================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 000-22433 BRIGHAM EXPLORATION COMPANY (Exact name of registrant as specified in its charter) DELAWARE 1311 75-2692967 - --------------------------------- ---------------------------- ----------------------- (State of other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or organization) Classification Code Number) Identification Number) 6300 BRIDGE POINT PARKWAY, BUILDING 2, SUITE 500, AUSTIN, TEXAS 78730 (Address of principal executive offices) (512) 427-3300 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12 b-2 of the Act). Yes [ ] No [X] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. CLASS OUTSTANDING ----- ----------- Common Stock, par value $.01 per share as of August 12, 2003 20,567,910 ================================================================================ BRIGHAM EXPLORATION COMPANY SECOND QUARTER 2003 FORM 10-Q REPORT TABLE OF CONTENTS ----------------- PAGE ---- PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Consolidated Balance Sheets - June 30, 2003 and December 31, 2002 . . . . . . . . . . . . 1 Consolidated Statements of Operations - Three and six months ended June 30, 2003 and 2002 2 Consolidated Statement of Stockholders' Equity - Six months ended June 30, 2003 . . . . . 3 Consolidated Statements of Cash Flows - Six months ended June 30, 2003 and 2002 . . . . . 4 Notes to the Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . . . 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. . . . . . . . . . . . . . . . 23 ITEM 4. CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS. . . . . . . . . . . . . . . . . . . . 25 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 BRIGHAM EXPLORATION COMPANY CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE DATA) JUNE 30, DECEMBER 31, 2003 2002 ------------ -------------- ASSETS (Unaudited) Current assets: Cash and cash equivalents $ 12,231 $ 15,318 Accounts receivable 9,051 11,361 Gas imbalance receivable 6,325 3,656 Other current assets 1,003 2,987 ------------ -------------- Total current assets 28,610 33,322 ------------ -------------- Oil and natural gas properties, net (full cost method) 177,306 164,980 Other property and equipment, net 1,263 1,234 Deferred loan fees 2,843 2,391 Other noncurrent assets 648 132 ------------ -------------- $ 210,670 $ 202,059 ============ ============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 10,883 $ 14,486 Royalties payable 6,476 4,508 Accrued drilling costs 2,135 2,727 Participant advances received 1,339 1,955 Gas imbalance liability 11,289 5,650 Other current liabilities 3,701 4,684 ------------ -------------- Total current liabilities 35,823 34,010 ------------ -------------- Senior credit facility 53,000 60,000 Senior subordinated notes 22,382 21,797 Other noncurrent liabilities 2,486 186 Commitments and contingencies Series A Preferred Stock, mandatorily redeemable, $.01 par value, $20 stated and redemption value, 2,250,000 shares authorized, 1,835,860 and 1,765,132 shares issued and outstanding at June 30, 2003 and December 31, 2002, respectively 21,144 19,540 Series B Preferred Stock, mandatorily redeemable, $.01 par value, $20 stated and redemption value, 1,000,000 shares authorized, 521,313 and 501,226 shares issued and outstanding at June 30, 2003 and December 31, 2002, respectively 5,196 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, 21,706,692 and 20,618,161 shares issued and 20,562,410 and 19,479,979 shares outstanding at June 30, 2003 and December 31, 2002, respectively 217 206 Additional paid-in capital 94,104 93,436 Treasury stock, at cost; 1,144,282 and 1,138,182 shares at June 30, 2003 and December 31, 2002, respectively (4,292) (4,282) Unearned stock compensation (2,163) (212) Accumulated other comprehensive (loss) income (2,799) (3,047) Accumulated deficit (14,428) (24,352) ------------ -------------- Total stockholders' equity 70,639 61,749 ------------ -------------- $ 210,670 $ 202,059 ============ ============== The accompanying notes are an integral part of these consolidated financial statements. 1 BRIGHAM EXPLORATION COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------ ---------------------- 2003 2002 2003 2002 ----------- ----------- --------- ----------- Revenues: Oil and natural gas sales $ 12,127 $ 8,769 $ 26,766 $ 15,203 Other revenue 43 17 81 27 ----------- ----------- --------- ----------- 12,170 8,786 26,847 15,230 ----------- ----------- --------- ----------- Costs and expenses: Lease operating 1,270 796 2,244 1,667 Production taxes 806 499 1,744 852 General and administrative 1,187 1,718 2,326 2,682 Depletion of oil and natural gas properties 3,799 3,394 7,901 6,531 Depreciation and amortization 160 101 257 204 Accretion of discount on asset retirement obligations 37 - 71 - ----------- ----------- --------- ----------- 7,259 6,508 14,543 11,936 ----------- ----------- --------- ----------- Operating income 4,911 2,278 12,304 3,294 ----------- ----------- --------- ----------- Other income (expense): Interest income 7 74 28 93 Interest expense (1,224) (1,649) (2,506) (3,070) Other income (expense) (281) 79 (170) (169) ----------- ----------- --------- ----------- (1,498) (1,496) (2,648) (3,146) ----------- ----------- --------- ----------- Income before income taxes and cumulative effect of change in accounting principle 3,413 782 9,656 148 Income taxes - - - - ----------- ----------- --------- ----------- Income before cumulative effect of change in accounting principle 3,413 782 9,656 148 Cumulative effect of change in accounting principle - - 268 - ----------- ----------- --------- ----------- Net income 3,413 782 9,924 148 Less accretion and dividends on redeemable preferred stock 1,028 721 2,023 1,419 ----------- ----------- --------- ----------- Net income (loss) available to common stockholders $ 2,385 $ 61 $ 7,901 $ (1,271) =========== =========== ========= =========== Net income (loss) per share available to common stockholders: Basic Income (loss) before cumulative effect of change in accounting principle $ 0.12 $ 0.00 $ 0.39 $ (0.08) Cumulative effect of change in accounting principle - - 0.01 - ----------- ----------- --------- ----------- $ 0.12 $ 0.00 $ 0.40 $ (0.08) =========== =========== ========= =========== Diluted Income (loss) before cumulative effect of change in accounting principle $ 0.10 $ 0.00 $ 0.29 $ (0.08) Cumulative effect of change in accounting principle - - 0.01 - ----------- ----------- --------- ----------- $ 0.10 $ 0.00 $ 0.30 $ (0.08) =========== =========== ========= =========== Weighted average shares outstanding: Basic 20,087 16,038 19,898 16,027 =========== =========== ========= =========== Diluted 30,037 17,760 32,090 16,027 =========== =========== ========= =========== The accompanying notes are an integral part of these consolidated financial statements. 2 BRIGHAM EXPLORATION COMPANY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (IN THOUSANDS) (UNAUDITED) ACCUMULATED COMMON STOCK ADDITIONAL UNEARNED OTHER ---------------- PAID IN TREASURY STOCK COMPREHENSIVE SHARES AMOUNTS CAPITAL STOCK COMPENSATION INCOME (LOSS) ------ -------- ------------ ---------- -------------- --------------- Balance, December 31, 2002 20,618 $ 206 $ 93,436 $ (4,282) $ (212) $ (3,047) Comprehensive income: Net income - - - - - - Deferred hedge gains and losses, net of tax: Unrealized gain on cash flow hedges - - - - - 172 Net losses included in net income - - - - - 76 Comprehensive income Exercise of employee stock options 225 2 592 - - - Issuance of stock options - - 296 - (296) - Issuance of restricted stock - - 1,831 - (1,831) - Expiration of employee stock options - - (19) - - - Forfeitures of restricted stock - - - (10) 2 - Warrants exercised for common stock 864 9 (9) - - - In kind dividends on Series A mandatorily redeemable preferred stock - - (1,415) - - - Accretion on Series A mandatorily redeemable preferred stock - - (189) - - - In kind dividends on Series B mandatorily redeemable preferred stock - - (402) - - - Accretion on Series B mandatorily redeemable preferred stock - - (17) - - - Amortization of unearned stock compensation - - - - 174 - ------ -------- ------------ ---------- -------------- --------------- Balance, June 30, 2003 21,707 $ 217 $ 94,104 $ (4,292) $ (2,163) $ (2,799) ====== ======== ============ ========== ============== =============== TOTAL ACCUMULATED STOCKHOLDERS' DEFICIT EQUITY ------------- --------------- Balance, December 31, 2002 $ (24,352) $ 61,749 Comprehensive income: Net income 9,924 9,924 Deferred hedge gains and losses, net of tax: Unrealized gain on cash flow hedges - 172 Net losses included in net income - 76 --------------- Comprehensive income 10,172 Exercise of employee stock options - 594 Issuance of stock options - - Issuance of restricted stock - - Expiration of employee stock options - (19) Forfeitures of restricted stock - (8) Warrants exercised for common stock - - In kind dividends on Series A mandatorily redeemable preferred stock - (1,415) Accretion on Series A mandatorily redeemable preferred stock - (189) In kind dividends on Series B mandatorily redeemable preferred stock - (402) Accretion on Series B mandatorily redeemable preferred stock - (17) Amortization of unearned stock compensation - 174 ------------- --------------- Balance, June 30, 2003 $ (14,428) $ 70,639 ============= =============== The accompanying notes are an integral part of these consolidated financial statements. 