

On July 11, 2000, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Guardian Energy Management Corp. (“Guardian”). Pursuant to the Securities Purchase Agreement, the Company issued to Guardian a convertible promissory note in the amount of $5.0 million, and three warrants exercisable for 156,250, 250,000 and 900,000 shares of the Company’s Common Stock, respectively. The issuance of the shares of Common Stock on the conversion of the note and exercise of the warrants was approved by the Company’s stockholders at a meeting on December 7, 2000. The warrants for 156,250 and 250,000 expired unexercised on December 7, 2001 and 2002, respectively.

On July 11, 2000, the Company also signed a letter agreement to acquire an interest in certain undeveloped oil and gas properties and $0.5 million in cash from Eagle Investments, Inc. (“Eagle”) an affiliated entity controlled by C.E. Miller, the Chairman of the Company, in exchange for a total of 185,186 shares of common stock. In addition, Eagle was issued warrants exercisable for a total of 203,125 shares of Common Stock that expired on December 7, 2002. This transaction with Eagle was approved by the Company’s stockholders at the meeting on December 7, 2000.

Common Stock Warrants

As of ~~June~~September 30, 2003, the Company has the following Common Stock warrants outstanding:

Warrants	~~Exercise Price~~ExercisePrice		Expiration Date	~~Expiration Date~~
60,050 shares	$	0.10		July 31, 2004
60,050 shares(1)	$	0.10	July 31, 2004
900,000 shares	$	30.00	December 7, 2004	~~December 7, 2004~~

⁽¹⁾	These warrants were exercised on October 7, 2003 in a “cashless exchange” which resulted in 59,304 shares of Company Common Stock being issued.

(5)

Risk Management Activities and Derivative Transactions

The Company uses a variety of financial derivative instruments (“derivatives”) to manage exposure to fluctuations in commodity prices. To qualify for hedge accounting, derivatives must meet the following criteria: (i) the item to be hedged exposes the Company to price risk; and (ii) the derivative reduces that exposure and is designated as a hedge. The Company periodically enters into certain derivatives for a portion of its oil and natural gas production to achieve a more predictable cash flow, as well as to reduce the exposure to price fluctuations. The Company’s hedging arrangements apply only to a portion of its production, provide only partial price protection against declines in oil and natural gas prices and limit potential gains from future increases in prices. Such hedging arrangements may expose the Company to risk of financial loss in certain circumstances, including instances where production is less than expected, the Company’s customers fail to purchase contracted quantities of oil or natural gas or a sudden unexpected event materially impacts oil or natural gas prices. For financial reporting purposes, gains and losses related to hedging are recognized as oil and gas revenues during the period the hedge transaction occurs. The Company expects that the amount of hedge contracts that it has in place will vary from time to time. For the six months ended June 30, 2003 and 2002, the Company realized approximately $(0.4) million and $(0.1) million, respectively, of hedging (losses) which are included in oil and natural gas revenues in the Consolidated Statements of Operations. The fair value of remaining derivative contracts at June 30, 2003, is approximately $(0.04) million. This amount is reflected in other current liabilities in the Consolidated Balance Sheet with a corresponding amount in comprehensive loss in the equity section of the Consolidated Balance Sheet. For the six months ended June 30, 2003 and 2002, the Company had hedged 24% and 58%, respectively, of its oil and natural gas production, and as of June 30, 2003, the Company had 46 Mmcfe of open natural gas contracts for the months of July 2003 through September 2003. If all these open contracts had been settled as of June 30, 2003, the Company would have paid approximately $0.04 million.

(6) Commitments and Contingencies

Stock-Based Compensation

During 1997, the Company adopted the Stock Option and Restricted Stock Plan of 1997 (the “1997 Plan”). The 1997 Plan has been primarily used to grant stock options. However, the 1997 Plan permits grants of restricted stock and tax benefit rights if determined to be desirable to advance the purposes of the 1997 Plan. These stock options, restricted stock and tax benefit rights are collectively referred to as “Incentive Awards.” Persons eligible to receive Incentive Awards under the 1997 Plan are directors, corporate officers and full-time employees of the Company and its subsidiary. A maximum of 240,000 shares of Common Stock (subject to certain antidilution adjustments) are available for Incentive Awards under the 1997 Plan.

MILLER EXPLORATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On price ~~January~~fluctuations. 1,The ~~2000~~Company’s hedging arrangements apply only to a portion of its production, provide only partial price protection against declines in oil and natural gas prices and limit potential gains from future increases in prices. Such hedging arrangements may expose the Company ~~granted~~to ~~19,150~~risk ~~stock~~of ~~options~~financial toloss in certain ~~employees~~circumstances, ~~with~~including aninstances ~~exercise~~where production is less than expected, ~~price~~the Company’s customers fail to purchase contracted quantities of ~~$0..10~~oil ~~per~~or ~~share~~natural gas or a sudden unexpected event materially impacts oil or natural gas prices. ~~The~~For ~~right~~financial reporting purposes, gains and losses related to ~~exercise~~hedging ~~the~~are ~~options~~recognized as ~~vests~~oil and gas revenues during the ~~options~~period ~~become~~the ~~exercisable~~hedge ~~only~~transaction ~~when~~occurs. ~~(i)~~The Company expects that the ~~Company~~amount ~~moves~~of ~~its~~hedge ~~headquarters~~contracts that it has in place will vary from ~~Traverse~~time ~~City~~to time. For the nine months ended September 30, ~~Michigan~~2003 and 2002, orthe Company realized approximately $(ii0.4) ~~the~~million ~~average~~and ~~trading~~$(0.2) ~~price~~million, respectively, of hedging (losses) which are included in oil and natural gas revenues in the ~~Common~~Consolidated ~~Stock~~Statements onof Operations. For the ~~market remains~~nine ~~above~~months ended September 30, 2003 and 2002, the Company ~~designated~~had ~~target~~hedged ~~prices~~20% ~~for~~and a60%, ~~period~~respectively, of ~~five~~its ~~consecutive~~oil ~~trading~~and ~~days~~natural asgas ~~follows:~~production. The Company had no oil and gas derivative contracts outstanding at September 30, 2003.

(6)

Commitments and Contingencies

Stock-Based Compensation

During 1997, the Company adopted the Stock Option and Restricted Stock Plan of 1997 (the “1997 Plan”). The 1997 Plan has been primarily used to grant stock options. However, the 1997 Plan permits grants of restricted stock and tax benefit rights if determined to be desirable to advance the purposes of the 1997 Plan. These stock options, restricted stock and tax benefit rights are collectively referred to as “Incentive Awards.” Persons eligible to receive Incentive Awards under the 1997 Plan are directors, corporate officers and full-time employees of the Company and its subsidiary. A maximum of 240,000 shares of Common Stock (subject to certain anti-dilution adjustments) are available for Incentive Awards under the 1997 Plan.

On January 1, 2000, the Company granted 19,150 stock options to certain employees with an exercise price of $0.10 per share. The right to exercise the options vests and the options become exercisable only when (i) the Company moves its headquarters from Traverse City, Michigan, or (ii) the average trading price of the Common Stock on the market remains above the designated target prices for a period of five consecutive trading days as follows:

Five-Day Daily Average Target		Percentage Vested
$20.00		40%
$27.50		additional 30%
$35.00		final 30%

When it is probable that the five-day stock price target will be attained or the headquarters will be moved (the “measurement date”), the Company is required to recognize compensation expense for the difference between the quoted market price of the Common Stock at this measurement date less the $0.10 per share grant price times the number of options that will vest. If the Merger is approved, it is estimated that 18,400 of the above options will vest upon closing of the Merger with Edge and moving the headquarters out of Traverse City, Michigan. Compensation expense would be recorded at that time to recognize the intrinsic value of these options using the then current stock trading price.

On October 31, 2000, the Company granted 25,000 stock options to employees with an exercise price of $16.25 per share (the closing market price on the date of grant). The right to exercise the options vests at a rate of one-fifth per year beginning on the first anniversary of the grant date.

MILLER EXPLORATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On April 6, 2001, the Company granted 19,000 stock options to the Chief Executive Officer of the Company. Of these options, 10,000 were issued under the same terms as those issued to certain employees on January 1, 2000, and the remaining 9,000 stock options were issued under the same terms as those issued to certain employees on October 31, 2000.

On November 12, 2001, the Company granted 33,700 stock options to employees with an exercise price of $12.50 per share. The right to exercise the options vests at a rate of one-fifth per year beginning on the first anniversary of the grant date.

SFAS 123, “Accounting for Stock-Based Compensation”, as amended by SFAS 148, “Accounting for Stock-Based Compensation – Transition and Disclosure”, outlines a fair value based method of accounting for stock options or similar equity instruments. The Company uses the Black-Scholes option – pricing model to estimate fair value.

