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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________________
FORM 10-K/A
(AMENDMENT NO. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 000-22433
______________________________________________
BRIGHAM EXPLORATION COMPANY
(Exact name of Registrant as Specified in its Charter)
DELAWARE 75-2692967
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6300 BRIDGE POINT PARKWAY, BUILDING 2, SUITE 500, AUSTIN, TEXAS 78730
(Address of principal executive offices) (Zip Code)
(512) 427-3300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------------------- -----------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
(Title of Class)
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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12 b-2 of the Act). Yes [ ] No [X]
As of June 28, 2002, the registrant had 16,061,042 shares of voting common
outstanding. The aggregate market value of the registrants outstanding shares of
voting common stock held by non-affiliates, based on the closing price of these
shares on June 28, 2002 of $4.25 per share as reported on The Nasdaq Stock
MarketSM, was $34.2 million. Shares held by each executive officer and director
and by each person who owns 10% or more of the outstanding common stock are
considered affiliates. The determination of affiliate status is not necessarily
a conclusive determination for other purposes.
As of March 21, 2003, the registrant had 19,899,807 shares of voting common
stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the Registrant's 2003 Annual
Meeting of Stockholders on May 28, 2003, are incorporated by reference in Part
III of this Form 10-K. Such definitive proxy statement was filed with the
Securities and Exchange Commission on May 7, 2003.
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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this "Amendment") is being filed to
amend the annual report on Form 10-K of Brigham Exploration Company (the
"Company") filed with the Securities and Exchange Commission on March 31, 2003
(the "Original Report on Form 10-K"). The purpose of this Amendment is to amend
the Consolidated Statements of Cash Flows for the year ended December 31, 2001
and Note 6 of the Notes to the Consolidated Financial Statements for
typographical errors, to amend Note 2 of the Notes to the Consolidated Financial
Statements for typographical errors in the Other Comprehensive Income table for
the year ended December 31, 2001, to retroactively reflect the January 1, 2003
adoption of Statement of Financial Accounting Standards ("SFAS") No. 145,
"Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No.
13 and Technical Corrections" by reclassifying the gain on the refinancing of
the senior subordinated notes in the year ended December 31, 2000 from
extra-ordinary to a gain on income from continuing operations, and to provide
pro forma disclosures for the January 1, 2003 adoption of SFAS No. 143,
"Accounting for Asset Retirement Obligations" in Note 2 of the Notes to the
Consolidated Financial Statements. This Amendment also amends Item 6. Selected
Financial Data and Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations solely to reflect retroactive adoption of
SFAS No. 145.
This Amendment does not reflect events occurring after the filing of the
Original Report on Form 10-K, and does not modify or update the disclosures
therein in any way other than as required to reflect the amendments described
above and set forth below.
ITEM 6. SELECTED FINANCIAL DATA
The following selected consolidated financial data should be read in
conjunction with "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our consolidated financial statements
and related notes included in "Item 8. Financial Statements and Supplementary
Data."
2002 2001 2000 1999 1998
--------- ------------ --------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENT OF OPERATIONS DATA:
Revenues:
Oil and natural gas sales . . . . . . . . . . . . . $ 35,100 $ 32,293 $ 19,143 $ 14,992 $ 13,799
Other revenue . . . . . . . . . . . . . . . . . . . 76 255 69 285 390
--------- ------------ --------- --------- ---------
Total revenues. . . . . . . . . . . . . . . . . . 35,176 32,548 19,212 15,277 14,189
Costs and expenses:
Lease operating . . . . . . . . . . . . . . . . . . 3,759 3,486 2,139 2,259 2,172
Production taxes. . . . . . . . . . . . . . . . . . 1,977 1,511 1,786 968 850
General and administrative. . . . . . . . . . . . . 4,971 3,638 3,100 3,481 4,672
Depletion of oil and natural gas properties . . . . 14,594 13,211 7,920 7,792 8,483
Depreciation and amortization . . . . . . . . . . . 440 677 620 526 785
Capitalized ceiling impairment. . . . . . . . . . . - - - - 25,926
--------- ------------ --------- --------- ---------
Total costs and expenses. . . . . . . . . . . . . 25,741 22,523 15,565 15,026 42,888
--------- ------------ --------- --------- ---------
Operating income (loss) . . . . . . . . . . . . . 9,435 10,025 3,647 251 (28,699)
Other income (expense):
Interest expense. . . . . . . . . . . . . . . . . . (6,238) (6,681) (9,906) (9,697) (5,968)
Interest income . . . . . . . . . . . . . . . . . . 119 264 108 176 136
Debt conversion expense . . . . . . . . . . . . . . (630) - - - -
Gain on refinancing of senior subordinated notes. . - - 32,267 - -
Other income (expense). . . . . . . . . . . . . . . (310) 8,080 (9,504) (163) -
Loss on sale of oil and natural gas properties. . . - - - (12,195) -
--------- ------------ --------- --------- ---------
Total other income (expense). . . . . . . . . . . (7,059) 1,663 12,965 (21,879) (5,832)
--------- ------------ --------- --------- ---------
Income (loss) before income taxes . . . . . . . . . . 2,376 11,688 16,612 (21,628) (34,531)
Income tax benefit (expense). . . . . . . . . . . . . - - - - 1,186
--------- ------------ --------- --------- ---------
Net income (loss) . . . . . . . . . . . . . . . . . 2,376 11,688 16,612 (21,628) (33,345)
Preferred dividends and accretion . . . . . . . . . . 2,952 2,450 275 - -
--------- ------------ --------- --------- ---------
Net income (loss) available to common stockholders. $ (576) $ 9,238 $ 16,337 $(21,628) $(33,345)
========= ============ ========= ========= =========
Net income (loss) per share-basic . . . . . . . . . . $ (0.04) $ 0.58 $ 1.01 $ (1.53) $ (2.64)
RESTATED(1)
------------
Net income (loss) per share-diluted . . . . . . . . . (0.04) 0.44 1.01 (1.53) (2.64)
Weighted average shares outstanding-basic . . . . . . 16,138 15,988 16,241 14,152 12,626
Weighted average shares outstanding-diluted . . . . . 16,138 28,205 16,241 14,152 12,626
STATEMENT OF CASH FLOWS DATA:
Net cash provided (used) by operating activities. . . $ 28,973 $ 18,922 $ (4,635) $ 2,578 $ 14,774
Net cash provided (used) by investing activities. . . (27,206) (33,571) (26,071) 1,644 (86,227)
Net cash provided (used) by financing activities. . . 8,439 18,924 28,801 (4,049) 72,321
OTHER FINANCIAL DATA:
Oil and natural gas capital expenditures. . . . . . . $ 27,696 $ 34,532 $ 28,910 $ 25,560 $ 85,207
AS OF DECEMBER 31,
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2002 2001 2000 1999 1998
--------- ------------ --------- --------- ---------
BALANCE SHEET DATA:
Cash and cash equivalents. . . . . . . . . . . . . . $ 15,318 $ 5,112 $ 837 $ 2,742 $ 2,569
Oil and natural gas properties, net. . . . . . . . . 164,980 151,891 129,490 112,066 134,317
Total assets . . . . . . . . . . . . . . . . . . . . 202,059 173,075 146,911 125,683 150,516
Long-term debt . . . . . . . . . . . . . . . . . . . 81,797 91,721 82,000 97,341 94,786
Series A Preferred Stock . . . . . . . . . . . . . . 19,540 16,614 8,558 - -
Series B Preferred Stock . . . . . . . . . . . . . . 4,777 - - - -
Total stockholders' equity . . . . . . . . . . . . . 61,749 49,601 34,757 8,998 24,681
_______________________________
(1) Diluted net income per share for 2001 has been restated from that as
previously reported. Refer to Note 10 of the Consolidated Financial
Statements.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Statements in the following discussion may be forward-looking and involve risk
and uncertainty. The following discussion should be read in conjunction with our
Consolidated Financial Statements and Notes hereto.
From 1990 to 1996 we acquired 3-D seismic data in 28 plays, seven basins
and seven states. In 1997 and 1998 we invested $64 million on 3-D seismic data
and acreage in selected plays where we were experiencing attractive 3-D
delineated drilling economics and repeatability. In 1999, we modified our
business strategy to recognize the inherent value of our 3-D delineated prospect
inventory and to provide significant improvement in our financial and operating
results. This business strategy includes the following elements:
- Focus the majority of capital resources in our five focus plays to
generate growth in proved reserves, production volumes and cash flow.
- Continue to grow our inventory of high potential exploration prospects
through our technical staff's internal generation of such prospects.
- Enhance our project returns by attempting to retain operational
control over all phases of our exploration and development activities.
- Allocate a higher percentage of drilling capital toward the
development of our prior discoveries.
- Accelerate the development of our exploration and development prospect
inventory by increasing our drilling expenditures.
- Enhance our return on capital and our cash margins by growing
production, resulting in reduced per unit discretionary cash costs.
As a result of this strategy, we have accomplished the following for the
three-year period ended December 31, 2002:
- An increase in our net proved reserves from 95 Bcfe to 121 Bcfe, a
compound annual growth rate of 13%.
- An increase in our average daily production volumes from 18.3 Mmcfed
to 27.8 Mmcfed, a compound annual growth rate of 23%.
- An increase in our EBITDA, from $9.5 million to $24.6 million,
representing a compound annual growth rate of 38%. An increase in our
revenues from $19.2 million to $35.2 million, a compound annual growth
rate of 35%. See "-Other Matters-Reconciliation of Non-GAAP Measures".
- An all sources finding cost for the three-year period ended December
31, 2002 of $1.31 per Mcfe.
RECENT DEVELOPMENTS
In December 2002, we entered into a series of transactions whereby a number
of warrants and convertible debt rights were extinguished or converted. We
issued 550,000 unregistered shares of our common stock to Shell Capital in
exchange for Shell Capital's warrant position and to terminate Shell Capital's
right to convert $30 million of our senior credit facility into shares of our
common stock. Also, DLJ Merchant Banking Partners III, L.P. in conjunction with
GlobalEnergy Partners, both affiliates of
CSFB Private Equity, purchased $10 million of our senior credit facility from
Shall Capital and converted it into 2,564,102 shares of our common stock at an
exercise price of $3.90 per share. We recorded $630,000 in debt conversion
expenses associated with this conversion.
In December 2002, we issued CSFB Private Equity 500,000 shares of our
Series B preferred stock with a stated value of $20.00 per share. Net proceeds
from the offering were $9.4 million and were used to reduce borrowings under our
senior credit facility and to fund our drilling program and working capital
requirements. The Series B preferred stock has terms similar to our Series A
preferred stock. We are required to pay dividends on our Series B preferred
stock. At our option, these dividends may be paid in cash at a rate of 6% per
annum or paid in kind through the issuance of additional shares of preferred
stock in lieu of cash at a rate of 8% per annum. Our option to pay dividends in
kind on our Series B preferred stock expires in December 2007. In connection
with the Series B preferred stock offering, we issued to CSFB Private Equity
warrants to purchase 2,298,851 shares of our common stock at an exercise price
of $4.35 per share. To exercise the warrants, CSFB has the option to use either
cash or shares of our Series B preferred stock with an aggregate value equal to
the exercise price. In the event that our stock price averages at least $6.525
for 60 consecutive trading days, then the warrants must be exercised if we so
require.
In December 2002, we extended the maturity on our senior credit facility by
one year to December 2004 and extended our option to pay interest in kind on our
senior subordinated notes facility by one year to October 2003.
In March 2003, we replaced our senior credit facility with a new senior
credit facility. The new senior credit facility provides for a maximum
commitment of $80 million in the form of a revolving bank credit facility, has
an initial borrowing base of $70 million and matures in March 2006. As of the
closing date of the facility, we had $56 million in outstanding borrowings under
the new senior credit facility. See "-Liquidity and Capital Resources-Senior
Credit Facility".
CRITICAL ACCOUNTING POLICIES
The selection and application of accounting policies is an important
process that has developed as our business activities have evolved and as the
accounting rules have developed. Accounting rules generally do not involve a
selection among alternatives, but involve an implementation and interpretation
of existing rules, and the use of judgment to the specific set of circumstances
existing in our business. Compliance with the rules necessarily involves
reducing a number of very subjective judgments to a quantifiable accounting
entry or valuation. We make every effort to properly comply with all applicable
rules on or before their adoption, and we believe the proper implementation and
consistent application of the accounting rules is critical. Our critical
accounting policies are discussed below.
Property and Equipment
The method of accounting for oil and gas properties is a critical
accounting policy because it determines what costs are capitalized, and how
these costs are ultimately matched with revenues and expensed.
We use the full cost method of accounting for oil and properties. Under
this method substantially all costs associated with oil and gas exploration and
development activities are capitalized, including costs for individual
exploration projects that do not directly result in the discovery of hydrocarbon
reserves that can be economically recovered. Payroll, interest, and other
internal costs we incur for the purpose of finding hydrocarbon reserves are also
capitalized.
Full cost pool amounts associated with properties that have been evaluated
through drilling or seismic analysis are depleted using the units of production
method. The depletion expense per unit of production is the ratio of historical
and estimated future development costs to hydrocarbon reserve volumes.
Estimation of hydrocarbon reserves relies on professional judgment and use of
factors that cannot be precisely determined. Reserve estimates materially
different from those reported would change the depletion expense recognized
during the reporting period. For the year ended December 31, 2002, our depletion
expense per unit of production was $1.46 per Mcfe. A change of 900,000 Mcfe in
our estimated
net proved reserves at December 31, 2002, would result in a $0.01 per Mcfe
change in our per unit depletion expense and a $100,000 change in net income
available to common shareholders.
To the extent costs capitalized in the full-cost pool (net of depreciation,
depletion and amortization and related deferred taxes) exceed the present value
(using a 10% discount rate and based on period-end oil and natural gas prices)
of estimated future net revenues from proved oil and natural gas reserves plus
the capitalized cost of unproved properties, such costs are charged to
operations as a reduction of the carrying value of oil and natural gas
properties, or a "capitalized ceiling impairment" charge. The risk that we will
be required to write down the carrying value of our oil and gas properties
increases when oil and gas prices are depressed, even if the low prices are
temporary. In addition, capitalized ceiling impairment charges may occur if we
experience poor drilling results or estimations of proved reserves are
substantially reduced.
A capitalized ceiling impairment is a reduction in earnings that does not
impact cash flows, but does impact operating income and stockholders' equity.
Once recognized, a capitalized ceiling impairment charge to oil and natural gas
properties cannot be reversed at a later date. No assurance can be given that we
will not experience a capitalized ceiling impairment charge in future periods.
In addition, capitalized ceiling impairment charges may occur if estimates of
proved hydrocarbon reserves are substantially reduced or estimates of future
development costs increase significantly. See "-Risk Factors-Exploratory
Drilling Is A Speculative Activity Involving Numerous Risks And Uncertain Costs;
We are Dependent On Exloratory Drilling Activities", "-Risk Factors-Maintaining
Reserves And Revenues In The Future Depends On Successful Exploration And
Development" and "-Risk Factors-We Are Subject To Uncertainties In Reserve
Estimates and Futures Net Cash Flows".
Income Taxes
Deferred tax assets are recognized for temporary differences in financial
statement and tax basis amounts that will result in deductible amounts and
carry-forwards in future years. Deferred tax liabilities are recognized for
temporary differences that will result in taxable amounts in future years.
Deferred tax assets and liabilities are measured using enacted tax law and tax
rate(s) for the year in which we expect the temporary differences to be deducted
or settled. The effect of a change in tax law or rates on the valuation of
deferred tax assets and liabilities is recognized in income in the period of
enactment. Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized.
Estimating the amount of the valuation allowance is dependent on estimates
of future taxable income, alternative minimum tax income, and changes in
shareholder ownership which would trigger limits on use of net operating losses
under Internal Revenue Code Section 382.
Revenue Recognition
Because revenue is a key component of our results of operations, and we
derive revenue primarily from the sale of produced oil and gas, our revenue
recognition for these sales is significant.
We recognize crude oil revenue using the sales method of accounting. Under
this method, we recognize revenue when oil is delivered and title transfers.
We recognize natural gas revenue using the entitlements method of
accounting. Under this method, revenue is recognized based on our entitled
ownership percentage of sales of natural gas to purchasers. Gas imbalances occur
when we sell more or less than our entitled ownership percentage of total
natural gas production. When we receive less than our entitled share, a
receivable is recorded. When we receive more than our entitled share, a
liability is recorded.
Settlements for hydrocarbon sales can occur up to two months after the end
of the month in which the oil, gas or other hydrocarbon products were produced.
We estimate and accrue for the value of these sales using information available
at the time financial statements are generated. Differences are reflected in the
accounting period that payments are received from the purchaser. For the month
of December 2002 a $0.10 change in the price per Mcf of gas sold would change
revenue by $50,000. A $0.70 change in the price per barrel of oil would change
revenue by $50,000.
Derivative Instruments and Hedging Activities
We use derivative instruments to manage market risks resulting from
fluctuations in commodity prices of natural gas and crude oil. We periodically
enter into commodity contracts, including price swaps, caps and floors, which
require payments to (or receipts from) counterparties based on the differential
between a fixed price and a variable price for a fixed quantity of natural gas
or crude oil without the exchange of underlying volumes. The notional amounts of
these financial instruments are based on expected production from existing
wells.
We adopted Statement of Financial Accounting Standards No. 133 on January
1, 2001 in accordance with Financial Accounting Standards Board requirements.
SFAS No. 133, as amended, establishes accounting and reporting standards for
derivative instruments and for hedging activities. All derivative instruments
are recorded on the balance sheet at fair value and changes in the fair value of
the derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as part of
a hedge transaction, and depending on the type of hedge transaction. Our
derivative contracts consist primarily of cash flow hedge transactions in which
we are hedging the variability of cash flow related to a forecasted transaction.
Change in the fair value of these derivative instruments are reported in other
comprehensive income and reclassified as earnings in the period(s) in which
earnings are impacted by the variability of the cash flow of the hedged item. We
assess the effectiveness of hedging transactions every three months, consistent
with documented risk management strategy for the particular hedging
relationship. Changes in fair value of ineffective hedges are included in
earnings.
Use of Estimates
The preparation of financial statements in accordance with generally
accepted accounting principles in the United States of America requires
management to make estimates and assumptions that affect reported assets,
liabilities, revenues, expenses, and some narrative disclosures. Hydrocarbon
reserve, future development costs, and certain hydrocarbon production expense
and revenue estimates are the most critical to our financial statements.
New Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Standards No. 143, "Asset Retirement Obligations" which establishes
accounting requirements for retirement obligations associated with tangible
long-lived assets including the timing of the liability recognition, initial
measurement of the liability, allocation of asset retirement cost to expense,
subsequent measurement of the liability and financial statement disclosures.
SFAS 143 requires that an asset retirement cost be capitalized as part of the
cost of the related long-lived asset and subsequently allocated to expense using
a systematic, rational method. We adopted this standard as required on January
1, 2003.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections".
SFAS 145 requires, except in the case of events or transactions of a highly
unusual and infrequent nature, gains or losses from the early extinguishment of
debt to be classified as components of a company's income or loss from
continuing operations. Prior to the adoption of the provisions of SFAS 145,
gains or losses on the early extinguishment of debt were required to be
classified in a company's periodic consolidated statements of operations as
extraordinary gains or losses, net of associated income taxes, after the
determination of income or loss from continuing operations. SFAS No. 145 is
effective for fiscal years beginning after
May 15, 2002. Due to the requirements of SFAS No. 145, it is less likely that a
gain or loss on extinguishment of debt would be classified as an extraordinary
item in our results of operations.
OFF BALANCE SHEET ARRANGEMENTS
We do not currently have any off-balance sheet arrangements or other such
unrecorded obligations and we have not guaranteed the debt of any other party.
COMMODITY PRICING
Changes in commodity prices significantly affect our capital resources,
liquidity and expected operating results. Price changes directly affect revenues
and can indirectly impact expected production by changing the amount of funds
available to reinvest in exploration and development activities. The prices we
receive for our crude oil production are based on global market conditions. The
price we receive for our natural gas production is primarily driven by North
American market forces. Oil and gas prices have fluctuated significantly in
recent years in response to numerous economic, political and environmental
factors. The year 2002 began with a weakened commodity environment and lower
prices. However, prices were on an upward trend through the year. Prices are
also affected by weather, factors of supply and demand, and commodity inventory
levels. During 2002, the high and low settlement prices for oil on the NYMEX
were $32.72 per Bbl and $17.97 per Bbl, and the high and low settlement prices
for natural gas on the NYMEX were $5.34 per MMBtu and $1.91 per MMBtu. We expect
that commodity prices will continue to fluctuate significantly in the future.
RESULTS OF OPERATIONS
The following table sets forth certain operating data for the periods
presented.
YEAR ENDED DECEMBER 31,
-------------------------
2002 2001 2000
------- ------- -------
Production (in thousands):
Natural gas (MMcf) . . . . . . . . . . . . . 5,791 6,766 4,431
Oil (MBbls). . . . . . . . . . . . . . . . . 701 468 362
Natural gas equivalent (MMcfe) . . . . . . . 9,996 9,573 6,600
% Natural gas. . . . . . . . . . . . . . . . 58% 71% 67%
Average sales prices per unit (After hedging)
Natural gas (per Mcf). . . . . . . . . . . . $ 3.21 $ 3.11 $ 1.94
Oil (per Bbl). . . . . . . . . . . . . . . . 23.55 24.05 29.17
Natural gas equivalent (per Mcfe). . . . . . 3.51 3.37 2.90
Costs and expenses per Mcfe:
Lease operating. . . . . . . . . . . . . . . $ 0.38 $ 0.36 $ 0.32
Production taxes . . . . . . . . . . . . . . 0.20 0.16 0.27
General and administrative . . . . . . . . . 0.50 0.38 0.47
Depletion of oil and natural gas properties. 1.46 1.38 1.20
Overview
For the year ended December 31, 2002, we had a net loss to common
stockholders of $576,000, or $0.04 per diluted share, on total revenues of $35.2
million compared to net income of $9.2 million, or $0.44 per diluted share (as
restated, refer to Note 10 to the Consolidated Financial Statements) on revenue
of $32.5 million for the year ended December 31, 2001, and net income of $16.3
million, or $1.01 per diluted share, on revenue of $19.2 million for the year
ended December 31, 2000. Net income in 2002 included $384,000 in non-cash gains
related to changes in the fair-market value of derivative contracts that did not
qualify for hedge accounting treatment. This non-cash gain was partially offset
by a $121,000 non-cash loss for ineffective hedging transactions. Net income in
2001 was significantly enhanced by $9.7 million in non-cash gains related to
changes in the fair-market value of derivative contracts that did not qualify
for hedge accounting treatment. Net income in 2000 was significantly enhanced by
a $32.3 million gain on the refinancing of our senior subordinated debt and was
partially offset by a non-cash loss of $8.9 million related to changes in the
fair-market value of derivative contracts that did not qualify for hedge
accounting treatment.
