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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 000-22433
BRIGHAM EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1311 75-2692967
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
5949 Sherry Lane, Suite 1616
Dallas, Texas 75225
(214) 360-9182
(Name, address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
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 twelve months (or such shorter period that the
registrant was required to file such reports) and has been subject to such
filing requirements for the past 90 days.
Yes . No X .
----- -----
As of May 31, 1997, 12,253,574 shares of Common Stock, $.01 per share, were
outstanding.
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BRIGHAM EXPLORATION COMPANY
INDEX
PAGE
PART I. FINANCIAL INFORMATION: NUMBER
------
Item 1. Unaudited Condensed Consolidated Financial Statements
a) Balance Sheets - December 31, 1996 and
March 31, 1997 1
b) Statements of Operations - Three months ended
March 31, 1996 and 1997 2
c) Statements of Cash Flows - Three months ended
March 31, 1996 and 1997 3
d) Statement of Changes in Stockholders' Equity - 4
March 31, 1997
e) Notes to Consolidated Financial Statements 5 - 6
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 7 - 9
PART II. OTHER INFORMATION:
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10 - 11
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
BRIGHAM EXPLORATION COMPANY
UNAUDITED CONDENSED CONSOLIDATED
BALANCE SHEETS
(in thousands)
December 31, March 31,
1996 1997
ASSETS (Predecessor) (Company)
------------- ---------
Current assets:
Cash and cash equivalents $ 1,447 $ 1,164
Accounts receivable 2,696 2,587
Prepaid expenses 152 362
------- --------
Total current assets 4,295 4,113
------- --------
Natural gas and oil properties, at cost, net 28,005 33,897
Other property and equipment, at cost, net 532 586
Drilling advances paid 419 740
Exploration advances paid -- 117
Other noncurrent assets 363 310
Deferred initial public offering costs -- 186
------- --------
$33,614 $ 39,949
======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,937 $ 5,712
Accrued drilling costs 915 631
Participant advances received 1,137 1,645
Other current liabilities 628 1,128
------- --------
Total current liabilities 5,617 9,116
------- --------
Notes payable 8,000 10,850
Subordinated notes payable - related party 16,000 --
Other noncurrent liabilities 753 122
Deferred income tax liability -- 4,964
Commitments and contingencies
Stockholders' equity:
Predecessor capital 3,244 --
Preferred stock, $.01 par value, 10 million shares
authorized, none issued and outstanding -- --
Common stock, $.01 par value, 30 million shares
authorized, 8,928,574 issued and outstanding -- 89
Additional paid-in capital -- 16,726
Unearned stock compensation -- (1,870)
Accumulated deficit -- (48)
------- --------
Total stockholders' equity 3,244 14,897
------- --------
$33,614 $ 39,949
======= ========
See accompanying notes to the unaudited condensed
consolidated financial statements.
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BRIGHAM EXPLORATION COMPANY
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Three Three
Months Ended Months Ended
March 31, March 31,
1996 1997
------------- ---------
(Predecessor) (Company)
Revenues:
Natural gas and oil sales $ 1,405 $ 2,136
Workstation revenue 166 164
------- -------
1,571 2,300
------- -------
Costs and expenses:
Lease operating 184 206
Production taxes 75 127
General and administrative 491 702
Amortization of stock compensation -- 29
Depletion of natural gas and oil properties 510 687
Depreciation and amortization 124 108
------- -------
1,384 1,859
------- -------
Operating income 187 441
------- -------
Other income (expense):
Interest income 21 18
Interest expense (15) (216)
Interest expense - related party (200) (174)
------- -------
Net income (loss) before income taxes (7) 69
Income tax benefit (expense):
Income tax provision -- 36
Deferred income tax charge -- (5,000)
------- -------
Net loss $ (7) $(4,895)
======= =======
Unaudited pro forma information:
Pro forma net income (loss) $ 15 $(4,897)
======= =======
Pro forma, as adjusted, net income $ 15 $ 103
======= =======
Pro forma net income (loss) per common share $ 0.00 $ (0.53)
======= =======
Pro forma net, as adjusted, net income per common share $ 0.00 $ 0.01
======= =======
Pro forma weighted average number of common shares outstanding 9,170 9,170
======= =======
See accompanying notes to the unaudited condensed
consolidated financial statements.