12The status of stock options granted under the Stock Option and Restricted Stock Plan of 1997 is as follows:

	Options
	Number Of Shares		Average Grant Price
Outstanding at January 1, 2002	166,525		$	38.60

Granted	1,200		$	3.80
Exercised	0
Forfeited	(13,975	)	$	31.53

Outstanding at September 30, 2002	153,750		$	38.92

Granted	0
Exercised	0
Forfeited	(21,000	)	$	27.53

Outstanding at December 31, 2002	132,750		$	40.72

Granted	0
Exercised	0
Forfeited	(8,850	)	$	29.44

Outstanding at September 30, 2003	123,900		$	41.53

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure – an amendment of FASB Statement No., 123” to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. Additionally, the statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based compensation and the effect of the method used on reported results. Had compensation expense for stock-based

MILLER EXPLORATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~The~~ compensation ~~status~~been ofdetermined ~~stock~~based ~~options~~on ~~granted~~the ~~under~~fair value at the ~~Stock~~date ~~Option~~of grant, our net income and ~~Restricted~~earnings ~~Stock~~per ~~Plan~~share ofwould ~~1997~~have isbeen asreduced and the stock-based ~~follows~~compensation cost would have been increased to the pro forma amounts indicated below:

	Options
	For the NineMonths EndedSeptember 30,
	Number Of Shares			AverageGrant Price
	2003				2002
Outstanding at January 1, 2002	166,525			$	38.60
Net income (loss) as reported	$	104			$	(2,869	)
Granted	1,200			$	3.80
Add:
Exercised	0
Stock based employee compensation expense (benefit) included in reported net income, net of related income tax	$	—			$	—
Forfeited	(3,175	)		$	20.54
Deduct:
Outstanding at June 30, 2002	164,550			$	38.65
Total stock based employee compensation expense determined under fair value based method for all awards, net of related income tax.	$	(115	)		$	(446	)
Granted	0
Pro Forma net income (loss)	$	(11	)		$	(3,315	)
Exercised	0
Earnings (Loss) Per Share:
Forfeited	(31,800	)		$	29.99
Basic—As reported	$	0.05			$	(1.45	)
Outstanding at December 31, 2002	132,750			$	40.72
Basic—Pro Forma	$	—			$	(1.68	)
Granted	0
Diluted—As reported	$	0.05			$	(1.45	)
Exercised	0
Diluted—Pro Forma	$	—			$	(1.68	)
Forfeited	0
Outstanding at June 30, 2003	132,750			$	40.72

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of FASB Statement No. 123” to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. Additionally, the statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based compensation and the effect of the method used on reported results. Had compensation expense for stock-based compensation been determined based on the fair value at the date of grant, our net income and earnings per share would have been reduce and the stock-based compensation cost would have been increased to the pro forma amounts indicated below:

	For the
	Six Months Ended June 30,
	2003			2002
Net income (loss) as reported	$	441		$	(2,581	)
Add:
Stock based employee compensation expense (benefit) included in reported net income, net of related income tax	$	—		$	—
Deduct:
Total stock based employee compensation expense determined under fair value based method for all awards, net of related income tax	$	(81	)	$	(294	)
Pro Forma net income (loss)	$	360		$	(2,875	)
Earnings (Loss) Per Share:
Basic—As reported	$	0.22		$	(1.31	)
Basic—Pro Forma	$	0.18		$	(1.46	)
Diluted—As reported	$	0.21		$	(1.31	)
Diluted—Pro Forma	$	0.17		$	(1.46	)

The effects of applying SFAS No. 123 in this pro forma disclosure should not be interpreted as being indicative of future effects.

The fair value of each option grant is estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions used for estimating fair value:

	Six Months Ended June 30,
	Nine Months EndedSeptember 30,
Assumption	2003		2002
Dividend Yield	0	%	0	%
Risk-free interest rate	3.875	%	4.5	%
Expected Life	10 years		10 years
Expected volatility	37.9	%	38.1	%

13The following table summarizes certain information for the options outstanding at September 30, 2003:

	Options Outstanding				Options Exercisable
Range of Grant Prices	Shares	Weighted Average Remaining Life	Weighted Average Grant Price		Shares	Weighted Average Grant Price
$0.10 to $16.25	67,775	7.2 years	$	10.12	15,080	$	14.69
$21.88 to $77.50	2,600	5.0 years	$	52.16	2,280	$	54.39
$80.00 to $101.25	53,525	4.4 years	$	80.78	53,525	$	80.78

Total	123,900				70,885

MILLER EXPLORATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table summarizes certain information for the options outstanding at June 30, 2003:

	Options Outstanding			Options Exercisable
Range of Grant Prices	Shares	WeightedAverage Remaining Life	Weighted AverageGrant Price	Shares	Weighted AverageGrant Price
$0.10 to $16.25	74,425	7.5 years	$10.36	16,860	$14.73
$21.88 to $77.50	2,800	5.3 years	$53.97	2,480	$56.25
$80.00 to $101.25	55,525	4.6 years	$80.75	55,525	$80.75
Total	132,750			74,865

Litigation

On May 1, 2000, the Company filed a lawsuit in the Federal District Court for the District of Montana against K2 America Corporation and K2 Energy Corporation (collectively referred to in this section as “K2”). The Company’s lawsuit includes certain claims of relief and allegations by the Company against K2, including breach of contract arising from failure by K2 to agree to escrow, repudiation, and rescission; specific performance; declaratory relief; partition of K2 lands that are subject to the K2 Agreement; negligence; and tortuous interference with contract. The lawsuit is on file with the Federal District Court for the District of Montana, Great Falls Division and is not subject to a protective order. In an order dated September 4, 2001, the Federal District Court dismissed without prejudice the lawsuit against K2 and deferred the case to the Blackfeet Tribal Court for determination of whether it has jurisdiction over the claims made by the Company. The Company filed a complaint in the Blackfeet Tribal Court in Montana against K2 substantially similar to the action previously filed in Federal District Court, while arguing to the Blackfeet Tribal Court that proper jurisdiction is with the Federal District Court. K2 subsequently filed a counterclaim against the Company to the effect that alleged actions by the Company damaged K2 by denying K2 the ability to participate in the Miller/Blackfeet IMDA and damaged K2’s goodwill with Tribal officials so as to impede other development initiatives on the Reservation. The Company answered K2’s counterclaim by asserting that any damages K2 may have incurred were caused in whole or in part by its own negligence, conduct, bad faith or fault. The Blackfeet Tribal Business Council unanimously voted on May 1, 2002, to over-turn a previous Tribal Business Council decision which action reaffirms the Company’s 50% interest in the K2 Energy Exploration Agreement (K2/Blackfeet IMDA) covering 150,000 net Tribal mineral acres. On May 27, 2003, K2 and the Company entered into an agreement resolving all matters between themselves on the basis of: (a) dismissal with prejudice of the above mentioned pending Tribal Court lawsuit; (b) termination of the K2/Miller Exploration and Development Agreement dated June 17, 1998; and (c) mutually releasing all claims for all alleged acts or omissions of the other party prior to the date of this agreement.

On May 1, 2000, the Company gave notice to the Blackfeet Tribal Business Council demanding arbitration of all disputes as provided for under the Miller/Blackfeet IMDA dated February 19, 1999, and pursuant to the K2/Blackfeet IMDA dated May 30, 1997. The Bureau of Indian Affairs (“BIA”) responded to the Company’s request for arbitration by stating that it was the BIA’s position that the Miller/Blackfeet IMDA was terminated. The Company also filed an appeal brief with the United States Department of Interior Appeals Division. On January 25, 2002, the Interior Department Appeals Division vacated the BIA’s purported termination of the Miller/Blackfeet IMDA to allow arbitration to proceed.

14In order to avoid further delay and to avoid the uncertainty and costs of further pursuing the dispute (including arbitration and litigation), and to place the parties on a footing that enables them to pursue a productive business relationship, the Company and the Blackfeet Tribal Business Council entered into an Amended Exploration Agreement on June 3, 2002, covering 100,000 net Tribal mineral acres.

MILLER EXPLORATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In oil ~~order~~and togas ~~avoid~~operators ~~further~~in ~~delay~~the ~~and~~industry tousing ~~avoid~~ the ~~uncertainty~~Independent ~~and~~Association ~~costs~~ of ~~further~~Drilling ~~pursuing~~Contractors’ ~~the~~(“IADC”) standard drilling contracts. The ~~dispute~~Circuit ~~(including~~Court ~~arbitration~~of ~~and~~Appeals ~~litigation),~~interpreted ~~and~~the IADC contract to ~~place~~assign ~~the~~responsibility ~~parties~~for onloss aof ~~footing~~the ~~that~~drilling ~~enables~~contractor’s ~~them~~equipment to ~~pursue~~the operator under a ~~productivebusiness~~catastrophic ~~relationship,~~event not the ~~Company~~fault ~~and~~of the ~~Blackfeet~~operator ~~Tribal~~and ~~Business~~without ~~Council~~determining ~~entered~~whether ~~into~~there was an ~~Amended~~unsound ~~Exploration~~location. ~~Agreement on~~In ~~June~~September 3, 2002, ~~covering~~the ~~100~~judgment amount totaling approximately $780,000 ~~net~~was ~~Tribal~~paid ~~mineral~~by ~~acres~~the Company’s insurance carrier.

The Company was a defendant in a lawsuit filed June 1, 1999 by Energy Drilling Company (“Energy Drilling”), in the Parish of Catahoula, Louisiana arising from a blowout of the Victor P. Vegas #1 well that was drilled and operated by the Company. Energy Drilling, the drilling rig contractor on the well, was claiming damages related to the destruction of their drilling rig and related costs amounting to approximately $1.2 million, plus interest, attorneys’ fees and costs. In January 2001, the Federal District Court judge ruled against the Company on two of the three claims filed in this case with damages left undetermined. This ruling was appealed to the U.S. Fifth Circuit Court of Appeals with the lower court ruling being upheld. This ruling is significant for oil and gas operators in the industry using the Independent Association of Drilling Contractors’ (“IADC”) standard drilling contracts. The Circuit Court of Appeals interpreted the IADC contract to assign responsibility for loss of the drilling contractor’s equipment to the operator under a catastrophic event not the fault of the operator and without determining whether there was an unsound location. In September 2002, the judgment amount totaling approximately $780,000 was paid by the Company’s insurance carrier.

In August 2002, the District Court of Appeals ruled in favor of the Company on disputed interest and day-rate charges. Energy Drilling filed an appeal of the Court of Appeals’ decision. In February 2003, the District Court ruled in favor of Energy Drilling on disputed attorney fees totaling approximately $117,000. The Company filed an appeal of this ruling. In April 2003, the Fifth Circuit Court of Appeals reversed the District Court of Appeals findings regarding the interest charges owed by the Company. In June 2003, a final settlement was reached and the Company paid $73,000 of the total settlement of approximately $223,000 with the remaining balance being paid by the insurance carrier.

The Company was named in a lawsuit brought by Victor P. Vegas, the landowner of the surface location of a well drilled and operated by the ~~blowout~~Company ~~well~~which ~~referenced~~suffered ~~above~~a blowout. The suit was filed July 20, 1999 in the Parish of Orleans, Louisiana, claiming unspecified damages related to environmental and other matters. Under a Department of Environmental Quality (“DEQ”) approved plan, site remediation has been completed and periodic testing is being performed. On December 11, 2001, the plaintiff submitted a remediation plan for more extensive clean-up and a settlement demand. In February 2002, the Company filed a remediation plan with the Louisiana DEQ for approval. In July 2002, the Civil District Court ruled that the DEQ would not have primary jurisdiction and that a jury trial would be held.