Production. Net equivalent production volumes for 2002 were 10.0 Bcfe
compared to 9.6 Bcfe in 2001 and 6.6 Bcfe in 2000. Average net daily equivalent
production volumes for 2002 were 27.8 MMcfed, compared to 26.6 MMcfed in 2001
and 18.3 MMcfed in 2000. The increase in production from 2000 through 2002 is
due to organic production growth during the period. Additional production
related to wells completed during the period was partially offset by the natural
decline of existing production. Natural gas production represented 58% of our
total production volume on an equivalent basis in 2002 compared to 71% in 2001
and 67% in 2000.
Revenue from the sale of oil and natural gas. Revenue from the sale of oil
and natural gas for 2002 was $35.1 million compared to $32.3 million in 2001 and
$19.1 million in 2000.
For 2002 compared to 2001, revenue from the sale of oil and natural gas was
up $2.8 million or 9%. A 4% increase in our total production volume accounted
for $2.6 million of this change and a $0.14 per Mcfe increase in our average
realized sales price for oil and natural gas accounted for $232,000 of this
change. Revenue from the sale of oil and natural gas in 2002 included a loss of
$1.8 million, or $0.19 per Mcfe, related to cash settlements on hedging
transactions, compared to a loss of $8.2 million, or $0.85 per Mcfe, in 2001.
Our average realized sales price for oil and natural gas in 2002 was $3.51 per
Mcfe compared to $3.37 per Mcfe in 2001.
For 2001 compared to 2000, revenue from the sale of oil and natural gas was
up $13.2 million or 69%. A 45% increase in our total production volume accounted
for $7.7 million of this change and a $0.47 per Mcfe increase in our average
realized sales price for oil and natural gas accounted for $5.5 million of this
change. Revenue from the sale of oil and natural gas in 2001 included a loss of
$8.2 million, or $0.85 per Mcfe, related to cash settlements on hedging
transactions, compared to a loss of $9.5 million, or $1.44 per Mcfe, in 2000.
Our average realized sales price for oil and natural gas in 2001 was $3.37 per
Mcfe compared to $2.90 per Mcfe in 2000.
Other revenue. Other revenue was $76,000 in 2002, compared to $255,000 in
2001 and $69,000 in 2000. This revenue relates to billings to other parties for
gathering services.
Lease operating expenses. Lease operating expenses, which includes lifting
cost and ad valorem taxes, for 2002 were $3.8 million compared to $3.5 million
in 2001 and $2.1 million in 2000.
2002 2001 2000
------ ------ ------
(IN THOUSANDS)
Lease operating expense, excluding ad valorem taxes. $3,148 $3,015 $1,886
Ad valorem taxes . . . . . . . . . . . . . . . . . . 611 471 253
------ ------ ------
Total lease operating expenses . . . . . . . . . . $3,759 $3,486 $2,139
====== ====== ======
($PER MCFE)
Lease operating expense per unit of production:
Lease operating expense, excluding ad valorem taxes. $ 0.32 $ 0.31 $ 0.28
Ad valorem taxes . . . . . . . . . . . . . . . . . . 0.06 0.05 0.04
------ ------ ------
Total lease operating expenses . . . . . . . . . . $ 0.38 $ 0.36 $ 0.32
====== ====== ======
For 2002 compared to 2001, total lease operating expenses increased 8%. On
a per unit of equivalent production basis, lease operating expenses for 2002
were $0.38 per Mcfe, compared to $0.36 per Mcfe in 2001. The change in our lease
operating expense was primarily the result of higher ad valorem taxes due to an
increase in property valuations because of higher average commodity prices
during 2001 and higher overall service cost.
For 2001 compared to 2000, total lease operating expenses increased 63%.
The change in lease operating expenses is primarily due to an increase in the
number of producing wells. Lease operating expenses on a per unit of production
in 2001 were $0.36 per Mcfe compared to $0.32 per Mcfe in 2000. The increase in
our per unit lease operating expense was primarily due to higher overall service
cost and higher ad valorem taxes due to an increase in property valuations
because of higher average commodity prices during 2000.
Production taxes. Production taxes for 2002 were $2.0 million compared to
$1.5 million in 2001 and $1.8 million in 2000.
For 2002 compared to 2001, the increase in production taxes was primarily
due to a reduction in the number of wells that qualify for severance tax refunds
in 2002. Our effective production tax rate in 2002 was 5.4% of pre-hedge oil and
natural gas sales revenue, compared to 3.7% in 2001.
For 2001 compared to 2000, the decrease in production taxes was primarily
related to production tax refunds on wells that qualify for reduced severance
tax rates. Our effective production tax rate in 2001 was 3.7% of pre-hedge oil
and natural gas sales revenue, compared to 6.2% in 2000.
General and administrative expenses. General and administrative expenses
for 2002 were $5.0 million, compared to $3.6 million in 2001 and $3.1 million in
2000.
For 2002 compared to 2001, the increase in general and administrative
expenses included a non-recurring charge for non-cash compensation expense of
$596,000 related to vesting of options by an officer who left the company.
Excluding this non-cash charge, general and administrative expenses for 2002
increased 20% to $4.4 million. Other items contributing to the increase in
general and administrative expenses include the cost associated with bringing
our oil and natural gas marketing activities in house, increased payroll and
benefit expense, higher office rent expense, higher other office expenses and an
increase in corporate insurance expense.
For 2001 compared to 2000, general and administrative expenses increased
17%. This increase was primarily due to an increase in employee payroll and
benefit expense, office expense, public company expense and contract and
professional expense.
Depletion of oil and natural gas properties. Depletion of oil and natural
gas properties in 2002 was $14.6 million compared to $13.2 million in 2001 and
$7.9 million in 2000.
For 2002 compared to 2001, a $0.08 increase in our depletion rate accounted
for $800,000 of the change and higher production volumes accounted for $584,000
of the change. This increase in our per unit depletion expense was due to
additional future development cost related to our Floyd Fault Block Field
discovery.
For 2001 compared to 2000, depletion expense increased $5.3 million.
Increased production volumes accounted for $4.1 million of this increase and a
$0.18 increase in our depletion rate accounted for a $1.2 million of the
increase. The increase in the depletion rate per unit is primarily due to an
increase in the estimated cost required to fully develop our Home Run Field.
Net interest expense. Net interest expense for 2002 was $6.2 million
compared to $6.7 million in 2001 and $9.9 million in 2000.
2002 2001 2000
-------- -------- --------
(IN THOUSANDS)
Interest on outstanding indebtedness(1) . . . . . . . $ 5,878 $ 7,081 $10,327
Commitment fees . . . . . . . . . . . . . . . . . . . 3 29 43
Amortization of deferred loan and debt issuance cost. 1,191 1,372 1,283
Amortization of debt discount . . . . . . . . . . . . - - 673
Other general interest expense. . . . . . . . . . . . 44 47 352
Capitalized interest expense. . . . . . . . . . . . . (878) (1,848) (2,772)
-------- -------- --------
Net interest expense. . . . . . . . . . . . . . . . $ 6,238 $ 6,681 $ 9,906
======== ======== ========
Weighted average debt outstanding . . . . . . . . . . $95,562 $90,646 $97,424
Average interest rate on outstanding indebtedness(2). 6.2% 7.8% 10.6%
<FN>
_______________________________
(1) Includes $1.1 million, $721,000 and $4.6 million in interest expense on our
subordinated notes that was paid in kind through the issuance of additional
debt in lieu of cash, for 2002, 2001 and 2000, respectively.
(2) Calculated as the sum of interest expense on outstanding indebtedness and
commitment fees divided by weighted average debt outstanding for the
period.
For 2002 compared to 2001, the change in net interest expense was primarily
due to a lower average interest rate on outstanding indebtedness during 2002 and
to a lesser extent on a decrease in the amount of deferred loan fees amortized.
The change in the average interest rate on our outstanding borrowings was due to
a decrease in the London Interbank Offered Rate (LIBOR), which is used to
determine the interest rate on borrowings outstanding under our senior credit
facility. The average interest rate on borrowings outstanding under our senior
credit facility during 2002 was 5.0% compared to 7.2% in 2001. At December 31,
2002, the interest rate on borrowings outstanding under our senior credit
facility was 4.5%.
For 2001 compared to 2000, the change in net interest expense was primarily
due to a lower weighted average outstanding debt balance and a lower average
interest rate on our outstanding borrowings during 2001. The repurchase of $51.2
million in subordinated notes in November 2000 that bore annual interest rates
of 12% to 14% was the primary reason the for the decrease in our weighted
average debt balance and lower average interest rate in 2001. A decrease in the
average interest rate on borrowings outstanding under our senior credit facility
due to a lower London Interbank Offered Rate (LIBOR) during also contributed to
the decrease in our average interest rate.
Other income (expense). Other income (expense) in 2002 was an expense of
$310,000 compared to $8.1 million in income in 2001 and $9.5 million in expense
in 2000. Other income (expense) consists primarily of items related to the
change in the fair market value and the related cash flows of certain oil and
natural gas derivative contracts that do not qualify for hedge accounting
treatment. Other income (expense) in 2002 included (i) $384,000 in non-cash
income related to the change in the fair market value of derivative contracts
during the period that did not qualify for hedge accounting treatment, (ii)
$121,000 in non-cash expense related to the ineffective portion of hedging
transactions, and (iii) $559,000 of expenses related to cash settlements on
derivative contracts that did not qualify for hedge accounting treatment. Other
income (expense) in 2001 included (i) $9.7 million of non-cash income related to
the change in the fair market value of derivative contracts during the period,
and (ii) $1.5 million of expenses related to cash settlements on derivative
contracts that did not qualify for hedge accounting treatment. Other income
(expense) in 2000 included (i) $8.9 million of non-cash expense related to the
change in the fair market value of derivative contracts during the period, and
(ii) $620,000 of expenses related to cash settlements on derivative contracts
that did not qualify for hedge accounting treatment.
Debt Conversion expense. Debt conversion expense of $630,000 represents the
costs and fees we incurred to execute the conversion of $10 million of our
senior debt to common stock. Our total outstanding indebtedness at December 31,
2002 was $81.8 million, compared to $91.7 million at December 31, 2001. There
were no similar expenses in prior periods.
Gain on refinancing of senior subordinated notes. In November 2000, we
repurchased all of our debt and equity securities held by affiliates of Enron
North America at a substantial discount. With a portion of the proceeds from two
new financing transactions, we repurchased all of the Enron Affiliates'
interests, which included (i) $51.2 million of senior subordinated notes due
2003 (which bore interest at annual rates of 12% to 14%) and associated accrued
interest obligations, (ii) warrants to purchase an aggregate of one million
shares of our common stock at $2.43 per share, and (iii) 1,052,632 shares of
common stock, for total cash consideration of $20 million. As a result of the
repurchase of the senior subordinated notes due 2003 at a discount to the
principal amount outstanding, we recorded a gain of $32.3 million in the fourth
quarter of 2000. There were no similar items during 2002 or 2001.
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of capital have been funds generated by operations, our
senior credit and subordinated notes facility, public and private equity
financings and the sale of interests in projects and properties. Our level of
earnings and cash flows depends on market prices that we receive for our oil and
natural gas production, our ability to find and produce hydrocarbons and our
ability to control and reduce cost.
Our primary sources of cash during 2002 were funds generated from
operations, proceeds from the sale of our Series B preferred stock and
borrowings under our subordinated notes facility. Funds were used primarily for
costs associated with drilling, land acquisition and 3-D seismic acquisition,
processing and interpretation and to reduce the level of borrowings under our
senior credit facility.
Cash Flows Provided (Used) By Operating Activities
2002 2001 2000
------- ------- ---------
(IN THOUSANDS)
Operating cash flow before changes in working capital. $20,010 $18,097 $ 8,581
Changes in working capital . . . . . . . . . . . . . . 8,963 825 $(13,216)
------- ------- ---------
Net cash flow provided (used) by operating activities. $28,973 $18,922 $ (4,635)
======= ======= =========
For 2002 compared to 2001, cash flows provided by operating activities
increased by $10.0 million. This change included a $1.9 million increase in cash
flow provided by operating activities before changes in working capital and an
$8.1 million increase in cash flow from changes in working capital activities.
The change in cash flow provided by operating activities (exclusive of changes
in working capital) was due to an increase in revenue from the sale of oil and
natural gas, a decrease in cash interest expense and a decrease in cash
settlements on derivatives that do not qualify for hedging activities. These
changes were partially offset by increases in our lease operating expense,
production taxes, cash general and administrative expense and debt conversion
cost.
For 2001 compared to 2000, cash flows provided by operating activities
increased by $23.6 million. This change included a $9.5 million (exclusive of
changes in working capital) increase. This increase is due to an increase in
revenue from the sale of oil and natural gas which was partially offset by an
increase in lease operating expense, cash general and administrative expenses,
cash interest expense and increase in cash losses on the settlement of
derivative contracts that do not qualify for hedge accounting treatment.
Cash Flows Used By Investing Activities
2002 2001 2000
------- ------- -------
(IN THOUSANDS)
Net cash flow used by investing activities $27,206 $33,571 $26,071
======= ======= =======
Our primary capital requirements are for cost associated with drilling,
land acquisition and 3-D seismic acquisition, processing and interpretation. Our
initial capital budget at the start of 2002 was projected to be $23.7 million
and was down 33% when compared to capital expenditures in 2001. Due to lower
forecasted oil and natural gas prices at the time, the reduced capital
expenditure program reflected our desire to fund our capital expenditure program
with cash flow generated from operations, cash on hand at the start of the year
and availability under our senior subordinated notes facility. As the year
progressed, we increased our capital budget to partially account for the
increase in commodity prices.
For 2002 compared to 2001, cash flows used by investing activities
decreased 19%. This change is primarily due to a reduction in capital spending
on oil and gas properties.
For 2001 compared to 2000, cash flows used by investing activities
increased 29%. This change is primarily due to an increase in capital spending
on oil and gas activities.
Cash Flows Provided By Financing Activities
2002 2001 2000
------ ------- -------
(IN THOUSANDS)
Net cash flow provided by financing activities $8,439 $18,924 $28,801
====== ======= =======
Over the past three years, we have reduced our reliance on external sources
to fund our capital expenditure programs. For 2002, net cash flow provided by
financing activities decreased by $10.5 million compared to 2001 and by $20.4
million when compared to 2000. The decrease in our reliance on external sources
to fund our capital expenditures has primarily been the result of an increase in
the cash flow generated by our operating activities and reduced capital
spending.
In 2002, cash inflows from financing activities included $4.0 million of
additional borrowing under subordinated notes facility, $9.4 million in net
proceeds from the issuance of $10 million in Series B preferred stock and
warrants to purchase our common stock and $921,000 in proceeds from the exercise
of options and warrants that resulted in the issuance of 376,409 shares of our
common stock. These inflows were partially offset by the repayment of $5.0
million of outstanding indebtedness under our senior credit facility and debt
issue cost of $0.6 million. The remainder of the cash inflows will be used to
fund our capital expenditures, fund working capital obligations and repay
outstanding indebtedness under our senior credit facility.
In 2001, cash inflows from financing activities included $9.0 million of
additional borrowing under our subordinated notes facility, $9.8 million of net
proceeds from the issuance of $10 million in Series A preferred stock and
warrants to purchase of our common stock and $252,000 in proceeds from the
exercise of options that resulted in the issuance of 97,474 shares of our common
stock. These cash inflows were used to fund capital expenditures and working
capital obligations.
During 2000, cash inflows from financing activities included $19.0 million
in additional borrowings under our senior credit facility, $7.0 million of
borrowing under subordinated notes facility, $20.1 million in net proceeds from
the issuance of $20.0 million in Series A preferred stock and warrants to
purchase of our common stock, $4.2 million in net proceeds from the sale of 2.2
million shares of our common stock and the payment of $902,000 in loan cost.
These inflows were partially offset by our purchase of $51.2 million of our
outstanding subordinated notes and associated accrued interest, warrants to
purchase one million shares of common stock at $2.43 per share and 1.1 million
shares of our common stock, for total cash consideration of $20.0 million. The
remainder of the net proceeds were used to fund capital expenditures and working
capital obligations.
Senior Credit Facility
At December 31, 2002, we had $60.0 million of indebtedness outstanding
under our senior credit facility. In December 2002, DLJ Merchant Banking
Partners III, L.P. in conjunction with GlobalEnergy Partners, affiliates of CSFB
Private Equity, purchased $10 million of our senior credit from Shell Capital
and converted it into 2,564,102 shares of our common stock, at an exercise price
of $3.90 per share. We also used $5.0 million of the net proceeds from the
issuance of Series B preferred stock and warrants to repay indebtedness
outstanding under our senior credit facility. The credit facility agreement
contains various covenants and restrictive provisions which limit our capital
spending on land and seismic, ability to incur additional indebtedness, sell
properties, pay dividends, purchase or redeem our capital stock, make
investments or loans, create liens and make certain acquisitions. The senior
credit facility requires us to maintain a current ratio (as defined) of at least
1 to 1 and an interest coverage ratio (as defined) of at least 2.5 to 1. Our
current ratio at December 31, 2002 and interest coverage ratio for the
twelve-month period ending December 31, 2002, were 1.3 to 1 and 3.4 to 1,
respectively. In December 2002, the maturity on our senior credit facility was
extended by one year to December 31, 2004.
In March 2003, we replaced our senior credit facility with a new senior
credit facility that provides for a maximum $80 million in commitments and an
initial borrowing base of $70 million and matures in March 2006. Borrowings
under the new credit facility are secured by substantially all of our oil and
natural gas properties and other tangible assets and bear interest at either the
base rate of Societe Generale or London Interbank Offered Rate (LIBOR), at our
option, plus a margin that varies
according to facility usage. Interest is paid quarterly. The collateral value
and borrowing base are redetermined periodically. The unused portion of the
committed borrowing base is subject to an annual commitment fee of 0.5%. As of
March 21, 2003, we had $56 million of borrowings outstanding and $14 million in
additional borrowing capacity under our new senior credit facility.
The new senior credit facility agreement contains various covenants and
restrictive provisions which limit our ability to incur additional indebtedness,
sell properties, purchase or redeem our capital stock, make investments or
loans, create liens and make certain acquisitions. The new senior credit
facility requires us to maintain a current ratio (as defined) of at least 1 to 1
and an interest coverage ratio (as defined) of at least 3.25 to 1. Should we be
unable to comply with these or other covenants, our senior lenders may be
unwilling to waive compliance or amend the covenants in the future. In such
instance, our liquidity may be adversely affected, which could in turn have an
adverse impact on our future financial position and results of operations. If we
should fail to perform our obligations under these and other covenants, the
revolving credit commitment could be terminated and any outstanding borrowings
under the facility could be declared immediately due and payable.
Senior Subordinated Notes
As of December 31, 2002, we had $21.8 million of senior subordinated notes
outstanding. The notes bear interest at 10.75% per annum, payable quarterly in
arrears on the last day of January, April, July and October, are redeemable at
our option for face value at any time and have no principal repayment
obligations until maturity in October 2005. At our option, up to 50% of the
interest payments on the senior subordinated notes can be satisfied by payment
in kind through the issuance of additional senior subordinated notes in lieu of
cash. In December 2002, as part of the exchange of our common stock for warrants
and debt conversion rights held by Shell Capital, we extended our option to
satisfy 50% of our interest obligation through the issuance of additional
subordinated notes through October 2003. For the year ended December 31, 2002,
we exercised this option and issued an additional $1.1 million in senior
subordinated notes. As of March 21, 2003, we have exercised this option and have
issued approximately $2.1 million in additional senior subordinated notes. As of
March 21, 2003, we had $22.1 million of borrowings outstanding with no
additional borrowing capacity under our senior subordinated notes facility.
The senior subordinated notes are issued pursuant to a senior subordinated
notes facility dated October 31, 2000, which was amended and restated on March
21, 2003. Under the facility, Shell Capital agreed to provide up to $20 million
(plus any amount of interest paid in kind) in senior subordinated notes in
borrowing increments of at least $1 million. Once borrowings under the
subordinated notes facility have been repaid, they cannot be withdrawn. The
senior subordinated notes are secured obligations ranking junior to our new
senior credit facility and have covenants similar to the new senior credit
facility. Our current ratio at December 31, 2002 and interest coverage ratio for
the twelve-month period ending December 31, 2002, were 1.3 to 1 and 3.4 to 1,
respectively.
In October 2000, in connection with the senior subordinated notes facility,
we issued warrants to purchase 1,250,000 shares of our common stock at an
exercise price of $3.00 per share. Brigham valued the warrants using the
Black-Scholes Option Pricing Model and recorded the estimated value of $2.9
million as deferred loan costs which are being amortized over the five-year term
of the senior subordinated notes facility. In December 2002, as part of the
exchange of our common stock for warrants and debt conversion rights held by
Shell Capital, the warrants to purchase 1,250,000 shares of our common stock at
$3.00 per share were extinguished.
Series A Preferred Stock
We have issued two tranches of mandatorily redeemable Series A preferred
stock to CSFB Private Equity. The first tranche, $20 million, was issued in
November 2000 and the second tranche,
$10 million, was issued March 2001. We are required to pay dividends on our
Series A preferred stock. At our option, these dividends may be paid in cash at
a rate of 6% per annum or paid in kind through the issuance of additional shares
of preferred stock in lieu of cash at a rate of 8% per annum. Our option to pay
dividends in kind on the first tranche expires in October 2005 and the second
tranche expires in March 2006. To date, we have satisfied all of the dividend
payments with issuance of additional shares of Series A preferred stock. The
Series A preferred stock has a ten-year maturity and is redeemable at our option
at 100% or 101% of the stated value per share (depending upon certain
conditions) at anytime prior to maturity. As of March 21, 2003 the liquidation
value of the Series A preferred stock was $35.9 million including accrued but
unpaid dividends. Approximately $5.9 million of the liquidation value represents
additional Series A preferred stock issued and accrued to satisfy our dividend
payments.
In connection with the two tranches of Series A preferred stock, we issued
to CSFB Private Equity warrants to purchase our common stock. With the first
tranche we issued warrants to purchase 6,666,667 shares of our common stock at
an exercise price of $3.00. With the second tranche we issued warrants to
purchase 2,105,263 shares of our common stock at an exercise price of $4.75. In
connection with the December 2002 Series B preferred stock and warrant offering
(see Series B Preferred Stock below), the exercise price of the warrants
originally issued with the second tranche of Series A preferred stock was reset
to $4.35. To exercise the warrants, CSFB Private Equity has the option to use
either cash or shares of our Series A preferred stock with an aggregate value
equal to the exercise price.