3 BRIGHAM EXPLORATION COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED) SIX MONTHS ENDED JUNE 30, ---------------------- 2003 2002 --------- ----------- Cash flows from operating activities: Net income $ 9,924 $ 148 Adjustments to reconcile net income to cash provided by operating activities: Depletion of oil and natural gas properties 7,901 6,531 Depreciation and amortization 257 204 Interest paid through issuance of additional senior subordinated notes 585 497 Amortization of deferred loan fees and debt issuance costs 533 585 Market value adjustment for derivative instruments 170 (384) Accretion of discount on asset retirement obligations 71 - Cumulative effect of change in accounting principle (268) - Stock option compensation expense - 596 Changes in operating assets and liabilities: Accounts receivable 2,310 (2,637) Gas imbalance receivable and other current assets (766) (1,283) Accounts payable (3,603) 4,052 Royalties payable 1,968 1,214 Participant advances received (616) 113 Gas imbalance and other current liabilities 5,090 417 Other noncurrent assets and liabilities (38) 3 --------- ----------- Net cash provided by operating activities 23,518 10,056 --------- ----------- Cash flows from investing activities: Additions to oil and natural gas properties (18,841) (13,047) Proceeds from sale of oil and natural gas properties 352 617 Additions to other property and equipment (209) (183) Decrease in drilling advances paid (516) (580) --------- ----------- Net cash used by investing activities (19,214) (13,193) --------- ----------- Cash flows from financing activities: Repayment of senior credit facility (7,000) - Deferred loan fees paid (985) (360) Proceeds from issuance of senior subordinated notes - 4,000 Proceeds from exercise of employee stock options 594 107 Principal payments on capital lease obligations - (22) --------- ----------- Net cash provided (used) by financing activities (7,391) 3,725 --------- ----------- Net increase (decrease) in cash and cash equivalents (3,087) 588 Cash and cash equivalents, beginning of year 15,318 5,112 --------- ----------- Cash and cash equivalents, end of period $ 12,231 $ 5,700 ========= =========== The accompanying notes are an integral part of these consolidated financial statements. 4 BRIGHAM EXPLORATION COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. ORGANIZATION AND NATURE OF OPERATIONS Brigham Exploration Company ("Brigham"), a Delaware corporation formed on February 25, 1997, explores and develops onshore domestic oil and natural gas properties using 3-D seismic imaging and other advanced technologies. Brigham focuses its exploration and development of onshore oil and natural gas properties primarily in the Anadarko Basin, the Texas Gulf Coast and West Texas. 2. BASIS OF PRESENTATION 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. The accompanying consolidated financial statements are unaudited, and in the opinion of management, reflect all adjustments that are necessary for a fair presentation of the financial position and results of operations for the periods presented. All such adjustments are of a normal and recurring nature. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the entire year. The unaudited consolidated financial statements should be read in conjunction with Brigham's 2002 Annual Report on Form 10-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Certain reclassifications have been made to prior year amounts to conform to current year presentation. 3. COMMITMENTS AND CONTINGENCIES 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 January 2005. 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. 5 BRIGHAM EXPLORATION COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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 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. The operator of the Stonehocker #1 is disputing Brigham's ownership interest in the well. Brigham expects the Oklahoma Corporation Commission to rule on the dispute in late August or early September 2003. The Stonehocker #1 began producing to sales in early July 2003 at a rate of approximately 7.0 MMcf of natural gas per day, or approximately 0.9 MMcfed net to Brigham if Brigham prevails. A company that relinquished its working interest in the Nold #1S well as a result of a non-consent election in the re-completion of the well is asserting that it did not relinquish its interest, but rather became subject only to a 400 percent payout provision. If the issue were to be litigated, and the ruling unfavorable, Brigham would be required to distribute revenues in excess of expenses for the disputed interest periods subsequent to payout. The financial statement impact of an unfavorable ruling would be an out of period reduction in revenue and expenses, with an overall negative impact on net income of approximately $0.7 million at June 30, 2003. 4. 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. The following table reconciles the numerators and denominators of the basic and diluted earnings per common share computations for net income (loss) available to common stockholders for the three and six months ended June 30, 2003 and 2002: THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------- ---------------------- 2003 2002 2003 2002 ----------- ------------ --------- ----------- (In thousands, except per share amounts) Basic EPS: Income (loss) available to common stockholders before cumulative change in accounting principle $ 2,385 $ 61 $ 7,633 $ (1,271) Cumulative change in accounting principle - - 268 - ----------- ------------ --------- ----------- Income (loss) available to common stockholders $ 2,385 $ 61 $ 7,901 $ (1,271) =========== ============ ========= =========== Common shares outstanding 20,087 16,038 19,898 16,027 =========== ============ ========= =========== Basic EPS Income (loss) available to common stockholders before change in accounting principle $ 0.12 $ 0.00 $ 0.39 $ (0.08) Cumulative change in accounting principle - - 0.01 - ----------- ------------ --------- ----------- $ 0.12 $ 0.00 $ 0.40 $ (0.08) =========== ============ ========= =========== 6 BRIGHAM EXPLORATION COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Diluted EPS: Income (loss) available to common stockholders before cumulative change in accounting principle $ 2,385 $ 61 $ 7,633 $ (1,271) Cumulative change in accounting principle - - 268 - ----------- ------------ --------- ----------- Income (loss) available to common stockholders 2,385 61 7,901 (1,271) Adjustments for assumed conversions: Dividends and accretion on mandatorily redeemable preferred stock (1) 677 - 1,795 - ----------- ------------ --------- ----------- 677 - 1,795 - ----------- ------------ --------- ----------- Income (loss) available to common stockholders before change in accounting principle-diluted 3,062 61 9,428 (1,271) Cumulative change in accounting principle - - 268 - ----------- ------------ --------- ----------- Income (loss) available to common stockholders-diluted $ 3,062 $ 61 $ 9,696 $ (1,271) =========== ============ ========= =========== Common shares outstanding 20,087 16,038 19,898 16,027 Effect of dilutive securities: Warrants 459 1,227 600 - Mandatorily redeemable preferred stock 8,966 - 11,071 - Stock options 525 495 521 - ----------- ------------ --------- ----------- Potentially dilutive common shares 9,950 1,722 12,192 - ----------- ------------ --------- ----------- Adjusted common shares outstanding diluted 30,037 17,760 32,090 16,027 =========== ============ ========= =========== Diluted EPS Income (loss) available to common stockholders before change in accounting principle $ 0.10 $ 0.00 $ 0.29 $ (0.08) Change in accounting principle - - 0.01 - ----------- ------------ --------- ----------- $ 0.10 $ 0.00 $ 0.30 $ (0.08) =========== ============ ========= =========== <FN> (1) The amount of dividends included in dividends and accretion on mandatorily redeemable preferred stock includes only the dividends paid in kind on the $40 million of mandatorily redeemable preferred stock (2.0 million shares) that were issued with warrants whose exercise price is payable in either cash or in shares of mandatorily redeemable preferred stock. Options and warrants to purchase 2.1 million shares and 14.8 million shares of common stock were outstanding but not included in the calculation of diluted earnings (loss) per share for the three months ended June 30, 2003 and 2002, respectively, and options and warrants to purchase 13,000 shares and 19.0 million shares of common stock were outstanding but not included in the calculation of diluted earnings (loss) per share for the six months ended June 30, 2003 and 2002, respectively, because the effects would have been antidilutive. 