On January 10, 2003, a confidential settlement agreement was signed, which released the Company from all liability from all present and future claims, subject to certain express reservations associated with this property. On March 27, 2003, the settlement amount was paid by the Company’s insurance carrier. The settlement agreement requires that the Company complete the clean-up of the property in accordance with a final Louisiana DNR Office of Conservation Compliance Order. The Company believes that all defense costs and final clean-up costs will be covered by its general liability and well control insurance.

(7)

Non-Cash Activities

The Company issued 54,877 and 24,350 shares of the Company’s Common Stock to its non-employee directors for the ~~six~~nine months ended ~~June~~September 30, 2003 and 2002, respectively, as compensation, as provided for under the Equity Compensation Plan for Non-Employee Directors. During the ~~six~~nine months ended ~~June~~September 30, 2003 and 2002, the Company issued 27,342 and 22,596 shares, respectively, of the Company’s Common Stock to the Company’s 401(K) Savings Plan as an employer matching contribution. Effective June 15, 2003, the Company terminated the 401(K) Savings Plan. The Company has filed all required Plan amendments and a request for formal approval from the Internal Revenue Service to terminate the Plan is pending. The Company adopted FAS 143 (as more fully described in Note 1) on January 1, 2003. In connection therewith, the Company recorded an asset retirement obligation of $517,000 as a current liability and also increased by the same amount the carrying value of specific oil and gas property costs in the Consolidated Balance Sheets. These non-cash activities have been excluded from the Consolidated Statements of Cash Flows.

1516

~~2002,~~MILLER ~~the~~EXPLORATION ~~Company~~COMPANY issued 22,711 and 7,918 shares, respectively, of the Company’s Common Stock to the Company’s 401(K) Savings Plan as an employer matching contribution. For the six months ended June 30, 2003 and 2002, the Company recognized $(0.04) million and $(0.1) million, respectively, of other comprehensive loss under the provisions of SFAS No. 133. The Company adopted FAS 143 (as more fully described in Note 1) on January 1, 2003. In connection therewith, the Company recorded an asset retirement obligation of $517,000 as a current liability and also increased by the same amount the carrying value of specific oil and gas property costs in the Consolidated Balance Sheets. These non-cash activities have been excluded from the Consolidated Statements of Cash Flows.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(8)

Sale of Oil and Gas Properties

~~One~~On June 6, 2003, the Company completed the sale of its interests in the proved and unproved Properties in the North Monroeville Field and Vanity Fair prospect areas located in Covington County, Alabama to Savannah Oil and Gas L.L.C. for a value of $2.5 million effective January 1, 2003. The book value of these properties represents less than 10% of the Company’s total assets. Under full cost accounting, the net sale proceeds are recorded as a reduction to the full cost pool and oil and gas property costs as reported in the Consolidated Balance Sheet at ~~June~~September 30, 2003. Oil and ~~Gas~~gas revenues and expenses associated with these ~~properties~~ properties were recorded through the closing date in the Company’s Consolidated Financial Statements ~~as of June 30, 2003 and~~ for the ~~three~~nine ~~and~~months ~~six~~ended ~~months~~September ~~then~~30, ~~ended~~2003.

1617

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The Company is an independent oil and gas exploration, development and production company that has developed a base of producing properties and inventory of prospects primarily in Mississippi.

Securities and Exchange Commission (“SEC”) Regulation S-X, Rule 4-10 requires companies reporting on a full cost basis to apply a ceiling test wherein the capitalized costs, net of deferred income taxes, within the full cost pool may not exceed the net present value of the Company’s proven oil and gas reserves plus the lower of the cost or market value of unproved properties. Any such excess costs should be charged against earnings.

Beginning in mid 2002, the Company changed its business plan from a focus on exploration and development activities to pursuing opportunities involving strategic joint ventures, the sale of the Company, or the sale of its assets. For a variety of reasons, the Board of Directors determined that this shift in direction was in the best interest of the shareholders of the Company. This exhaustive effort has culminated in the execution of a merger agreement with Edge Petroleum Corporation (“Edge”) that was approved by the Company’s Board of Directors on May 28, 2003 pursuant to which a wholly owned subsidiary of Edge will merge with and into Miller and Miller will become a subsidiary of Edge (the “Merger”). On October 31, 2003, Edge filed Amendment No. 3 to Form S-4. Included in the Form S-4 is notice of the special meeting of the Company’s and Edge’s shareholders scheduled for December 4, 2003 for the Company’s shareholders of record on October 6, 2003 to vote on the proposed Merger. The Company’s mode of operation in the first ~~six~~nine months of 2003, was substantially different than during the same period of the prior year. Throughout the following “Management’s ~~and~~ Discussion and Analysis of Financial ~~Conditions~~Condition and Results of ~~Operation~~Operations” section, there will be references to the Merger and its affect on the Company.

~~Results~~18 ~~of Operations~~

The following table summarizes production volumes, average sales prices and average costs for the Company’s oil and natural gas operations for the periods presented (in thousands, except per unit amounts):

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

	Three Months Ended June 30,					Six Months Ended June 30,
	2003		2002			2003		2002
Production volumes:
Crude oil and condensate (MBbls)		23		43			49		89
Natural gas (MMcf)		394		604			820		1,272
Natural gas equivalent (MMcfe)		532		862			1,114		1,806
Revenues:
Crude oil and condensate	$	597	$	931		$	1,388	$	1,782
Natural gas		2,153		1,963			4,982		3,798
Operating expenses:
Lease operating expenses and production taxes	$	494	$	488		$	1,058	$	929
Depletion, depreciation and amortization		1,512		2,422			3,148		4,514
General and administrative		736		504			1,287		1,164
Cost ceiling writedown		—		7,000					7,000
Interest expense	$	9	$	206		$	24	$	402
Net income (loss)	$	4	$	(2,156	)	$	441	$	(2,581	)
Average sales prices:
Crude oil and condensate ($ per Bbl)	$	25.96	$	21.65		$	28.33	$	20.02
Natural gas ($ per Mcf)		5.46		3.25			6.08		2.99
Natural gas equivalent ($ per Mcfe)		5.17		3.36			5.72		3.09
Average Costs ($ per Mcfe):
Lease operating expenses and production taxes	$	0.93	$	0.57		$	0.95	$	0.51
Depletion, depreciation and amortization		2.84		2.81			2.83		2.50
General and administrative		1.38		0.58			1.16		0.64

Results of Operations

~~Quarter~~The ~~Ended~~following ~~June 30~~table summarizes production volumes, ~~2003~~average ~~compared~~sales toprices ~~Quarter~~and ~~Ended~~average ~~June~~costs 30for the Company’s oil and natural gas operations for the periods presented (in thousands, ~~2002~~except per unit amounts):

Oil and natural gas revenues for the quarter ended June 30, 2003 decreased 5% to $2.8 million from $2.9 million for the comparable period in the prior year. The revenues for the quarter ended June 30, 2003 and 2002 include approximately $(0.1) million and $(0.2) million of hedging losses, respectively (see “Risk Management Activities and Derivative Transactions” below). Production volumes for the quarter ended June 30, 2003, decreased 38% to 532 MMcfe from 862 MMcfe for the comparable period in the prior year. As a result of the change in the business plan and the potential Merger, the Company has incurred minimal capital expenditures and has not pursued exploration and development activities in 2003. Due to this reduced drilling activity, oil and gas production continued a downward trend since no reserve discoveries have been made in 2003 to offset normal depletion. Revenues and production are also down due to the sale of the Company’s Alabama properties (as more fully discussed in Note 8). Average realized oil prices for the quarter ended June 30, 2003, increased 20% to $25.96 per barrel from $21.65 per barrel experienced during the comparable period of 2002. Realized natural gas prices for the quarter ended June 30, 2003, increased 68% to $5.46 per Mcf from $3.25 per Mcf for the comparable period of the prior year. The significant commodity price increases have substantially affected oil and gas revenues.

	Three Months Ended Sept.30,						Nine Months Ended Sept.30,
	2003			2002			2003		2002

Production volumes:
Crude oil and condensate (MBbls)		18			25			66		115
Natural gas (MMcf)		381			471			1,201		1,743
Natural gas equivalent (MMcfe)		489			621			1,597		2,433

Revenues:
Crude oil and condensate	$	482		$	548		$	1,870	$	2,330
Natural gas		1,982			1,501			6,965		5,299

Operating expenses:
Lease operating expenses and production taxes	$	430		$	425		$	1,487	$	1,353
Depletion, depreciation and amortization		1,367			1,415			4,515		5,929
General and administrative		396			389			1,684		1,554
Cost ceiling writedown		600			—			600		7,000

Interest expense	$	24		$	145		$	48	$	547

Net income (loss)	$	(337	)	$	(288	)	$	104	$	(2,869	)

Average sales prices:
Crude oil and condensate ($ per Bbl)	$	26.78		$	21.92		$	28.33	$	20.26
Natural gas ($ per Mcf)		5.20			3.19			5.80		3.04
Natural gas equivalent ($ per Mcfe)		5.04			3.30			5.53		3.14

Average Costs ($ per Mcfe):
Lease operating expenses and production taxes	$	0.88		$	0.68		$	0.93	$	0.56
Depletion, depreciation and amortization		2.80			2.28			2.83		2.44
General and administrative		0.81			0.63			1.05		0.64

18Quarter Ended September 30, 2003 compared to Quarter Ended September 30, 2002

Oil and natural gas revenues for the quarter ended September 30, 2003 increased 20% to $2.5 million from $2.1 million for the comparable period in the prior year. The revenues for the quarter ended September 30, 2002 include approximately $(0.1) million of hedging losses (see “Risk Management Activities and Derivative Transactions” below). Production volumes for the quarter ended September 30, 2003, decreased 21% to 489 MMcfe from 621 MMcfe for the comparable period in the prior year. As a result of the change in the business plan and the potential Merger, the Company has incurred minimal capital expenditures and has not pursued exploration and development activities in 2003. Due to this reduced drilling activity, oil and gas production continued a downward trend since no reserve discoveries have been made in 2003 to offset normal depletion. Production declines are also due to the sale of the Company’s Alabama properties (as more fully discussed in Note 8). Revenues increased as a result of much higher commodity prices during the quarter ended September 30, 2003 compared to the same quarter of the prior year. Average realized oil prices for the quarter ended September 30, 2003, increased 22% to $26.78 per barrel from $21.92 per barrel experienced during the comparable period of 2002. Realized natural gas prices for the quarter ended September 30, 2003, increased 63% to $5.20 per Mcf from $3.19 per Mcf for the comparable period of the prior year.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

Lease operating expenses (“LOE”) and production taxes for the quarter ended ~~June~~September 30, ~~2003~~ 2003 remained substantially unchanged at $0.54 million ~~for~~from the ~~quarters~~quarter ended ~~June~~September 30, ~~2003 and~~ 2002~~, respectively~~. The LOE component for the quarter ended ~~June~~September 30, 2003, decreased slightly from the comparable period in the prior year, due primarily to ~~rework~~ rework expenses incurred in 2002. Production taxes for the quarter ended ~~June~~September 30, 2003, increased by an offsetting amount ~~for the comparable period in the prior year~~ due to the exemption from the State of Mississippi production tax that applied to certain properties in 2002, but not in 2003.