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BRIGHAM EXPLORATION COMPANY
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(in thousands)
Three Three
Months Ended Months Ended
March 31, March 31,
1996 1997
------------- ---------
(Predecessor) (Company)
Cash flows from operating activities:
Net loss $ (7) $(4,895)
Adjustments to reconcile net loss to cash
provided by operating activities:
Depletion of natural gas and oil properties 510 687
Depreciation and amortization 124 108
Amortization of stock compensation -- 29
Changes in working capital and other items 498 8,295
------- -------
Net cash provided by operating activities 1,125 4,224
------- -------
Cash flows from investing activities:
Additions to natural gas and oil properties (4,241) (6,830)
Proceeds from the sale of natural gas and oil properties 2,149 --
Additions to other property and equipment (11) (33)
Increase in drilling advances paid (267) (321)
Increase in exploration advances paid -- (117)
------- -------
Net cash used by investing activities (2,370) (7,301)
------- -------
Cash flows from financing activities:
Increase in notes payable -- 2,850
Principal payments on capital lease obligations (66) (56)
------- -------
Net cash provided (used) by financing activities (66) 2,794
------- -------
Net decrease in cash and cash equivalents (1,311) (283)
Cash and cash equivalents, beginning of period 1,802 1,447
------- -------
Cash and cash equivalents, end of period $ 491 $ 1,164
======= =======
See accompanying notes to the unaudited condensed
consolidated financial statements.
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BRIGHAM EXPLORATION COMPANY
UNAUDITED CONDENSED CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(in thousands)
Common stock Additional Unearned
--------------------- Paid-in Stock Accumulated Predecessor
Shares Amounts Capital Compensation Deficit Capital Total
------ ------- ------- ------------ ------- ------- -----
Balance, December 31, 1996 -- $-- $ -- $ -- $-- $ 3,244 $ 3,244
Consummation of the
Exchange 8,928,574 89 19,674 -- -- (3,244) 16,519
Issuance of stock options -- -- 1,899 (1,899) -- -- --
Net loss for period ended
February 27, 1997 -- -- (4,847) -- -- -- (4,847)
Net loss for period from
February 27, 1997
to March 31, 1997 -- -- -- -- (48) -- (48)
Amortization of unearned
stock compensation -- -- -- 29 -- -- 29
--------- --- -------- ------- ---- ------- --------
Balance, March 31, 1997 8,928,574 $89 $ 16,726 $(1,870) $(48) $ -- $ 14,897
========= === ======== ======= ==== ======= ========
See accompanying notes to the unaudited condensed
consolidated financial statements.
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BRIGHAM EXPLORATION COMPANY
NOTES TO THE UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND NATURE OF OPERATIONS
Brigham Exploration Company (the "Company") is a Delaware corporation
formed on February 25, 1997 for the purpose of exchanging its common
stock for the common stock of Brigham, Inc. and the partnership
interests of Brigham Oil & Gas, L.P. (the "Partnership"). Brigham, Inc.
is a Texas corporation whose only asset is its ownership interest in the
Partnership. The Partnership was formed in May 1992 to explore and
develop onshore domestic natural gas and oil properties using 3-D
seismic imaging and other advanced technologies. Since its inception,
the Partnership has focused its exploration and development of natural
gas and oil properties in the Permian and Hardeman Basins of West Texas,
the Anadarko Basin and the onshore Gulf Coast.