Series B Preferred Stock
In December 2002, we issued CSFB Private Equity 500,000 shares of our
Series B preferred stock with a stated value of $20.00 per share. Net proceeds
from the offering were $9.4 million and were used to reduce borrowings under our
senior credit facility and fund our drilling program and working capital
requirements. The Series B preferred stock has terms similar to our Series A
preferred stock. We are required to pay dividends on our Series B preferred
stock. At our option, these dividends may be paid in cash at a rate of 6% per
annum or paid in kind through the issuance of additional shares of preferred
stock in lieu of cash at a rate of 8% per annum. Our option to pay dividends in
kind on our Series B preferred stock expires in December 2007. The Series B
preferred stock can be redeemed at our option after December 2007 and is
mandatorily redeemable in December 2012.
As of March 21, 2003 the liquidation value of the Series B preferred stock
was $10.2 million including accrued but unpaid dividends in kind. Approximately
$0.2 million of the liquidation value represents additional Series B preferred
stock issued and accrued to satisfy our dividend payments.
In connection with the Series B preferred stock offering, we issued to CSFB
Private Equity warrants to purchase 2,298,851 shares of our common stock at an
exercise price of $4.35 per share. To exercise the warrants, CSFB has the option
to use either cash or shares of our Series B preferred stock with an aggregate
value equal to the exercise price. In the event that our stock price averages at
least $6.525 for 60 sixty consecutive trading days, then the warrants must be
exercised if we so require. For financial reporting purposes, the warrants
issued with the Series B preferred stock were valued at approximately $4.6
million using the Black Scholes Option Pricing model and were recorded as
additional paid in capital in December 2002.
Capital Expenditures
2002 2001 2000
-------- -------- --------
(IN THOUSANDS)
Drilling. . . . . . . . . . . . . . . . . . . . . . . $19,800 $27,209 $18,461
Land and G&G. . . . . . . . . . . . . . . . . . . . . 3,751 2,750 4,585
Capitalized G&A and interest. . . . . . . . . . . . . 5,657 6,050 6,300
Proceeds from participants and sales. . . . . . . . . (1,524) (397) (4,002)
-------- -------- --------
Total capital expenditures on oil & gas properties. $27,684 $35,612 $25,344
-------- -------- --------
Other property and equipment. . . . . . . . . . . . . 249 241 135
-------- -------- --------
Total capital expenditures. . . . . . . . . . . . . $27,933 $35,853 $25,479
======== ======== ========
Our capital-spending budget for 2003 is $39.3 million. The majority of our
planned 2003 expenditures will be directed towards drilling our prospect
inventory in a continued effort to focus resources on our primary objective of
growing production volumes and cash flow. For 2003, we expect to spend
approximately $27.9 million to drill 41 wells with an average working interest
of 36%. Capitalizing on the prior exploration successes at the Home Run, Mills
Ranch, Triple Crown, Floyd Fault Block and Providence Fields, approximately 60%
of our 2003 drilling expenditures are dedicated to development drilling.
Spending will be funded by our operating cash flow, cash on hand at the start of
the year and available capacity under our new senior credit facility. Capital
expenditures for 2003 are expected to be up approximately 42% over 2002. This
increase is primarily attributable to a more robust current and forecasted
commodity price environment and to lesser degree our additional financial
flexibility resulting from the CSFB Private Equity Financings completed in
December 2002.
Actual capital spending may vary and is subject to changing market
condition. The 2003 capital expenditure budget was developed using certain
assumed price levels for the sales of crude oil and natural gas and forecasted
production growth. Changes in commodity prices or variances from forecasted
production growth could impact our cash flows from operations and funds
available for reinvestment. For example, shortfalls in budgeted cash flows from
operations could result in the reduction of the our capital spending program,
increases in borrowing under our new senior credit facility, issuance of
additional equity or debt securities or divestments of properties. We evaluate
our level of capital spending throughout the year based upon drilling results,
commodity prices and cash flows from operations.
Contractual Obligations
The following schedule summarizes our known contractual cash obligations at
December 31, 2002 and the effect such obligations are expected to have on our
liquidity and cash flow in future periods.
PAYMENTS DUE BY YEAR
--------------------------------------------------------
TOTAL
OUTSTANDING 2003 2004-2005 2006-2007 THEREAFTER
------------ ----- ---------- ---------- -----------
Senior credit facility . . . . . . . . . . . . . . . $ 60,000 $ - $ 60,000 $ - $ -
Subordinated notes facility. . . . . . . . . . . . . 21,797 - 21,797 - -
Non-cancelable operating leases. . . . . . . . . . . 3,983 885 1,770 1,328 -
Manditorily redeemable, Series A preferred stock(a). 35,303 - - - 35,303
Manditorily redeemable, Series B preferred stock(b). 10,025 - - - 10,025
------------ ----- ---------- ---------- -----------
Total Contractual Cash Obligations . . . . . . . . . $ 131,108 $ 885 $ 83,567 $ 1,328 $ 45,328
============ ===== ========== ========== ===========
_______________________________
(a) CSFB Private Equity can use $29.2 million of this Series A preferred stock
to pay the warrant exercise price to purchase 6,666,667 shares of our
common stock for $3.00 per share and 2,105,263 shares of our common stock
for $4.35 per share. If the price of our common stock trades above $5.00
per share for 60 consecutive trading days, we can require CSFB Private
Equity to exercise the warrants to purchase 6,666,667 shares of our common
stock for $3.00 per share. If the price of our common stock averages above
$6.525 for 60 consecutive trading days, we can require CSFB Private Equity
to exercise the warrants to purchase 2,105,263 shares of our common stock
for $4.35 per share. If we require CSFB Private Equity to exercise either
of these warrants, we will be required to use the proceeds from the
exercise to retire Series A preferred stock. The Series A preferred stock
is redeemable at our option at 100% or 101% of the stated value (depending
upon certain conditions) at anytime prior to maturity.
(b) CSFB Private Equity can use $10.0 million of this Series B preferred stock
to pay the warrant exercise price to purchase 2,298,851 shares of our
common stock for for $4.35 per share. If the price of our common stock
averages $6.525 for 60 consecutive trading days, we can require CSFB
Private Equity to exercise the warrants to purchase 2,298,851 shares of our
common stock for $4.35 per share. If we require CSFB Private Equity to
exercise these warrants, we will be required to use the proceeds from the
exercise to retire Series B preferred stock and we will be required to
retire any Series B preferred that remains outstanding. The Series B
preferred stock is redeemable at our option at 100% or 101% of the stated
value (depending upon certain conditions) at anytime after December 2007.
Some of our commodity price risk management arrangements have required us
to deliver cash collateral or other assurances of performance to the
counterparties in the event that our payment obligations with respect to our
commodity price risk management transactions exceed certain levels. At December
31, 2002, we were required to post $1.9 million in collateral. It is not
anticipated that we will be required to post cash collateral with the new senior
credit facility. However, future requirements are uncertain and will depend on
arrangements with our counterparities and highly volatile oil and natural gas
prices.
OTHER MATTERS
Reconciliation of Non-GAAP Measures
EBITDA is defined as net income (loss) plus interest expense, depletion,
depreciation and amortization expenses, deferred income taxes and other non-cash
items.
We believe that operating income is the financial measure calculated and
presented in accordance with generally accepted accounting principles that is
most directly comparable to EBITDA as defined. The following table reconciles
EBITDA as defined with our operating income, as derived from our financial
statements.
2002 2001 2000
-------- -------- --------
(IN THOUSANDS)
Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,435 $10,025 $ 3,647
Depletion, depreciation and amortization . . . . . . . . . . . . . . 15,034 13,888 8,540
Non-cash compensation expense. . . . . . . . . . . . . . . . . . . . 596 - -
Interest Income. . . . . . . . . . . . . . . . . . . . . . . . . . . 119 264 108
Cash settlements on derivatives not qualifying for hedge accounting
Treatment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (559) (1,492) (620)
Amortization of deferred loss on derivative instruments. . . . . . . - - 280
Cash portion of other income/(expense) . . . . . . . . . . . . . . . (14) - -
-------- -------- --------
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $24,611 $22,685 $11,955
======== ======== ========
Derivative Instruments
Our results of operations and operating cash flow are impacted by changes
in market prices for oil and gas. We believe the use of derivative instruments,
although not free of risk, allows us to reduce our exposure to oil and natural
gas sales price fluctuations and thereby achieve a more predictable cash flow.
While the use of derivative instruments limits the downside risk of adverse
price movements, their use may also limit future revenues from favorable price
movements. Moreover, our hedging arrangements generally do not apply to all of
our production and thus provide only partial price protection against declines
in commodity prices. We expect that the amount of our hedges will vary from time
to time. See "-Risk Factors-Our Hedging Transactions May Not Prevent Losses" and
"Item 7A. Quantitative and Qualitative Disclosures About Market Risk".
Effects of Inflation and Changes in Prices
Our results of operations and cash flows are affected by changing oil and
natural gas prices. If the price of oil and natural gas increases (decreases),
there could be a corresponding increase (decrease) in revenues as well as the
operating costs that we are required to bear for operations. Inflation has had a
minimal effect on us.
Environmental and Other Regulatory Matters
Our business is subject to certain federal, state and local laws and
regulations relating to the exploration for and the development, production and
marketing 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 we believe that we are in substantial compliance with all
applicable laws and regulations, the requirements imposed by laws and
regulations are frequently changed and subject to interpretation, and we cannot
predict the ultimate cost of compliance with these requirements or their effect
on our operations. Any suspensions, terminations or inability to meet applicable
bonding requirements could materially adversely affect our financial condition
and operations. Although significant expenditures may be required to comply with
governmental laws and regulations applicable to us, compliance has not had a
material adverse effect on our earnings or competitive position. Future
regulations may add to the cost of, or significantly limit, drilling activity.
See "-Risk Factors-We Are Subject To Various Governmental Regulations And
Environmental Risks" and "Item 1. Business-Governmental Regulation" and "Item 1.
Business-Environmental Matters".
FORWARD LOOKING INFORMATION
We or our representatives may make forward looking statements, oral or
written, including statements in this report, press releases and filings with
the SEC, regarding estimated future net revenues from oil and natural gas
reserves and the present value thereof, planned capital expenditures (including
the amount and nature thereof), increases in oil and gas production, the number
of wells we anticipate drilling during 2003 and our financial position, business
strategy and other plans and objectives for future operations. Although we
believe that the expectations reflected in these forward looking statements are
reasonable, there can be no assurance that the actual results or developments
anticipated by us will be realized or, even if substantially realized, that they
will have the expected effects on our business or operations. Among the factors
that could cause actual results to differ materially from our expectations are
general economic conditions, inherent uncertainties in interpreting engineering
data, operating hazards, delays or cancellations of drilling operations for a
variety of reasons, competition, fluctuations in oil and gas prices,
availability of sufficient capital resources to us or our project participants,
government regulations and other factors set forth among the risk factors noted
below or in the description of our business in Item 1 of this report. All
subsequent oral and written forward looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by these
factors. We assume no obligation to update any of these statements.
RISK FACTORS
We Are Substantially Leveraged
Our outstanding long-term debt was $81.8 million as of December 31, 2002,
and $78.1 million as of March 21, 2003. The credit agreements related to our new
senior credit facility and senior subordinated notes facility limit the amount
of additional debt borrowings, including borrowings under these facilities or
other senior or subordinated indebtedness. As of March 21, 2003, we had $14
million of additional borrowing capacity under our new senior credit facility
and no additional borrowing availability under our senior subordinated notes
facility.
Our level of indebtedness will have several important effects on our
operations, including those listed below.
- We will dedicate a substantial portion of our cash flow from
operations to the payment of interest on our indebtedness and to the
payment of our other current obligations, and will not have these cash
flows available for other purposes.
- The covenants in our credit facilities limit our ability to borrow
additional funds or dispose of assets and may affect our flexibility
in planning for, and reacting to, changes in business conditions.
- Our ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions, general corporate
purposes or other purposes may be impaired.
We may also be required to alter our capitalization significantly to
accommodate future exploration, development or acquisition activities. These
changes in capitalization may significantly alter our leverage and dilute the
equity interests of existing stockholders. Our ability to meet our debt service
obligations and to reduce our total indebtedness will be dependent upon our
future performance, which will be subject to general economic conditions and to
financial, business and other factors affecting our operations, many of which
are beyond our control. We cannot assure you that our future performance will
not be harmed by such economic conditions and financial, business and other
factors. See "-Liquidity and Capital Resources".
We Have Substantial Capital Requirements
We make and will continue to make substantial capital expenditures in our
exploration and development projects. While we believe that our cash flow from
operations, remaining availability under our new senior credit facility and 2003
beginning cash balance should allow us to finance our planned operations through
2003 based on current conditions and expectations, additional financing could be
required in the future to fund our exploration and development activities. We
cannot assure you that we will be able to secure additional financing on
reasonable terms or at all, or that financing will continue to be available to
us under our existing or new financing arrangements. Without additional capital
resources, our drilling and other activities may be limited and our business,
financial condition and results of operations may suffer. See "-Liquidity and
Capital Resources".
Volatility Of Oil And Gas Markets Affects Us; Oil And Natural Gas Prices Are
Volatile
Our revenues, operating results and future rate of growth depend highly
upon the prices we receive for our oil and natural gas production. Historically,
the markets for oil and natural gas have been volatile and are likely to
continue to be volatile in the future. Market prices of oil and natural gas
depend on many factors beyond our control, including:
- worldwide and domestic supplies of oil and natural gas;
- the ability of the members of the Organization of Petroleum Exporting
Countries to agree to and maintain oil price and production controls;
- political instability or armed conflict in oil-producing regions;
- the price and level of foreign imports;
- the level of consumer demand;
- the price and availability of alternative fuels;
- the availability of pipeline capacity;
- weather conditions;
- domestic and foreign governmental regulations and taxes; and
- the overall economic environment.
We cannot predict future oil and natural gas price movements with
certainty. During 2002, the high and low settlement prices for oil on the NYMEX
were $32.72 per Bbl and $17.97 per Bbl, and the high and low settlement prices
for natural gas on the NYMEX were $5.34 per MMBtu and $1.91 per MMBtu.
Significant declines in oil and natural gas prices for an extended period may
have the following effects on our business:
- limit our financial condition, liquidity, ability to finance planned
capital expenditures and results of operations;
- reduce the amount of oil and natural gas that we can produce
economically;
- cause us to delay or postpone some of our capital projects;
- reduce our revenues, operating income and cash flow; and
- reduce the carrying value of our oil and natural gas properties.
Our Hedging Transactions May Not Prevent Losses
In an attempt to reduce our sensitivity to energy price volatility, we use
swap and collar hedging arrangements that generally result in a fixed price or a
range of minimum and maximum price limits over a specified monthly time period.
If we do not produce our oil and natural gas reserves at rates equivalent to our
hedged position, we would be required to satisfy our obligations under hedging
contracts on potentially unfavorable terms without the ability to hedge that
risk through sales of comparable quantities of our own production. This
situation occurred during portions of 2000, due in part to our sale of certain
producing reserves in mid-1999. As a result, our cash flow was significantly
reduced in 2000. Because the terms of our hedging contracts are based on
assumptions and estimates of numerous factors such as cost of production and
pipeline and other transportation and marketing costs to delivery points,
substantial differences between the hedged prices and actual results could harm
our anticipated profit margins and our ability to manage the risk associated
with fluctuations in oil and natural gas prices. Hedging contracts limit the
benefits we will realize if actual prices rise above the contract prices. We
could be financially harmed if the other party to the hedging contracts proves
unable or unwilling to perform its obligations under such contracts. See "-Other
Matters-Derivative Instruments" and "Item 7A. Quantitative and Qualitative
Disclosures About Market Risk".
Exploratory Drilling Is A Speculative Activity Involving Numerous Risks And
Uncertain Costs; We Are Dependent On Exploratory Drilling Activities
Our revenues, operating results and future rate of growth depend highly
upon the success of our exploratory drilling program. Exploratory drilling
involves numerous risks, including the risk that we will not encounter
commercially productive natural gas or oil reservoirs. We cannot always predict
the cost of drilling, and we may be forced to limit, delay or cancel drilling
operations as a result of a variety of factors, including:
- unexpected drilling conditions;
- pressure or irregularities in formations;
- equipment failures or accidents;
- adverse weather conditions;
- compliance with governmental requirements; and
- shortages or delays in the availability of drilling rigs and the
delivery of equipment.
We may not be successful in our future drilling activities because even
with the use of 3-D seismic and other advanced technologies, exploratory
drilling is a speculative activity. We could incur losses because our use of 3-D
seismic data and other advanced technologies requires greater predrilling
expenditures than traditional drilling strategies. Even when fully utilized and
properly interpreted, our 3-D seismic data and other advanced technologies only
assist us in identifying subsurface structures and do not indicate whether
hydrocarbons are in fact present in those structures. Because we interpret the
areas desirable for drilling from 3-D seismic data gathered over large areas, we
may not acquire option and lease rights until after the seismic data is
available and, in some cases, until the drilling locations are also identified.
Although we have identified numerous potential drilling locations, we cannot
assure you that we will ever lease, drill or produce oil or natural gas oil from
these or any other potential drilling locations. We cannot assure you that we
will be successful in our drilling activities, that our overall drilling success
rate for activity within a particular province will not decline, or that our
completed wells will ultimately produce our estimated economically recoverable
reserves. Unsuccessful drilling activities could materially harm our operations
and financial condition.
We Are Subject To Various Casualty Risks
Our operations are subject to hazards and risks inherent in drilling for
and producing and transporting oil and natural gas, such as:
- fires;
- natural disasters;
- formations with abnormal pressures;
- blowouts, cratering and explosions; and
- pipeline ruptures and spills.
Any of these hazards and risks can result in the loss of hydrocarbons,
environmental pollution, personal injury claims and other damage to our
properties and the property of others. See "Item 1. Business-Operating Hazards
and Uninsured Risks".
We May Not Have Enough Insurance To Cover Some Operating Risks
We maintain insurance coverage against some, but not all, potential losses
in order to protect against operating hazards. We may elect to self-insure if
our management believes that the cost of insurance, although available, is
excessive relative to the risks presented. We generally maintain insurance for
the hazards and risks inherent in drilling for and producing and transporting
oil and natural gas and believe this insurance is adequate. If an event occurs
that is not covered, or not fully covered, by insurance, it could harm our
financial condition and results of operations. In addition, we cannot fully
insure against pollution and environmental risks. See "Item 1.
Business-Operating Hazards and Uninsured Risks".
The Marketability Of Our Production Is Dependent On Facilities That We Typically
Do Not Own Or Control
The marketability of our production depends in part upon the availability,
proximity and capacity of natural gas gathering systems, pipelines and
processing facilities. We generally deliver natural gas through gas gathering
systems and gas pipelines that we do not own. Our ability to produce and market
oil and natural gas could be harmed by any dramatic change in market factors or
by:
- federal and state regulation of oil and natural gas production and
transportation;
- tax and energy policies;
- changes in supply and demand; and
- general economic conditions.
We Have Historical Operating Losses And Our Future Results May Vary
We cannot assure you that we will be profitable in the future. At December
31, 2002, we had an accumulated deficit of $24.4 million and total stockholders'
equity of $61.7 million. We have recognized the following annual net losses
since 1995: $1.6 million in 1995, $450,000 in 1996, $1.1 million (including a
net $1.2 million non-cash deferred income tax charge incurred in connection with
our conversion from a partnership to a corporation) in 1997, $33.3 million
(including a $25.9 million non-cash write-down in the carrying value of our oil
and natural gas properties) in 1998, and $21.6 million (including a $12.2
million non-cash loss on the sale of oil and natural gas properties) in 1999.
See "Item 6. Selected Financial Data".
Our Future Operating Results May Fluctuate
Our future operating results may fluctuate significantly depending upon a
number of factors, including:
- industry conditions;
- prices of oil and natural gas;
- rates of drilling success;
- capital availability;
- rates of production from completed wells; and
- the timing and amount of capital expenditures.
This variability could cause our business, financial condition and results
of operations to suffer. In addition, any failure or delay in the realization of
expected cash flows from operating activities could limit our ability to invest
and participate in economically attractive projects.
Maintaining Reserves And Revenues In The Future Depends On Successful
Exploration And Development
In general, production from oil and natural gas properties declines as
reserves are depleted, with the rate of decline depending on reservoir
characteristics. Except to the extent we conduct successful exploration and
development activities or acquire properties containing proved reserves, or
both, our proved reserves will decline as reserves are produced. Our future oil
and natural gas production depends highly upon our ability to economically find,
develop or acquire reserves in commercial quantities.
The business of exploring for or developing reserves is capital intensive.
Reductions in our cash flow from operations and limitations on or unavailability
of external sources of capital may impair our ability to make the necessary
capital investment to maintain or expand our asset base of oil and natural gas
reserves. In addition, we cannot be certain that our future exploration and
development activities will result in additional proved reserves or that we will
be able to drill productive wells at acceptable costs. Furthermore, although
significant increases in prevailing prices for oil and natural gas could cause
increases in our revenues, our finding and development costs could also
increase. Finally, we participate in a percentage of our wells as a
non-operator. The failure of an operator of our wells to adequately perform
operations, or an operator's breach of the applicable agreements, could harm us.
We Are Subject To Uncertainties In Reserve Estimates And Future Net Cash Flows
There is substantial uncertainty in estimating quantities of proved
reserves and projecting future production rates and the timing of development
expenditures. No one can measure underground accumulations of oil and natural
gas in an exact way. Accordingly, oil and natural gas reserve engineering
requires subjective estimations of those accumulations. Estimates of other
engineers might differ widely from those of our independent petroleum engineers.
Accuracy of reserve estimates depends on the quality of available data and on
engineering and geological interpretation and judgment. Our independent
petroleum engineers may make material changes to reserve estimates based on the
results of actual drilling, testing, and production. As a result, our reserve
estimates often differ from the quantities of oil and natural gas we ultimately
recover. Also, we make certain assumptions regarding future oil and natural gas
prices, production levels, and operating and development costs that may prove
incorrect. Any significant variance from these assumptions could greatly affect
our estimates of reserves, the economically recoverable quantities of oil and
natural gas attributable to any particular group of properties, the
classifications of reserves based on risk of recovery, and estimates of the
future net cash flows. See "Item 2. Properties-Oil and Natural Gas Reserves".
Actual future net cash flows from our oil and natural gas properties also
will be affected by factors such as:
- the amount and timing of actual production;
- supply and demand for oil and natural gas;
- limits or increases in consumption by gas purchasers; and
- changes in governmental regulations or taxation.
The timing of both our production and our incurrence of expenses in
connection with the development and production of oil and natural gas properties
will affect the timing of actual future net cash flows from proved reserves, and
thus their actual present value. In addition, the 10% discount factor we use
when calculating discounted future net cash flows in compliance with the SEC
reporting requirements may not necessarily be the most appropriate discount
factor based on interest rates in effect from time to time and risks associated
with us or the oil and gas industry in general.