7 BRIGHAM EXPLORATION COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 5. 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. At June 30, 2003, the fair value of hedging contracts included in other current assets was approximately $0.1 million and the fair value of hedging contracts included in other liabilities was approximately $3.0 million of which approximately $0.3 million was classified as noncurrent. For the three months ended June 30, 2003 and 2002, Brigham recognized cash settlement losses of $1.7 million and $0.6 million, respectively, which were recorded as a reduction of oil and natural gas sales. For the six months ended June 30, 2003 and 2002, Brigham recognized cash settlement losses of $5.0 million and $0.3 million, respectively, which were recorded as a reduction of oil and natural gas sales. For the three months ended June 30, 2003 and 2002, ineffectiveness associated with Brigham's derivative commodity instruments designated as cash flow hedges decreased earnings by approximately $0.2 million and $0, respectively. For the six months ended June 30, 2003 and 2002, ineffectiveness associated with Brigham's derivative commodity instruments designated as cash flow hedges decreased earnings by approximately $0.1 million and $0, respectively. These amounts are included in other income (expense). Based on market prices at June 30, 2003, approximately $(2.6) million of the balance in accumulated other comprehensive income (loss) would be expected to transfer to earnings during the next 12 months. Derivative instruments not qualifying as hedging contracts are recorded at fair value on the balance sheet. At each balance sheet date, the value of derivatives not qualifying as hedging contracts is adjusted to reflect current fair value and any gains or losses are recognized as other income or expense. At June 30, 2003 and 2002, there were no derivatives not qualifying as hedging contracts. For the three months ended June 30, 2003, and 2002, other income (expense) included $0 and $0.6 million, respectively, in non-cash gains related to changes in the fair values of these derivative contracts. For the six months ended June 30, 2003, and 2002, other income (expense) included $0 and $0.4 million, respectively, in non-cash gains related to changes in the fair values of these derivative contracts and $0 and $0.6 million, respectively, in cash losses related to cash settlement payments made by Brigham to the counterparty. 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 June 30, 2003: FIRST SECOND THIRD FOURTH OUTSTANDING QUARTER QUARTER QUARTER QUARTER AVERAGE -------- -------- -------- -------- ------------ 2003-Swap Contracts Volume (MMbtu) 598,000 414,000 506,000 Price per MMBtu $ 3.87 $ 4.04 $ 3.94 2003-Floors Volume (MMbtu) 460,000 460,000 460,000 Price per MMBtu $ 4.50 $ 4.50 $ 4.50 2004-Swap Contracts Volume (MMbtu) 295,750 227,500 138,000 92,000 188,313 Price per MMBtu $ 4.96 $ 4.25 $ 4.18 $ 4.36 $ 4.53 2004-Collars Volume (MMbtu) 273,000 182,000 138,000 92,000 Ceiling price per Mmbtu $ 9.90 $ 5.45 $ 5.39 $ 5.62 Floor price per MMbtu $ 4.00 $ 4.00 $ 4.00 $ 4.00 2005-Collars Volume (MMbtu) 90,000 91,000 Ceiling price per Mmbtu $ 7.25 $ 5.40 Floor price per MMbtu $ 4.00 $ 4.00 8 BRIGHAM EXPLORATION COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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 June 30, 2003: FIRST SECOND THIRD FOURTH OUTSTANDING QUARTER QUARTER QUARTER QUARTER AVERAGE -------- -------- -------- -------- ------------ 2003-Swap Contracts Volume (Bbl) 55,200 41,400 52,675 Price per Bbl $ 23.77 $ 23.21 $ 24.18 2004-Swap Contracts Volume (Bbl) 29,575 20,475 13,800 9,200 18,263 Price per Bbl $ 25.35 $ 24.52 $ 23.91 $ 23.80 $ 24.65 2004-Collars Volume (Bbl) 13,650 9,100 9,200 9,200 Ceiling price per Bbl $ 27.74 $ 26.64 $ 25.91 $ 25.39 Floor price per Bbl $ 23.00 $ 23.00 $ 23.00 $ 23.00 2005-Collars Volume (Bbl) 9,000 Ceiling price per Bbl $ 25.07 Floor price per Bbl $ 23.00 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 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 and six month periods ended June 30, 2003 and 2002: THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------ ---------------------- 2003 2002 2003 2002 ----------- ----------- ---------- ---------- NATURAL GAS Average price per Mcf as reported (including hedging results) $ 4.72 $ 3.30 $ 5.12 $ 2.92 Average price per Mcf realized (excluding hedging results) $ 5.60 $ 3.51 $ 6.40 $ 2.91 Increase (decrease) in revenue (in thousands) $ (1,341) $ (321) $ (3,847) $ 18 OIL Average price per Bbl as reported (including hedging results) $ 27.45 $ 23.90 $ 28.39 $ 21.95 Average price per Bbl realized (excluding hedging results) $ 29.52 $ 25.59 $ 31.37 $ 22.97 Decrease in revenue (in thousands) $ (370) $ (271) $ (1,198) $ (321) 6. ASSET RETIREMENT OBLIGATIONS On January 1, 2003, Brigham adopted the provisions of Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" ("SFAS 143"). 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 has asset retirement obligations associated with the future plugging and abandonment of proved properties and related facilities. Prior to the adoption of SFAS 143, Brigham assumed salvage value approximated plugging and abandonment costs. As such, estimated salvage value was not excluded from depletion and plugging and abandonment costs were not accrued for over the life of the oil and gas properties. 9 BRIGHAM EXPLORATION COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The adoption of SFAS 143 resulted in a January 1, 2003 cumulative effect adjustment to record (i) a $1.4 million increase in the carrying values of proved properties, (ii) a $0.8 million decrease in accumulated depletion of oil and natural gas properties and (iii) a $1.9 million increase in noncurrent abandonment liabilities. The net impact of items (i) through (iii) was to record a gain of $0.3 million as a cumulative effect adjustment of a change in accounting principle in Brigham's consolidated statements of operations upon adoption on January 1, 2003. The following pro forma data summarizes Brigham's net income (loss) and net income (loss) per share as if Brigham had adopted the provisions of SFAS 143 on January 1, 2002, including an associated pro forma asset retirement obligation on that date of $1.8 million: THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------- -------------------------- 2003 2002 2003 2002 ----------- ------------ ----------- ------------- (In thousands, except per share amounts) Net income (loss), as reported $ 2,385 $ 61 $ 7,901 $ (1,271) Pro forma adjustments to reflect retroactive adoption of SFAS 143 - 21 (268) 42 Pro forma adjustments to reflect accretion expense - (34) - (66) ----------- ------------ ----------- ------------- Pro forma net income (loss) $ 2,385 $ 48 $ 7,633 $ (1,295) =========== ============ =========== ============= Net income (loss) per share: Basic - as reported $ 0.12 $ 0.00 $ 0.40 $ (0.08) =========== ============ =========== ============= Basic - pro forma $ 0.12 $ 0.00 $ 0.39 $ (0.08) =========== ============ =========== ============= Diluted - as reported $ 0.10 $ 0.00 $ 0.30 $ (0.08) =========== ============ =========== ============= Diluted - pro forma $ 0.10 $ 0.00 $ 0.29 $ (0.08) =========== ============ =========== ============= Brigham has no assets that are legally restricted for purposes of settling asset retirement obligations. The following table summarizes Brigham's asset retirement obligation transactions recorded in accordance with the provisions of SFAS 143 during the three and six months ended June 30, 2003: THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, 2003 JUNE 30, 2003 ------------------- ------------------ (In thousands) Beginning asset retirement obligations $ 1,965 $ 1,931 Liabilities incurred 60 60 Accretion expense 37 71 ------------------- ------------------ Ending asset retirement obligations $ 2,062 $ 2,062 =================== ================== 7. 