Depreciation, depletion and amortization (“DD&A”) expense for the quarter ended ~~June~~September 30, 2003, ~~decreased~~remained ~~38%~~unchanged toat $1.~~5 million from $2.~~4 million, ~~for~~compared to the ~~comparable~~same period in the prior year~~, due to decreased production volumes and a reduced property cost basis after the $7~~.0 ~~million cost ceiling writedown recognized in June 2002.~~

General and administrative expenses (“G&A”) for the quarter ended ~~June~~September 30, 2003, ~~increased~~remained ~~46%~~unchanged toat $0.74 million ~~from~~compared ~~$0.5 million~~to ~~for~~ the same period of 2002. ~~The~~Cost ~~significant~~savings ~~increase~~realized isfrom ~~attributable primarily~~staff ~~to:~~reductions (1) an out of court settlement in the Energy Drilling Company case, whereby the Company agreed to pay approximately $73,000; (2) a non-cash charge of $99,000 for abandoned office furniture and improvements associated with the closing of the Company’s ~~Jackson~~Houston, ~~Mississippi~~Texas, office onin ~~June~~February ~~30,~~ 2003; and ~~(3)~~Jackson, ~~increased corporate taxes of approximately $84~~Mississippi,~~000~~ ~~due~~office toin ~~the~~June ~~affect~~2003 ~~the~~have ~~Company’s~~been ~~October 2002 reverse stock split had on the Delaware franchise tax. The above mentioned increases were partially~~ offset by aseverance ~~$83,000~~payments ~~decrease~~and ~~(net~~a significant ofreduction ~~$60,000~~ in ~~severance~~the ~~pay~~amount ~~associated with closure~~ of ~~the~~G ~~Company’s~~& ~~Jackson,~~A ~~Mississippi~~costs ~~office)~~that inwere ~~salaries~~capitalized ~~and~~into ~~wages due to~~ the Company’s ~~reduced~~full ~~workforce~~cost ~~for the quarter ended June 30, 2003 compared to the same period of 2002 and salary reductions taken by certain management personnel beginning July, 2002~~pool.

The Company ~~had~~has norecognized a $0.6 million cost ceiling writedown ~~for~~at ~~the~~September ~~quarter~~30, ~~ended~~2003. ~~June~~The writedown is primarily attributable to lower commodity prices at September 30, 2003, compared to aprevious $7quarters in 2003.0 ~~million~~The Company had no cost ceiling writedown for the ~~same~~quarter ~~period~~ended ofSeptember 30, 2002.

Interest expense for the quarter ended ~~June~~September 30, 2003 decreased 96 83% to $~~0.01~~24,000 ~~million~~ from $~~0.2~~145,000 ~~million~~ for the comparable period in the prior year. This decrease is primarily attributable to the extinguishment of the Veritas Note (as more fully discussed in Note 3) and the fact that the Company’s credit facility was paid off in March 2003. Interest expense for the ~~second~~third quarter of 2003 consists of ~~unused credit facility fees and nominal~~ interest paid onto ~~insurance~~royalty ~~premium~~owners ~~notes.~~on ~~The~~suspended ~~insurance~~oil ~~notes~~and ~~were~~gas ~~paid~~revenue ~~in full in May 2003~~distributions.

Net income (loss) for the ~~quarter~~quarters ended ~~June~~September 30, 2003 and, ~~was~~2002 ~~$4,000~~were ~~compared~~unchanged to at $(20.23) million ~~for the same period in the prior year~~, as a result of the factors described above.

~~Six~~Nine Months Ended ~~June~~September 30, 2003 compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2002

Oil and gas revenues for the ~~six~~nine months ended ~~June~~September 30, 2003, increased 14 16% to $68.48 million from $57.56 million for the comparable period in the prior year. The revenues for the ~~six~~nine months ended ~~June~~September 30, 2003 and 2002, include approximately $(0.4) million and $(1.0.2) million of hedging (losses), respectively (see “Risk Management Activities and Derivative Transactions” below). Production volumes for the ~~six~~nine months ended ~~June~~September 30, 2003, decreased 3834% to 1,~~114~~597 MMcfe from 12,~~806~~433 MMcfe for the comparable period in the prior year. The downward trend in production is attributable to the Company’s Mississippi Salt Basin properties which are continuing their natural depletion, the sale of the Company’s Alabama properties in June 2003 (as amore ~~result~~fully discussed in Note 8), the sale of the Pine ~~change~~Grove Field in ~~business~~August ~~plan~~2002 and ~~the~~as ~~potential~~a ~~Merger.~~result ~~Minimal~~of ~~drilling~~the ~~activity,~~change ~~for~~in ~~reasons~~business ~~previously~~plan, ~~mentioned~~minimal drilling activity, and the resultant lack of reserve additions. ~~accounts~~Revenues ~~for~~are ~~the~~up ~~declining~~in ~~production.~~2003 ~~Revenues~~due ~~and~~to ~~production~~significantly ~~are~~higher ~~also~~commodity ~~down~~prices, ~~due~~despite tothe effect the sale of the Company’s Alabama properties in June 2003 (as more fully discussed in Note 8) and the Pine Grove Field in August 2002 had on production and revenues. Average realized oil prices for the ~~six~~nine months ended ~~June~~September 30, 2003 increased 4140% to $28.33 per barrel from $20.0206 per barrel for the comparable period in the prior year. Realized prices for natural gas increased ~~103~~91% to $65.0880 per Mcf from $23.9904 per Mcf for the comparable period in the prior year.

1920

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

Lease operating expenses (“LOE”) and production taxes for the nine months ended September 30, 2003, increased 10% to $1.5 million from $1.4 million for the comparable period in the prior year. The ~~significant~~LOE ~~commodity~~component ~~price~~for ~~increases~~the ~~have~~nine ~~had~~months aended ~~material~~September ~~affect~~30, on2003 decreased 12% to $0.9 million from $1.1 million for the ~~Company’s~~comparable ~~oil~~period ~~and~~of ~~gas~~the prior ~~revenues~~year due to workover expenses and ~~cash~~LOE on the Pine Grove Field properties that were incurred in 2002, but not in 2003 due to the sale of these properties in 2002. Production taxes for the nine months ended September 30, 2003, increased 87% to ~~flow~~$0.6 million from $0.3 million for the same period in the prior year. This was due to increased revenues in 2003 and applicable exemption from the 6% State of Mississippi production tax that was in place during 2002 and not in 2003, due to higher average commodity prices.

~~Lease~~DD&A ~~operating~~expense ~~expenses (“LOE”) and production taxes~~ for the ~~six~~nine months ended ~~June~~September 30, 2003, ~~increased~~decreased 1424% to $14.15 million from $05.9 million for the comparable period inof the prior year~~. The LOE component for the six months ended June 30~~, 2003 and 2002, respectively, remained substantially unchanged at $0.7 million, despite workover expenses on the Minerals Management #2 and Allar #6 wells, and LOE on the Pine Grove Field properties that were incurred in 2002, but not in first half of 2003 due to ~~the~~decreased ~~sale~~production ofvolumes ~~these properties~~and inreduced ~~2002.~~property ~~Production~~cost ~~taxes~~basis ~~for~~after the ~~six months ended June 30, 2003, increased 100% to~~ $07.~~4 million from $~~0.2 million ~~for~~cost ~~the~~ceiling ~~same~~writedown ~~period~~recognized in ~~the prior year, due to increased revenues in 2003 and applicable exemption from the 6% State of~~ ~~Mississippi~~June ~~production tax that was in place during the first quarter of~~ 2002~~, compared to the first half of 2003 when the exemption did not apply due to higher average commodity prices during that time~~.

DDGeneral and administrative expenses (“G & A”) ~~expense~~ for the ~~six~~nine months ended ~~June~~September 30, 2003, ~~decreased~~increased 308% to $3.1.7 million from $41.56 million for the ~~comparable~~same period of the prior year. Although G & A expenses increased by approximately $0.1 million, there were several significant changes in the components thereof. G&A items that increased during the first nine months of 2003 compared to the same period of 2002 include: (1) other corporate taxes due to ~~decreased~~the ~~production~~effect ~~volumes~~the Company’s October 2002 reverse stock split had on the Delaware franchise tax; (2) expenses and ~~reduced~~losses ~~property~~associated with closure of the Company’s Houston, Texas, and Jackson, Mississippi, offices in 2003; and (3) a substantial decrease in the amount of G & A costs capitalized into the Company’s full cost ~~basis~~pool. ~~after~~These increases were partially offset by: (1) a decrease in wages and benefits of $498,000 for the first nine months of 2003 (net of additional severance pay of $~~7.0~~97,300) ~~million~~compared ~~cost~~to ~~ceiling~~the ~~writedown~~same ~~recognized~~period for 2002; (2) a reduction in legal and professional fees in 2003; and (3) a decrease in rent expense due to closure of the Company’s Houston, Texas, office in February 2003 and Jackson, Mississippi, office in June ~~2002~~2003.