We Face Significant Competition
We operate in the highly competitive areas of oil and natural gas
exploration, exploitation, acquisition and production with other companies. We
face intense competition from a large number of independent, technology-driven
companies as well as both major and other independent oil and natural gas
companies in a number of areas such as:
- seeking to acquire desirable producing properties or new leases for
future exploration;
- marketing our oil and natural gas production; and
- seeking to acquire the equipment and expertise necessary to operate
and develop those properties.
Many of our competitors have financial and other resources substantially in
excess of those available to us. This highly competitive environment could harm
our business. See "Item 1. Business-Competition".
We Are Subject To Various Governmental Regulations And Environmental Risks
Our business is subject to federal, state and local laws and regulations
relating to the exploration for, and the development, production and marketing
of, oil and natural gas, as well as safety matters. Although we believe we are
in substantial compliance with all applicable laws and regulations, legal
requirements are frequently changed and subject to interpretation, and we are
unable to predict the ultimate cost of compliance with these requirements or
their effect on our operations. We may be required to make significant
expenditures to comply with governmental laws and regulations.
Our operations are subject to complex environmental laws and regulations
adopted by federal, state and local governmental authorities. Environmental laws
and regulations change frequently, and the implementation of new, or the
modification of existing, laws or regulations could harm us. The discharge of
natural gas, oil, or other pollutants into the air, soil or water may give rise
to significant liabilities on our part to the government and third parties and
may require us to incur substantial costs of remediation. We cannot be certain
that existing environmental laws or regulations, as currently interpreted or
reinterpreted in the future, or future laws or regulations will not harm our
results of operations and financial condition. See "Item 1.
Business-Governmental Regulation" and "Item 1. Business-Environmental Matters".
Our Business May Suffer If We Lose Key Personnel
We have assembled a team of geologists and geophysicists who have
considerable experience in applying 3-D imaging technology to explore for and to
develop oil and natural gas. We depend upon the knowledge, skills and experience
of these experts to provide 3-D imaging and to assist us in reducing the risks
associated with our participation in oil and natural gas exploration and
development projects. In addition, the success of our business depends, to a
significant extent, upon the abilities and continued efforts of our management,
particularly Ben M. Brigham, our Chief Executive Officer, President and Chairman
of the Board. We have an employment agreement with Ben M. Brigham, but do not
have an employment agreement with any of our other employees. We have key man
life insurance on Mr. Brigham in the amount of $2 million. If we lose the
services of our key management personnel or technical experts, or are unable to
attract additional qualified personnel, our business, financial condition,
results of operations, development efforts and ability to grow could suffer. We
cannot assure you that we will be successful in attracting and retaining such
executives, geophysicists, geologists and engineers. See "Item 1.
Business-Exploration and Development Staff" and "Executive Officers of the
Registrant".
Control By Certain Stockholders And Certain Anti-Takeover Provisions May Affect
You; Certain Of Our Affiliates Control A Majority Of The Outstanding Common
Stock
As of March 21, 2003, our directors, executive officers and 10% or greater
stockholders, and certain of their affiliates, beneficially owned approximately
54% of our outstanding common stock. Accordingly, these stockholders, as a
group, will be able to control the outcome of stockholder votes, including votes
concerning the election of directors, the adoption or amendment of provisions in
our certificate of incorporation or bylaws, and the approval of mergers and
other significant corporate transactions. The existence of these levels of
ownership concentrated in a few persons makes it unlikely that any other holder
of common stock will be able to affect our management or direction. These
factors may also have the effect of delaying or preventing a change in our
management or voting control.
Certain Anti-Takeover Provisions May Affect Your Rights As A Stockholder
Our certificate of incorporation authorizes our Board of Directors to issue
up to 10 million shares of preferred stock without stockholder approval and to
set the rights, preferences and other designations, including voting rights, of
those shares as the Board of Directors may determine. These provisions, alone or
in combination with the other matters described in the preceding paragraph may
discourage transactions involving actual or potential changes in our control,
including transactions that otherwise could involve payment of a premium over
prevailing market prices to holders of our common stock. We are also subject to
provisions of the Delaware General Corporation Law that may make some business
combinations more difficult.
The Market Price Of Our Stock Is Volatile
The trading price of our common stock and the price at which we may sell
securities in the future is subject to large fluctuations in response to any of
the following: limited trading volume in our stock, changes in government
regulations, quarterly variations in operating results, our involvement in
litigation, general market conditions, the prices of oil and natural gas,
announcements by us and our competitors, our liquidity, our ability to raise
additional funds and other events.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Consolidated Financial Statements:
See Index to Financial Statements on page F-1.
2. No schedules are required
3. Exhibits:
The exhibits listed in the accompanying Index to Exhibits are filed or
incorporated by reference as part of the annual report.
(b) The following reports on Form 8-K were filed by Brigham during the last
quarter of the period covered by this Annual Report on Form 10-K:
(1) Filed November 8, 2002 on Item 5. Other Events (Regarding third
quarter 2002 operational and financial results)
(2) Filed December 27, 2002 on Item 5. Other Events (Regarding adoption of
Rule 10b 5-1 (c) plans by certain officers)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunder duly authorized, as of June 10, 2003.
BRIGHAM EXPLORATION COMPANY
By: /s/ Ben M. Brigham
------------------------------------------------------------
Ben M. Brigham
Chief Executive Officer, President and Chairman of the Board
CERTIFICATIONS
I, Bud M. Brigham, Chief Executive Officer of Brigham Exploration Company
(the "Registrant"), certify that:
1. I have reviewed this annual report on Form 10-K/A, Amendment No. 1, of
Brigham Exploration Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15-d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions and about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 10, 2003
/s/ Bud M. Brigham
- -----------------------------------
Bud M. Brigham
Chief Executive Officer, President
and Chairman of the Board
CERTIFICATIONS
I, Eugene B. Shepherd, Jr., Chief Financial Officer of Brigham Exploration
Company, (the "Registrant"), certify that:
1. I have reviewed this annual report on Form 10-K/A, Amendment No. 1, of
Brigham Exploration Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15-d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions and about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 10, 2003
/s/ Eugene B. Shepherd, Jr.
- -----------------------------------
Eugene B. Shepherd, Jr.
Chief Financial Officer
BRIGHAM EXPLORATION COMPANY
INDEX TO FINANCIAL STATEMENTS
PAGE
----
Report of Independent Accountants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
Consolidated Balance Sheets as of December 31, 2002 and 2001 . . . . . . . . . . . . . . . . . . . . F-3
Consolidated Statements of Operations for the Years Ended December 31, 2002, 2001 and 2000 . . . . . F-4
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2002, 2001 and 2000 F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2002, 2001 and 2000 . . . . . F-7
Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
and Stockholders of Brigham Exploration Company
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, of stockholders' equity and of
cash flows present fairly, in all material respects, the financial position of
Brigham Exploration Company (the "Company") and its subsidiaries at December 31,
2002 and 2001, and the results of their operations and their cash flows for the
three years in the period ended December 31, 2002 in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
As discussed in Note 2 to the consolidated financial statements, the
Company changed its method of accounting for derivative instruments and hedging
activities effective January 1, 2001.
As discussed in Note 10 to the consolidated financial statements, the
Company has restated diluted earnings per share data for 2001.
PricewaterhouseCoopers LLP
March 27, 2003
Dallas, Texas
BRIGHAM EXPLORATION COMPANY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
DECEMBER 31,
---------------------
2002 2001
---------- ---------
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,318 $ 5,112
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,361 9,113
Other current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,643 2,410
---------- ---------
Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,322 16,635
---------- ---------
Oil and natural gas properties, using the full cost method of accounting
Unproved. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,403 35,908
Proved. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 229,991 203,803
Accumulated depletion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (102,414) (87,820)
---------- ---------
164,980 151,891
---------- ---------
Other property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,234 1,331
Deferred loan fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,391 3,166
Other noncurrent assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132 52
---------- ---------
$ 202,059 $173,075
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,486 $ 8,146
Royalties payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,508 145
Accrued drilling costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,727 1,969
Participant advances received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,955 158
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,334 4,515
---------- ---------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,010 14,933
---------- ---------
Senior credit facility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,000 75,000
Senior subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,797 16,721
Other noncurrent liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 186 206
Commitments and contingencies
Series A Preferred Stock, mandatorily redeemable, $.01 par value, $20 stated and redemption value,
2,250,000 shares authorized, 1,765,132 and 1,630,692 shares issued and outstanding at December
31, 2002 and 2001, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,540 16,614
Series B Preferred Stock, mandatorily redeemable, $.01 par value, $20 stated and redemption value,
1,000,000 shares authorized, 501,226 shares issued and outstanding at December 31, 2002 . . . . 4,777 -
Stockholders' equity:
Preferred stock, $.01 par value, 10 million shares authorized, of which 2,250,000 and 1,000,000
shares are designated as Series A and Series B, respectively. . . . . . . . . . . . . . . . . - -
Common stock, $.01 par value, 50 million shares authorized, 20,618,161 and 17,127,650 shares
issued and 19,479,979 and 16,016,113 shares outstanding at December 31, 2002 and 2001,
respectivelyc 206 171
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93,436 80,466
Treasury stock, at cost; 1,138,182 and 1,111,537 shares at December 31, 2002 and 2001,
respectively. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,282) (4,165)
Unearned stock compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (212) (494)
Accumulated other comprehensive (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . (3,047) 351
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (24,352) (26,728)
---------- ---------
Total stockholders' equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,749 49,601
---------- ---------
$ 202,059 $173,075
========== =========
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
BRIGHAM EXPLORATION COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
YEAR ENDED DECEMBER 31,
----------------------------
2002 2001 2000
-------- -------- --------
Revenues:
Oil and natural gas sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $35,100 $32,293 $19,143
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 255 69
-------- -------- --------
35,176 32,548 19,212
-------- -------- --------
Costs and expenses:
Lease operating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,759 3,486 2,139
Production taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,977 1,511 1,786
General and administrative. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,971 3,638 3,100
Depletion of oil and natural gas properties . . . . . . . . . . . . . . . . . . . . . 14,594 13,211 7,920
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . 440 677 620
-------- -------- --------
25,741 22,523 15,565
-------- -------- --------
Operating income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,435 10,025 3,647
-------- -------- --------
Other income (expense):
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119 264 108
Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,238) (6,681) (9,906)
Debt conversion expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (630) - -
Gain on refinancing of senior subordinated notes. . . . . . . . . . . . . . . . . . . - - 32,267
Other income (expense). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (310) 8,080 (9,504)
-------- -------- --------
(7,059) 1,663 12,965
-------- -------- --------
Income before income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,376 11,688 16,612
Income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - - -
-------- -------- --------
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,376 11,688 16,612
Less accretion and dividends on redeemable preferred stock. . . . . . . . . . . . . . . 2,952 2,450 275
-------- -------- --------
Net income (loss) available to common stockholders. . . . . . . . . . . . . . . . . . . $ (576) $ 9,238 $16,337
======== ======== ========
Net income (loss) per share available to common stockholders:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.04) $ 0.58 $ 1.01
======== ======== ========
RESTATED-
NOTE 10
--------
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.04) $ 0.44 $ 1.01
======== ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
BRIGHAM EXPLORATION COMPANY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
ACCUMULATED
COMMON STOCK ADDITIONAL UNEARNED OTHER TOTAL
---------------------- PAID IN TREASURY STOCK COMPREHENSIVE ACCUMULATED
SHARES AMOUNTS CAPITAL STOCK COMPENSATION INCOME DEFICIT
------------ -------- ---------- -------- --------------- -------------- ---------------
Balance, December 31, 1999 . . . . 14,518 $ 145 $ 64,171 $ - $ (290) $ - $ (55,028)
Net income . . . . . . . . . . . . - - - - - - 16,612
Exercise of employee stock options 8 - 19 - - - -
Issuance of common stock . . . . . 2,195 22 4,166 - - - -
Issuance of restricted stock . . . 309 3 1,137 - (1,140) - -
Issuance of stock options. . . . . - - 185 - (185) - -
Forfeiture of stock options. . . . - - (60) - 10 - -
Issuance of warrants . . . . . . . - - 13,910 - - - -
Cancellation of warrants . . . . . - - (4,979) - - - -
Amortization of unearned stock
compensation . . . . . . . . . . - - - - 284 - -
Purchase of treasury stock . . . . - - - (3,950) - - -
In kind dividends on Series A
mandatorily redeemable Preferred
Stock. . . . . . . . . . . . . . - - (267) - - - -
Accretion on Series A mandatorily
redeemable Preferred Stock . . . - - (8) - - - -
------------ -------- ---------- -------- --------------- -------------- ---------------
Balance, December 31, 2000 . . . . 17,030 170 78,274 (3,950) (1,321) - (38,416)
Comprehensive income (loss):
Net income . . . . . . . . . . . - - - - - - 11,688
Cumulative effect (loss) on
adoption of SFAS 133 . . . . . - - - - - (11,800) -
Unrealized gain on cash flow
hedges . . . . . . . . . . . . - - - - - 12,151 -
Comprehensive income
Exercise of employee stock options 97 1 251 - - - -
Forfeitures of employee stock
options. . . . . . . . . . . . . - - (115) - 31 - -
Forfeitures of restricted stock. . - - 6 (148) 121 - -
Purchases of restricted stock. . . - - - (67) - - -
Issuance of warrants . . . . . . . - - 4,500 - - - -
In kind dividends on Series A
mandatorily redeemable Preferred
Stock. . . . . . . . . . . . . . - - (2,347) - - - -
Accretion on Series A mandatorily
redeemable Preferred Stock . . . - - (103) - - - -
Amortization of unearned stock
compensation . . . . . . . . . . - - - - 675 - -
------------ -------- ---------- -------- --------------- -------------- ---------------
Balance, December 31, 2001 . . . . 17,127 171 80,466 (4,165) (494) 351 (26,728)
TOTAL
STOCKHOLDERS'
EQUITY
-------------
Balance, December 31, 1999 . . . . $ 8,998
Net income . . . . . . . . . . . . 16,612
Exercise of employee stock options 19
Issuance of common stock . . . . . 4,188
Issuance of restricted stock . . . -
Issuance of stock options. . . . . -
Forfeiture of stock options. . . . (50)
Issuance of warrants . . . . . . . 13,910
Cancellation of warrants . . . . . (4,979)
Amortization of unearned stock
compensation . . . . . . . . . . 284
Purchase of treasury stock . . . . (3,950)
In kind dividends on Series A
mandatorily redeemable Preferred
Stock. . . . . . . . . . . . . . (267)
Accretion on Series A mandatorily
redeemable Preferred Stock . . . (8)
-------------
Balance, December 31, 2000 . . . . 34,757
Comprehensive income (loss):
Net income . . . . . . . . . . . 11,688
Cumulative effect (loss) on
adoption of SFAS 133 . . . . . (11,800)
Unrealized gain on cash flow
hedges . . . . . . . . . . . . 12,151
-------------
Comprehensive income . . . . . . 12,039
-------------
Exercise of employee stock options 252
Forfeitures of employee stock
options. . . . . . . . . . . . . (84)
Forfeitures of restricted stock. . (21)
Purchases of restricted stock. . . (67)
Issuance of warrants . . . . . . . 4,500
In kind dividends on Series A
mandatorily redeemable Preferred
Stock. . . . . . . . . . . . . . (2,347)
Accretion on Series A mandatorily
redeemable Preferred Stock . . . (103)
Amortization of unearned stock
compensation . . . . . . . . . . 675
-------------
Balance, December 31, 2001 . . . . 49,601
BRIGHAM EXPLORATION COMPANY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)
(IN THOUSANDS)
ACCUMULATED
COMMON STOCK ADDITIONAL UNEARNED OTHER
------------------------- PAID IN TREASURY STOCK COMPREHENSIVE
SHARES AMOUNTS CAPITAL STOCK COMPENSATION INCOME
------------ ----------- ---------- -------------- ---------------- --------------
Balance, December 31, 2001 . . . 17,127 171 80,466 (4,165) (494) 351
Comprehensive income (loss):
Net income . . . . . . . . . . - - - - - -
Unrealized loss on cash flow
hedges . . . . . . . . . . . - - - - - (3,519)
Net losses included in net
income . . . . . . . . . . . - - - - - 121
Comprehensive income
(loss)
Exercise of employee stock
options. . . . . . . . . . . . . 133 1 295 - - -
Expiration of employee stock
options. . . . . . . . . . . . - - (46) - - -
Forfeitures of restricted stock. - - (1) (41) 15 -
Revision of terms of employee
stock options. . . . . . . . . - - 596 - - -
Repurchases of common stock. . . - - - (76) - -
Issuance of warrants . . . . . . - - 4,605 - - -
Warrants exercised for common
stock. . . . . . . . . . . . . 244 2 623 - - -
Common stock issued in
exchange for warrants and
convertible debt rights. . . . 550 6 (56) - - -
Debt converted to common
stock. . . . . . . . . . . . . 2,564 26 9,906 - - -
In kind dividends on Series A
mandatorily redeemable
preferred stock. . . . . . . . - - (2,689) - - -
Accretion on Series A
mandatorily redeemable
preferred stock. . . . . . . . - - (238) - - -
In kind dividends on Series B
mandatorily redeemable
preferred stock. . . . . . . . - - (24) - - -
Accretion on Series B
mandatorily redeemable
preferred stock. . . . . . . . - - (1) - - -
Amortization of unearned stock
compensation . . . . . . . . . - - - - 267 -
------------ ----------- ---------- -------------- ---------------- --------------
Balance, December 31, 2002 . . . 20,618 $ 206 $ 93,436 $ (4,282) $ (212) $ (3,047)
============ =========== ========== ============== ================ ==============
TOTAL
ACCUMULATED STOCKHOLDERS'
DEFICIT EQUITY
--------------- -------------
Balance, December 31, 2001 . . . (26,728) 49,601
Comprehensive income (loss):
Net income . . . . . . . . . . 2,376 2,376
Unrealized loss on cash flow
hedges . . . . . . . . . . . - (3,519)
Net losses included in net
income . . . . . . . . . . . - 121
-------------
Comprehensive income
(loss) (1,022)
-------------
Exercise of employee stock
options. . . . . . . . . . . . . - 296
Expiration of employee stock
options. . . . . . . . . . . . - (46)
Forfeitures of restricted stock. - (27)
Revision of terms of employee
stock options. . . . . . . . . - 596
Repurchases of common stock. . . - (76)
Issuance of warrants . . . . . . - 4,605
Warrants exercised for common
stock. . . . . . . . . . . . . - 625
Common stock issued in
exchange for warrants and
convertible debt rights. . . . - (50)
Debt converted to common
stock. . . . . . . . . . . . . - 9,932
In kind dividends on Series A
mandatorily redeemable
preferred stock. . . . . . . . - (2,689)
Accretion on Series A
mandatorily redeemable
preferred stock. . . . . . . . - (238)
In kind dividends on Series B
mandatorily redeemable
preferred stock. . . . . . . . - (24)
Accretion on Series B
mandatorily redeemable
preferred stock. . . . . . . . - (1)
Amortization of unearned stock
compensation . . . . . . . . . - 267
--------------- -------------
Balance, December 31, 2002 . . . $ (24,352) $ 61,749
=============== =============
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
BRIGHAM EXPLORATION COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
-------------------------------
2002 2001 2000
--------- --------- ---------
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,376 $ 11,688 $ 16,612
Adjustments to reconcile net income to cash provided (used) by operating
activities:
Depletion of oil and natural gas properties. . . . . . . . . . . . . . 14,594 13,211 7,920
Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . 440 677 620
Interest paid through issuance of additional senior subordinated notes 1,076 721 4,575
Amortization of deferred loan fees . . . . . . . . . . . . . . . . . . 1,191 1,372 1,283
Amortization of discount on senior subordinated notes. . . . . . . . . - - 673
Amortization of deferred loss on derivative instruments. . . . . . . . - - 280
Market value adjustment for derivative instruments . . . . . . . . . . (263) (9,666) 8,885
Gain on refinancing of senior subordinated notes . . . . . . . . . . . - - (32,267)
Loss on investment in Brigham Duke LLC . . . . . . . . . . . . . . . . - 94 -
Stock option compensation expense. . . . . . . . . . . . . . . . . . . 596 - -
Changes in working capital and other items:
Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . (2,248) 164 (4,332)
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . (4,534) (1,550) (262)
Accounts and royalties payable . . . . . . . . . . . . . . . . . . . 10,703 (920) (7,290)
Other current liabilities. . . . . . . . . . . . . . . . . . . . . . 5,060 3,188 (1,354)
Noncurrent assets. . . . . . . . . . . . . . . . . . . . . . . . . . 2 13 54
Noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . . . (20) (70) (32)
--------- --------- ---------
Net cash provided (used) by operating activities . . . . . . . . . 28,973 18,922 (4,635)
--------- --------- ---------
Cash flows from investing activities:
Additions to oil and natural gas properties. . . . . . . . . . . . . . . (27,696) (34,532) (28,910)
Proceeds from sale of oil and natural gas properties . . . . . . . . . . 871 397 3,938
Additions to other property and equipment. . . . . . . . . . . . . . . . (249) (396) (162)
(Increase) decrease in drilling advances paid. . . . . . . . . . . . . . (132) 960 (937)
--------- --------- ---------
Net cash used by investing activities. . . . . . . . . . . . . . . (27,206) (33,571) (26,071)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from issuance of common stock . . . . . . . . . . . . . . . . . - - 4,188
Proceeds from issuance of preferred stock and warrants . . . . . . . . . 9,356 9,838 20,060
Proceeds from issuance of senior subordinated notes and warrants . . . . 4,000 9,000 7,000
Proceeds from exercise of employee stock options . . . . . . . . . . . . 296 252 19
Proceeds from exercise of warrants . . . . . . . . . . . . . . . . . . . 625 - -
Fees paid due to common stock exchange for warrants. . . . . . . . . . . (50) - -
Repurchases of common stock. . . . . . . . . . . . . . . . . . . . . . . (76) (67) -
Increase in senior credit facility . . . . . . . . . . . . . . . . . . . - - 19,000
Repayment of senior credit facility. . . . . . . . . . . . . . . . . . . (5,000) - -
Principal payments on senior subordinated notes. . . . . . . . . . . . . - - (20,354)
Principal payments on capital lease obligations. . . . . . . . . . . . . (28) (99) (210)
Deferred loan fees paid. . . . . . . . . . . . . . . . . . . . . . . . . (684) - (902)
--------- --------- ---------
Net cash provided by financing activities. . . . . . . . . . . . . 8,439 18,924 28,801
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . 10,206 4,275 (1,905)
Cash and cash equivalents, beginning of year . . . . . . . . . . . . . . . 5,112 837 2,742
--------- --------- ---------
Cash and cash equivalents, end of year . . . . . . . . . . . . . . . . . . $ 15,318 $ 5,112 $ 837
========= ========= =========
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND NATURE OF OPERATIONS
Brigham Exploration 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"). Hereinafter, Brigham Exploration Company and the Partnership are
collectively referred to as "Brigham." Brigham, Inc. is a Nevada corporation
whose only asset is its ownership interest in the Partnership. The Partnership
was formed in May 1992 to explore and develop onshore domestic oil and natural
gas properties using 3-D seismic imaging and other advanced technologies. Since
its inception, the Partnership has focused its exploration and development of
oil and natural gas properties primarily in West Texas, the Anadarko Basin and
the onshore Gulf Coast.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America 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. The most significant estimates relate to
proved oil and natural gas reserve volumes and the future development costs as
well as estimates relating to certain oil and natural gas revenues and expenses.