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"). 10 BRIGHAM EXPLORATION COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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 amended by SFAS 148, Brigham's net income (loss) and net income (loss) per share for the three and six month periods ended June 30, 2003 and 2002 would have been the pro forma amounts indicated below: THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------------ ---------------------- 2003 2002 2003 2002 ------------- --------------- ----------- --------- (In thousands, except per share amounts) Net income (loss) available to common stockholders - basic: As reported $ 2,385 $ 61 $ 7,901 $ (1,271) Add back: Stock compensation expense previously included in net income 3 (14) 6 (30) Effect of total employee stock-based compensation expense, determined under fair value method for all awards (117) (107) (159) (201) ------------- --------------- ----------- --------- Pro forma $ 2,271 $ (60) $ 7,748 $ (1,502) ============= =============== =========== ========= Net income (loss) available to common stockholders - diluted: As reported $ 3,062 $ 61 $ 9,696 $ (1,271) Add back: Stock compensation expense previously included in net income 3 (14) 6 (30) Effect of total employee stock-based compensation expense, determined under fair value method for all awards (117) (107) (159) (201) ------------- --------------- ----------- --------- Pro forma $ 2,948 $ (60) $ 9,543 $ (1,502) ============= =============== =========== ========= Net income (loss) per share: Basic: As reported $ 0.12 $ 0.00 $ 0.40 $ (0.08) Pro forma 0.11 0.00 0.39 (0.09) Diluted: As reported $ 0.10 $ 0.00 $ 0.30 $ (0.08) Pro forma 0.10 0.00 0.30 (0.09) 8. RECENT ACCOUNTING PRONOUNCEMENTS In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity'' (SFAS No. 150). SFAS No. 150 requires an issuer to classify certain financial instruments, such as mandatorily redeemable preferred stock, as liabilities (or assets in some circumstances). We adopted this standard as required on July 1, 2003. Upon adoption, Series A preferred stock and Series B preferred stock will be reclassifed as liabilities on the balance sheet. The combined carrying value of the preferred stock is $26.3 million at June 30, 2003. We are continuing to assess the impact of SFAS No. 150 and may be required to make other adjustments that will have an effect on our consolidated financial position, results of operations or cash flows. Statement of Financial Accounting Standards No. 141, "Business Combinations" (SFAS 141) and Statement of Financial Accounting Standards, No. 142, "Goodwill and Intangible Assets" (SFAS 142) were issued by the Financial Accounting Standards Board (FASB) in June 2001 and became effective for us on July 1, 2001 and January 1, 2002, respectively. SFAS 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method. Additionally, SFAS 141 requires companies to disaggregate and report separately from goodwill certain intangible assets. SFAS 142 establishes new guidelines for accounting for goodwill and other intangible assets. Under SFAS 142, goodwill and certain other intangible assets are not amortized, but rather are reviewed annually for impairment. The appropriate application of 11 BRIGHAM EXPLORATION COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited) SFAS 141 and 142 to oil and gas mineral rights held under lease and other contractual arrangements representing the right to extract such reserves is unclear. Depending on how the accounting and disclosure literature is clarified, these oil and gas mineral rights held under lease and other contractual arrangements representing the right to extract such reserves for both undeveloped and developed leaseholds may be classified separately from oil and gas properties, as intangible assets on our balance sheets. Additional disclosures required by SFAS 141 and 142 would be included in the notes to financial statements. Historically, we, like many other oil and gas companies, have included these oil and gas mineral rights held under lease and other contractual arrangements representing the right to extract such reserves as part of the oil and gas properties, even after SFAS 141 and 142 became effective. This interpretation of SFAS 141 and 142 would only affect our balance sheet classification of oil and gas leaseholds. Our results of operations and cash flows would not be affected, since these oil and gas mineral rights held under lease and other contractual arrangements representing the right to extract such reserves would continue to be amortized in accordance with accounting rules for oil and gas companies provided in Statement of Financial Accounting Standards No. 19, "Financial Accounting and Reporting by Oil and Gas Producing Companies". At June 30, 2003 we had undeveloped leaseholds of approximately $4.0 million that would be classified on our balance sheet as "intangible undeveloped leasehold" and developed leaseholds of an estimated $0.1 million that would be classified as "intangible developed leaseholds" if we applied the interpretation currently being deliberated. This classification would require us to make the disclosures set forth under FAS 142 related to these interests. We will continue to classify our oil and gas leaseholds as tangible oil and gas properties until further guidance is provided. 12 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following updates information as to the Company's financial condition provided in our 2002 Annual Report on Form 10-K, and analyzes the changes in the results of operations between the three and six-month periods ended June 30, 2003, and the comparable periods for 2002. Overview For the three month period ended June 30, 2003, we had net income to common stockholders of $2.4 million, or $0.10 per diluted share, on total revenues of $12.2 million compared to net income of $61,000, or $0.00 per diluted share, on total revenues of $8.8 million for the three month period ended June 30, 2002. Net income for the three-months ended June 30, 2003, included a $281,000 non-cash loss for ineffective hedging transactions. Net income for the three-months ended June 30, 2002, included a $635,000 non-cash gain related to the change in the fair-market value of derivative contracts that did not qualify for hedge accounting treatment and a cash loss of $559,000 related to the cash settlement of derivative contracts that did not qualify as hedges. For the six month period ended June 30, 2003, our net income to common stockholders was $7.9 million, or $0.30 per diluted share, on total revenues of $26.8 million compared to a net loss of $1.3 million, or $0.08 per diluted share, on total revenues of $15.2 million for the six-month period ended June 30, 2002. Net income for the six-month period ended June 30, 2003, included a $268,000 ($0.01 per diluted share) benefit from the cumulative effect of change in accounting principle associated with the adoption of Statement of Accounting Principles No. 143, "Accounting for Asset Retirement Obligations" ("SFAS 143") on January 1, 2003. See Note 6 to Consolidated Financial Statements included in Item 1 of this quarterly report. Other items included in net income for the six-month period ended June 30, 2003, were $170,000 non-cash losses for ineffective hedging transactions. Net income for the six-months ended June 30, 2002, included a $384,000 non-cash gain related to the change in the fair-market value of derivative contracts that did not qualify for hedge accounting treatment and a cash loss of $559,000 related to the cash settlement of derivative contracts that did not qualify as hedges. One trend expected by our management to have an effect on our liquidity is an increased demand for drilling equipment and services, leases, and economically attractive prospects due to the current environment of higher commodity prices. This may result in less availability and higher costs for these resources. In addition, we may face additional competition from both domestic and international sources of supply, which may exert a downward pressure on the prices we ultimately receive for our products. See also "Liquidity and Capital Resources-Senior Credit Facility". LIQUIDITY AND CAPITAL RESOURCES During the first six-months of 2003, net cash provided by operating activities was our primary source of cash. This cash was used to fund the 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. Net cash provided by operations, along with the remaining availability under our senior credit facility, are projected to be sufficient to fund our budgeted capital expenditures for the remainder of 2003. Cash Flow from Operating Activities SIX MONTHS ENDED JUNE 30, 2003 2002 --------------- ---------------- (In