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, 1999
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 BRIDGE POINT PARKWAY
BUILDING TWO, SUITE 500
AUSTIN, TEXAS 78730
1
BRIGHAM, INC. 401(K) PLAN
1999 FORM 11-K
PAGE
REQUIRED INFORMATION
ITEM 4. Unaudited Financial Statements And Schedules Prepared in
Accordance With ERISA
Statements of Net Assets Available for Plan Benefits as of
December 31, 1999 and 1998..................................... 1
Statement of Changes in Net Assets Available for Plan
Benefits for the Year Ended December 31, 1999.................. 2
Notes to Financial Statements.................................... 3
Supplemental schedule:
Schedule H, Line 4i - Assets Held for Investment Purposes
at End of Year............................................... 6
SIGNATURE .................................................................. 7
1
BRIGHAM, INC. 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE
FOR PLAN BENEFITS
(Unaudited)
December 31,
--------------------------
1999 1998
----------- -------------
Assets
Investments at fair value:
*Aetna Bond VP $ -- $ 40,092
*Aetna Ascent VP -- 64,480
*Fidelity VIP Equity-Income Portfolio -- 93,592
*PPI T. Rowe Price Growth Equity Portfolio -- 73,051
*Janus Aspen Growth Portfolio -- 74,461
*Janus Aspen Aggressive Growth Portfolio -- 116,764
*Janus Aspen Worldwide Growth Portfolio -- 58,036
*Fidelity VIP II Contrafund Portfolio -- 91,090
*BT Investment International 69,971 --
*Janus Worldwide Fund 85,368 --
*Fasciano Fund 94,675 --
*Janus Twenty Fund 371,706 --
*Dreyfus Appreciation 178,556 --
*Dreyfus S&P 500 Index Fund 65,218 --
*Pimco Total Return 76,191 --
*Schwab Institutional Money Market 54,278 --
Other investments 42,596 113,323
Loans to participants 105,319 38,546
Common stock of Brigham Exploration Company 32,533 --
---------- ----------
Total investments 1,176,412 763,434
---------- ----------
Receivables:
Participants' contributions 3,663 8,936
Other 1,041 354
---------- ----------
Total receivables 4,704 9,289
---------- ----------
---------- ----------
Net assets available for plan benefits $1,181,115 $ 772,723
========== ==========
* Denotes 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,
1999
------------
Additions to net assets attributed to:
Net appreciation (depreciation) in fair value $ 171,257
Dividends 34,773
Interest 5,306
-----------
Total investment income 211,336
-----------
Contributions:
Participants 221,086
-----------
Total additions 432,422
-----------
Deductions from net assets attributed to:
Benefits distributed to participants 21,988
Administrative and trustee fees 3,093
Other (1,051)
-----------
Total deductions 24,030
-----------
Increase in net assets available for plan benefits 408,392
Net assets available for plan benefits at beginning of year 772,723
-----------
Net assets available for plan benefits at end of year $ 1,181,115
===========
See accompanying notes to financial statements.
BRIGHAM, INC. 401(K) PLAN
NOTES TO 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. The Plan covers all employees who are 21 years of
age and have completed six months of service. Employees may enroll in the
Plan on the first day of January, April, July or October of each year.
The Plan is administered by the Company, who 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 1999, this limit was the lesser of 25% or $10,000. 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 1999, the Company made no
discretionary contributions.
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
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.
3
BRIGHAM, INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
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/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
Costs and expenses incurred in administering the Plan, excluding certain
fees and expenses of the trustee and investment manager, are paid by the
Company.
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 the 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 plan presents in the statement of
changes in net assets available for benefits the net appreciation
(depreciation) in the fair value of its investments, which consists of the
realized gains or losses and the unrealized appreciation (depreciation) on
those investments.
4
BRIGHAM, INC. 401(K) PLAN
NOTES TO 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 schedule. Actual results could differ from those
estimates.
RECENT ACCOUNTING PRONOUNCEMENTS
On September 15, 1999, the American Institute of Certified Public
Accountants issued Statement of Position 99-3, ACCOUNTING FOR AND REPORTING
OF CERTAIN DEFINED CONTRIBUTION PLAN INVESTMENTS AND OTHER DISCLOSURE
MATTERS ("SOP 99-3") which, among other things, eliminated previous
requirements for defined contribution plans to present plan investments by
general type for participant-directed investment programs and to disclose
participant -directed investment programs. SOP 99-3 is effective for
financial statements for Plan years ending after December 15,1999.
Accordingly, the accompanying financial statements do not include details
of the Plan's participant-directed investment programs.
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. INCOME TAX STATUS
Management believes that the Plan is qualified under Section 401(a) of the
Internal Revenue Code and is therefore exempt from taxation under Section
501. Generally, contributions to a qualified plan are deductible by the
Company when made, earnings of the trust are tax exempt and participants
are not taxed on their benefits until withdrawn from the Plan.
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, 1999
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF CURRENT
LESSOR OR SIMILAR PARTY INVESTMENT VALUE
*Brigham Exploration Company Common stock $ 32,533
Stock Liquidity Fund Cash $ 11
BT Investment International International stock mutual fund $ 69,971
Janus Worldwide Fund Stock mutual fund $ 85,368
Fasciano Fund Stock mutual fund $ 94,675
Janus Twenty Fund Stock mutual fund $371,706
MFS Massachusetts Invest. Growth Fund Stock mutual fund $ 2,537
Dreyfus Appreciation Stock mutual fund $178,557
Safeco Equity No-Load Stock mutual fund $ 40,048
Dreyfus S&P 500 Index Fund Stock mutual fund $ 65,218
Pimco Total Return Bond/fixed income mutual fund $ 76,191
*Schwab Institutional Money Market Money market mutual fund $ 54,278
Participant Loans Due April 15, 2000 through $105,319
September 15, 2019 at
8.75% - 10.5%
*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: June 28, 2000 By: /s/ David T. Brigham
------------------------------------
David T. Brigham
Vice President
7