Pursuant to an exchange agreement dated February 26, 1997 (the "Exchange
Agreement") and upon the initial filing on February 27, 1997 of a
registration statement with the Securities and Exchange Commission for
the public offering of common stock (the "Offering"), the shareholders
of Brigham, Inc. transferred all of the outstanding stock of Brigham,
Inc. to the Company in exchange for 3,859,821 shares of common stock of
the Company. Pursuant to the Exchange Agreement, the Partnership's other
general partner and the limited partners also transferred all of their
partnership interests to the Company in exchange for 3,314,286 shares of
common stock of the Company. Furthermore, the holders of the
Partnership's subordinated convertible notes transferred these notes to
the Company in exchange for 1,754,464 shares of common stock. These
transactions are referred to as the "Exchange." In completing the
Exchange, the Company issued 8,928,571 shares of common stock to the
stockholders of Brigham, Inc., the partners of the Partnership and the
holder of the Partnership's subordinated notes payable. As a result of
the Exchange, the Company now owns all the partnership interests in the
Partnership.
In May 1997, the Company sold 3,325,000 shares of its common stock in
the Offering at a price of $8.00 per share. With a portion of the
proceeds from the Offering, the Company repaid the outstanding
borrowings, $13.3 million, under the Partnership's revolving credit
facility.
2. BASIS OF PRESENTATION
The unaudited condensed consolidated balance sheets at December 31, 1996
and March 31, 1997 reflect the accounts of the Partnership at December
31, 1996 and the consolidated accounts of the Company at March 31, 1997,
respectively. The unaudited condensed consolidated statements of
operations and of cash flows for the three months ended March 31, 1996
and 1997 include the results of operations and of cash flows of the
Partnership for the three months ended March 31, 1996 and the period
from January 1, 1997 to February 27, 1997 and for the Company the period
from February 25, 1997, the date of its inception, to March 31, 1997. As
the Exchange was the conversion of a partnership into a corporation, the
Exchange has been accounted for by the Company as a reorganization.
The accompanying consolidated financial statements are unaudited, and in
the opinion of management, reflect all adjustments that are necessary
for a fair presentation of the financial position and results of
operations for the periods presented. All such adjustments are of a
normal and recurring nature. The results of operations for the periods
presented are not necessarily indicative of the results to be expected
for the entire year. The unaudited condensed consolidated financial
statements should be read in conjunction with the Predecessors'
historical consolidated financial statements and notes thereto as of and
for the period ended December 31, 1996 as included in the Company's
Registration Statement on Form S-1 (333-22491) filed with the Securities
and Exchange Commission.
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BRIGHAM EXPLORATION COMPANY
NOTES TO THE UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
3. UNAUDITED PRO FORMA INFORMATION
The Partnership's legal form has no relation to the capital structure of
the Company after the Exchange. As a result, historical loss per unit
amounts are not relevant and have not been presented. Pro forma net
income (loss) per common share and pro forma, as adjusted, net income
per common share are presented giving effect to the number of shares
outstanding subsequent to the Exchange (8,928,574 shares) and giving
effect to employee stock options granted on March 4, 1997, as if these
shares and options had been issued at the beginning of each period
presented. The effect of the stock option grants on pro forma net income
(loss) per common share and pro forma, as adjusted, net income per
common share was calculated using the treasury stock method.
Pro forma net income (loss) reflects pro forma exchange adjustments
primarily representing the amortization of compensation expense related
to employee stock options granted upon formation of the Company, the
reduction of interest expense related to the transfer of the
subordinated notes payable to the Company as part of the Exchange, and
related income tax effects. In addition to the effect of these pro forma
adjustments, pro forma, as adjusted, net income has been adjusted to
exclude the $5.0 million deferred tax charge recorded by the Company on
February 27, 1997 (see Note 4), as this was a nonrecurring charge
related to the Exchange.
4. INCOME TAXES
Prior to consummation of the Exchange, the Partnership was not subject
to federal income taxes. Income and losses were passed through to its
partners on the basis of the allocation provisions established by the
partnership agreement. Upon consummation of the Exchange, the
Partnership became subject to federal income taxes through its ownership
by the Company. Also in conjunction with the Exchange, the Company
recorded a deferred income tax liability of $5.0 million to recognize
the temporary differences between the financial statement and tax bases
of the assets and liabilities of the Partnership at the Exchange date,
February 27, 1997, given the provisions of enacted tax laws.