Actual results may differ from those estimates.
Principles of Consolidation
The accompanying financial statements include the accounts of Brigham and
its wholly owned subsidiaries, and its proportionate share of assets,
liabilities and income and expenses of the limited partnerships in which
Brigham, or any of its subsidiaries has a participating interest. All
significant intercompany accounts and transactions have been eliminated.
Cash and Cash Equivalents
Brigham considers all highly liquid financial instruments with an original
maturity of three months or less to be cash equivalents.
Property and Equipment
Brigham uses the full cost method of accounting for oil and natural gas
properties. Under this method, all acquisition, exploration and development
costs, including payroll, other internal costs, and interest incurred for the
purpose of finding oil and natural gas reserves, are capitalized. Internal costs
capitalized are directly attributable to acquisition, exploration and
development activities and do not include costs related to production, general
corporate overhead or similar activities. Costs associated with production and
general corporate activities are expensed in the period incurred.
Proceeds from the sale of oil and natural gas properties are applied to
reduce the capitalized costs of oil and natural gas properties unless the sale
would significantly alter the relationship between capitalized costs and proved
reserves, in which case a gain or loss is recognized.
Capitalized costs associated with impaired properties and capitalized costs
related to properties having proved reserves, plus the estimated costs of future
development, dismantlement, restoration and abandonment costs, net of estimated
salvage values, are amortized using the unit-of-production method
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
based on proved reserves. Capitalized costs of oil and natural gas properties,
net of accumulated amortization, are limited to the total of estimated future
net cash flows from proved oil and natural gas reserves, discounted at ten
percent, plus the cost of unevaluated properties. There are many factors,
including global events that may influence the production, processing, marketing
and valuation of oil and natural gas. A reduction in the valuation of oil and
natural gas properties resulting from declining prices or production could
adversely impact depletion rates and capitalized cost limitations.
Capitalized costs associated with properties that have not been evaluated
through drilling or seismic analysis are excluded from the unit-of-production
amortization. Exclusions are adjusted annually based on drilling results and
interpretative analysis.
Other property and equipment, which primarily consists of 3-D seismic
interpretation workstations, is depreciated on a straight-line basis over the
estimated useful lives of the assets after considering salvage value. Estimated
useful lives are as follows:
Furniture and fixtures . . . . . . . . . . . . . . . 10 years
Machinery and equipment. . . . . . . . . . . . . . . 5 years
3-D seismic interpretation workstations and software 3 years
Betterments and major improvements that extend the useful lives are
capitalized while expenditures for repairs and maintenance of a minor nature are
expensed as incurred.
Revenue Recognition
Brigham recognizes crude oil revenues using the sales method of accounting.
Under this method, Brigham recognizes revenues when oil is delivered and title
transfers.
Brigham recognizes natural gas revenues using the entitlements method of
accounting. Under this method, revenues are recognized based on Brigham's
entitled ownership percentage of sales of natural gas to purchasers. Gas
imbalances occur when Brigham sells more or less than its entitled ownership
percentage of total natural gas production. When Brigham receives less than its
entitled share, a receivable is recorded. When Brigham receives more than its
entitled share, a liability is recorded. At December 31, 2002, Brigham had
recorded a receivable of approximately 1,180 MMcf and $3.7 million and a
liability of approximately 1,486 MMcf and $5.7 million associated with gas
imbalances. At December 31, 2001, Brigham had recorded a receivable of
approximately 441 MMcf and $1.5 million and a liability of approximately 758
MMcf and $2.7 million associated with gas imbalances.
Derivative Instruments and Hedging Activities
Brigham uses derivative instruments to manage market risks resulting from
fluctuations in commodity prices of natural gas and crude oil. Brigham
periodically enters into commodity contracts, including price swaps, caps and
floors, which require payments to (or receipts from) counterparties based on the
differential between a fixed price and a variable price for a fixed quantity of
natural gas or crude oil without the exchange of underlying volumes. The
notional amounts of these financial instruments are based on expected production
from existing wells.
Prior to January 1, 2001, in order for a derivative instrument to qualify
for hedge accounting, there must have been clear correlation between the
derivative instrument and the forecasted transaction. Correlation of the
commodity contracts was determined by evaluating whether the contract gains and
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
losses would substantially offset the effects of price changes on the underlying
natural gas and crude oil sales volumes. To the extent that correlation existed
between the contracts and the underlying natural gas and crude oil sales
volumes, realized gains or losses and related cash flows arising from the
contracts were recognized as a component of oil and natural gas sales in the
same period as the sale of the underlying volumes. To the extent that
correlation did not exist between the contracts and the underlying natural gas
and crude oil sales volumes, realized gains or losses and related cash flows
arising from the contracts were recognized in the period incurred as a component
of other income or loss. The fair market value of any contract that did not meet
the correlation test outlined above was recorded as a deferred gain or loss on
the balance sheet and was adjusted to current market value at each balance sheet
date with any deferred gains or losses recognized as a component of other
income.
On January 1, 2001, Brigham adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133"), as amended. Effective with the adoption of SFAS 133,
all derivatives are recorded on the balance sheet at fair value and changes in
the fair value of derivatives are recorded each period in current earnings or
other comprehensive income, depending on whether a derivative is designated as
part of a hedge transaction and, if it is, depending on the type of hedge
transaction. Brigham's derivatives consist primarily of cash flow hedge
transactions in which Brigham is hedging the variability of cash flows related
to a forecasted transaction. Changes in the fair value of these derivative
instruments designated as cash flow hedges will be reported in other
comprehensive income and will be reclassified as earnings in the periods in
which earnings are impacted by the variability of the cash flows of the hedged
item. The ineffective portion of the cash flow hedges will be recognized in
current period earnings. Gains and losses on derivative instruments that do not
qualify for hedge accounting are included in other income (expense) in the
period in which they occur. The resulting cash flows from derivatives are
reported as cash flows from operating activities.
The adoption of SFAS 133 resulted in a January 1, 2001 transition
adjustment to record a net of tax cumulative effect of $11.8 million to other
comprehensive income to recognize the fair value (liability) of all derivative
instruments that qualified for hedge accounting treatment. Gains and losses on
derivatives that were previously deferred as adjustments to the carrying amount
of hedged items were not adjusted.
At the inception of a derivative contract, Brigham may designate the
derivative as a cash flow hedge. For all derivatives designated as cash flow
hedges, Brigham formally documents the relationship between the derivative
contract and the hedged items, as well as the risk management objective for
entering into the derivative contract. To be designated as a cash flow hedge
transaction, the relationship between the derivative and the hedged items must
be highly effective in achieving the offset of changes in cash flows
attributable to the risk both at the inception of the derivative and on an
ongoing basis. Brigham measures hedge effectiveness on a quarterly basis and
hedge accounting is discontinued prospectively if it is determined that the
derivative is no longer effective in offsetting changes in the cash flows of the
hedged item. Gains and losses deferred in accumulated other comprehensive income
related to cash flow hedge derivatives that become ineffective remain unchanged
until the related production is delivered. If Brigham determines that it is
probable that a hedged forecasted transaction will not occur, deferred gains or
losses on the hedging instrument are recognized in earnings immediately. See
Note 12 for a description of the derivative contracts in which Brigham
participates.
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Other Comprehensive Income
Brigham follows the provisions of Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income," which establishes standards
for reporting comprehensive income. In addition to net income, comprehensive
income includes all changes in equity during a period, except those resulting
from investments and distributions to stockholders of Brigham. Brigham had no
such changes prior to 2001. The components of other comprehensive income for the
years ended December 31 follow (in thousands):
2002 2001 2000
-------- --------- -----
Balance, beginning of year. . . . . . . . . . . . . . $ 351 $ - $ -
Cumulative effect of adoption of SFAS No. 133 . . . - (11,800) -
Current period settlements reclassified to earnings 1,847 9,646 -
Current period change in fair value of hedges . . . (5,366) 2,505 -
Net losses included in earnings . . . . . . . . . . 121 - -
-------- --------- -----
Balance, end of year. . . . . . . . . . . . . . . . . $(3,047) $ 351 $ -
======== ========= =====
Stock Based Compensation
Brigham accounts for employee stock-based compensation using the intrinsic
value method prescribed by Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees". Accordingly, Brigham has adopted the
disclosure-only provisions of Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation" ("SFAS 123").
The weighted average fair value per share of stock compensation issued
during 2002, 2001 and 2000 was $3.44, $2.19, and $1.92, respectively. The fair
value for these options was estimated using the Black-Scholes model with the
following weighted average assumptions for grants made in 2002, 2001 and 2000;
risk free interest rate of 4.1%, 4.9% and 6.2%; volatility of the expected
market prices of Brigham's common stock of 102%, 60% and 67%; expected dividend
yield of zero and weighted average expected option lives of 7.0, 7.0 and 6.6
years, respectively.
The Black-Scholes valuation model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are
transferable. Additionally, the assumptions required by the valuation model are
highly subjective. Because Brigham's stock options have significantly different
characteristics from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion the model does not necessarily provide a reliable single
measure of the fair value of Brigham's stock options.
Had compensation cost for Brigham's stock options been determined based on
the fair market value at the grant dates of the awards consistent with the
methodology prescribed by SFAS 123 as
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
amended by SFAS 148, Brigham's net income (loss) and net income (loss) per share
for the years ended December 31, 2002, 2001 and 2000 would have been the pro
forma amounts indicated below:
2002 2001 2000
------- ------- -------
Net income available to common stockholders
(in thousands):
As reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (576) $9,238 $16,337
Add back: Stock compensation expense previously included in net income 101 295 124
Effect of total employee stock-based compensation expense, determined
under fair value method for all awards. . . . . . . . . . . . . . . (513) (347) 1,009
------- ------- -------
Pro forma. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (988) $9,186 $17,470
======= ======= =======
Net income per share:
Basic:
As reported. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(0.04) $ 0.58 $ 1.01
Pro forma. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.06) 0.57 1.08
Diluted:
As reported. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(0.04) $ 0.44 $ 1.01
Pro forma. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.06) 0.44 1.08
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Deferred tax assets and liabilities are recognized for the estimated future
tax consequences attributable to the differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using the tax rate in
effect for the year in which those temporary differences are expected to be
recovered or settled. The effect of a change in tax rates of deferred tax assets
and liabilities is recognized in income in the year of the enacted rate change.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized.
Deferred Loan Fees
Deferred loan fees are incurred in connection with the issuance of debt and
are recorded on the balance sheet as deferred assets. The debt issue costs are
amortized to interest expense over the life of the debt using the straight-line
method. The results obtained using the straight-line method are not materially
different than those that would result from using the effective interest method.
Segment Information
All of Brigham's oil and natural gas properties and related operations are
located in the United States and management has determined that Brigham has one
reportable segment.
Treasury Stock
Treasury stock purchases are recorded at cost. Upon reissuance, the cost of
treasury shares held is reduced by the average purchase price per share of the
aggregate treasury shares held.
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
New Pronouncements
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 requires entities to record the fair value
of a liability for an asset retirement obligation in the period in which it is
incurred and a corresponding increase in the carrying amount of the related
long-lived asset. The liability is accreted to its present value each period,
and the capitalized cost is depreciated over the useful life of the related
asset. If the liability is settled for an amount other than the recorded amount,
a gain or loss is recognized. Brigham adopted this standard as required on
January 1, 2003. The following pro forma data summarizes Brigham's net income
(loss) and net income (loss) per share for the years ended December 31 2002,
2001 and 2000 as if Brigham had adopted the provisions of SFAS 143 on January 1,
2000. The pro forma asset retirement obligation as of January 1, 2000 was $1.2
million.
2002 2001 2000
---------------- ------------ ---------------
(In thousands, except per share amounts)
Pro forma asset retirement obligation. . . . . . . . . . . . . . . $ 1,931 $ 1,678 $ 1,398
================ ============ ===============
Net income (loss), as reported . . . . . . . . . . . . . . . . . . $ (576) $ 9,238 $ 16,337
Pro forma adjustments to reflect retroactive adoption of SFAS 143. 283 269 255
Pro forma adjustments to reflect accretion expense . . . . . . . . (130) (111) (94)
---------------- ------------ ---------------
Pro forma net income (loss). . . . . . . . . . . . . . . . . . . . $ (423) $ 9,396 $ 16,498
================ ============ ===============
Net income (loss) per share:
Basic - as reported. . . . . . . . . . . . . . . . . . . . . . . $ (0.04) $ 0.58 $ 1.01
================ ============ ===============
Basic - pro forma. . . . . . . . . . . . . . . . . . . . . . . . $ (0.03) $ 0.59 $ 1.02
================ ============ ===============
Diluted - as reported. . . . . . . . . . . . . . . . . . . . . . $ (0.04) $ 0.44 $ 1.01
================ ============ ===============
Diluted - pro forma. . . . . . . . . . . . . . . . . . . . . . . $ (0.03) $ 0.45 $ 1.02
================ ============ ===============
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections"
("SFAS 145"). SFAS 145 requires, except in the case of events or transactions of
a highly unusual and infrequent nature, gains or losses from the early
extinguishment of debt to be classified as components of a company's income or
loss from continuing operations. Prior to the adoption of the provisions of SFAS
145, gains or losses on the early extinguishment of debt were required to be
classified in a company's periodic consolidated statements of operations as
extraordinary gains or losses, net of associated income taxes, after the
determination of income or loss from continuing operations. SFAS No. 145 is
effective for fiscal years
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
beginning after May 15, 2002. Due to the requirements of SFAS No. 145, it is
less likely that a gain or loss on extinguishment of debt would be classified as
an extraordinary item in Brigham's results of operations.
Reclassifications
Certain reclassifications have been made to the prior year balances to
conform to current year presentation.
3. ASSET DISPOSITIONS
In February 1999, Brigham entered into a project financing arrangement with
Duke Energy Financial Services, Inc. ("Duke") to fund the continued exploration
of five projects covered by approximately 200 square miles of 3-D seismic data
acquired in 1998. In this transaction, Brigham conveyed 100% of its working
interest in land and seismic in these project areas to a newly formed limited
liability company (the "Brigham-Duke LLC") for a total consideration of $10
million. Brigham was the managing member of the Brigham-Duke LLC with a 1%
interest and Duke was the sole remaining member with a 99% interest. Pursuant to
the terms of the Brigham-Duke LLC agreement, Brigham paid 100% of the drilling
and completion costs for all wells drilled by the Brigham-Duke LLC in exchange
for a 70% working interest in the wells and their associated drilling and
spacing units and allocable seismic data. Upon 100% project payout, Brigham had
certain rights to back-in for up to a 94% effective working interest in the
Brigham-Duke LLC properties. In February 2001, Duke, as majority member of the
Brigham-Duke LLC elected to dissolve the Brigham-Duke LLC. As a result of the
dissolution of the Brigham-Duke LLC, the remaining undeveloped land and seismic
data in the Brigham-Duke LLC project areas were unconditionally owned by Duke
and, in December 2001, Brigham recorded a loss of approximately $94,000 on its
investment in the Brigham-Duke LLC.
4. PROPERTY AND EQUIPMENT
Property and equipment, at cost, are summarized as follows (in thousands):
DECEMBER 31,
---------------------
2002 2001
---------- ---------
Oil and natural gas properties . . . . . . . . . . . . $ 267,394 $239,711
Accumulated depletion. . . . . . . . . . . . . . . . . (102,414) (87,820)
---------- ---------
164,980 151,891
---------- ---------
Other property and equipment:
3-D seismic interpretation workstations and software 2,445 2,307
Office furniture and equipment . . . . . . . . . . . 2,337 2,225
Accumulated depreciation . . . . . . . . . . . . . . (3,548) (3,201)
---------- ---------
1,234 1,331
---------- ---------
$ 166,214 $153,222
========== =========
Brigham capitalizes certain payroll and other internal costs directly
attributable to acquisition, exploration and development activities as part of
its investment in oil and natural gas properties over
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. PROPERTY AND EQUIPMENT (CONTINUED)
the periods benefited by these activities. During the years ended December 31,
2002, 2001 and 2000, these capitalized costs amounted to $4.2 million, $3.9
million and $3.4 million, respectively. Capitalized costs do not include any
costs related to production, general corporate overhead, or similar activities.
Interest costs of $0.9 million, $1.8 million and $2.8 million were capitalized
in 2002, 2001 and 2000, respectively.
5. SENIOR CREDIT FACILITY AND SENIOR SUBORDINATED NOTES
DECEMBER 31,
----------------
2002 2001
------- -------
Senior Credit Facility . . $60,000 $75,000
Senior Subordinated Notes. 21,797 16,721
------- -------
Total Debt . . . . . . . . $81,797 $91,721
Less: Current Maturities - -
------- -------
Total Long-Term Debt . . $81,797 $91,721
======= =======
Senior Credit Facility
As of December 31, 2002, Brigham had $60.0 million in borrowings
outstanding under its senior credit facility. Principal outstanding under the
senior credit facility is due at maturity with interest due monthly for base
rate tranches or periodically as London Interbank Offered Rate (LIBOR) tranches
mature. The annual interest rate for borrowings under the senior credit facility
is either the lender's base rate or London Interbank Offered Rate (LIBOR) (1.5%
on December 31, 2002) plus 3.00%, at Brigham's option. Obligations under the
senior credit facility are secured by substantially all of Brigham's oil and
natural gas properties and other tangible assets.
The senior credit facility contains various restrictive covenants and
compliance requirements, which include minimum current ratio, interest coverage
ratio, limitations on capital expenditures related to seismic and land
activities, and various other financial covenants. At December 31, 2002 and for
the year then ended, Brigham was in compliance with all covenant requirements.
In December 2002, the senior credit facility was amended to extend the
maturity date to December 31, 2004 and to provide Brigham with $65 million in
funding commitments under a revolving credit structure. In December 2001, the
senior credit facility was amended to extend the maturity date to December 31,
2003. Brigham recognized $323,000 and $200,000 during 2002 and 2001,
respectively, as additional deferred loan fees relating to these amendments. The
additional deferred loan fees and the unamortized deferred loan fees will be
amortized over the remaining life of the senior credit facility.
The senior credit facility was amended in February 2000, to provide Brigham
with $75 million in borrowing availability. As part of the amendment, $30
million of the senior credit facility held by Shell Capital was designated as
convertible notes. To facilitate this conversion Brigham issued to Shell Capital
warrants to be converted into shares of Brigham common stock in the following
amounts and prices: (i) $10 million is convertible at $3.90 per share, (ii) $10
million is convertible at $6.00 per share and (iii) $10 million is convertible
at $8.00 per share.
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. SENIOR CREDIT FACILITY AND SENIOR SUBORDINATED NOTES (CONTINUED)
In addition, certain financial covenants of the senior credit facility were
amended or added in the July 1999, February 2000 and October 2000 amendments. In
connection with the February 2000 amendment, Brigham reset the price of the
warrants previously issued to its existing senior lenders to purchase one
million shares of Brigham common stock from the then current exercise price of
$2.25 per share to $2.02 per share.
In December 2002, Brigham entered into a series of transactions whereby a
number of warrants and convertible debt rights were extinguished or converted.
Brigham issued 550,000 unregistered shares of its common stock to Shell Capital
in exchange for Shell Capital's warrant position (see Senior Subordinated Notes
below), and to terminate Shell Capital's right to convert $30 million of
Brigham's senior credit facility into shares of Brigham common stock. Also, DLJ
Merchant Banking Partners III, L.P. in conjunction with GlobalEnergy Partners,
both affiliates of CSFB Private Equity, purchased $10 million of Brigham's
senior credit facility from Shell Capital and converted it into 2,564,102 shares
of Brigham's common stock at an exercise price of $3.90 per share. Brigham
recorded $0.6 million in debt conversion expenses associated with this
conversion.
The following table details the warrant position and convertible debt
rights that were extinguished or converted as a result of the these
transactions:
EXERCISE
PRICE # SHARES
---------- ---------
10 million of Convertible Notes . . . . . . . . . . . . $ 3.90 2,564,102
10 million of Convertible Notes . . . . . . . . . . . . $ 6.00 1,666,667
10 million of Convertible Notes . . . . . . . . . . . . $ 8.00 1,250,000
Warrants issued with Senior Subordinated Notes Facility $ 3.00 1,250,000
---------
6,730,769
=========
As further discussed in Note 6, Brigham issued 500,000 shares of Series B
preferred stock and 2.3 million warrants to purchase Brigham's common stock for
net proceeds of $9.4 million. In addition, Brigham used $5.0 million of the net
proceeds from the Series B preferred offering to repay outstanding indebtedness
under its senior credit facility.
In March 2003, Brigham replaced its senior credit facility with a new
senior credit facility that provides for a maximum $80 million in commitments,
an initial borrowing base of $70 million and matures in March 2006. As of the
closing date of the facility, Brigham had $56 million in outstanding borrowings
under the new senior credit facility. Borrowings under the new senior credit
facility are secured by substantially all of Brigham's oil and natural gas
properties and other tangible assets and bear interest at either the base rate
of Societe Generale or LIBOR, at Brigham's option, plus a margin that varies
according to facility usage. Interest is paid quarterly. The collateral value
and borrowing base are redetermined periodically. The unused portion of the
committed borrowing base is subject to an annual commitment fee of 0.50%.
The new senior credit facility agreement contains various covenants and
restrictive provisions, which limit Brigham's ability to incur additional
indebtedness, sell properties, purchase or redeem capital stock, make
investments or loans, create liens and make certain acquisitions. The new senior
credit facility requires Brigham to maintain a current ratio (as defined) of at
least 1 to 1 and an interest coverage ratio (as defined) of at least 3.25 to 1.
