SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[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 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
----------
COMMISSION FILE NUMBER: 000-22433
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
BRIGHAM, INC. 401(K) PLAN
B: Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
BRIGHAM EXPLORATION COMPANY
6300 BRIDGEPOINT PARKWAY
BUILDING TWO, SUITE 500
AUSTIN, TEXAS 78730
BRIGHAM, INC. 401(K) PLAN
2002 FORM 11-K
PAGE
----
REQUIRED INFORMATION
ITEM 4. Unaudited Financial Statements And Schedule Prepared in Accordance
With ERISA
Statements of Net Assets Available for Plan Benefits as of
December 31, 2002 and 2001 . . . . . . . . . . . . . . . . . . . . 1
Statement of Changes in Net Assets Available for Plan Benefits for
the Year Ended December 31, 2002 . . . . . . . . . . . . . . . . . 2
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . .3
Supplemental schedule:
Schedule H, Line 4(i) - Assets Held for Investment Purposes
At December 31, 2002 . . . . . . . . . . . . . . . . . . . . . . . 6
SIGNATURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
BRIGHAM, INC. 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE
FOR PLAN BENEFITS
(Unaudited)
December 31,
----------------------
2002 2001
---------- ----------
Assets
Investments at fair value:
BT Investment International $ - $ 46,606
Janus Worldwide Fund* 84,366 99,604
Janus Twenty Fund* 170,228 255,766
MFS Massachusetts Invest. Growth Fund - 39,195
Dreyfus Appreciation* 129,422 196,077
Safeco Equity No-Load - 16,900
Dreyfus S&P 500 Index Fund* 77,802 100,584
Pimco Total Return* 215,546 135,675
RS Emerging Growth* - 63,108
Schwab Institutional Money Market* 112,145 75,869
First Eagle SOGEN Overseas 48,638 -
Hennessy Cornerstone Growth 53,699 -
Jensen Portfolio 34,054 -
PBHG Clipper 27,333 -
Royce Special Equity 6,604 -
Calamos Growth 6,476 -
Oakmark Select 8,676 -
Stock Liquidity Fund 274 20
Loans to participants 25,918 71,326
Common stock of Brigham Exploration Company 121,873 56,358
---------- ----------
Total investments 1,123,054 1,157,088
---------- ----------
Receivables:
Participants' contributions 8,038 8,097
Employer matching 167,962 39,003
Other 586 544
---------- ----------
Total receivables 176,586 47,644
---------- ----------
Net assets available for plan benefits $1,299,640 $1,204,732
========== ==========
* Investments greater than 5% of net assets available for plan benefits.
See accompanying notes to the financial statements
1
BRIGHAM, INC. 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
(Unaudited)
Year Ended
December 31,
2002
--------------
Additions to net assets attributed to:
Net appreciation (depreciation) in fair value $ (201,803)
Interest 3,186
--------------
Total investment income (198,617)
--------------
Contributions:
Participants 300,084
Employer Matching 277,169
--------------
Total contributions 577,253
--------------
--------------
Total additions 378,636
--------------
Deductions from net assets attributed to:
Benefits distributed to participants 280,076
Administrative and trustee fees 4,238
Other (586)
--------------
Total deductions 283,728
--------------
Increase/(decrease) in net assets available for plan benefits 94,908
Net assets available for plan benefits at beginning of year 1,204,732
--------------
Net assets available for plan benefits at end of year $ 1,299,640
==============
See accompanying notes to the financial statements.
2
BRIGHAM, INC. 401(k) PLAN
NOTES TO THE FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
The following description of the Brigham, Inc. 401(k) Plan (the "Plan")
provides only general information. Participants should refer to the Plan
documents for a more complete description of the Plan provisions, a copy of
which is available from Brigham, Inc. (the "Company").
General
The Plan is a successor to the Brigham Oil & Gas, L.P. 401(k) Plan which
was originally effective as of September 19, 1996. Effective January 1,
1998, Brigham Oil & Gas, L.P. assigned its sponsorship of the Plan to
Brigham, Inc. and the Plan's name was changed to the Brigham, Inc. 401(k)
Plan. Effective January 1, 1999, the Plan was restated concurrent with a
change in the Plan's third-party administrator and trustee. The Plan is
subject to the provisions of the Employee Retirement Income Security Act
("ERISA").
The Plan is a defined contribution plan created for the benefit of the
employees of the Company. Effective August 1, 2001 the Plan covers all
employees except leased employees, employees of a unit covered by a
collective bargaining agreement, non-resident aliens, independent
contractors, and employees of affiliated employers. Prior to August 1, 2001
the Plan covered all employees who are 21 years of age and have completed
six months of service. Prior to August 1, 2001 employees could enroll in
the Plan on the first day of January, April, July or October of each year.
The Company administers the Plan. The Company has appointed Invesmart, Inc.