5. FUTURE REPORTING REQUIREMENTS
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 ("SFAS 128"),
Earnings Per Share ("EPS"). SFAS 128 replaces the presentation of
primary EPS with a presentation of basic EPS and requires a dual
presentation of basic and diluted EPS on the face of the income
statement for all entities with complex capital structures. Basic EPS
excludes dilutive securities and is computed by dividing income
available to common stockholders by the weighted-average number of
common shares outstanding for the period. Diluted EPS reflects the
potential dilution that could occur if dilutive securities were
converted into common stock and is computed similarly to fully diluted
EPS pursuant to previous accounting pronouncements. SFAS 128 is
effective for periods ending after December 15, 1997, including interim
periods, and earlier application is not permitted. SFAS 128 requires
restatement of all prior period EPS data presented.
For the three months ended March 31, 1996 and 1997, the Company reported
pro forma net income (loss) per common share of $0.00 per share and
$(0.53) per share, respectively. Under SFAS 128, basic pro forma net
income (loss) per common share for the respective periods would have
been $0.00 and $(0.55), respectively, and diluted pro forma net income
(loss) per common share would have been $0.00 and $(0.53), respectively.
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BRIGHAM EXPLORATION COMPANY
ITEM 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
Results of Operations
Comparison of three month periods ended March 31, 1996 and March 31, 1997
Natural gas and oil sales. Natural gas and oil sales increased 52%
from $1.4 million in the first quarter of 1996 to $2.1 million in the first
quarter of 1997. Of this increase, approximately $348,000 or 48% was
attributable to an increase in production, and approximately $383,000 or 52%
was attributable to an increase in the average sales price for natural gas and
oil. Production volumes for natural gas increased 75% from approximately
139,000 Mcf in the first quarter of 1996 to approximately 243,000 Mcf in the
first quarter of 1997. The average price received for natural gas increased 54%
from $2.01 per Mcf in the first quarter of 1996 to $3.10 per Mcf in the first
quarter of 1997. Production volumes for oil increased 6% from approximately
60,000 Bbls in the first quarter of 1996 to approximately 63,000 Bbls in the
first quarter of 1997. The average price received for oil increased 18% from
$18.55 per Bbl in the first quarter of 1996 to $21.82 per Bbl in the first
quarter of 1997. Natural gas and oil sales were increased by production from
wells completed since the first quarter of 1996 partially offset by the natural
decline of existing production. Natural gas and oil sales in the first quarter
of 1996 include one month of production related to certain properties sold at
the end of January 1996.
Lease operating expenses. Lease operating expense increased 12% from
$184,000 ($.37 per Mcfe) in the first quarter of 1996 to $206,000 ($.33 per
Mcfe) in the first quarter of 1997. This increase is primarily due to an
increase in the number of producing wells. The decrease in the per unit rate is
due to the sale of higher cost oil wells in January 1996 and an increase in the
percentage of production from natural gas wells.
General and administrative expenses. General and administrative
expenses increased 43% from $491,000 ($.98 per Mcfe) in the first quarter of
1996 to $702,000 ($1.13 per Mcfe) in the first quarter of 1997. The increase is
a result of payroll costs related to additional employees and charges related
to the relocation of the principal executive offices to Austin, Texas.
Depletion of natural gas and oil properties. Depletion of natural gas
and oil properties increased 35% from $510,000 ($1.02 per Mcfe) in the first
quarter of 1996 to $687,000 ($1.10 per Mcfe) in the first quarter of 1997 as a
result of higher production volumes.
Interest expense. Interest expense increased 81% from $215,000 in the
first quarter of 1996 to $390,000 in the first quarter of 1997. This increase
was due to a higher average outstanding balance in the first quarter of 1997
and a higher effective interest rate. The weighted average outstanding debt
balance increased 63% from $16.0 million in the first quarter of 1996 to $26.1
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million in the first quarter of 1997. The effective interest rate increased 16%
from 5.0% in the first quarter of 1996 to 5.8% in the first quarter of 1997.
The increase in the average outstanding balance was a result of the $10.1
million average outstanding balance under the Company's revolving credit
facility entered into in April 1996. The revolving credit facility had an
effective interest rate of 8.5% at March 31, 1997.