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. SENIOR CREDIT FACILITY AND SENIOR SUBORDINATED NOTES (CONTINUED)
Senior Subordinated Notes
As of December 31, 2002, Brigham had $21.8 million of senior subordinated
notes outstanding. The senior subordinated notes bear interest at 10.75% per
annum, payable quarterly in arrears on the last day of January, April, July and
October, are redeemable at Brigham's option for face value at any time and have
no principal repayment obligations until maturity in October 2005. At Brigham's
option, up to 50% of the interest payments on the senior subordinated notes can
be satisfied by payment in kind through the issuance of additional senior
subordinated notes in lieu of cash. In December 2002, Brigham extended its
option to satisfy 50% of its interest obligation in this manner through October
2003. For the years ended December 31, 2002 and 2001, Brigham exercised this
option and issued an additional $1.1 and $0.7 million, respectively, of senior
subordinated notes.
The senior subordinated notes are issued pursuant to the senior
subordinated notes facility dated October 31, 2000. Under the senior
subordinated notes facility, Shell Capital agreed to provide up to $20 million
(plus any amount of interest paid in kind) in senior subordinated notes in
borrowing increments of at least $1 million. Once borrowings under the senior
subordinated notes facility have been repaid they cannot be withdrawn. The
senior subordinated notes are secured obligations ranking junior to Brigham's
senior credit facility and have covenants similar to the senior credit facility.
In connection with the senior subordinated credit agreement in October 2000,
Brigham issued warrants to purchase 1,250,000 shares of Brigham common stock at
an exercise price of $3.00 per share. The warrants had a term of seven years and
a cashless exercise feature. Brigham valued the warrants using the Black-Scholes
Option Pricing Model and recorded the estimated value of $2.9 million as
deferred loan costs which are being amortized over the five-year term of the
senior subordinated notes. The warrants were extinguished in December 2002 (see
Senior Credit Facility above).
At January 1, 2000, Brigham had a subordinated notes agreement with $41.3
million total outstanding and warrants issued to the notes holders to purchase
one million shares of common stock at an exercise price of $3.50 per share. In
February 2000, in connection with an amendment to the agreement, the exercise
price on the warrants was reduced to $2.43 per share. Brigham issued an
additional $4.6 million in subordinated notes as payment in kind of interest for
the year ended December 31, 2000. In November 2000, these subordinated notes and
warrants were purchased by Brigham for $20 million resulting in a gain of $32.3
million, net of transaction costs of $1.7 million.
6. PREFERRED STOCK
In October 2000, Brigham designated 1.5 million shares of preferred stock
as Series A Preferred Stock, and in November 2000, issued 1.0 million shares of
mandatorily redeemable preferred stock (the "Series A Preferred Stock") and
warrants to purchase 6,666,667 shares of Brigham's common stock (the "Series A
Warrants") for net proceeds of $19.8 million. The proceeds from the issuance of
the Series A Preferred Stock and Series A Warrants were used to purchase the
subordinated notes and warrants held by the holder of the subordinated notes as
described in Note 5.
The Series A Preferred Stock has a par value of $.01 per share and a stated
value of $20 per share. The Series A Preferred Stock is cumulative and pays
dividends quarterly at a rate of 6% per annum of the stated value if paid in
cash or 8% per annum of the stated value if paid in kind ("PIK") through the
issuance of additional Series A Preferred Stock in lieu of cash. At Brigham's
option, up to 100% of the dividend payments on the Series A Preferred Stock can
be paid by the issuance of PIK
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. PREFERRED STOCK (CONTINUED)
dividends for five years. The Series A Preferred Stock matures in ten years and
is redeemable at Brigham's option at 100% or 101% of stated value (depending
upon certain conditions) at anytime prior to maturity.
The Series A Warrants have a term of ten years, an exercise price of $3.00
per share and must be exercised, if Brigham so requires, in the event Brigham's
common stock trades above $5.00 per share for 60 consecutive trading days. The
exercise price of the Series A Warrants is payable either in cash or in shares
of the Series A Preferred Stock valued at liquidation value plus accrued
dividends. If Brigham requires exercise of the Series A Warrants, proceeds will
be used to fund the redemption of a similar value of then outstanding Series A
Preferred Stock. The Series A Warrants were valued at $11.5 million using the
Black-Scholes Option Pricing model and were recorded as additional paid-in
capital in 2000. This discount accretes to the Series A Preferred Stock
dividends during the life of the securities using the effective interest method.
In March 2001, Brigham designated an additional 750,000 shares of preferred
stock as Series A and issued 500,000 shares of Series A Preferred Stock and
2,105,263 warrants to purchase Brigham's common stock (the "Additional Series A
Warrants") for net proceeds of $9.8 million.
The Additional Series A Warrants have terms similar to the Series A
Warrants described above except the Additional Series A Warrants have an
exercise price of $4.75 per share and must be exercised, if Brigham so requires,
in the event that Brigham's common stock trades at an average above 150% of the
exercise price (currently $6.525 per share) for 60 consecutive trading days. The
Additional Series A Warrants were valued at approximately $4.5 million using the
Black-Scholes Option Pricing model and were recorded as additional paid-in
capital in March 2001. This discount accretes to the Series A Preferred Stock
dividends during the life of the securities using the effective interest method.
In connection with the issuance of Series B Preferred Stock in December 2002,
the exercise price of the Additional Series A warrants was reset from the then
current exercise price of $4.75 per share to $4.35 per share.
Brigham had 1,765,132 and 1,630,692 shares of Series A Preferred Stock
issued and outstanding with a redemption value of $35.3 million and $32.6
million at December 31, 2002 and 2001, respectively. For the year ended December
31, 2002 and 2001, Brigham issued an additional 134,440 and 130,692 shares,
respectively, of Series A Preferred Stock as PIK dividends.
In December 2002, Brigham designated 1,000,000 shares of preferred stock as
Series B and issued 500,000 shares of Series B Preferred Stock and warrants to
purchase 2,298,851 shares of Brigham's common stock (the "Series B Warrants")
for net proceeds of $9.4 million. A portion of the proceeds were used to reduce
borrowings under the Senior Credit Facility by $5 million. The Series B
Preferred Stock is cumulative and pays dividends quarterly at a rate of 6% per
annum of the stated value if paid in cash or 8% per annum of the stated value if
PIK through the issuance of additional Series B Preferred Stock in lieu of cash.
At Brigham's option, up to 100% of the dividend payments on the Series B
Preferred Stock can be paid by the issuance of PIK dividends for five years. The
Series B Preferred Stock matures in ten years and is redeemable in whole at
Brigham's option at 101% of the stated value five years after closing.
The Series B Preferred Stock ranks in parity with the Series A Preferred
Stock and senior as to dividend, redemption and liquidation rights to all other
classes and series of capital stock of Brigham authorized on the date of
issuance, or to any other class or series of capital stock issued while any
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. PREFERRED STOCK (CONTINUED)
shares of the Series B Preferred Stock remain outstanding. The Series B
Preferred Stock does not generally have any voting rights, except for certain
approval rights and as required by law.
The Series B Warrants have terms similar to the Series A Warrants described
above with an exercise price of $4.35 per share and must be exercised, if
Brigham so requires, in the event that Brigham's common stock trades at an
average of at least 150% of the exercise price ($6.525 per share) for 60
consecutive trading days. The Series B Warrants were valued at approximately
$4.6 million using the Black-Scholes Option Pricing model and were recorded as
additional paid-in capital in December 2002. This discount accretes to the
Series B Preferred Stock dividends during the life of the securities using the
effective interest method.
Brigham had 501,226 shares of Series B Preferred Stock issued and
outstanding with a redemption value of $10.0 million at December 31, 2002. For
the year ended December 31, 2002, Brigham issued an additional 1,226 shares of
Series B Preferred Stock as PIK dividends.
7. ISSUANCE OF COMMON STOCK
In December 2002, Brigham issued 550,000 shares of Brigham common stock to
Shell Capital in exchange for Shell Capital's warrants and associated
convertible debt rights. In addition, Brigham issued 2,564,102 shares of Brigham
common stock upon the conversion of $10 million of the senior credit facility.
See further discussion above in Note 5.
In February 2000, Brigham issued 2,195,122 shares of common stock and
731,707 warrants to purchase Brigham's common stock for total net proceeds of
approximately $4.2 million in a private placement to a group of institutional
investors led by affiliates of two members of Brigham's board of directors. The
equity sale consisted of units that included one share of common stock and
one-third of a warrant to purchase Brigham's common stock at an exercise price
of $2.5625 per share. In December 2002, 243,902 of these warrants were exercised
for common stock resulting in net proceeds of approximately $625,000. In
February 2003, the remaining 487,805 warrants were exercised under a cashless
feature resulting in the issuance of 248,028 shares of Brigham common stock.
8. CAPITAL LEASE OBLIGATIONS
Property under capital leases consists of the following (in thousands):
DECEMBER 31,
-------------
2002 2001
----- ------
3-D seismic interpretation workstations and software $ - $ 45
Office furniture and equipment . . . . . . . . . . . - 167
----- ------
- 212
Accumulated depreciation and amortization. . . . . . - (175)
----- ------
$ - $ 37
===== ======
There are no obligations under capital leases as of December 31, 2002.
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. INCOME TAXES
The provision for income taxes consists of the following (in thousands):
YEAR ENDED DECEMBER
31,
-------------------
2002 2001 2000
----- ----- -----
Current income taxes:
Federal. . . . . . . . . . . . . . . . . . . . . . . . . $ - $ - $ -
State. . . . . . . . . . . . . . . . . . . . . . . . . . - - -
Deferred income taxes:
Federal. . . . . . . . . . . . . . . . . . . . . . . . . - - -
State. . . . . . . . . . . . . . . . . . . . . . . . . . - - -
$ - $ - $ -
The differences in income taxes provided and the amounts determined by
applying the federal statutory tax rate to income before income taxes result
from the following (in thousands):
YEAR ENDED DECEMBER 31,
--------------------------
2002 2001 2000
------ -------- --------
Tax at statutory rate . . . . . . . . . . . . . . . . $ 832 $ 4,091 $ 5,814
Add the effect of:
Nondeductible expenses . . . . . . . . . . . . . . . 223 4 12
Deductible stock compensation . . . . . . . . . . . . (110) (9) -
Valuation allowance . . . . . . . . . . . . . . . . . (945) (4,086) (5,826)
------ -------- --------
$ - $ - $ -
====== ======== ========
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. INCOME TAXES (CONTINUED)
The components of deferred income tax assets and liabilities are as
follows (in thousands):
DECEMBER 31,
--------------------
2002 2001
--------- ---------
Deferred tax assets:
Net operating loss carryforwards. . $ 34,814 $ 31,085
Capital loss carryforwards. . . . . 1,001 438
Stock compensation. . . . . . . . . 808 745
Gas imbalances. . . . . . . . . . . 698 445
Unrealized hedging losses . . . . . 1,066 -
Other . . . . . . . . . . . . . . . 32 7
--------- ---------
38,419 32,720
--------- ---------
Deferred tax liability:
Depreciable and depletable property (29,544) (24,058)
Derivative liabilities. . . . . . . (325) (233)
--------- ---------
(29,869) (24,291)
--------- ---------
Net deferred tax asset. . . . . . . 8,550 8,429
Valuation allowance . . . . . . . . (8,550) (8,429)
--------- ---------
$ - $ -
========= =========
Realization of deferred tax assets associated with net operating loss
carryforwards ("NOLs") and other credit carryforwards is dependent upon
generating sufficient taxable income prior to their expiration. At December 31,
2002, management believes it is more likely than not that these NOLs and other
credit carryforwards may expire unused and, accordingly, has established a
valuation allowance of $8.6 million against them. The valuation allowance was
increased by $0.1 million in 2002 due to an increase of $5.6 million in deferred
tax liabilities, partially offset by a $5.7 million increase in carryforward and
other amounts. Deferred tax assets of $1.1 million related to unrealized hedging
losses in other comprehensive income are included in this $5.7 million
increase.
At December 31, 2002, Brigham has regular tax NOLs of approximately $99.5
million. Additionally, Brigham has approximately $84.9 million of alternative
minimum tax ("AMT") NOLs available as a deduction against future AMT income. The
NOLs expire from 2012 through 2022. The
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. INCOME TAXES (CONTINUED)
value of these NOLs depends on the ability of Brigham to generate taxable
income. A summary of our NOLs follows:
REGULAR AMT
NOLS NOLS
-------- -------
Expiration Date:
December 31, 2012 . . . . $ 13,327 $ 8,703
December 31, 2018 . . . . 26,411 23,170
December 31, 2019 . . . . 20,806 20,196
December 31, 2020 . . . . 12,512 7,587
December 31, 2021 . . . . 19,116 18,440
December 31, 2022 . . . . 7,298 6,799
-------- -------
$ 99,470 $84,895
======== =======
In addition, at December 31, 2002, Brigham has capital loss carryforwards
of approximately $2.9 million that expire in varying years through 2007.
Brigham believes it has a $5 million limitation on its NOLs under Internal
Revenue Code Section 382 due to a potential 50% change in ownership among its 5%
shareholders over a three-year period.
10. NET INCOME (LOSS) PER SHARE
Basic earnings per share are computed by dividing net income (loss)
available to common stockholders by the weighted average number of common shares
outstanding for the period. The computation of diluted net income (loss) per
share reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that would then share in the earnings
of Brigham.
YEAR ENDED DECEMBER 31,
--------------------------
2002 2001 2000
-------- ------- -------
RESTATED
Basic EPS:
Income (loss) available to common stockholders $ (576) $ 9,238 $16,337
======== ======= =======
Common shares outstanding. . . . . . . . . . . 16,138 15,988 16,241
======== ======= =======
Basic EPS. . . . . . . . . . . . . . . . . . . . $ (0.04) $ 0.58 $ 1.01
======== ======= =======
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. NET INCOME (LOSS) PER SHARE (CONTINUED)
YEAR ENDED DECEMBER 31,
--------------------------
2002 2001 2000
-------- ------- -------
RESTATED
Diluted EPS:
Income (loss) available to common stockholders . . . . . . . . . . . $ (576) $ 9,238 $16,337
Adjustments for assumed conversions:
Interest on convertible debt . . . . . . . . . . . . . . . . . . . - 826 -
Dividends and accretion on mandatorily redeemable preferred stock. - 2,364 -
-------- ------- -------
- 3,190 -
-------- ------- -------
Income (loss) available to common stockholders-diluted . . . . . . $ (576) $12,428 $16,337
======== ======= =======
Common shares outstanding. . . . . . . . . . . . . . . . . . . . . . 16,138 15,988 16,241
Effect of dilutive securities:
Convertible debt . . . . . . . . . . . . . . . . . . . . . . . . . - 2,564 -
Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 926 -
Mandatorily redeemable preferred stock . . . . . . . . . . . . . . - 8,426 -
Stock options. . . . . . . . . . . . . . . . . . . . . . . . . . . - 301 -
-------- ------- -------
Potentially dilutive common shares . . . . . . . . . . . . . . . . . - 12,217 -
-------- ------- -------
Adjusted common shares outstanding-diluted . . . . . . . . . . . . 16,138 28,205 16,241
======== ======= =======
Diluted EPS (as restated for 2001-see below) . . . . . . . . . . . . $ (0.04) $ 0.44 $ 1.01
======== ======= =======
At December 31, 2002, 2001, and 2000, potential dilution of approximately
14.3 million, 3.0 million and 11.1 million shares of common stock, respectively,
related to mandatorily redeemable preferred stock, convertible debt, warrants
and options were outstanding, but were not included in the computation of
diluted income (loss) per share because the effect of these instruments would
have been anti-dilutive.
RESTATEMENT-Diluted earnings per share for 2001 have been restated
(downward) to appropriately reflect the impact of Brigham's convertible debt,
mandatorily redeemable preferred stock and associated warrants. The revised
calculations utilize the "if-converted" method, as the holders can
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. NET INCOME (LOSS) PER SHARE (CONTINUED)
exercise the warrants either by paying cash or tendering the related convertible
debt or mandatorily redeemable preferred stock.
QUARTER YEAR TO DATE
------------------------- -----------------------
AS REPORTED RESTATED AS REPORTED RESTATED
------------- ---------- ------------ ---------
March 31, 2001. . . $ 0.02 $ 0.02 $ 0.02 $ 0.02
June 30, 2001 . . . $ 0.46 $ 0.30 $ 0.51 $ 0.36
September 30, 2001. $ 0.17 $ 0.13 $ 0.67 $ 0.49
December 31, 2001 . $ (0.15) $ (0.15) $ 0.54 $ 0.44
There is no impact on previously reported diluted earnings per share data
for 2002 or 2000.
11. CONTINGENCIES, COMMITMENTS AND FACTORS WHICH MAY AFFECT FUTURE OPERATIONS
Litigation
Brigham is, from time to time, party to certain lawsuits and claims
arising in the ordinary course of business. While the outcome of lawsuits and
claims cannot be predicted with certainty, management does not expect these
matters to have a materially adverse effect on the financial condition, results
of operations or cash flows of Brigham.
On June 1, 2001, Leonel Garcia, a landowner in Brooks County, Texas, filed
suit against Brigham claiming that Brigham transported natural gas under his
property through an existing pipeline without his consent. Mr. Garcia claimed
$1.2 million in actual damages and $3 million in exemplary damages. In May 2002,
Brigham settled the case through mediation for a cash payment of $125,000.
Subsequently, Brigham began using an alternate pipeline.
On November 20, 2001, Brigham filed a lawsuit in the District Court of
Travis County, Texas against Steve Massey Company, Inc. ("Massey") for breach of
contract. The Petition claims Massey furnished defective casing to Brigham,
which ultimately led to the casing failure of the Palmer "347" No. 5 well (the
"Palmer #5") and the loss of the Palmer #5 as a producing well. Brigham believes
the amount of damages incurred due to the loss of the Palmer #5 may exceed $5
million. Massey joined as additional defendants to the lawsuit other parties
that had responsibility for the manufacture, importation or fabrication of the
casing for its use in the Palmer #5. The case is currently in discovery. A trial
has been set for August 2003.
On February 20, 2002, Massey filed an Original Petition to Foreclose Lien
in Brooks County, Texas. Massey's Petition claims Brigham breached its contract
for failure to pay for the casing it furnished Brigham for the Palmer #5 (and
that Brigham's claim is defective, forming the basis of the lawsuit described in
the paragraph above). Massey's Petition claims Brigham owes Massey a total of
$445,819. Brigham's Motion to Transfer Venue to Travis County, Texas, and Motion
to Consolidate Massey's claim with Brigham's suit against Massey pending in
Travis County, were recently granted. If Massey is successful in its claim,
Massey would have the right to foreclose its lien against the well, associated
equipment and Brigham's leasehold interest. At this point in time, Brigham
cannot predict the outcome of either its Travis County case or Massey's claim.
On July 11, 2002, an employee of a contractor on Brigham's Burkhart #1-R
location, Matagorda County, Texas, was involved in a fatal accident. The United
States Department of Labor Occupational
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. CONTINGENCIES, COMMITMENTS AND FACTORS WHICH MAY AFFECT FUTURE OPERATIONS
(CONTINUED)
Safety & Health Administration investigated the accident and issued three
citations and imposed a total of $168,000 in fines. Brigham is appealing the
citations, but at this time, cannot predict the outcome of that appeal.
On October 8, 2002, relatives of the contractor's employee filed a wrongful
death action in the district court for Matagorda County, Texas, against Brigham
and three of Brigham's contractors in connection with his accidental death on
July 11, 2002. Plaintiffs are seeking unspecified both actual and punitive
damages. Brigham cannot predict the outcome of this case, however Brigham
believes it has sufficient insurance to cover the claim.
As of December 31, 2002, there were no known environmental or other
regulatory matters related to Brigham's operations that are reasonably expected
to result in a material liability to Brigham. Compliance with environmental laws
and regulations has not had, and is not expected to have, a material adverse
effect on Brigham's capital expenditures, earnings or competitive position.
Operating Lease Commitments
Brigham leases office equipment and space under operating leases expiring
at various dates. The noncancelable term of the lease for Brigham's office space
expires in 2007 with an option to renew for an additional five years. The future
minimum annual rental payments under the noncancelable terms of these leases at
December 31, 2002 are as follows (in thousands):
2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 885
2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 885
2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 885
2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 885
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 443
-----
3,983
=====
Future minimum rental payments are not reduced by minimum sublease rental
income of approximately $13,000 due in 2003 under noncancelable subleases.
Rental expense for the years ended December 31, 2002, 2001 and 2000 was
approximately $868,000, $731,000 and $805,000, respectively.
Major Purchasers
The following purchasers accounted for 10% or more of Brigham's oil and
natural gas sales for the years ended December 31, 2002, 2001 and 2000:
2002 2001 2000
----- ----- -----
Purchaser A . . . . . . . . . . . . . . 19% 45% 36%
Purchaser B . . . . . . . . . . . . . . - 15% 20%
Purchaser C . . . . . . . . . . . . . . 15% - -
Purchaser D . . . . . . . . . . . . . . 11% - -
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. CONTINGENCIES, COMMITMENTS AND FACTORS WHICH MAY AFFECT FUTURE OPERATIONS
(CONTINUED)
Brigham believes that the loss of any individual purchaser would not have a
long-term material adverse impact on its financial position or results of
operations.
Factors Which May Affect Future Operations
Since Brigham's major products are commodities, significant changes in the
prices of oil and natural gas could have a significant impact on Brigham's
results of operations for any particular year.
12. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Brigham utilizes various commodity swap and option contracts to (i) reduce
the effects of volatility in price changes on the oil and natural gas
commodities it produces and sells, (ii) support its capital budgeting plans, and
(iii) lock-in prices to protect the economics related to certain capital
projects.