thousands, unaudited) Net cash provided by operating activities $ 23,518 $ 10,056 Net cash provided by operating activities for the first six months of 2003 was $13.4 million higher than net cash provided by operating activities in the first six months of 2002. The increase in net cash provided by operating activities was primarily due to an increase in commodity prices and lower 13 interest expense on our senior credit facility. Our working capital deficit at June 30, 2003, was $7.2 million compared to a working capital deficit of $688,000 at December 31, 2002. Working capital is the amount by which current assets exceed current liabilities. It is normal for us to report a working capital deficit at the end of a period. These deficits are primarily the result of accounts payable related to exploration and development costs, royalties payable and gas imbalance payables related to production from six wells in the Home Run Field. Settlement of these payables will be funded by cash flows from operations or, if necessary, by draw downs on our senior credit facility. The gas imbalance payables are partially offset by gas imbalance receivables related to four wells in the Triple Crown and Floyd Fault Block Fields. At June 30, 2003, current liabilities included a liability of $2.7 million related to the fair value of hedging contracts which was partially offset by a current asset of $133,000 related the fair value of hedging contracts. Cash Flows from Investing Activities SIX MONTHS ENDED JUNE 30, 2003 2002 ----------------- ---------------- (In thousands, unaudited) Net cash used by investing activities $ (19,214) $ (13,193) The increase in net cash used by investing activities is primarily the result of a 38% increase in capital expenditures for the first six-months of 2003 compared to capital expenditures for the first six-months of 2002. Cash Flows from Financing Activities SIX MONTHS ENDED JUNE 30, 2003 2002 ---------------- --------------- (In thousands, unaudited) Net cash provided (used) by financing activities $ (7,391) $ 3,725 During the first six months of 2003 we repaid $7.0 million of borrowings outstanding under our senior credit facility and incurred $985,000 in loan origination fees associated with our new senior credit facility. These amounts were offset by $594,000 in net proceeds from the exercise of employee stock options. During the first six-months of 2002 we borrowed an additional $4.0 million in senior subordinated notes and received $107,000 in cash proceeds from the exercise of employee stock options. During the first six-months of 2002 we paid $360,000 in fees associated with our senior credit facility and subordinated notes and paid $22,000 in capital lease obligations. Senior Credit Facility 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. However, in the event that our senior subordinated notes are not retired or refinanced prior to July 31, 2005, the senior credit facility will mature on August 31, 2005. Our borrowing base on June 30, 2003, was $68.5 million. 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 Soci t G n rale 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 semi-annually and are based in part on prevailing oil and natural gas prices. If, upon redetermination, our borrowing base decreases, we may have to repay a portion of our borrowings immediately, our access to further borrowings will be reduced, and we may not have the resources necessary to carry out our planned drilling activities. The unused portion of the committed borrowing base is subject to an annual commitment fee of 0.5%. During the first six months of 2003, we repaid $7.0 million of borrowings outstanding under our senior credit facility. As of June 30, 2003, we had $53 million of borrowings outstanding and $15.5 million in additional borrowing capacity under our senior credit facility. The interest rate on borrowings outstanding under our credit facility as of June 30, 2003 was 3.4%. Our current ratio at June 30, 2003 and interest coverage ratio for the twelve-month period ending June 30, 2003, were 1.2 to 1 and 6.1 to 1, respectively. We were in compliance with all covenants at June 30, 2003. 14 Capital Expenditures Our capital-spending budget for 2003 is $39.3 million. The majority of our planned 2003 expenditures will be directed towards the drilling of our prospects 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. Capital spending for the first six months of 2003 and 2002 were as follows: THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 2003 2002 2003 2002 ----------- ----------- ---------- ---------- (In thousands, unaudited) Drilling $ 7,482 $ 4,699 $ 12,683 $ 9,865 Land and geological & geophysical 1,224 780 2,476 1,124 Capitalized general & administrative and interest 1,421 1,263 3,160 2,582 Proceeds from participants and sales (201) (417) (352) (617) ----------- ----------- ---------- ---------- Net capital expenditures on oil and gas activities $ 9,926 $ 6,325 $ 17,967 $ 12,954 Other property and equipment 111 92 209 183 ----------- ----------- ---------- ---------- Total net capital expenditures $ 10,037 $ 6,417 $ 18,176 $ 13,137 =========== =========== ========== ========== 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. 15 RESULTS OF OPERATIONS THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------ ---------------------- 2003 2002 2003 2002 ----------- ----------- ---------- ---------- (In thousands, unaudited) Production (in thousands): Natural gas (MMcf) 1,528 1,499 3,000 2,844 Oil (MBbls) 179 160 402 315 Natural gas equivalent (MMcfe) 2,602 2,460 5,412 4,733 % Natural gas 59% 61% 55% 60% Average sales prices per unit (after hedging) Natural gas (per Mcf) $ 4.72 $ 3.30 $ 5.12 $ 2.92 Oil (per Bbl) 27.45 23.90 28.39 21.95 Weighted average (per Mcfe) 4.66 3.57 4.95 3.21 Costs and expenses per Mcfe: Lease operating $ 0.49 $ 0.32 $ 0.41 $ 0.35 Production taxes 0.31 0.20 0.32 0.18 General and administrative 0.46 0.70 0.43 0.57 Depletion of oil and natural gas properties 1.46 1.38 1.46 1.38 Comparison of the three-month and six-month periods ended June 30, 2003 and 2002 Production. For the three-month period ended June 30, 2003 compared to the three-month period ended June 30, 2002, our net equivalent production volume increased 6%. Our average net equivalent daily production volumes for the second quarter 2003 were 28.9 MMcfe/d compared to 27.3 MMcfe/d for the same period of 2002. This increase in our production volumes was due to production growth from wells that were drilled and completed during the first half of 2003. New production related to these recently completed wells was partially offset by the natural decline of existing production. Natural gas represented 59% of our total production during the second quarter of 2003 compared to 61% during the second quarter of 2002. For the six-month period ended June 30, 2003 compared to the six-month period ended June 30, 2002, our net equivalent production volume increased 14%. Our average net equivalent daily production volumes for the first six months of 2003 were 30.1 MMcfe/d compared to 26.3 MMcfe/d for the same period of 2002. The increase in our production volume was due to production growth from wells that were drilled and completed during late 2002 or the first half of 2003. New production related to these recently completed wells was partially offset by the natural decline of existing production. Natural gas represented 55% of our total production during the first six months of 2003 compared to 60% during the first six months of 2002. Revenue from the sale of oil and natural gas. Revenue from the sale of oil and natural gas for the three-month period ended June 30, 2003 was 38% higher than revenue for the three-month period ended June 30, 2002. Higher commodity prices accounted for 84% of this increase and higher production volumes accounted for the remainder of the increase. Revenue from the sale of oil and natural gas for the second quarter 2003 was $12.1 million compared to $8.8 million during the second quarter of 2002. Revenue from the sale of oil and natural gas for the second quarter 2003 included a loss of $1.7 million related to the cash settlement of hedging transactions compared to a loss of $592,000 during the second quarter of 2002. Revenue from the sale of oil and natural gas for the six-month period ended June 30, 2003, was 76% higher than revenue for the six-month period ended June 30, 2002. Higher commodity prices accounted for 79% of this increase and higher production volumes accounted for the remaining 21% of the increase. Revenue from the sale of oil and natural gas for the first six months of 2003 was $26.8 million compared to $15.2 million for the first six months of 2002. Revenue from the sale of oil and natural gas for the first six months of 2003 included a loss of $5.0 million related to the cash settlement of hedging transactions compared to a loss of $303,000 during the first six months of 2002. 