Income taxes. Prior to consummation of the Exchange, the Partnership
was not subject to federal income taxes. Income and losses were passed through
to its partners on the basis of the allocation provisions established by the
partnership agreement. Upon consummation of the Exchange, the Partnership
became subject to federal income taxes through its ownership by the Company.
Also in conjunction with the Exchange, the Company recorded a deferred income
tax liability of $5 million to recognize the temporary differences between the
financial statement and tax bases of the assets and liabilities of the
Partnership at the Exchange date, February 27, 1997, given the provisions of
enacted laws.
Liquidity and Capital Resources
The Company's primary sources of capital have been borrowings
(revolving credit facility and private placement debt), working capital and the
sale of interests in projects. During May 1997, as described in Note 1 to the
Unaudited Condensed Consolidated Financial Statements included herein, the
Company completed an initial public offering of Common Stock of the Company
that generated proceeds of approximately $24 million, net of offering costs,
that was used to repay all outstanding debt ($13.25 million) under the
revolving credit facility and to fund capital expenditures.
In the first quarter of 1997, the Company generated $4.2 million in
cash flow from operations as compared to $1.1 million in the first quarter of
1996 primarily as a result of an increase in natural gas and oil revenues, net
of production taxes, lease operating expenses and general and administrative
expenses. Cash flow used in investing activities was $7.3 million in the first
quarter of 1997 primarily as a result of capital expenditures. Cash flow
provided by financing activities was $2.8 million in the first quarter of 1997
as a result of borrowings under the revolving credit facility.
The Company expects to continue its exploration and production
activities during the remainder of 1997 and expects to finance those activities
with proceeds from the initial public offering, borrowings under the revolving
credit facility and cash flow from operations.
Forward Looking Information
The Company may make forward looking statements, oral or written,
including statements in this report, press releases and other filings with the
SEC, relating to the Company's drilling plans, its potential drilling
locations, capital expenditures, use of offering proceeds, the ability of
expected sources of liquidity to support working capital and capital
expenditure requirements and the Company's financial position, business
strategy and other plans and objectives for future operations.
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Such statements involve risks and uncertainties, including those relating to
the Company's dependence on exploratory drilling activities, the volatility of
natural gas and oil prices, the risks associated with growth (including the
risk of reduced availability of seismic gathering and drilling services in the
face of growing demand), the substantial capital requirements of the Company's
exploration and development projects, operating hazards and uninsured risks and
other factors detailed in the Company's registration statement and other
filings with the SEC. All subsequent oral and written forward looking
statements attributable to the Company are expressly qualified in their
entirety by these factors. The Company assumes no obligation to update these
statements.
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PART II. OTHER INFORMATION
ITEM 5. Other Information
In order to participate in wells drilled by the Company between
April 1, 1997 and March 31, 1998, Gasco Limited Partnership ("Gasco")
has agreed to fund 18% of the Company's drilling costs and 9% of its
completion cost for each well. In return, the Company will assign Gasco
an undivided 9% of the Company's interest in the leasehold allocated to
each completed well. As a result, in the absence of other participants,
the Company would pay 82% of costs attributable to its working interest
to casing point, and 91% of its completion costs, for 91% of its
original working interest.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Expense Allocation and Participation Agreement II, dated
April 1, 1997, between Brigham Oil & Gas, L.P. and Gasco
Limited Partnership.
11.1 Computation of Earnings per Share
27 Financial Data Schedule
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto, duly authorized, in the City of Dallas, State of Texas,
on the 13th day of June, 1997.
BRIGHAM EXPLORATION COMPANY
By: /s/ BEN M. BRIGHAM
--------------------------------
Ben M. Brigham
President, Chief Executive
Officer and Chairman of
the Board
By: /s/ CRAIG M. FLEMING
--------------------------------
Craig M. Fleming
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
- ------- -----------
10.1 Expense Allocation and Participation Agreement II,
dated April 1, 1997, between Brigham Oil & Gas, L.P.
and Gasco Limited Partnership.
11.1 Computation of Earnings per Share
27 Financial Data Schedule