~~General~~The ~~and~~Company ~~administrative~~recognized ~~expenses~~a ~~(“G & A”) for the six months ended June 30, 2003, increased 11% to~~ $~~1.3 million from $1.2 million for the same period of the prior year. Although G & A expenses increased by approximately $~~0.16 million, ~~there~~cost ~~were~~ceiling ~~several~~writedown ~~significant~~at ~~changes~~September ~~in the components~~30, ~~thereof. G&A items that increased during the first half of~~ 2003 compared to the same period of 2002 include: (1) other corporate taxes increased due to the effect the Company’s October 2002 reverse stock split had on the Delaware franchise tax; and (2) expenses and losses associated with closure of the Company’s Houston, ~~Texas,~~ and ~~Jackson, Mississippi, offices in 2003. These increases were partially offset by: (1)~~ a ~~decrease in wages and benefits of~~ $~~317,000~~7.0 ~~for~~million ~~the~~cost ~~first~~ceiling ~~half of~~writedown ~~2003~~at ~~(net~~June ~~of additional severance pay of $60~~30,~~000)~~ ~~compared to the same period for~~ 2002~~; (2) a reduction in legal and professional fees in 2003; and (3) a decrease in rent expense due to closure of the Company’s Houston~~, ~~Texas,~~as ~~office~~previously ~~in February 2003~~discussed.

NoInterest ~~cost~~expense ~~ceiling writedown was necessary~~ for the ~~six~~nine months ended ~~June~~September 30, 2003, ~~compared~~decreased 91% to a$48,000 from $7547,000 for the same period of the prior year.0 ~~million~~This ~~writedown~~decrease ~~recognized~~is byattributable to: (1) a decrease in the ~~Company~~average atoutstanding credit ~~June~~facility 30balance during the period from January 1, 2002 through March 31, 2003 at which time the Bank debt was paid off; (2) extinguishment of the Veritas Note (as ~~previously~~more fully discussed in Note 3); and (3) lower interest rates associated with the Bank One credit facility which were prime rate sensitive.

~~Interest~~Net ~~expense~~income (loss) for the ~~six~~nine months ended ~~June~~September 30, 2003, ~~decreased~~was ~~94% to~~ $0.021 million ~~from~~compared to $0(2.69) million for the same period of the prior year., ~~This decrease~~as ~~is attributable to: (1)~~ a ~~decrease~~result ~~in the average outstanding credit facility balance during the period from January 1 through March 31, 2003 at which time the Bank debt was paid off. (2) extinguishment~~ of the ~~Veritas~~factors ~~Note~~described ~~(as more fully discussed in Note 3); and (3) lower interest rates associated with the Bank One credit facility which are prime rate sensitive~~above.

Net income (loss) for the six months ended June 30, 2003, was $0.4 million compared to $(2.6) million for the same period of the prior year, as a result of the factors described above.

Capital Resources and Liquidity

Operating, Investing, and Financing Activities

The Company’s primary ongoing source of liquidity is cash generated from operations. There was $35.81 million cash provided by operating activities for the ~~six~~nine months ended ~~June~~September 30, 2003, compared to$0.9 million for the same period of the prior year. The increase in cash provided in 2003 compared to 2002 was the primary result of an increase in operating income caused by significantly higher commodity prices and less cash used to reduce current liabilities in 2003 compared to 2002.

2021

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

The Company’s primary use of cash has historically been for its exploration and development activities. Net cash provided from investing activities was $01.6 million and $1.4 million for the ~~same~~nine ~~period~~months ofended ~~the~~September ~~prior~~30, ~~year~~2003 and 2002, respectively. The increase in cash provided in 2003 compared to 2002 was attributable to the ~~primary~~planned reduction ~~result~~in of2003 anexploration ~~increase~~and development expenditures due to the Company’s change in ~~operating~~strategic focus for 2003, as previously discussed. Also, the Company received approximately $2.1 million in net cash proceeds from the sale of the Alabama ~~income~~properties ~~caused~~on byJune ~~significantly~~2003 ~~higher~~and ~~commodity~~$3.7 ~~prices~~million associated with the sale of the Pine Grove Field in August 2002.

The Company’s primary ~~use~~uses of ~~cash~~capital ~~has~~relate ~~historically~~to ~~been~~the ~~for~~Company’s ~~its~~bank ~~exploration~~credit ~~and development activities~~facility. Net cash ~~provided~~used ~~from~~in ~~investing~~financing activities was $10.78 million and ~~used in investing activities was~~ $(12.9)2 million ~~for~~in ~~the six months ended June 30,~~ 2003 and 2002, respectively., ~~The~~and ~~decrease~~is ~~in cash used in 2003 compared to 2002 was~~ attributable to ~~the~~net ~~planned~~principal ~~reduction~~payments inon ~~2003 exploration and development expenditures due to~~ the Company’s ~~change~~credit infacility ~~strategic~~which ~~focus~~was ~~for~~entirely ~~2003,~~paid ~~as previously~~off ~~discussed. Also, the Company received approximately $2.1 million~~ in ~~net~~March ~~cash~~2003 ~~proceeds~~and ~~from~~terminated ~~the sale of the Alabama properties~~ on June 630, 2003.

The Company’s primary sources (and uses) of capital relate to the Company’s bank credit facility. Net cash provided by (used in) financing activities was $(0.8) million and $1.1 million in 2003 and 2002, respectively. The increase in cash used in 2003 compared to 2002 is attributable to net principal payments on the Company’s credit facility which was entirely paid off in March 2003 and terminated on June 30, 2003.

Financing Arrangements

Notes Payable

Bank Debt

On July 19, 2000, the Company entered into a senior credit facility with Bank One, Texas, N.A. (“Bank One”), which replaced the previous credit facility with Bank of Montreal, Houston Agency. The Bank One credit facility had a 30-month term with an interest rate of either the Bank One prime rate plus 2% or LIBOR plus 4% at the Company’s option. The Company terminated the credit facility with Bank One on June 30, 2003.

Other

2122

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

~~exercisable~~On ~~for~~July ~~another~~18, 322000,~~276~~ the Company entered into the First Amendment to Promissory Note, Warrant and Registration 45Rights Agreement (“First Amendment Agreement”). Under the terms of the First Amendment Agreement,~~500~~ ~~shares~~the maturity of the Veritas Note was extended to July 21, ~~respectively~~2003 from April 15, of2001 ~~Common~~and ~~Stock~~the ~~were~~expiration date for all warrants issued was extended until June 21, 2004. The annual interest rate was reduced to 9 ¾% from 18%, provided the entire Note balance was paid in full by December 31, 2001. The Veritas Note was not paid in full by December 31, 2001, and the interest rate was increased to 13 ¾% annually. Interest is payable on each October 15 and April 15 until the note is paid in full. The Company ~~ratably~~paid ~~recognized~~additional interest of approximately $225,000 at the ~~prepaid~~incremental ~~interest into~~4% ~~expense~~rate ~~over~~for the period of October 15, 2000 through April 14, 2002. Interest was required to be paid in warrants under the terms of the First Amendment Agreement until the Company was in compliance with the net borrowing base formula as defined in the Bank One credit facility, at which time itinterest ~~related~~would only be paid in cash. After October 15, 2000, all interest payments were made in cash.

On ~~July~~June 1828, ~~2000~~ 2002, the Company entered into the ~~First~~Second Amendment to Promissory Note, Warrant and Registration Rights Agreement (“~~First~~Second Amendment Agreement”). ~~Under~~Concurrently with the ~~terms~~execution of the ~~First~~Second Amendment Agreement, the ~~maturity~~Company made a $600,000 principal payment. Under terms of the Second Amendment Agreement, the Veritas Note was ~~extended~~amended as follows: (1) The maturity of the Veritas Note was changed to ~~July~~December 2131, ~~2003~~2002 from ~~April~~July 1521, ~~2001~~2003; ~~and~~(2) the ~~expiration~~interest ~~date~~rate ~~for~~was ~~all~~changed ~~warrants~~to ~~issued~~9 ~~was~~¾%; ~~extended~~(3) ~~until~~the ~~June~~past ~~21,~~due ~~2004. The~~ annual interest rate was ~~reduced~~changed to 9¾12% from 1813 ¾%,; ~~provided~~and ~~the~~(4) ~~entire~~six ~~Note~~principal ~~balance~~payments ~~was~~of ~~paid~~$150,000, intotaling ~~full~~$900,000 were byrequired, ~~December~~and ~~31,~~were ~~2001. The~~payable ~~Veritas~~on ~~Note~~or ~~was~~before ~~not~~the ~~paid~~last inday ~~full~~of byeach ~~December~~month commencing on July 31, ~~2001,~~2002. ~~and~~In the ~~interest~~event ~~rate~~that ~~was~~all ~~increased~~six toprincipal ~~13¾%~~payments ~~annually.~~mentioned ~~Interest~~above iswere ~~payable~~made ontimely, ~~each~~an interest payment would not be due on October 15, 2002, and ~~April~~Veritas agreed 15to ~~until~~extinguish the ~~note~~remaining isprincipal ~~paid~~balance inof ~~full~~$2.2 ~~The~~million and any accrued interest outstanding under the Veritas Note. As a result, the Company ~~has~~would ~~paid~~recognize ~~additional~~a ~~interest~~gain of approximately $~~225,000~~2.4 atmillion. In the ~~incremental~~event 4%that ~~rate~~these ~~for~~six ~~the~~principal payments ~~period~~were ofnot ~~October~~timely 15made, ~~2000~~the ~~through~~entire ~~April~~principal ~~14,~~balance ~~2002.~~outstanding ~~Interest~~under ~~was~~the ~~required~~Veritas toNote would be ~~paid~~accelerated inand ~~warrants~~become ~~under~~due and payable upon demand and would accrue interest at the ~~terms~~past due rate from the date of the ~~First~~Second Amendment Agreement until the ~~Company~~Veritas ~~was~~Note is paid in ~~compliance~~full. ~~with~~At December 31, 2002, the ~~net~~ ~~borrowing~~Company ~~base~~had ~~formula~~made asall ~~defined~~required inpayments under the ~~Bank~~Second ~~One~~Amendment ~~credit~~Agreement. ~~facility~~Therefore, atthe ~~which~~remaining ~~time~~principal ~~interest~~balance ~~would~~and ~~only~~related beaccrued ~~paid~~interest inpayable ~~cash.~~obligations ~~Since~~were extinguished, ~~October~~and ~~15,~~the ~~2000,~~Company ~~all~~recognized ~~interest~~a ~~payments~~$2.4 ~~have~~million ~~been~~gain ~~made~~for inthe ~~cash~~year-ended December 31, 2002.