16 Production costs. Productions costs include the cost of labor and supervision to operate the wells and related equipment; repairs and maintenance; related materials, supplies, fuel, and supplies utilized in operating the wells and related equipment and facilities; property taxes and insurance applicable to wells and related facilities and equipment; and severance taxes. THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 2003 2002 2003 2002 ---------- ---------- --------- ---------- (In thousands, unaudited) Lease operating expenses, excluding ad valorem taxes $ 1,105 $ 727 $ 1,914 $ 1,529 Ad valorem taxes 165 69 330 138 ---------- ---------- --------- ---------- Total lease operating expenses $ 1,270 $ 796 $ 2,244 $ 1,667 Production taxes 806 499 1,744 852 ---------- ---------- --------- ---------- Total production cost $ 2,076 $ 1,295 $ 3,988 $ 2,519 ========== ========== ========= ========== Production cost for the three-month period ended June 30, 2003 increased 60% when compared to the three-month period ended June 30, 2002. - - Increases in our lease operating expense excluding ad valorem taxes represented 49% this increase. This increase was due to an increase in workover activity during the second quarter 2003. - - Increases in our production taxes represented 39% of this increase. Production taxes increased because of higher oil and gas prices. Production taxes for the second quarter 2003 were 5.8 % of our revenue from the sale of oil and gas before hedging, compared to 5.3% for the second quarter 2002. - - Increases in our ad valorem taxes represented 12% of this increase. Production cost for the six-month period ended June 30, 2003 increased 58% when compared to the six-month period ended June 30, 2002. - - Increases in our lease operating expense excluding ad valorem taxes represented 26% this increase. This increase was due to an increase in workover activity during the second quarter 2003. - - Increases in our production taxes represented 61% of this increase. The increase in our production taxes was due to higher oil and gas prices. Production taxes for the first six-months of 2003 and 2002 were 5.5% of revenues from the sale of oil and gas before hedging effects. - - Increases in our ad valorem taxes represented 13% of this increase. General and administrative expenses. General and administrative expenses for three-month period ended June 30, 2003 were 31% lower than general and administrative expenses in the second quarter of 2002. General and administrative expenses for the second quarter 2002 included a charge for non-cash compensation expense of $596,000 related to vesting of options by an officer who left Brigham. Excluding this non-cash charge, general and administrative expenses for the second quarter 2003 were 6% higher than general and administrative expense for the second quarter of 2002. Increases in payroll expenses, payroll taxes, employee benefit expenses and director and financial reporting expenses all contributed to the increase in general and administrative expenses for the second quarter of 2003. These increases were partially offset by decreases in contract and professional fees and travel expenses. General and administrative expenses for the six-month period ending June 30, 2003 were 13% lower than general and administrative expenses during the first six months of 2002. General and administrative expenses for the first six months of 2002 included a charge for non-cash compensation expense of $596,000 related to vesting of options by an officer who left Brigham. Excluding this non-cash charge general and administrative expenses for the first six months of 2003 were 11% higher than general and administrative expenses for the first six months of 2002. Increases in payroll expenses, payroll taxes, employee benefit expenses and director and financial reporting expenses all contributed to the increase in general and administrative expenses during the first six months of 2003. These increases were partially offset by a decrease in property tax. 17 Depletion of oil and natural gas properties. Depletion expenses for the second quarter 2003 were 12% higher than depletion expenses for the second quarter of 2002. An increase in our per unit depletion rate, due to additional estimated future development cost related to our Floyd Fault Block Field discovery at year end 2002, represented 51% of the increase in our depletion expense while increased production volumes represented 49% of the increase in our depletion expense. Depletion expenses for the first six months of 2003 were 21% higher than depletion expenses during the first six months of 2002. Approximately 68% of the increase in our depletion expenses for the first six months of 2003 was due to higher production volumes and approximately 32% of the increase was due to the increase in our depletion rate. Interest expense. THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 2003 2002 2003 2002 ----------- ----------- ---------- ---------- (In thousands, unaudited) Interest on senior credit facility $ 509 $ 922 $ 1,145 $ 1,833 Interest on senior subordinated notes (a) 597 566 1,180 1,076 Commitment fees 31 - 35 3 Amortization of deferred loan and debt issue cost 280 299 533 585 Other general interest expense 13 12 28 23 Capitalized interest expense (206) (150) (415) (450) ----------- ----------- ---------- ---------- Net interest expense $ 1,224 $ 1,649 $ 2,506 $ 3,070 =========== =========== ========== ========== Weighted average debt outstanding $ 77,528 $ 96,132 $ 79,504 $ 95,185 Average interest rate on outstanding indebtedness (b) 5.9% 6.2% 6.0% 6.2% - --------------- (a) Fifty percent of the interest expense on our senior subordinated notes has been or will be paid in kind. (b) Calculated using the sum of the interest expense on our senior credit facility, senior subordinated notes and commitment fees for the period divided the average debt outstanding for the period. Interest expense for the three-month period ended June 30, 2003 decreased 26% when compared to interest expense for the same three-month period last year. This decrease in our interest expense was primarily due to a decrease in the amount of borrowings that we had outstanding under our senior credit facility and a decrease in the interest rate on borrowings outstanding under our senior credit facility. This decrease was partly offset by an increase in the interest expense on our subordinated notes facility and an increase in commitment fees paid on unused portion of our senior credit facility. Interest expense for the six-month period ended June 30, 2003 decreased 18% when compared to interest expense for the same three-month period last year. This decrease in our interest expense was primarily due to a decrease in the amount of borrowings that we had outstanding under our senior credit facility and a decrease in the interest rate on borrowings outstanding under our senior credit facility. This decrease was partly offset by an increase in the interest expense on our subordinated notes facility and an increase in commitment fees paid on unused portion of our senior credit facility. Other income (expense). Other income (expense) consisted primarily of non-cash gains (losses) resulting from the change in fair market value of oil and gas derivative contracts that did not qualify as hedges, cash gains (losses) on the settlement of these contracts and non-cash gains (losses) related to charges for the ineffective portion of cash flow hedges. Other income (expense) included: 18 THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 2003 2002 2003 2002 ----------- ----------- ---------- ---------- (In thousands, unaudited) Non-cash gain (loss) due to the change in the fair market value of derivative contracts that did not qualify as hedges $ - $ 635 $ - $ 384 Non-cash gain (loss) for ineffective portion of hedges (281) - (170) - Cash settlement of derivatives that did not qualify as hedges - (559) - (559) Other - 3 - 6 ----------- ----------- ---------- ---------- Total $ (281) $ 79 $ (170) $ (169) =========== =========== ========== ========== Dividends and accretion of mandatorily redeemable preferred stock. We are required to pay dividends on our Series A and 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. We elected to pay dividends in kind during the first two quarters of 2003 and the first two quarters of 2002. The following table shows the effect on our balance sheet of the issuance of additional shares of preferred stock in lieu of cash