NATURAL GAS DERIVATIVE CONTRACTS
The following table sets forth Brigham's outstanding natural gas hedging
contracts and the weighted average NYMEX prices for those contracts as of
December 31, 2002:
FIRST SECOND THIRD FOURTH OUTSTANDING
QUARTER QUARTER QUARTER QUARTER AVERAGE
-------- -------- -------- -------- ------------
2003-Swap Contracts
Volume (MMbtu) . . 832,500 591,500 460,000 322,000 549,851
Price per MMBtu. . $ 3.63 $ 3.32 $ 3.50 $ 3.73 $ 3.54
The following table sets forth the natural gas hedging contracts Brigham
entered subsequent to December 31, 2002 and the weighted average NYMEX prices
for those contracts:
FIRST SECOND THIRD FOURTH OUTSTANDING
QUARTER QUARTER QUARTER QUARTER AVERAGE
-------- -------- -------- -------- ------------
2003-Swap Contracts
Volume (MMbtu) . . - 227,500 138,000 92,000 114,692
Price per MMBtu. . $ - $ 5.21 $ 5.08 $ 5.12 $ 5.15
2003-Floors
Volume (MMbtu) . . - 150,000 460,000 460,000 187,912
Price per MMBtu. . $ - $ 4.50 $ 4.50 $ 4.50 $ 4.50
2004-Swap Contracts
Volume (MMbtu) . . 295,750 227,500 138,000 92,000 187,912
Price per MMBtu. . $ 4.96 $ 4.25 $ 4.18 $ 4.36 $ 4.53
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (CONTINUED)
OIL DERIVATIVE CONTRACTS
The following table sets forth Brigham's outstanding oil hedging contracts
and the weighted average NYMEX prices for those contracts as of December 31,
2002:
FIRST SECOND THIRD FOURTH OUTSTANDING
QUARTER QUARTER QUARTER QUARTER AVERAGE
-------- -------- -------- -------- ------------
2003-Swap Contracts
Volume (Bbl) . . . . . 67,500 50,050 55,200 41,400 53,471
Price per Bbl. . . . . $ 25.29 $ 24.28 $ 23.77 $ 23.21 $ 24.26
2003-Collars
Volume (Bbl) . . . . . 22,500 22,750 - -
Ceiling price per Bbl. $ 22.56 $ 22.56 $ - $ -
Floor price per Bbl. . $ 18.00 $ 18.00 $ - $ -
The following table sets forth the oil hedging contracts Brigham entered
subsequent to December 31, 2002 and the weighted average NYMEX prices for those
contracts:
FIRST SECOND THIRD FOURTH OUTSTANDING
QUARTER QUARTER QUARTER QUARTER AVERAGE
-------- -------- -------- -------- ------------
2003-Swap Contracts
Volume (Bbl) . . . - 11,375 - - 2,836
Price per Bbl. . . $ - $ 29.33 $ - $ - $ 29.33
2004-Swap Contracts
Volume (Bbl) . . . 29,575 20,475 13,800 9,200 18,145
Price per Bbl. . . $ 25.35 $ 24.52 $ 23.91 $ 23.80 $ 24.65
At December 31, 2002, the fair value of hedging contracts included in
accumulated other comprehensive income and other current liabilities was
approximately $3.2 million which is expected to be included in the results of
operations for the year ended December 31, 2003. At December 31, 2001, the fair
value of hedging contracts included in accumulated other comprehensive income
and other current assets was approximately $351,000 of which approximately
$50,000 was classified as noncurrent assets.
Brigham reports average oil and natural gas prices and revenues including
the net results of hedging activities. The following table sets forth Brigham's
oil and natural gas prices including and
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (CONTINUED)
excluding the hedging gains and losses and the increase or decrease in oil and
natural gas revenues as a result of the hedging activities for the three year
period ended December 31, 2002:
YEAR ENDED DECEMBER 31,
-----------------------
2002 2001 2000
------ ------ ------
NATURAL GAS
Average price per Mcf as reported (including hedging results) $ 3.21 $ 3.11 $ 1.94
Average price per Mcf realized (excluding hedging results). . $ 3.33 $ 4.29 $ 4.06
Decrease in revenue (in thousands). . . . . . . . . . . . . . $ 712 $8,001 $9,400
OIL
Average price per Bbl as reported (including hedging results) $23.55 $24.05 $29.17
Average price per Bbl realized (excluding hedging results). . $25.17 $24.38 $29.47
Decrease in revenue (in thousands). . . . . . . . . . . . . . $1,135 $ 153 $ 107
Derivative instruments that do not qualify as hedging contracts are
recorded at fair value on the balance sheet. At each balance sheet date, the
value of these derivatives is adjusted to reflect current fair value and any
gains or losses are recognized as other income or expense. At December 31, 2002
and 2001, the fair value of these derivatives included in other liabilities was
$0 and $0.4 million, respectively. Brigham recognized $0.4 million, $9.7 million
and $(8.9) million in non-cash gains (losses) related to changes in the fair
values of these derivative contracts and $0.6 million, $1.5 million, and $0.6
million in losses related to the cash settlement payments made by Brigham to the
counterparty for the years ended December 31, 2002, 2001 and 2000,
respectively.
For the year ended December 31, 2002, ineffectiveness associated with
Brigham's derivative commodity instruments designated as cash flow hedges
decreased earnings by approximately $0.1 million. These amounts are included in
other income and expense. There was no ineffectiveness for the year ended
December 31, 2001.
13. FINANCIAL INSTRUMENTS
Brigham's non-derivative financial instruments include cash and cash
equivalents, accounts receivable, accounts payable and long-term debt. The
carrying amount of cash and cash equivalents, accounts receivable and accounts
payable approximate fair value because of their immediate or short-term
maturities. The carrying value of Brigham's Senior Credit Facility approximates
its fair market value since it bears interest at floating market interest rates.
The fair value of Brigham's Senior Subordinated Notes at December 31, 2002 and
2001 was $24.0 million and $13.9 million, respectively.
Brigham's accounts receivable relate to oil and natural gas sold to various
industry companies, and amounts due from industry participants for expenditures
made by Brigham on their behalf. Credit terms, typical of industry standards,
are of a short-term nature and Brigham does not require collateral. Brigham's
accounts receivable at December 31, 2002 and 2001 do not represent significant
credit risks as they are dispersed across many counterparties. Counterparties to
the natural gas and crude oil price swaps are investment grade financial
institutions.
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. EMPLOYEE BENEFIT PLANS
Brigham has adopted a defined contribution 401(k) plan for substantially
all of its employees. The plan provides for Brigham matching of employee
contributions to the plan, at Brigham's discretion. During 2002 and 2001,
Brigham matched 25% of eligible employee contributions. Based on attainment of
performance goals established at the beginning of 2002, Brigham matched an
additional 62.5% and 17% of eligible employee contributions made during 2002 and
2001, respectively. Brigham contributed $260,000 and $102,000 to the 401(k) plan
for the years ended December 31, 2002 and 2001, respectively, to match eligible
contributions by employees. Brigham did not match employee contributions in
2000.
15. STOCK BASED COMPENSATION
Brigham provides an incentive plan for the issuance of stock options, stock
appreciation rights, stock, restricted stock, cash or any combination of the
foregoing. The objective of this plan is to reward key employees whose
performance may have a significant effect on the success of Brigham. An
aggregate of 1,588,170 shares of Brigham's common stock was reserved for
issuance pursuant to this plan. By resolution of the stockholders in May 2001,
the number of shares of common stock available under the plan was amended to
equal the lesser of 13% of the shares of common stock of Brigham issued and
outstanding at any time or 2,077,335 shares. The Compensation Committee of the
Board of Directors determines the type of awards made to each participant and
the terms, conditions and limitations applicable to each award. At December 31,
2002, Brigham has issued approximately 85,000 incentive awards in excess of the
amount currently authorized by the plan. Brigham will ask stockholders to
approve an increase in the total shares available for incentive awards at the
next annual meeting in May 2003. The requested increase will be greater than
85,000 shares. Options granted subsequent to March 4, 1997 have an exercise
price equal to the fair market value of Brigham's common stock on the date of
grant and generally vest over three to five years.
In May 2002, Brigham accelerated the vesting of certain employee stock
options and extended the time limitation for exercising certain employee stock
options following termination of employment. These revisions resulted in the
immediate recognition of stock compensation cost as measured at the effective
date of the changes. Accordingly, a non-cash charge to general and
administrative expense in the amount of $596,000 was recorded.
Brigham also maintains a plan under which it offers stock compensation to
non-employee directors. Pursuant to the terms of the plan, non-employee
directors are entitled to annual grants. Options granted under this plan have an
exercise price equal to the fair market value of Brigham's common stock on the
date of grant and generally vest over five years.
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
15. STOCK BASED COMPENSATION (CONTINUED)
The following table summarizes activity under the incentive plan for each
of the three years ended December 31, 2002:
WEIGHTED AVERAGE
SHARES EXERCISE PRICE
----------------- ----------------
Options outstanding December 31, 1999 1,519,726 $ 4.47
Options granted . . . . . . . . . . 793,500 2.83
Options forfeited or cancelled. . . (898,112) (5.57)
Options exercised . . . . . . . . . (8,000) (5.11)
-----------------
Options outstanding December 31, 2000 1,407,114 2.89
Options granted . . . . . . . . . . 546,500 3.44
Options forfeited or cancelled. . . (239,369) (3.48)
Options exercised . . . . . . . . . (97,474) (2.59)
-----------------
Options outstanding December 31, 2001 1,616,771 3.00
Options granted . . . . . . . . . . 475,000 4.12
Options forfeited or cancelled. . . (177,129) (3.25)
Options exercised . . . . . . . . . (132,507) (2.23)
-----------------
Options outstanding December 31, 2002 1,782,135 $ 3.34
=================
Brigham is required to use variable accounting for 252,500 of the stock
options granted during 2000 of which 217,000 remain outstanding at December 31,
2002. This method of accounting requires recognition of noncash compensation
expense for the difference between the option exercise price and the market
price of Brigham's stock at the end of the accounting period of vested options.
Since the market price for Brigham's stock is a component of the variable cost
accounting calculation, it is not possible to determine the total noncash
compensation expense that will be recognized during the vesting period of these
options.
The following table summarizes information about stock options outstanding
at December 31, 2002:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------------- -------------------------------
NUMBER WEIGHTED- NUMBER
OUTSTANDING AT AVERAGE WEIGHTED- EXERCISABLE AT WEIGHTED-
DECEMBER 31, REMAINING AVERAGE DECEMBER 31, AVERAGE
EXERCISE PRICE 2002 CONTRACTUAL LIFE EXERCISE PRICE 2002 EXERCISE PRICE
- --------------- -------------- ---------------- --------------- -------------- ---------------
1.55 to $1.83 181,500 4.1 years $ 1.83 105,000 $ 1.83
2.38 to 3.41 869,635 5.0 years 2.48 414,293 2.64
3.61 to 5.19 719,000 5.7 years 4.07 129,300 3.75
6.31 to 14.38 12,000 2.8 years 6.98 9,533 7.16
-------------- --------------
1.55 to $14.38 1,782,135 5.2 years $ 3.34 658,126 $ 2.79
============== ==============
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
15. STOCK BASED COMPENSATION (CONTINUED)
Exchange of Certain Options for Shares of Restricted Stock
On October 25, 2000, the compensation committee of the Board of Directors
approved a proposal to give its employees a one-time right to elect to cancel
all or half of their outstanding employee stock options which were previously
granted with exercise prices of $5.00 per share (the "$5 Options") or $6.31 per
share (the "$6.31 Options") and to receive in exchange shares of restricted
stock under Brigham's 1997 Incentive Plan. The exchange ratios were .643 shares
of restricted stock for each share of common stock underlying a $5 Option and .4
shares of restricted stock for each share of common stock underlying a $6.31
Option.
Pursuant to the option exchange offer, on October 27, 2000, a total of
244,794 of the $5 Options were canceled in exchange for 157,401 shares of
restricted stock, and a total of 379,665 of the $6.31 Options were canceled in
exchange for 151,866 shares of restricted stock. Regardless of whether the
canceled options were vested or unvested, the shares of restricted stock vest
25% per year beginning October 27, 2000. The restricted stock agreements contain
provisions for accelerated vesting in some circumstances, which provisions are
similar to those in the agreements covering the canceled options. This exchange
resulted in noncash compensation expense of approximately $1.1 million that is
being recognized over the vesting period of the restricted stock.
16. RELATED PARTY TRANSACTIONS
During the years ended December 31, 2002, 2001 and 2000, Brigham incurred
costs of approximately $1.1 million, $0.4 million and $0.1 million,
respectively, in fees for land acquisition services performed by a company owned
by a brother of Brigham's President and Chief Executive Officer and its
Executive Vice President-Land and Administration. Other participants in
Brigham's 3-D seismic projects reimbursed Brigham for a portion of these
amounts. At December 31, 2002 and 2001, Brigham had recorded a liability in
accounts payable of approximately $0 and $30,000, respectively, related to
services performed by this company.
A director of Brigham served as a consultant to Brigham on various aspects
of its business and strategic issues. Fees paid for these services by Brigham
were approximately $45,000, $44,000 and $33,000 for the years ended December 31,
2002, 2001 and 2000, respectively. Additional disbursements totaling
approximately $12,000, $6,000 and $12,000 were made during 2002, 2001 and 2000,
respectively, for the reimbursement of certain expenses. At December 31, 2002
and 2001, there were no payables related to these services recorded by Brigham.
At December 31, 2002 Brigham had short-term accounts receivable of
approximately $94,000 from a director of Brigham. These receivables represent
the director's share of costs related to his working interest ownership in the
Staubach No. 1, Burkhart #1R and Matthes-Huebner #1 wells that are operated by
Brigham. The director obtained his interest in these wells through an
exploration and production company that is not affiliated with Brigham. At
December 31, 2002, $23,000 of the balance due was current and the remainder was
over ninety days past due. Open short-term accounts receivable with the director
are approximately $15,000 as of March 2003 and are thirty days past due.
On March 1, 2002, Brigham ended an agreement to sell substantially all of
its crude production to a single company, and began utilizing a broader range of
purchasers. In April 2002, Brigham began selling a portion of its oil production
to Citation Crude Marketing, Inc. based on an evaluation of terms and
capabilities offered by several companies. Brigham's Executive Vice President
and CFO and
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
16. RELATED PARTY TRANSACTIONS (CONTINUED)
board member through July 12, 2002 is the brother of the President of Citation
Crude Marketing, Inc., and the son of the President and Chief Executive Officer
of Citation Oil & Gas Corporation. Brigham sold approximately 212,000 barrels of
oil with a value of $5.6 million to Citation Crude Marketing, Inc. during 2002.
From time to time, in the normal course of business, Brigham has engaged a
drilling company in which one of Brigham's current directors owns stock and
serves on the board of directors. Total payments to the drilling company during
2002 and 2001 were $0.4 million and $3.9 million, respectively. At December 31,
2002, Brigham owed the drilling company approximately $0.4 million. At December
31, 2001 the drilling company was not performing work for Brigham and there were
no amounts owed.
From time to time during 2002, in the normal course of business, Brigham
has engaged a service company in which one of Brigham's current directors owns
stock and serves on the board of directors. Total payments to the service
company during 2002 were $130,000. At December 31, 2002, Brigham owed the
service company approximately $76,000. For the year ended December 31, 2001, the
service company was not a related party.
In October 2001, Brigham entered into a Joint Exploration Agreement with
Carrizo Oil & Gas, Inc. ("Carrizo"). Under the terms of this agreement the
parties (1) blended their existing oil and gas leasehold positions covering a
South Texas prospect, (2) identified five separate areas of mutual interest
within the prospect, and (3) agreed upon procedures for the future exploration
and development of the prospect. In November and December of 2002, Brigham and
Carrizo entered into agreements that increased Brigham's interest in some of the
leasehold within the South Texas prospect. One of Brigham's current directors
was a co-founder of Carrizo and is currently chairman of Carrizo's board of
directors. At December 31, 2002 and 2001, Brigham was owed $413,000 and
$158,000, respectively, by Carrizo for exploration and production activities.
Brigham owed Carrizo $11,000 and $13,000 at December 31, 2002 and 2001,
respectively.
During 2001, Brigham entered into three agreements with Aspect Resources,
LLC ("Aspect"). These agreements included: (1) a Joint Development Agreement
extending the term of an area of mutual interest arrangement, and establishing
cost sharing for potential expenditures within the project area; (2) an
Agreement and Partial Assignment of Seismic Participation Agreement under which
Aspect assigned Brigham an interest in an existing 3-D seismic project and
Brigham must pay the assigned interest portion of future costs; (3) a
Geophysical Exploration Agreement under which Brigham assigned Aspect an
interest in an existing 3-D project area (with certain exclusion) and Aspect
agreed to provide certain seismic data overlapping the project area and share in
future costs. The President of Aspect was a director of Brigham and a member of
the Compensation Committee for a portion of 2002 and all of 2001. Total amounts
paid to Aspect during 2002 and 2001 for exploration, development and production
operations were $189,000 and $588,000, respectively. Total amounts paid to
Brigham by Aspect, or on their behalf, during 2002 and 2001 for exploration,
development and production operations were $1,008,000 and $524,000,
respectively. Brigham owed Aspect $0 and $174,000 at December 31, 2002 and 2001,
respectively, for various exploration and production activities. Aspect owed
Brigham $312,000 and $291,000 at December 31, 2002 and 2001, respectively, for
various oil and gas exploration and production activities. Brigham was also owed
$2,800 and $20,000 by Aspect Management Corp., an affiliate of Aspect, at
December 31, 2002 and 2001, respectively, for joint venture operations.
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
17. SUPPLEMENTAL CASH FLOW INFORMATION
YEAR ENDED DECEMBER 31,
-----------------------
2002 2001 2000
------- ------ ------
Cash paid for interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,974 $4,257 $3,894
Noncash investing and financing activities:
Increase in current liabilities for deferred loan fees to be paid in future - 200 -
Increase in deferred loan fees for issuance of warrants . . . . . . . . . . - - 2,400
Dividends and accretion on mandatorily redeemable preferred stock . . . . . 2,952 2,450 275
Conversion of senior credit facility to common stock. . . . . . . . . . . . 10,000 - -
18. OTHER ASSETS AND LIABILITIES
Other current assets consist of the following (in thousands):
DECEMBER 31,
--------------
2002 2001
------ ------
Gas imbalance receivables . . . . . $3,656 $1,537
Deposits. . . . . . . . . . . . . . 1,909 -
Other . . . . . . . . . . . . . . . 1,078 873
------ ------
$6,643 $2,410
====== ======
Deposits are amounts held by Brigham's derivative counterparty.
Other current liabilities consist of the following (in thousands):
DECEMBER 31,
--------------
2002 2001
------- ------
Gas imbalance liabilities . . . . $ 5,650 $2,717
Derivative liabilities. . . . . . 3,168 384
Other . . . . . . . . . . . . . . 1,516 1,414
------- ------
$10,334 $4,515
======= ======
19. OIL AND NATURAL GAS EXPLORATION AND PRODUCTION ACTIVITIES
Oil and natural gas sales reflect the market prices of net production sold
or transferred with appropriate adjustments for royalties, net profits interest
and other contractual provisions. Lease operating expenses include lifting costs
incurred to operate and maintain productive wells and related equipment
including such costs as operating labor, repairs and maintenance, materials,
supplies and fuel consumed. Production taxes include production and severance
taxes. Depletion of oil and natural gas properties relates to capitalized costs
incurred in acquisition, exploration and development activities. Results of
operations do not include interest expense and general corporate amounts.
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
19. OIL AND NATURAL GAS EXPLORATION AND PRODUCTION ACTIVITIES
Costs Incurred and Capitalized Costs
The costs incurred in oil and natural gas acquisition, exploration and
development activities follow (in thousands):
DECEMBER 31,
----------------------------
2002 2001 2000
-------- -------- --------
Costs incurred for the year:
Exploration. . . . . . . . $12,693 $18,210 $14,238
Property acquisition . . . 3,213 3,437 2,540
Development. . . . . . . . 13,301 14,353 12,555
Proceeds from participants (703) (135) (40)
-------- -------- --------
$28,504 $35,865 $29,293
======== ======== ========
Costs incurred represent amounts incurred by Brigham for exploration,
property acquisition and development activities. Periodically, Brigham will
receive proceeds from participants subsequent to project initiation for an
assignment of an interest in the project. These payments are represented by
"Proceeds from participants" in the table above.
Following is a summary of capitalized costs (in thousands) excluded from
depletion at December 31, 2002 by year incurred. At this time, Brigham is unable
to predict either the timing of the inclusion of these costs and the related
natural gas and oil reserves in its depletion computation or their potential
future impact on depletion rates.
DECEMBER 31,
--------------------- PRIOR
2002 2001 2000 YEARS TOTAL
------ ------ ----- ------- -------
Property acquisition $ 682 $ 565 $ 195 $11,990 $13,432
Exploration. . . . . 1,406 418 77 19,838 21,739
Capitalized interest 516 405 15 1,296 2,232
------ ------ ----- ------- -------
Total. . . . . . . $2,604 $1,388 $ 287 $33,124 $37,403
====== ====== ===== ======= =======
20. OIL AND NATURAL GAS RESERVES AND RELATED FINANCIAL DATA (UNAUDITED)
Information with respect to Brigham's oil and natural gas producing
activities is presented in the following tables. Reserve quantities, as well as
certain information regarding future production and discounted cash flows, were
determined by Brigham's independent petroleum consultants and internal petroleum
reservoir engineers.
Oil and Natural Gas Reserve Data
The following tables present Brigham's estimates of its proved oil and
natural gas reserves. Brigham emphasizes reserves are approximates and are
expected to change as additional information becomes available. Reservoir
engineering is a subjective process of estimating underground accumulations of
oil and natural gas that cannot be measured in an exact way, and the accuracy of
any reserve estimate is a function of the quality of available data and of
engineering and geological interpretation and judgment. Accordingly, there can
be no assurance that the reserves set forth herein
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
20. OIL AND NATURAL GAS RESERVES AND RELATED FINANCIAL DATA (UNAUDITED)
(CONTINUED)
will ultimately be produced nor can there be assurance that the proved
undeveloped reserves will be developed within the periods anticipated. A
substantial portion of the reserve balances was estimated utilizing the
volumetric method, as opposed to the production performance method.
NATURAL
GAS OIL
(MMCF) (MBBLS)
-------- -------
Proved reserves at December 31, 1999. . . . . 65,457 3,027
Revisions of previous estimates . . . . . . 83 (554)
Extensions, discoveries and other additions 17,058 758
Production. . . . . . . . . . . . . . . . . (4,431) (361)
-------- -------
Proved reserves at December 31, 2000. . . . . 78,167 2,870
Revisions of previous estimates . . . . . . (1,959) 351
Extensions, discoveries and other additions 22,554 1,101
Sales of minerals-in-place. . . . . . . . . (3,402) (106)
Production. . . . . . . . . . . . . . . . . (6,766) (468)
-------- -------
Proved reserves at December 31, 2001. . . . . 88,594 3,748
Revisions of previous estimates . . . . . . (824) (31)
Extensions, discoveries and other additions 18,005 599
Sales of minerals-in-place. . . . . . . . . (556) (8)
Production. . . . . . . . . . . . . . . . . (5,791) (701)
-------- -------
Proved reserves at December 31, 2002. . . . . 99,428 3,607
======== ======
Proved developed reserves at December 31:
2000. . . . . . . . . . . . . . . . . . . . 39,271 1,802
2001. . . . . . . . . . . . . . . . . . . . 38,633 2,609
2002. . . . . . . . . . . . . . . . . . . . 42,161 2,330
Proved reserves are estimated quantities of natural gas and crude oil,
which geological and engineering data indicate with reasonable certainty to be
recoverable in future years from known reservoirs under existing economic and
operating conditions. Proved developed reserves are proved reserves that can be
expected to be recovered through existing wells with existing equipment and
operating methods.
Standardized Measure of Discounted Future Net Cash Inflows and Changes Therein
The following table presents a standardized measure of discounted future
net cash inflows (in thousands) relating to proved oil and natural gas reserves.