OnAs ~~June~~an ~~28,~~inducement ~~2002,~~for ~~the~~Veritas ~~Company~~to ~~entered~~enter into the Second Amendment ~~to Promissory Note, Warrant and Registration Rights~~ Agreement: (~~“Second Amendment Agreement”~~1). ~~Concurrently~~the ~~with~~Company ~~the~~granted ~~execution~~Veritas ofan ~~the~~overriding ~~Second~~royalty ~~Amendment~~interest ~~Agreement,~~on the Company’s ~~made~~entire aleasehold ~~$600,000~~that ~~principal~~is ~~payment.~~not ~~Under~~held ~~terms~~by ofproduction ~~the~~and ~~Second~~leases ~~Amendment Agreement,~~acquired ~~the~~through ~~Veritas~~July ~~Note~~31, ~~was~~2003 ~~amended~~(excluding asleases ~~follows:~~within ~~(1)~~the ~~The~~boundaries ~~maturity~~ of the ~~Veritas~~Blackfeet ~~Note~~Indian ~~was changed to December 31, 2002 from July 21, 2003~~Reservation); (2) the ~~interest~~Company ~~rate~~transferred ~~was~~its ~~changed~~proprietary torights ~~9¾%;~~in approximately ~~(3)~~140 ~~the~~square ~~past~~miles ~~due~~of ~~annual~~3-D ~~interest~~seismic ~~rate~~data ~~was~~with ~~changed~~respect to ~~12% from~~certain ~~13¾%;~~areas ~~and~~within ~~(4)~~the ~~six~~Mississippi ~~principal~~Salt ~~payments~~Basin ofto ~~$150,000,~~Veritas ~~totaling~~in ~~$900,000~~exchange ~~were~~for ~~required,~~a ~~and~~25-year ~~were~~license ~~payable~~allowing onthe orCompany ~~before~~ the ~~last~~use ~~day~~ of ~~each~~same ~~month commencing on July 31, 2002~~data. InThe ~~the~~Company ~~event~~also ~~that~~agreed ~~all~~to ~~six~~an ~~principal payments mentioned above were made~~optional ~~timely,~~transfer anfee ~~interest~~on ~~payment~~its ~~would~~currently ~~not~~licensed ~~be due on October 15~~data, ~~2002,~~which ~~and~~in ~~Veritas agreed to extinguish~~ the ~~remaining~~aggregate ~~principal~~totals ~~balance~~approximately of $21.26 million ~~and~~in ~~any~~the ~~accrued~~event ~~interest~~of ~~outstanding~~a ~~under~~change ~~the~~in ~~Veritas~~control ~~Note.~~of Asthe aCompany; ~~result,~~and ~~the~~(3) certain Company ~~would~~Directors ~~recognize a~~who ~~gain~~own ofor ~~approximately~~control ~~$2.4~~shares ~~million.~~of InCommon ~~the~~Stock ~~event~~of ~~that~~the ~~these~~Company ~~six~~and are ~~principal~~considered ~~payments~~major ~~were~~stockholders ~~not~~agreed ~~timely~~to ~~made,~~provide ~~the~~certain ~~entire~~tag-along ~~principal~~rights ~~balance~~in ~~outstanding~~the ~~under~~event ~~the~~one ~~Veritas~~of ~~Note~~these ~~would~~major bestockholders ~~accelerated~~negotiates ~~and~~a ~~become~~sale ~~due~~of ~~and~~Company ~~payable~~Common ~~upon~~Stock ~~demand~~with ~~and~~a ~~shall~~private ~~accrue interest~~party. atThe ~~the~~Second ~~past~~Amendment ~~due~~Agreement ~~rate~~also ~~from~~extended the expiration date of the ~~Second~~warrants ~~Amendment~~to ~~Agreement~~July ~~until~~31, ~~the~~2004 ~~Veritas~~from ~~Note~~June is21, ~~paid in full~~2004. AtOn ~~December~~October 317, 2002, ~~the~~Veritas ~~Company~~exchanged ~~had made all required payments under~~ the ~~Second Amendment Agreement. Therefore, the~~ remaining ~~principal~~ ~~balance~~outstanding ~~and~~warrants ~~related~~in ~~accrued~~exchange ~~interest~~for ~~payable obligations have been extinguished~~59,304 ~~and~~shares ~~the~~of Company ~~recognized~~Common ~~a $2~~Stock.4 ~~million gain for the year-ended December 31, 2002.~~

As23 an inducement for Veritas to enter into the Second Amendment Agreement: (1) the Company granted Veritas an overriding royalty interest on the Company’s entire leasehold that is not held by production and leases acquired through July 31, 2003 (excluding leases within the boundaries of the Blackfeet Indian Reservation); (2) the Company transferred its proprietary rights in approximately 140 square miles of 3-D seismic data with respect to certain areas within the Mississippi Salt Basin to Veritas in exchange for a 25-year license allowing the Company the use of same data. The Company has also agreed to an optional transfer fee on its currently licensed data, which in the aggregate totals approximately $1.6 million in the event of a change in control of the Company; and (3) certain Company Directors who own or control shares of Common Stock of the Company and are considered major stockholders agreed to provide certain tag-along rights in the event one of these major stockholders negotiates a sale of Company Common Stock with a private party. The Second Amendment Agreement also extended the expiration date of the warrants to July 31, 2004 from June 21, 2004.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

Liquidity

As of ~~June~~September 30, 2003, the Company had working capital of $35.72 million, primarily due to increased cash flow attributable to to higher commodity prices, the effect of minimal exploration and development expenditures and approximately $2.1 million in proceeds from the sale of oil and gas properties located in Alabama (as more fully described in Note 8). The Company paid off its credit facility in March 2003 and terminated the loan agreement on June 30, 2003. The Company expects that it will utilize its operational cash flows for 2003 to meet its working capital requirements and fund any necessary capital expenditures.

The Company has curtailed its oil and gas exploration activities and its capital expenditures in 2003 until the outcome of the pending Merger is determined. Actual capital expenditures for the ~~six~~nine months ended ~~June~~September 30, 2003, were approximately $0.46 million.

The Company’s revenues, profitability, future growth and ability to borrow funds or obtain additional capital are highly dependent on prevailing prices of oil and natural gas. The Company cannot predict future oil and natural gas price movements with certainty. Although commodity prices in 2003 have rebounded, a return to significantly lower oil and gas prices experienced by the Company in the first half of 2002, would likely have an adverse effect on the Company’s liquidity, financial condition and results of operations. Lower oil and natural gas prices also may reduce the amount of reserves that can be produced economically by the Company.

Although the Company has experienced substantial working capital requirements in the past, the Company anticipates that with continued high commodity prices and limited capital expenditures, the Company’s working capital surplus will increase until the Company’s present business plan changes.

Future Financing Obligations

The Company terminated its credit facility on June 30, 2003. The Company has working capital of $35.72 million and a cash balance of $45.759 million at ~~June~~ September 30, 2003. The Company believes that the cash balance and future cash flow from operations will be sufficient to meet exploration, development and corporate overhead expenditures until the outcome of the pending Merger is determined or, in the event the Merger is not approved, until an alternative business plan is adopted.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet financing arrangements, except for the operating lease obligations presented below.

~~Contractual~~24 ~~Obligations and Commercial Commitments~~

Summarized below are the contractual obligations and other commercial commitments of the Company as of June 30, 2003.

	Payments Due by Period (in thousands)
Contractual Obligations	Total		2003		2004		2005		2006		2007 andBeyond
									Beyond
Long-Term Debt	$	—	$	—	$	—	$	—	$	—	$	—
Operating Leases		68		68		—		—		—		—
Total Contractual Cash Obligations	$	68	$	68	$		$	—	$	—	$	—

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

	Commitment Expiration by Period (in thousands)
	Total		2003		2004		2005		2006		2007 andBeyond
Commercial Commitments
Bank One Credit Facility*	$	—	$	—	$	—	$	—	$	—	$	—

Contractual Obligations and Commercial Commitments

Summarized below are the contractual obligations and other commercial commitments of the Company as of September 30, 2003.

	Payments Due by Period (in thousands)
	Total		2003		2004		2005		2006		2007 and Beyond
Contractual Obligations
Long-Term Debt	$	—	$	—	$	—	$	—	$	—	$	—
Operating Leases		34		34		—		—		—		—

Total Contractual Cash Obligations	$	34	$	34	$		$	—	$	—	$	—

Commitment Expiration by Period (in thousands)

Total

2003

2004

2005

2006

2007
and
Beyond

Commercial Commitments

Bank One Credit Facility*

—

*	As of June 30, 2003, the credit facility was terminated.

Critical Accounting Policies

The results of operations, as presented above, are based on the application of accounting principles generally accepted in the United States. The application of these principles often requires management to make certain judgments, assumptions, and estimates that may result in different financial presentations. The Company believes that certain accounting principles are critical in understanding its financial statements.

Full Cost Method of Accounting

The Company uses the full cost method of accounting for its oil and natural gas properties. Under this method, all acquisition, exploration and development costs, including any general and administrative costs that are directly attributable to the Company’s acquisition, exploration and development activities, are capitalized in a “full cost pool” as incurred. The Company records depletion of its full cost pool using the unit-of-production method. SEC Regulation S-X, Rule 4-10 requires companies reporting on a full cost basis to apply a ceiling test wherein the capitalized costs within the full cost pool, net of deferred income taxes, may not exceed the net present value of the Company’s proved oil and gas reserves plus the lower of cost or market of unproved properties. Any such excess costs should be charged against earnings.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting periods. Accordingly, actual results could differ from these estimates. Significant estimates include depreciation, depletion and amortization of proved oil and natural gas properties. Oil and natural gas reserve estimates, which are the basis for unit-of-production depletion and the cost ceiling test, are inherently imprecise and are expected to change as future information becomes available.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

New Accounting Standards

In addition to the identified critical accounting policies discussed above, future results could be affected by a number of new accounting standards that recently have been issued.