dividends. THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 2003 2002 2003 2002 ---------- ---------- --------- ---------- (In thousands, unaudited) Dividends $ 923 $ 663 $ 1,817 $ 1,307 Accretion of mandatorily redeemable preferred stock 105 58 206 112 ---------- ---------- --------- ---------- Total $ 1,028 $ 721 $ 2,023 $ 1,419 ========== ========== ========= ========== Additional preferred shares issued: Series A 35,905 30,643 70,728 53,524 Series B 10,197 - 20,087 - 19 OTHER MATTERS Derivative Contracts We regularly enter into commodity derivative contracts to reduce the impact on operations of fluctuations in oil and gas prices. All such contracts are entered into solely to hedge prices and limit volatility. The contracts, which are generally placed with major financial institutions or with counterparties which management believes to be of high credit quality, may take the form of swaps, collars or floors. The table below summarizes our total production volumes for both natural gas and oil that was subject to derivative transactions during the first six months of 2003 and 2002 and the weighted average NYMEX reference price for those volumes. THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 2003 2002 2003 2002 ---------- ---------- ---------- ---------- NATURAL GAS SWAPS: Volumes (MMbtu) 819,000 920,000 1,651,500 1,602,500 Weighted average price ($/MMbtu) $ 3.846 $ 3.165 $ 3.738 $ 3.052 NATURAL GAS FLOORS: Volumes (MMbtu) 150,000 - 150,000 - Weighted average floor price ($/MMbtu) $ 4.50 $ - $ 4.50 $ - CRUDE OIL SWAPS: Volumes (Bbls) 61,425 - 128,925 - Weighted average price ($/Bbl) $ 25.22 $ - $ 25.25 $ - CRUDE OIL COLLARS: Volumes (Bbls) 22,750 68,250 45,250 112,500 Weighted average floor price ($/Bbl) $ 18.00 $ 18.00 $ 18.00 $ 18.00 Weighted average ceiling price ($/Bbl) 22.56 22.29 22.56 22.29 Effects of Inflation and Changes in Prices Our results of operations and cash flows are affected by changing oil and 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 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. 20 New Accounting Pronouncements In June 2001, the Financial Accounting Standards Board issued Statement of Financial Standards No. 143, "Asset Retirement Obligations" (SFAS 143) 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. The adoption of SFAS 143 resulted in a January 1, 2003 cumulative effect adjustment to record (i) a $1.4 million increase in the carrying values of proved properties, (ii) a $0.8 million decrease in accumulated depletion of oil and natural gas properties and (iii) a $1.9 million increase in noncurrent abandonment liabilities. The net impact of items (i) through (iii) was to record a gain of $0.3 million as a cumulative effect adjustment of a change in accounting principle in our consolidated statements of operations upon adoption on January 1, 2003. In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity'' (SFAS No. 150). SFAS No. 150 requires an issuer to classify certain financial instruments, such as mandatorily redeemable preferred stock, as liabilities (or assets in some circumstances). We adopted this standard as required on July 1, 2003. Upon adoption, Series A preferred stock and Series B preferred stock will be reclassifed as liabilities on the balance sheet. The combined carrying value of the preferred stock is $26.3 million at June 30, 2003. We are continuing to assess the impact of SFAS No. 150 and may be required to make other adjustments that will have an effect on our consolidated financial position, results of operations or cash flows. Statement of Financial Accounting Standards No. 141, "Business Combinations" (SFAS 141) and Statement of Financial Accounting Standards, No. 142, "Goodwill and Intangible Assets" (SFAS 142) were issued by the Financial Accounting Standards Board (FASB) in June 2001 and became effective for us on July 1, 2001 and January 1, 2002, respectively. SFAS 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method. Additionally, SFAS 141 requires companies to disaggregate and report separately from goodwill certain intangible assets. SFAS 142 establishes new guidelines for accounting for goodwill and other intangible assets. Under SFAS 142, goodwill and certain other intangible assets are not amortized, but rather are reviewed annually for impairment. The appropriate application of SFAS 141 and 142 to oil and gas mineral rights held under lease and other contractual arrangements representing the right to extract such reserves is unclear. Depending on how the accounting and disclosure literature is clarified, these oil and gas mineral rights held under lease and other contractual arrangements representing the right to extract such reserves for both undeveloped and developed leaseholds may be classified separately from oil and gas properties, as intangible assets on our balance sheets. Additional disclosures required by SFAS 141 and 142 would be included in the notes to financial statements. Historically, we, like many other oil and gas companies, have included these oil and gas mineral rights held under lease and other contractual arrangements representing the right to extract such reserves as part of the oil and gas properties, even after SFAS 141 and 142 became effective. This interpretation of SFAS 141 and 142 would only affect our balance sheet classification of oil and gas leaseholds. Our results of operations and cash flows would not be affected, since these oil and gas mineral rights held under lease and other contractual arrangements representing the right to extract such reserves would continue to be amortized in accordance with accounting rules for oil and gas companies provided in Statement of Financial Accounting Standards No. 19, "Financial Accounting and Reporting by Oil and Gas Producing Companies". At June 30, 2003 we had undeveloped leaseholds of approximately $4.0 million that would be classified on our balance sheet as "intangible undeveloped leasehold" and developed leaseholds of an estimated $0.1 million that would be classified as "intangible developed leaseholds" if we applied the interpretation currently being deliberated. This classification would require us to make the disclosures set forth under FAS 142 related to these interests. We will continue to classify our oil and gas leaseholds as tangible oil and gas properties until further guidance is provided. 21 Risk Factors Related to Our Business - Our level of indebtedness may adversely affect our cash available for operations, thus limiting our growth, our ability to make interest and principal payments on our indebtedness as they become due and our flexibility to respond to market changes. - We have substantial capital requirements for which we may not be able to obtain adequate financing. - Oil and natural gas prices fluctuate widely and low prices could have a material adverse impact on our business and financial results by limiting our liquidity and flexibility to accelerate our drilling program. - Our hedging transactions could reduce revenues in a rising commodity price environment or expose us to other risks. - Exploratory drilling is a speculative activity that may not result in commercially productive reserves and may require expenditures in excess of budgeted amounts. - We are subject to various operating and other casualty risks that could result in liability exposure or the loss of production and revenues. - We may not have enough insurance to cover all of the risks we face, which could result in significant financial exposure. - We cannot control the activities on the properties we do not operate and are unable to ensure their proper operation and profitability. - The marketability of our natural gas production depends on facilities that we typically do not own or control, which could result in a curtailment of production and revenues. - Lower oil and natural gas prices may cause us to record ceiling limitation write-downs which would reduce our stockholders' equity. - Our future operating results may fluctuate and significant declines in them would limit our ability to invest in projects. - The failure to replace reserves in the future would adversely affect our production and cash flows. - We are subject to uncertainties in reserve estimates and future net cash flows. - We face significant competition, and many of our competitors have resources in excess of our available resources. - We are subject to various governmental regulations and environmental risks which may cause us to incur substantial costs. - Our business may suffer if we lose key personnel. Disclosure Regarding Forward-Looking Statements Statements included in this report which are not historical facts (including any statements concerning plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto), are forward-looking statements. These statements can be identified by the use of forward-looking terminology including "may," "believe," "will," "expect," "anticipate," "estimate," "continue" or other similar words. These statements discuss future expectations, contain projections of results of operations or of financial condition or state other "forward-looking" information. These forward-looking statements are made based upon management's current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and therefore involve a number or risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements for a number of important reasons, including those discussed under "Risk Factors Related to Our Business," and elsewhere in this report. You should read these statements carefully because they discuss our expectations about our future performance, contain projections of our future operating results or our future financial condition, or state other "forward-looking" information. You should be aware that the occurrence of any of the events described in "Risk Factors Related to Our Business" and elsewhere in this report could substantially harm our business, results of operations and financial condition and that upon the occurrence of any of these events, the trading price of our common shares could decline. 22 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK The following quantitative and qualitative disclosures about market risk are supplementary to the quantitative and qualitative disclosures provided in our Annual Report on Form 10-K for the fiscal year ended December 31, 2002. As such, the information contained herein should be read in conjunction with the related disclosures in our Annual Report on Form 10-K for the fiscal year ended December 31, 2002. DERIVATIVE CONTRACTS The table below summarizes the derivative contracts which we were a party to at June 30, 2003, the total natural gas and crude oil production volumes subject to those contacts, the weighted average NYMEX reference price for those volumes and the unrealized gain (loss) for those contracts. SWAPS COLLARS FLOORS ---------------------- --------------------------------- -------------------------- Weighted Weighted Average Weighted Average Floor Ceiling Average Unrealized NATURAL GAS Volumes Swap Price Volumes Price Price Volumes Floor Price gain / (loss) -------- ------------ -------- ---------- ----------- --------- --------------- -------------- (MMbtu) ($/MMbtu) (MMbtu) ($/MMbtu) (MMbtu) ($/MMbtu) (In thousands) Quarter Ended: September 30, 2003 598,000 $ 3.867 - $ - $ - 460,000 $ 4.500 $ (905) December 31, 2003 414,000 4.039 - - - 460,000 4.500 (604) March 31, 2004 295,750 4.963 273,000 4.000 9.900 - - (236) June 30, 2004 227,500 4.252 182,000 4.000 5.450 - - (190) September 30, 2004 138,000 4.180 138,000 4.000 5.390 - - (123) December 31, 2004 92,000 4.360 92,000 4.000 5.620 - - (96) March 31, 2005 - - 90,000 4.000 7.250 - - (3) June 30, 2005 - - 91,000 4.000 5.400 - - (6) CRUDE OIL (Bbls) ($/Bbl) (Bbls) ($/Bbl) (Bbls) ($/Bbl) (In thousands) September 30, 2003 55,200 $ 23.77 - $ - $ - - $ - $ (321) December 31, 2003 41,400 23.21 - - - - - (205) March 31, 2004 29,575 25.35 13,650 23.00 27.74 - - (64) June 30, 2004 20,475 24.52 9,100 23.00 26.64 - - (40) September 30, 2004 13,800 23.91 9,200 23.00 25.91 - - (28) December 31, 2004 9,200 23.80 9,200 23.00 25.39 - - (15) March 31, 2005 - - 9,000 23.00 25.07 - - (4) June 30, 2005 - - - - - - - - ITEM 4. CONTROLS AND PROCEDURES Disclosure controls and procedures. As of the end of the period covered by this report, our principal executive officer (CEO) and principal financial officer (CFO) carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based on this evaluation, the CEO and CFO believe that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure; and that Brigham's disclosure controls and procedures are effective. Internal controls over financial reporting. There have been no changes in our internal controls or in other factors that have materially affected or are reasonably likely to materially affect our internal controls subsequent to the evaluation of our disclosure controls and procedures. 23 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS As discussed in Note 3 of Notes to the Consolidated Financial Statements included in Part I. Financial Information, Brigham is party to various legal actions arising in the ordinary course of business and does not expect these matters to have a material adverse effect on its financial condition, results of operations or cash flow. 24 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS (a) We held our Annual Stockholders meeting on Wednesday, May 28, 2003, in Austin, Texas at 1 p.m. local time. (b) Proxies were solicited by the Board of Directors of Brigham pursuant to Regualtion 14A under the Securities Exchange Act of 1934. There were no solicitations in opposition to the Board of Directors' nominees as listed in the proxy statement and all of such nominees were duly elected. (c) Out of the total 19,939,500 shares of our common stock and outstanding and entitled to vote, 13,929,109 shares were present in person or by proxy, representing approximately 70%. They only matters voted on by our stockholders, as fully described in the definitive proxy materials for the annual meeting, are set forth below. The results were as follows: 1. To elect eight directors to serve until the Annual Meeting of Stockholders in 2004. NUMBER OF SHARES NUMBER OF SHARES NUMBER OF SHARES WITHHOLDING VOTING FOR ELECTION AS VOTING AGAINST AUTHORITY TO VOTE FOR NOMINEE DIRECTOR ELECTION AS DIRECTOR ELECTION AS DIRECTOR -------------------- ---------------------- -------------------- --------------------- Ben M. "Bud" Brigham 11,252,917 2,403,192 - David T. Brigham 13,378,604 550,505 - Harold D. Carter 11,526,117 2,402,992 - Stephen C. Hurley 13,346,804 582,305 - Stephen P. Reynolds 13,378,604 550,505 - Hobart A. Smith 13,378,604 550,505 - Steven A. Webster 13,378,604 550,505 - R. Graham Whaling 13,346,804 582,305 - 2. To approve the appointment of PricewaterhouseCoopers LLP as independent auditors of Brigham for the year ending December 31, 2003. For 13,926,359 Against 1,350 Abstained 1,400 3. To consider and vote upon a proposal to approve and ratify the anti-dilution provisions of the warrants issued by Brigham in December 2002 to CSFB Private Equity. For 11,040,361 Against 2,888,198 Abstained 550 4. To consider and vote on a proposal to approve and amendment of the 1997 Director Stock Option Plan to (i) increase the number of options automatically granted to non-employee directors upon election to the Board of Directors and on December 31 of each year, and (ii) increase the number of shares of Common Stock available under this plan. For 13,509,676 Against 317,183 Abstain 102,250 25 5. To consider and vote upon a proposal to approve and ratify certain non-plan stock options granted to non-employee directors. For 13,680,103 Against 246,956 Abstain 2,050 6. To consider and vote on a proposal to approve an amendment to the 1997 Incentive Plan to increase the number of shares of Common Stock available under the Plan. For 10,393,373 Against 3,534,236 Abstain 1,500 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 10.53 Agreement and Partial Termination of Agreement and Assignment of Interest in Geophysical Exploration Agreement, Esperson Dome Project, dated March 14, 2003, by and between Brigham Oil & Gas, L.P. and Vaquero Gas Company Incorporated. 31.1 Certification of Chief Executive Officer of the Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 31.2 Certification of Chief Financial Officer of the Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 32.1 Certification of Chief Executive Officer of the Company pursuant to 18 U.S.C. Sec. 1350 32.2 Certification of Chief Financial Officer of the Company pursuant to 18 U.S.C. Sec. 1350 (b) Reports on Form 8-K: We submitted a report on Form 8-K on April 1, 2003, to announce the filing of our Form 10-K for 2002 and updates to its 2002 financial statements for the year ended December 31, 2002. The Form 8-K included a copy of the press release that provided this announcement. We submitted a report on Form 8-K on May 6, 2003, to announce our financial results for the first quarter 2003. The Form 8-K included a copy of the press release that provided this announcement. 26 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on August 14, 2003. BRIGHAM EXPLORATION COMPANY By: /s/ BEN M. BRIGHAM ------------------- Ben M. Brigham Chief Executive Officer, President and Chairman of the Board By: /s/ EUGENE B SHEPHERD, JR. --------------------------- Eugene B. Shepherd, Jr. Chief Financial Officer 27