Future cash flows were computed by applying year-end prices of oil and natural
gas relating to Brigham's proved reserves to the estimated year-end quantities
of those reserves. Future price changes were considered only to the extent
provided by contractual agreements in existence at year-end. Future production
and development costs were computed by estimating those expenditures expected to
occur in developing and producing the proved oil and natural gas reserves at the
end of the year, based on year-end costs. Actual future cash inflows
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
20. OIL AND NATURAL GAS RESERVES AND RELATED FINANCIAL DATA (UNAUDITED)
(CONTINUED)
may vary considerably, and the standardized measure does not necessarily
represent the fair value of Brigham's oil and natural gas reserves.
DECEMBER 31,
---------------------------------
2002 2001 2000
---------- --------- ----------
Future cash inflows $ 601,081 $301,201 $ 899,819
Future development and production costs (131,357) (84,413) (154,295)
Future income tax expense (104,724) (34,062) (216,342)
---------- --------- ----------
Future net cash inflows 365,000 182,726 529,182
10% annual discount for estimated timing of cash flows (125,302) (61,802) (169,954)
---------- --------- ----------
Standardized measure of discounted future net cash flows $ 239,698 $120,924 $ 359,228
========== ========= ==========
The base sales prices for Brigham's reserves were $4.74 per Mcf for natural
gas and $31.25 per Bbl for oil as of December 31, 2002, $2.57 per Mcf for
natural gas and $19.84 per Bbl for oil as of December 31, 2001, and $10.42 per
Mcf for natural gas and $26.83 per Bbl for oil as of December 31, 2000. These
base prices were adjusted to reflect applicable transportation and quality
differentials on a well-by-well basis to arrive at realized sales prices used to
estimate Brigham's reserves at these dates.
Changes in the future net cash inflows discounted at 10% per annum follow
(in thousands):
DECEMBER 31,
---------------------------------
2002 2001 2000
--------- ---------- ----------
Beginning of period. . . . . . . . . . . . . . . . . . . . . . . $120,924 $ 359,228 $ 113,546
Sales of oil and natural gas produced, net of production costs (31,475) (27,296) (15,218)
Development costs incurred . . . . . . . . . . . . . . . . . . 8,625 8,310 5,308
Extensions and discoveries . . . . . . . . . . . . . . . . . . 60,872 41,278 295,239
Sales of minerals-in-place . . . . . . . . . . . . . . . . . . (1,064) (22,476) -
Net change of prices and production costs. . . . . . . . . . . 136,808 (322,047) 175,018
Change in future development costs . . . . . . . . . . . . . . (8,000) (15,956) 6,990
Changes in production rates and other. . . . . . . . . . . . . (17,003) (29,545) (83,322)
Revisions of quantity estimates. . . . . . . . . . . . . . . . (2,876) (22,676) (12,262)
Accretion of discount. . . . . . . . . . . . . . . . . . . . . 14,681 49,766 11,447
Change in income taxes . . . . . . . . . . . . . . . . . . . . (41,794) 102,338 (137,518)
--------- ---------- ----------
End of period. . . . . . . . . . . . . . . . . . . . . . . . . . $239,698 $ 120,924 $ 359,228
========= ========== ==========
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
21. QUARTERLY FINANCIAL DATA (UNAUDITED)
YEAR ENDED DECEMBER 31, 2002
------------------------------------------------
QUARTER 1 QUARTER 2 QUARTER 3 QUARTER 4
----------- ---------- ---------- -----------
Revenue . . . . . . . . . . . . $ 6,444 $ 8,786 $ 9,449 $ 10,497
Operating income. . . . . . . . 1,016 2,278 3,424 2,717
Net income (loss) . . . . . . . (1,332) 61 989 (294)
Net income (loss) per share:
Basic . . . . . . . . . . . . $ (0.08) $ 0.00 $ 0.06 $ (0.02)
Diluted . . . . . . . . . . . $ (0.08) $ 0.00 $ 0.06 $ (0.02)
YEAR ENDED DECEMBER 31, 2001
------------------------------------------------
QUARTER 1 QUARTER 2 QUARTER 3 QUARTER 4
----------- ---------- ---------- -----------
Revenue . . . . . . . . . . . . $ 7,043 $ 10,504 $ 8,871 $ 6,130
Operating income (loss) . . . . 2,425 4,876 3,296 (572)
Net income (loss) . . . . . . . 424 8,327 2,947 (2,460)
Net income (loss) per share:
Basic . . . . . . . . . . . . $ 0.03 $ 0.52 $ 0.18 $ (0.15)
Diluted*. . . . . . . . . . . $ 0.02 $ 0.30 $ 0.13 $ (0.15)
<FN>
________________________________
* As discussed further in Note 10, the diluted earnings per share data
for 2001 Quarter 2 and 3 have been restated.
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
3.1 Certificate of Incorporation (filed as Exhibit 3.1 to Brigham's
Registration Statement on Form S-1 (Registration No. 333-22491),
and incorporated herein by reference)
3.2 Certificates of Amendment to Certificate of Incorporation (filed as
Exhibit 3.1.1 to Brigham's Registration Statement on Form S-3
(Registration No. 333-37558), and incorporated herein by reference)
3.3 Bylaws (filed as Exhibit 3.2 to Brigham's Registration Statement on
Form S-1 (Registration No. 333-22491), and incorporated herein by
reference)
4.1 Bylaws (filed as Exhibit 3.2 to Brigham's Registration Statement on
Form S-1 (Registration No. 333-22491), and incorporated herein by
reference)
4.2 Certificate of Designations of Series A Preferred Stock (Par Value
$.01 Per Share) of Brigham Exploration Company filed October 31,
2000 (filed as Exhibit 4.1 to Brigham's Current Report on Form 8-K,
as amended (filed November 8, 2000), and incorporated herein by
reference)
4.3 Certificate of Amendment of Certificate of Designations of Series A
Preferred Stock (Par Value $.01 Per Share) of Brigham Exploration
Company, filed March 2, 2001 (filed as Exhibit 4.2.1 to Brigham's
Annual Report on Form 10-K for the year ended December 31, 2000
(filed March 23, 2001), and incorporated herein by reference)
4.4 Certificate of Designations of Series B Preferred Stock (Par Value
$.01 Per Share) of Brigham Exploration Company filed December 20,
2002 (filed as Exhibit 4.4 to Brigham's Annual Report on Form 10-K
for the year ended December 31, 2002 and incorporated herein by
reference)
10.1 Amended and Restated Agreement of Limited Partnership of Brigham
Oil & Gas, L.P., dated December 30, 1997 by and among Brigham,
Inc., Brigham Holdings I, L.L.C. and Brigham Holdings II, L.L.C.
(filed as Exhibit 10.1.4 to Brigham's Annual Report on Form 10-K
for the year ended December 31, 1998 and incorporated herein by
reference)
10.2 Consulting Agreement, dated May 1, 1997, by and between Brigham
Oil & Gas, L.P. and Harold D. Carter (filed as Exhibit 10.4 to
Brigham's Registration Statement on Form S-1 (Registration No.
33-53873) and incorporated herein by reference)
10.3 Letter agreement, dated as of March 20, 2000, setting forth
amendments effective January 1, 2000, to the Consulting Agreement,
dated May 1, 1997, by and between Brigham Oil & Gas, L.P. and
Harold D. Carter (filed as Exhibit 10.5.1 to Brigham's Annual
Report on Form 10-K for the year ended December 31, 1999 and
incorporated herein by reference)
10.4 Employment Agreement, by and between Brigham Exploration Company
and Ben M. Brigham (filed as Exhibit 10.7 to Brigham's Registration
Statement on Form S-1 (Registration No. 333-22491) and incorporated
herein by reference)
10.5 Form of Confidentiality and Noncompete Agreement between the
Registrant and each of its executive officers (filed as Exhibit
10.8 to Brigham's Registration Statement on Form S-1 (Registration
No. 333-22491) and incorporated herein by reference)
10.6 1997 Incentive Plan of Brigham Exploration Company as amended
through April 9, 2003 (filed as Appendix B to Brigham's Definitive
Proxy Statement on Schedule 14-A on May 7, 2003 and incorporated
herein by reference)
10.7 Form of Option Agreement for certain executive officers (filed as
Exhibit 10.9.1 to Brigham's Registration Statement on Form S-1
(Registration No. 333-22491) and incorporated herein by reference)
10.8 Form of Restricted Stock Agreement for certain executive officers
dated as of October 27, 2000 (filed as Exhibit 10.8.2 to Brigham's
Annual Report on Form 10-K for the year ended December 31, 2000 and
incorporated herein by reference)
10.9 Incentive Bonus Plan dated as of February 28, 1997 of Brigham,
Inc. and Brigham Oil & Gas, L.P. (filed as Exhibit 10.10 to
Brigham's Registration Statement on Form S-1 (Registration No.
333-22491) and incorporated herein by reference)
10.10 Two Bridgepoint Lease Agreement, dated September 30, 1996, by and
between Investors Life Insurance Company of North America and
Brigham Oil & Gas, L.P. (filed as Exhibit 10.14 to Brigham's
Registration Statement on Form S-1 (Registration No. 333-22491) and
incorporated herein by reference)
10.11 First Amendment to Two Bridge Point Lease Agreement dated April
11, 1997 between Investors Life Insurance Company of North America
and Brigham Oil & Gas, L.P. (filed as Exhibit 10.9.1 to Brigham's
Registration Statement on Form S-1 (Registration No. 333-53873) and
incorporated herein by reference)
10.12 Second Amendment to Two Bridge Point Lease Agreement dated
October 13, 1997 between Investors Life Insurance Company of North
America and Brigham Oil & Gas, L.P. (filed as Exhibit 10.9.2 to
Brigham's Registration Statement on Form S-1 (Registration No.
333-53873) and incorporated herein by reference)
10.13 Letter dated April 17, 1998 exercising Right of First Refusal to
Lease "3rd Option Space" (filed as Exhibit 10.9.3 to Brigham's
Registration Statement on Form S-1 (Registration No. 333-53873) and
incorporated herein by reference)
10.14 Agreement and Assignment of Interest, West Bradley Project, dated
September 1, 1995, by and between Aspect Resources Limited
Liability Company and Brigham Oil & Gas, L.P. (filed as Exhibit
10.21 to Brigham's Registration Statement on Form S-1 (Registration
No. 333-22491) and incorporated herein by reference)
10.15 Agreement and Assignment of Interests in lands located in Grady
County, Oklahoma, West Bradley Project, dated December 1, 1995, by
and between Aspect Resources Limited Liability Company, Brigham Oil
& Gas, L.P. and Venture Acquisitions, L.P. (filed as Exhibit 10.22
to Brigham's Registration Statement on Form S-1 (Registration No.
333-22491) and incorporated herein by reference)
10.16 Agreement and Assignment of Interests, West Bradley Project,
dated December 1, 1995, by and between Aspect Resources Limited
Liability Company and Brigham Oil & Gas, L.P. (filed as Exhibit
10.23 to Brigham's Registration Statement on Form S-1 (Registration
No. 333-22491) and incorporated herein by reference)
10.17 Form of Indemnity Agreement between the Registrant and each of
its executive officers (filed as Exhibit 10.28 to Brigham's
Registration Statement on Form S-1 (Registration No. 333-22491) and
incorporated herein by reference)
10.18 Registration Rights Agreement dated February 26, 1997 by and
among Brigham Exploration Company, General Atlantic Partners III
L.P., GAP-Brigham Partners, L.P., RIMCO Partners, L.P. II, RIMCO
Partners L.P. III, and RIMCO Partners, L.P. IV, Ben M. Brigham,
Anne L. Brigham, Harold D. Carter, Craig M. Fleming, David T.
Brigham and Jon L. Glass (filed as Exhibit 10.29 to Brigham's
Registration Statement on Form S-1 (Registration No. 333-22491) and
incorporated herein by reference)
10.19 1997 Director Stock Option Plan, as amended through April 9, 2003
(filed as Appendix A to Brigham's Definitive Proxy Statement on
Schedule 14-A filed May 7, 2003 and incorporated herein by
reference)
10.20 Form of Employee Stock Ownership Agreement (filed as Exhibit
10.31 to Brigham's Registration Statement on Form S-1 (Registration
No. 333-22491) and incorporated herein by reference)
10.21 Agreement and Assignment of Interest in Geophysical Exploration
Agreement, Esperson Dome Project, dated November 1, 1994, by and
between Brigham Oil & Gas, L.P. and Vaquero Gas Company (filed as
Exhibit 10.33 to Brigham's Registration Statement on Form S-1
(Registration No. 333-22491) and incorporated herein by reference)
10.22 Proposed Trade Structure, RIMCO/Tigre Project, Vermillion Parish,
Louisiana, among Brigham Oil & Gas, L.P., Tigre Energy Corporation
and Resource Investors Management Company (filed as Exhibit 10.36
to Brigham's Registration Statement on Form S-1 (Registration No.
333-22491) and incorporated herein by reference)
10.23 Letter relating to Proposed Trade Structure, RIMCO/Tigre Project,
dated January 31, 1997, from Resource Investors Management Company
to Brigham Oil & Gas, L.P. (filed as Exhibit 10.36 to Brigham's
Registration Statement on Form S-1 (Registration No. 333-22491) and
incorporated herein by reference)
10.24 Agreement dated March 6, 2000 by and between RIMCO Production
Co., Tigre Energy Corporation and Brigham Oil & Gas, L.P. regarding
modifications to the Proposed Trade Structure, RIMCO/Tigre Project,
dated January 31, 1997 (filed as Exhibit 10.31.2 to Brigham's
Annual Report on Form 10-K for the year ended December 31, 1999 and
incorporated by reference herein)
10.25 Form Change of Control Agreement dated as of September 20, 1999
between Brigham Exploration Company and certain Officers (filed as
Exhibit 10.3 to Brigham's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1999 and incorporated by
reference herein)
10.26 Warrant Agreement for the Purchase of Common Stock dated as of
July 19, 1999 by and between Brigham Exploration Company and Bank
of Montreal (filed as Exhibit 10.4 to Brigham's Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 1999 and
incorporated by reference herein)
10.27 Warrant Agreement for the Purchase of Common Stock dated as of
July 19, 1999 by and between Brigham Exploration Company and
Societe Generale, Southwest Agency (filed as Exhibit 10.5 to
Brigham's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1999 and incorporated by reference herein)
10.28 First Amendment to Warrant Agreement dated as of February 17,
2000 between Brigham Exploration Company and Bank of Montreal
(filed as Exhibit 10.4 to Brigham's Current Report on Form 8-K
filed February 29, 2000 and incorporated herein by reference).
10.29 First Amendment to Warrant Agreement dated as of February 17,
2000 between Brigham Exploration Company and Societe Generale,
Southwest Agency (filed as Exhibit 10.5 to Brigham's Current Report
on Form 8-K filed February 29, 2000 and incorporated herein by
reference).
10.30 Joint Development Agreement, dated as of February 10, 1999, by
and between Brigham Oil & Gas, L.P. and Aspect Resources LLC.
(filed as Exhibit 10.65 to Brigham's Annual Report on Form 10-K for
the year ended December 31, 1999 and incorporated herein by
reference)
10.31 First Amendment, dated as of May 10, 1999, to that certain Joint
Development Agreement entered into effective as of February 10,
1999, by and between Brigham Oil & Gas, L.P. and Aspect Resources
LLC. (filed as Exhibit 10.65.1 to Brigham's Annual Report on Form
10-K for the year ended December 31, 1999 and incorporated herein
by reference).
10.32 Acquisition and Participation Agreement, dated October 21, 1999,
by and between Brigham Oil & Gas, L.P. and Aspect Resources LLC.
(filed as Exhibit 10.65.2 to Brigham's Annual Report on Form 10-K
for the year ended December 31, 1999 and incorporated herein by
reference)
10.33 Letter agreement, dated as of December 30, 1999, regarding
amendments to Joint Development Agreement, dated as of February 10,
1999, as amended, by and between Brigham Oil & Gas, L.P. and Aspect
Resources LLC. (filed as Exhibit 10.65.3 to Brigham's Annual Report
on Form 10-K for the year ended December 31, 1999 and incorporated
herein by reference)
10.34 Letter agreement dated as of September 6, 1999 between Brigham
Oil & Gas, L.P. and Brigham Land Management Company, Inc. regarding
work to be performed within Brigham's Angelton Project. (filed as
Exhibit 10.66 to Brigham's Annual Report on Form 10-K for the year
ended December 31, 1999 and incorporated herein by reference).
10.35 Securities Purchase Agreement dated as of November 1, 2000
between Brigham Exploration Company, DLJ MB Funding III, Inc., and
DLJ ESC II, LP., (filed as Exhibit 10.9 to Brigham's Current Report
on Form 8-K, as amended (filed November 8, 2000) and incorporated
herein by reference)
10.36 Registration Rights Agreement dated November 1, 2000 by and
between Brigham Exploration Company, DLJ MB Funding III, Inc., and
DLJ ESC II, LP. (filed as Exhibit 10.10 to Brigham's Current Report
on Form 8-K, as amended (filed November 8, 2000) and incorporated
herein by reference)
10.37 Warrant Certificate dated as of November 1, 2000 by and between
Brigham Exploration Company and DLJ MB Funding III, Inc. (filed as
Exhibit 10.11 to Brigham's Current Report on Form 8-K, as amended
(filed November 8, 2000) and incorporated herein by reference)
10.38 Warrant Certificate dated as of November 1, 2000 by and between
Brigham Exploration Company and DLJ ESC II, LP. (filed as Exhibit
10.12 to Brigham's Current Report on Form 8-K, as amended (filed
November 8, 2000) and incorporated herein by reference)
10.39 Securities Purchase Agreement dated as of March 5, 2001 among
Brigham Exploration Company, DLJ MB Funding III, Inc., DLJ Merchant
Banking Partners III, LP, DLJ ESC II, LP and DLJ Offshore Partners
III, CV (filed as Exhibit 10.70 to Brigham's Annual Report on Form
10-K for the year ended December 31, 2000 and incorporated herein
by reference)
10.40 First Amendment to Registration Rights Agreement, dated March 5,
2001, by and among Brigham Exploration Company, DLJMB Funding III,
Inc., DLJ Merchant Banking Partners III, LP, DLJ ESC II, LP and DLJ
Offshore Partners III, CV (filed as Exhibit 10.71 to Brigham's
Annual Report on Form 10-K for the year ended December 31, 2000 and
incorporated herein by reference)
10.41 Warrant Certificate dated as of March 5, 2001 by and between
Brigham Exploration Company and DLJMB Funding III, Inc. (filed as
Exhibit 10.72 to Brigham's Annual Report on Form 10-K for the year
ended December 31, 2000 and incorporated herein by reference)
10.42 Warrant Certificate dated as of March 5, 2001 by and between
Brigham Exploration Company and DLJ ESC II, LP. (filed as Exhibit
10.73 to Brigham's Annual Report on Form 10-K for the year ended
December 31, 2000 and incorporated herein by reference)
10.43 Warrant Certificate dated as of March 5, 2001 by and between
Brigham Exploration Company and DLJ Merchant Banking Partners III,
LP. (filed as Exhibit 10.74 to Brigham's Annual Report on Form 10-K
for the year ended December 31, 2000 and incorporated herein by
reference)
10.44 Warrant Certificate dated as of March 5, 2001 by and between
Brigham Exploration Company and DLJ Offshore Partners III, CV(filed
as Exhibit 10.75 to Brigham's Annual Report on Form 10-K for the
year ended December 31, 2000 and incorporated herein by reference)
10.45 Exchange Agreement, dated November 21, 2002 between Brigham
Exploration Company, Brigham Oil & Gas, L.P. and Shell Capital Inc.
(filed as Exhibit 10.47 to Brigham's Annual Report on Form 10-K for
the year ended December 31, 2002 and incorporated herein by
reference)
10.46 Omnibus Agreement, dated November 21, 2002 between Brigham
Exploration Company, Brigham Oil & Gas, L.P. and certain Credit
Suisse First Boston entities (filed as Exhibit 10.48 to Brigham's
Annual Report on Form 10-K for the year ended December 31, 2002 and
incorporated herein by reference)
10.47 Securities Purchase Agreement dated December 20, 2002 between
Brigham Exploration Company and certain Credit Suisse First Boston
entities (filed as Exhibit 10.49 to Brigham's Annual Report on Form
10-K for the year ended December 31, 2002 and incorporated herein
by reference)
10.48 Registration Rights Agreement dated December 20, 2002 between
Brigham Exploration Company and Shell Capital Inc. (filed as
Exhibit 10.50 to Brigham's Annual Report on Form 10-K for the year
ended December 31, 2002 and incorporated herein by reference)
10.49 Second Amendment to Registration Rights Agreement dated December
21, 2002 between Brigham Exploration Company and Credit Suisse
First Boston entities (filed as Exhibit 10.51 to Brigham's Annual
Report on Form 10-K for the year ended December 31, 2002 and
incorporated herein by reference)
10.50 Stockholders Voting Agreement, dated December 20, 2002 between
Brigham Exploration Company, certain Credit Suisse First Boston
entities, Ben M. and Anne L. Brigham, Harold D. Carter, General
Atlantic Partners, III, L.P., GAP-Brigham Partners, L.P. GAP Co
Investment Partners II, L.P., Aspect Resources, LLC and certain
officers (filed as Exhibit 10.52 to Brigham's Annual Report on Form
10-K for the year ended December 31, 2002 and incorporated herein
by reference)
10.51 Second Amended and Restated Credit Agreement, dated March 21,
2003 between Brigham Oil & Gas, L.P., Soci t G n rale, The Royal
Bank of Scotland plc and Bank of America, N.A. (filed as Exhibit
10.53 to Brigham's Annual Report on Form 10-K for the year ended
December 31, 2002 and incorporated herein by reference)
10.52 Amended and Restated Subordinated Credit Agreement, dated March
21, 2003 between Brigham Oil & Gas, L.P. and The Royal Bank of
Scotland plc (filed as Exhibit 10.54 to Brigham's Annual Report on
Form 10-K for the year ended December 31, 2002 and incorporated
herein by reference)
21 Subsidiaries (filed as Exhibit 21 to Brigham's Annual Report on
Form 10-K for the year ended December 31, 2002 and incorporated
herein by reference)
23.1 Consent of PricewaterhouseCoopers LLP, independent public
accountants (filed as Exhibit 23.1 to Brigham's Annual Report on
Form 10-K for the year ended December 31, 2002 and incorporated
herein by reference)
23.2+ Consent of PricewaterhouseCoopers LLP, independent public
accountants
99.1+ Section 906 Certification by Ben M. Brigham.
99.2+ Section 906 Certification by Eugene B. Shepherd, Jr.
_______________
+ Filed herewith