SFAS No. 141, Business Combinations

SFAS No. 141, issued in July 2001, requires that all business combinations initiated after June 30, 2001, be accounted for under the purchase method and the use of the pooling-of-interests method is no longer permitted. The adoption of SFAS No. 141, effective July 1, 2001, will result in the Company accounting for any future business combinations under the purchase method of accounting, but will not change the method of accounting used in previous business combinations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

SFAS No. 142, Goodwill and Other Intangible Assets

SFAS No. 142 was issued by the Financial Accounting Standards Board (FASB) in June 2001 and became effective for the Company on January 1, 2002. The FASB, the Securities and Exchange Commission (SEC) and others are engaged in deliberations on the issue of whether SFAS 142 requires interests held under oil, gas and mineral leases or other contractual arrangements to be classified as intangible assets. If such interests were deemed to be intangible assets, mineral interest use rights for both undeveloped and developed leaseholds would be classified separate from oil and gas properties as intangible assets on the Company’s balance sheets only, but these costs would continue to be aggregated with other costs of the Company’s oil and gas properties in the notes to the Company’s financial statements in accordance with Statement of Financial Accounting Standards No.69, Disclosures about Oil and Gas Producing Activities (FAS 69). Additional disclosures required by SFAS 142 would be included in the notes to financial statements. Historically, and to the Company’s knowledge, the Company and all other oil and gas companies have continued to include these oil and gas leasehold interests as part of oil and gas properties after SFAS 142 became effective. The Company believes that few oil and natural gas companies have adopted this interpretation or changed their balance sheet presentation for oil and gas leasehold since the implementation of SFAS 142.

As applied to companies like the Company that have adopted full cost accounting for oil and gas activities, the Company understands that this interpretation of SFAS 142 would only affect its balance sheet classification of proved oil and gas leaseholds acquired after June 30, 2001, and its unproved oil and gas leaseholds. The Company’s results of operations would not be affected, since these leasehold costs would continue to be amortized in accordance with full cost accounting rules. The Company currently makes the disclosures required by FAS 69.

The Company will continue to classify its oil and gas leaseholds as tangible oil and gas properties until further guidance is provided. Although most of the Company’s oil and gas properties are held under oil and gas leases, it does not expect that this interpretation, if adopted, would have a material impact on the Company’s financial condition or results of operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

SFAS No. 143, Accounting for Asset Retirement Obligations

SFAS No. 143, issued in August 2001, was adopted by the Company on January 1, 2003. The standard requires entities to record the fair value of a liability for an asset retirement obligation in the period in which the obligation is incurred. When the liability is initially recorded, the entity capitalizes a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement.

SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets

SFAS No. 144, issued in October 2001, supersedes SFAS No. 121. The accounting model for long-lived assets to be disposed of by sale applies to all long-lived assets, including discontinued operations, and replaces the provisions of APB Opinion No. 30 for the disposal of segments of a business. SFAS No. 144 requires that those long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations. SFAS No. 144 has been adopted effective January 1, 2002; however, the Company has not been impacted from this adoption since it follows the full cost method of accounting which requires long-lived oil and gas property costs to be tested for impairment based on its full cost ceiling (refer to previously referenced Critical Accounting Policies).

SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

Effects of Inflation and Changes in Price

Crude oil and natural gas commodity prices have been volatile and unpredictable during 2003 and 2002. The wide fluctuations that have occurred during these periods have had a significant impact on the Company’s results of operations, cash flow and liquidity. Recent rates of inflation have had a minimal effect on the Company.

Environmental and Other Regulatory Matters

The Company’s business is subject to certain federal, state and local laws and regulations relating to the exploration for, and the development, production and transportation of, oil and natural gas, as well as environmental and safety matters. Many of these laws and regulations have become more stringent in recent years, often imposing greater liability on a larger number of potentially responsible parties. Although the Company believes it is in substantial compliance with all applicable laws and regulations, the requirements imposed by laws and regulations frequently are changed and subject to interpretation, and the Company is unable to predict the ultimate cost of compliance with these requirements or their effect on its operations. Any suspensions, terminations or inability to meet applicable bonding requirements could materially adversely affect the Company’s business, financial condition and results of operations. Although significant expenditures may be required to comply with governmental laws and regulations applicable to the Company, compliance has not had a ~~material adverse effect on the earnings or competitive position of the Company. Future regulations may add to the cost of, or significantly limit, drilling activity.~~

~~Item~~27 ~~3. Quantitative and Qualitative Disclosures About Market Risk~~

The Company uses a variety of financial derivative instruments (“derivatives”) to manage exposure to fluctuations in commodity prices. To qualify for hedge accounting, derivatives must meet the following criteria: (i) the item to be hedged exposes the Company to price risk; and (ii) the derivative reduces that exposure and is designated as a hedge. The Company periodically enters into certain derivatives for a portion of its oil and natural gas production to achieve a more predictable cash flow, as well as to reduce the exposure to price fluctuations. The Company’s hedging arrangements apply only to a portion of its production, provide only partial price protection against declines in oil and natural gas prices and limit potential gains from future increases in prices. Such hedging arrangements may expose the Company to risk of financial loss in certain circumstances, including instances where production is less than expected, the Company’s customers fail to purchase contracted quantities of oil or natural gas or a sudden unexpected event materially impacts oil or natural gas prices. For financial reporting purposes, gains and losses related to hedging are recognized as oil and gas revenues during the period the hedge transaction occurs. The Company expects that the amount of hedge contracts that it has in place will vary from time to time. For the six months ended June 30, 2003 and 2002, the Company realized approximately $(0.4) million and $(0.1) million, respectively, of hedging (losses) which are included in oil and natural gas revenues in the consolidated statements of operations. The fair value of remaining derivative contracts at June 30, 2003, is approximately $(0.04) million. This amount is reflected in other current liabilities in the Consolidated Balance Sheet with a corresponding amount in comprehensive loss in the equity section of the Consolidated Balance Sheet. For the six months ended June 30, 2003 and 2002, the Company had hedged 24% and 58%, respectively, of its oil and natural gas production, and as of June 30, 2003, the Company had 46

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

~~Mmcfe~~material ofadverse ~~open~~effect ~~natural~~on ~~gas~~the ~~contracts~~earnings ~~for~~or ~~the~~competitive ~~months~~position of ~~July~~the ~~2003 through September 2003~~Company. IfFuture ~~all~~regulations ~~these~~may ~~open~~add ~~contracts~~to ~~had~~the ~~been~~cost ~~settled as~~ of, ~~June~~or ~~30,~~significantly ~~2003~~limit, ~~the~~drilling ~~Company would have paid approximately $0~~activity.04 ~~million.~~

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

The Company uses a variety of financial derivative instruments (“derivatives”) to manage exposure to fluctuations in commodity prices. To qualify for hedge accounting, derivatives must meet the following criteria: (i) the item to be hedged exposes the Company to price risk; and (ii) the derivative reduces that exposure and is designated as a hedge. The Company periodically enters into certain derivatives for a portion of its oil and natural gas production to achieve a more predictable cash flow, as well as to reduce the exposure to price fluctuations. The Company’s hedging arrangements apply only to a portion of its production, provide only partial price protection against declines in oil and natural gas prices and limit potential gains from future increases in prices. Such hedging arrangements may expose the Company to risk of financial loss in certain circumstances, including instances where production is less than expected, the Company’s customers fail to purchase contracted quantities of oil or natural gas or a sudden unexpected event materially impacts oil or natural gas prices. For financial reporting purposes, gains and losses related to hedging are recognized as oil and gas revenues during the period the hedge transaction occurs. The Company expects that the amount of hedge contracts that it has in place will vary from time to time. For the nine months ended September 30, 2003 and 2002, the Company realized approximately $(0.4) million and $(0.2) million, respectively, of hedging (losses) which are included in oil and natural gas revenues in the consolidated statements of operations. For the nine months ended September 30, 2003 and 2002, the Company had hedged 20% and 60%, respectively, of its oil and natural gas production. The Company had no oil and gas derivative contracts outstanding at September 30, 2003.

Market Risk Information

The market risk inherent in the Company’s derivatives is the potential loss arising from adverse changes in commodity prices. The prices of natural gas are subject to fluctuations resulting from changes in supply and demand. To reduce the price risk caused by market fluctuations, the Company’s policy is to hedge (through the use of derivatives) future production. Because commodities covered by these derivatives are substantially the same commodities that the Company sells in the physical market, no special correlation studies other than monitoring the degree of convergence between the derivative and cash markets are deemed necessary. The changes in market value of these derivatives have a high correlation to the price changes of natural gas.

Item 4.

Controls and Procedures

Based on their evaluation as of the end of the period covered by this quarterly report on Form 10-Q, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective in timely providing them with material information required to be disclosed by the Company in its filings under the Exchange Act. There have been no significant changes in the Company’s internal controls or in other factors that have materially affected, or are reasonably likely to materially affect, its internal controls during its most recent fiscal quarter, including any corrective actions with regard to significant deficiencies and material weaknesses.