(formerly Plan Data, Inc.) as a third party administrator. The Plan's
assets are held by a trust fund administered by The Charles Schwab Trust
Company.
Contributions
A participant may contribute a portion of his/her pre-tax compensation in
amounts up to the maximum deferral permitted under the Internal Revenue
Code. For 2002, this limit was $11,000. At its discretion, and to be
determined annually, the Company may make matching contributions to the
Plan. The Company may also make an additional annual, discretionary profit
sharing contribution. For 2002, the Company made discretionary
contributions of $277,169.
Interfund Transfers
Participants may change their percentage contributions once per calendar
quarter on Plan enrollment dates. Participants may change fund allocations
as frequently as desired and at any time.
Vesting
Plan participants are fully vested at all times in their participant
contributed assets. The Plan provides for vesting of assets contributed by
the Company of 20% after two years of service and 20% additional vesting
3
BRIGHAM, INC. 401(k) PLAN
NOTES TO THE FINANCIAL STATEMENTS
for each additional year of service thereafter until the sixth year, at
which time the employer contributed assets are fully vested. Participants
are automatically fully vested in their accounts upon retirement,
disability or death, as defined in the Plan.
Benefit Payments
Plan participants may receive a lump sum payment of all vested benefits
upon retirement, disability, death or termination of employment. A
participant may also make hardship withdrawals, subject to certain rules
and restrictions, from the vested portion of his or her account.
Participant Loans
The Plan includes a provision that permits participants to borrow a minimum
of $1,000 and up to the lesser of 50% of the value of the vested portion of
their Plan assets or $50,000. The loans are payable through payroll
deductions in principal installments plus interest at prime plus 2% through
payroll deductions. General purpose loans are due over terms up to 5 years.
Primary residence loans are due over terms up to 30 years.
Administrative Expenses
The Company pays costs and expenses incurred in administering the Plan,
excluding certain fees and expenses of the trustee and investment manager.
2. ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared on the accrual
basis of accounting. The trustee holds and manages the funds and
distributes cash to Plan participants.
The assets of the Plan are invested in separate funds managed by
independent registered investment advisors and/or in Brigham Exploration
Company stock.
Valuation of Investments
Short-term investments and loans to participants are stated at cost, which
approximates fair value. Quoted market prices are used to value
investments. Shares of mutual funds are valued at the net asset value of
shares held by the Plan at year-end. The net appreciation or depreciation
in the fair value of investments, which consists of the realized gains or
losses and the unrealized appreciation or depreciation on those
investments, is presented in the Plan's "Statement of Changes in Net Assets
Available for Benefits".
4
BRIGHAM, INC. 401(k) PLAN
NOTES TO THE FINANCIAL STATEMENTS
The Use of Estimates in Preparing Financial Statements
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates that affect the reported amounts in the financial statements
and accompanying notes and schedules. Actual results may differ from those
estimates.
3. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants become fully vested in their accounts.
4. ERISA
Management is unaware of any variations in the operation of the Plan from
the terms of the Plan documents. The Plan has complied with the fidelity
bonding requirement of ERISA.
5
BRIGHAM, INC. 401(k) PLAN
SCHEDULE H, LINE 4(I) - ASSETS HELD
FOR INVESTMENT PURPOSES AT END OF YEAR
(Unaudited)
INVESTMENTS AT DECEMBER 31, 2002
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF
LESSOR OR SIMILAR PARTY INVESTMENT
- ------------------------------ ---------------------------------
* Brigham Exploration Company Common stock $ 121,873
Stock Liquidity Fund Cash $ 274
Calamos Growth Stock mutual fund $ 6,476
Dreyfus Appreciation Stock mutual fund $ 129,422
Dreyfus S&P 500 Index Fund Stock mutual fund $ 77,802
First Eagle SOGEN Overseas Stock mutual fund $ 48,638
Hennessy Cornerstone Growth Stock mutual fund $ 53,699
Janus Worldwide Fund Stock mutual fund $ 84,366
Janus Twenty Fund Stock mutual fund $ 170,228
Jensen Portfolio Stock mutual fund $ 34,054
Oakmark Select Stock mutual fund $ 8,676
PBHG Clipper Stock mutual fund $ 27,333
Royce Special Equity Stock mutual fund $ 6,604
Pimco Total Return Bond/fixed income mutual fund $ 215,546
* Schwab Institutional Money Market Money market mutual fund $ 112,145
Participant Loans Due April, 30, 2004 through $ 25,918
August 31, 2005 at
5.75% to 10.5%
<FN>
* Indicates party in-interest
6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed by the undersigned hereunto duly
authorized.
BRIGHAM, INC. 401(K) PLAN
Date: July 3, 2003 By: /s/ Malcom O. Brown
--------------------------
Malcom O. Brown
Vice President & Controller
7