2728

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

OnThe ~~May 1,~~Company ~~2000,~~was ~~the~~named ~~Company~~in ~~filed~~ a lawsuit inbrought ~~the~~by ~~Federal~~Victor ~~District~~P. ~~Court~~Vegas, ~~for~~ the ~~District~~landowner of ~~Montana~~the ~~against~~surface K2location ~~America~~of ~~Corporation~~a ~~and~~well K2drilled ~~Energy~~and ~~Corporation~~operated ~~(collectively~~by ~~referred~~the toCompany inwhich suffered ~~this~~a ~~section as “K2”)~~blowout. The ~~Company’s~~suit ~~lawsuit~~was ~~includes certain~~filed ~~claims~~July of20, ~~relief~~1999 ~~and~~in ~~allegations by~~ the ~~Company~~Parish ~~against K2, including breach~~ of ~~contract arising from failure by K2 to agree to escrow~~Orleans, ~~repudiation~~Louisiana, ~~and~~claiming ~~rescission;~~unspecified ~~specific~~damages ~~performance;~~related ~~declaratory relief; partition of K2 lands that are subject~~ to ~~the~~environmental ~~K2 Agreement; negligence;~~ and ~~tortuous~~other ~~interference with contract~~matters. ~~The~~Under ~~lawsuit~~a isDepartment onof ~~file~~Environmental ~~with~~Quality ~~the~~(“DEQ”) ~~Federal~~approved ~~District~~plan, ~~Court~~site remediation ~~for~~has ~~the~~been ~~District~~completed ofand ~~Montana,~~periodic ~~Great~~testing ~~Falls Division and~~ is ~~not~~being ~~subject to a protective order~~performed. InOn anDecember ~~order dated September 4~~11, 2001, the ~~Federal~~plaintiff ~~District~~submitted ~~Court~~a ~~dismissed~~remediation ~~without~~plan ~~prejudice~~for ~~the~~more ~~lawsuit~~extensive ~~against~~clean-up K2 and ~~deferred~~a ~~the~~settlement ~~case to the Blackfeet Tribal Court for determination of whether it has jurisdiction over the claims made by the Company~~demand. ~~The~~In ~~Company has~~February ~~filed a complaint in the Blackfeet Tribal Court in Montana against K2 substantially similar to the action previously filed in Federal District Court~~2002, ~~while arguing to~~ the ~~Blackfeet~~Company ~~Tribal Court that proper jurisdiction is with the Federal District Court. K2 has since~~ filed a ~~counterclaim~~remediation ~~against~~plan ~~the Company to the effect that alleged actions by the Company damaged K2 by denying K2 the ability to participate in the Miller/Blackfeet IMDA and damaged K2’s goodwill~~ with ~~Tribal~~ ~~officials so as to impede other development initiatives on~~ the ~~Reservation.~~Louisiana ~~The~~DEQ ~~Company~~for ~~answered K2’s counterclaim by asserting that any damages K2 may have incurred were caused in whole or in part by its own negligence, conduct, bad faith or fault~~approval. ~~The~~In ~~Blackfeet~~July ~~Tribal Business Council unanimously voted on May 1,~~ 2002, ~~to over-turn a previous Tribal Business Council decision which action reaffirms~~ the ~~Company’s~~Civil ~~50%~~District interest in the K2 Energy Exploration Agreement (K2/Blackfeet IMDA) covering 150,000 net Tribal mineral acres. On May 27, 2003, K2 and the Company negotiated an agreement resolving all matters between themselves on the basis of: (a) dismissal with prejudice of the above mentioned pending Tribal Court ~~lawsuit;~~ruled ~~(b) termination~~that of the ~~K2/Miller~~DEQ ~~Exploration~~would ~~and~~not ~~Development~~have ~~Agreement~~primary ~~dated~~jurisdiction ~~June 17, 1998;~~ and ~~(c)~~that a ~~mutual~~jury ~~release~~trial ofwould ~~claims~~be ~~for all alleged acts or omissions of the other party prior to the date of this agreement~~held.

In order to avoid further delay and to avoid the uncertainty and costs of further pursuing the dispute (including arbitration and litigation), and to place the parties on a footing that enables them to pursue a productive business relationship, the Company and the Blackfeet Tribal Business Council entered into an Amended Exploration Agreement on June 3, 2002, covering 100,000 net Tribal mineral acres.

operator and without determining whether there was an unsound location. In September 2002, the judgment amount totaling approximately $780,000 was paid by the Company’s insurance carrier.

In August 2002, the District Court of Appeals ruled in favor of the Company on disputed interest and day-rate charges. Energy Drilling filed an appeal of the Court of Appeals’ decision. In February 2003, the District Court ruled in favor of Energy Drilling on disputed attorney fees totaling approximately $117,000. The Company filed an appeal of this ruling. In April 2003, the Fifth Circuit Court of Appeals reversed the District Court of Appeals findings regarding the interest charges owed by the Company. In June 2003, a final settlement was reached. The Company paid $73,000 of the total settlement of approximately $223,000 with the remaining balance being paid by the insurance carrier.

The Company was named in a lawsuit brought by Victor P. Vegas, the landowner of the surface location of the blowout well referenced above. The suit was filed July 20, 1999 in the Parish of Orleans, Louisiana, claiming unspecified damages related to environmental and other matters. Under a Department of Environmental Quality (“DEQ”) approved plan, site remediation has been completed and periodic testing is being performed. On December 11, 2001, the plaintiff submitted a remediation plan for more extensive clean-up and a settlement demand. In February 2002, the Company filed a remediation plan with the Louisiana DEQ for approval. In July 2002, the Civil District Court ruled that the DEQ would not have primary jurisdiction and that a jury trial would be held.

Item 2.

Changes in Securities and Use of Proceeds

None

Item 3.

Defaults Upon Senior Securities

None

Item 4.

Submission of Matters to a Vote of Security Holders

None

Item 5.

Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits. The following documents are filed as exhibits to this report on Form 10-Q:

Exhibit No.		Description
2.1	(a)	Agreement for Purchase and Sale dated November 25, 1997, between Amerada Hess Corporation and Miller Oil Corporation. (Incorporated by reference to Exhibit 2.3 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed on December 5, 1997 (File No. 333-40383).)
2.1	(b)	First Amendment to Agreement for Purchase and Sale dated January 7, 1998. (Incorporated by reference to Exhibit 2.3(b) to the Company’s Amendment No. 3 to Registration Statement on Form S-1 filed on January 9, 1998 (File No. 333-40383).)
2.2		Agreement and Plan of Merger dated May 28, 2003, by and among Edge Petroleum Corporation, Edge Delaware Sub, Inc. and Miller Exploration Company. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated May 30, 2003.)
2.3		Stockholder Agreement executed on May 28, 2003, by Edge Petroleum Corporation and certain directors and stockholders of Miller Exploration Company as listed on Exhibit A thereto. (Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K dated May 30, 2003.)
2.4		Form of Stockholder Agreement executed on May 28, 2003, by Miller Exploration Company and certain directors and stockholders of Edge Petroleum Corporation as listed on Exhibit A thereto. (Incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K dated May 30, 2003.)
2.5		Purchase and Sale Agreement executed on May 20, 2003, by and between Miller Oil Corporation and Savannah Oil and Gas, L.L.C. (Incorporated by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K dated May 30, 2003.)
2.6		Mutual Release of All Claims executed on May 27, 2003, by and between Miller Exploration Company and K2 Energy Corporation together with K2 America Corporation. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 30, 2003.)
3.1		Certificate of Incorporation of the Registrant. (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed on November 17, 1997 (File No. 333-40383).)
3.2		Bylaws of the Registrant. (Incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (File No. 000-23431).)
3.3		Bylaws of the Registrant. (Incorporated by reference to Exhibit 3.2 to the Company’s Quarterly report on Form 10-Q for the quarter ended June 30, 1998 (File No. 000-23431).)
31.1	*	Certification of Principal Financial Officer Pursuant to exchange Act Rule 13a-15(e).
31.2	*	Certification of Principal Financial Officer Pursuant to exchange Act Rule 13a-15(e).
32.1	*	Certification of Chief Executive Officer of Miller Exploration Company, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	*	Certification of Chief Executive Officer of Miller Exploration Company, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Item 6.

Exhibits and Reports on Form 8-K

(a)

Exhibits. The following documents are filed as exhibits to this report on Form 10-Q:

Exhibit No.		Description

2.1	(a)	Agreement for Purchase and Sale dated November 25, 1997, between Amerada Hess Corporation and Miller Oil Corporation. (Incorporated by reference to Exhibit 2.3 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed on December 5, 1997 (File No. 333-40383).)

2.1	(b)	First Amendment to Agreement for Purchase and Sale dated January 7, 1998. (Incorporated by reference to Exhibit 2.3(b) to the Company’s Amendment No. 3 to Registration Statement on Form S-1 filed on January 9, 1998 (File No. 333-40383).)

2.2		Agreement and Plan of Merger dated May 28, 2003, by and among Edge Petroleum Corporation, Edge Delaware Sub, Inc. and Miller Exploration Company. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated May 30, 2003.)

2.3		Stockholder Agreement executed on May 28, 2003, by Edge Petroleum Corporation and certain directors and stockholders of Miller Exploration Company as listed on Exhibit A thereto. (Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K dated May 30, 2003.)

2.4		Form of Stockholder Agreement executed on May 28, 2003, by Miller Exploration Company and certain directors and stockholders of Edge Petroleum Corporation as listed on Exhibit A thereto. (Incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K dated May 30, 2003.)

2.5		Purchase and Sale Agreement executed on May 20, 2003, by and between Miller Oil Corporation and Savannah Oil and Gas, L.L. C. (Incorporated by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K dated May 30, 2003.)

2.6		Mutual Release of All Claims executed on May 27, 2003, by and between Miller Exploration Company and K2 Energy Corporation together with K2 America Corporation. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 30, 2003.)

3.1		Certificate of Incorporation of the Registrant. (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed on November 17, 1997 (File No. 333-40383).)

3.2		Bylaws of the Registrant. (Incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (File No. 000-23431).)

3.3		Bylaws of the Registrant. (Incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (File No. 000-23431).)

31.1	*	Certification of Principal Financial Officer Pursuant to exchange Act Rule 13a-15(e).

31.2	*	Certification of Principal Financial Officer Pursuant to exchange Act Rule 13a-15(e).

32.1	*	Certification of Chief Executive Officer of Miller Exploration Company, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	*	Certification of Chief Financial Officer of Miller Exploration Company, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Filed herewith.

b.	Reports on Form 8-K. The Company filed a report on Form 8-K on August 14, 2003 to report on the Company’s financial results for the three and six months ended June 30, 2003.

SIGNATURES

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

	~~MILLER EXPLORATION COMPANY~~		MILLER EXPLORATION COMPANY
Date: August 14, 2003	By:	/s/ Deanna L. Cannon
Date: November 13, 2003			By:	/s/ DEANNA L. CANNON
		Deanna L. Cannon
				Deanna L. CannonChief Financial Officer and Secretary
		Chief Financial Officer and Secretary

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Filing Compare · MILLER EXPLORATION CO