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EXCEL - IDEA: XBRL DOCUMENT - BRIGHAM EXPLORATION CO | Financial_Report.xls |
EX-32.1 - EXHIBIT 32.1 - BRIGHAM EXPLORATION CO | c15962exv32w1.htm |
EX-31.1 - EXHIBIT 31.1 - BRIGHAM EXPLORATION CO | c15962exv31w1.htm |
EX-31.2 - EXHIBIT 31.2 - BRIGHAM EXPLORATION CO | c15962exv31w2.htm |
EX-32.2 - EXHIBIT 32.2 - BRIGHAM EXPLORATION CO | c15962exv32w2.htm |
EX-10.32 - EXHIBIT 10.32 - BRIGHAM EXPLORATION CO | c15962exv10w32.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2011
OR
o | 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: 001-34224
Brigham Exploration Company
(Exact name of registrant as specified in its charter)
Delaware (State of other jurisdiction of incorporation or organization) |
75-2692967 (I.R.S. Employer Identification No.) |
6300 Bridge Point Parkway, Building 2, Suite 500, Austin, Texas 78730
(Address of principal executive offices) (Zip Code)
(Address of principal executive offices) (Zip Code)
(512) 427-3300
(Registrants telephone number, including area code)
(Registrants 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 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232 405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large Accelerated Filer þ | Accelerated Filer o | Non-Accelerated Filer o | Smaller Reporting Company o | |||
(Do not check if smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
Class | Outstanding | |
Common Stock, par value $.01 per share as of May 2, 2011 | 117,063,422 |
Brigham Exploration Company
First Quarter 2011 Form 10-Q Report
TABLE OF CONTENTS
Table of Contents
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BRIGHAM EXPLORATION COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
March 31, | December 31, | |||||||
2011 | 2010 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 20,586 | $ | 23,743 | ||||
Accounts receivable |
88,544 | 70,368 | ||||||
Short-term investments |
172,159 | 223,991 | ||||||
Inventory |
34,377 | 34,959 | ||||||
Other current assets |
7,640 | 7,796 | ||||||
Total current assets |
323,306 | 360,857 | ||||||
Oil and natural gas properties, using the full cost method including
Proved, net of accumulated depletion of $442,631 and $423,691 |
567,277 | 486,423 | ||||||
Unproved |
207,280 | 182,933 | ||||||
774,557 | 669,356 | |||||||
Other property and equipment, net |
47,984 | 42,837 | ||||||
Deferred loan fees |
11,899 | 9,064 | ||||||
Other noncurrent assets |
3,552 | 3,287 | ||||||
Total assets |
$ | 1,161,298 | $ | 1,085,401 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 51,612 | $ | 50,023 | ||||
Royalties payable |
58,129 | 42,155 | ||||||
Accrued drilling costs |
72,671 | 61,067 | ||||||
Participant advances received |
4,867 | 3,037 | ||||||
Derivative liabilities |
31,610 | 9,442 | ||||||
Other current liabilities |
17,858 | 10,821 | ||||||
Total current liabilities |
236,747 | 176,545 | ||||||
Senior Notes |
300,000 | 300,000 | ||||||
Other noncurrent liabilities |
28,634 | 15,586 | ||||||
Commitments and contingencies (Note 3) |
||||||||
Stockholders equity: |
||||||||
Common stock, $.01 par value, 180 million shares authorized,
116,659,765 and 116,564,182 shares issued and 116,367,532
and 116,289,180 shares outstanding at March 31, 2011 and
December 31, 2010, respectively |
1,168 | 1,166 | ||||||
Additional paid-in capital |
766,780 | 765,326 | ||||||
Treasury stock, at cost; 292,233 and 275,002 shares at March
31, 2011 and December 31, 2010, respectively |
(3,124 | ) | (2,657 | ) | ||||
Accumulated other comprehensive income (loss) |
95 | (9 | ) | |||||
Retained earnings (deficit) |
(169,002 | ) | (170,556 | ) | ||||
Total stockholders equity |
595,917 | 593,270 | ||||||
Total liabilities and stockholders equity |
$ | 1,161,298 | $ | 1,085,401 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
1
Table of Contents
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
BRIGHAM EXPLORATION COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Revenues: |
||||||||
Oil and natural gas sales |
$ | 75,963 | $ | 28,930 | ||||
Gain (loss) on derivatives, net |
(35,958 | ) | 3,634 | |||||
Support infrastructure |
594 | | ||||||
Other revenue |
2 | 9 | ||||||
40,601 | 32,573 | |||||||
Costs and expenses: |
||||||||
Lease operating |
7,720 | 4,349 | ||||||
Production taxes |
7,698 | 2,508 | ||||||
Support infrastructure |
190 | | ||||||
General and administrative |
3,382 | 3,086 | ||||||
Depletion of oil and natural gas properties |
18,940 | 9,211 | ||||||
Depreciation and amortization |
971 | 233 | ||||||
Accretion of discount on asset retirement obligations |
110 | 105 | ||||||
39,011 | 19,492 | |||||||
Operating income (loss) |
1,590 | 13,081 | ||||||
Other income (expense): |
||||||||
Interest income |
367 | 453 | ||||||
Interest expense, net |
(3,378 | ) | (2,904 | ) | ||||
Other income (expense) |
3,154 | 685 | ||||||
143 | (1,766 | ) | ||||||
Income (loss) before income taxes |
1,733 | 11,315 | ||||||
Income tax expense: |
||||||||
Current |
| | ||||||
Deferred |
(179 | ) | | |||||
(179 | ) | | ||||||
Net income (loss) |
$ | 1,554 | $ | 11,315 | ||||
Net income (loss) per share available to common stockholders: |
||||||||
Basic |
$ | 0.01 | $ | 0.11 | ||||
Diluted |
$ | 0.01 | $ | 0.11 | ||||
Weighted average shares outstanding: |
||||||||
Basic |
116,359 | 99,444 | ||||||
Diluted |
118,522 | 101,357 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
Table of Contents
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
BRIGHAM EXPLORATION COMPANY
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
(In thousands)
(Unaudited)
Accumulated | ||||||||||||||||||||||||||||
Additional | Other | Total | ||||||||||||||||||||||||||
Common Stock | Paid In | Treasury | Comprehensive | Retained | Stockholders | |||||||||||||||||||||||
Shares | Amounts | Capital | Stock | Income (Loss) | Earnings | Equity | ||||||||||||||||||||||
Balance, December 31, 2010 |
116,564 | $ | 1,166 | $ | 765,326 | $ | (2,657 | ) | $ | (9 | ) | $ | (170,556 | ) | $ | 593,270 | ||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Net income |
| | | | | 1,554 | 1,554 | |||||||||||||||||||||
Unrealized gains (losses) on investments |
| | | | 104 | | 104 | |||||||||||||||||||||
Tax benefit (provisions) |
| | | | | | | |||||||||||||||||||||
Comprehensive income |
1,658 | |||||||||||||||||||||||||||
Issuance of common stock |
| | | | | | | |||||||||||||||||||||
Exercises of employee stock options |
10 | 1 | 76 | | | | 77 | |||||||||||||||||||||
Vesting of restricted stock |
86 | 1 | (1 | ) | | | | | ||||||||||||||||||||
Stock based compensation |
| | 1,379 | | | | 1,379 | |||||||||||||||||||||
Repurchases of common stock |
| | | (467 | ) | | | (467 | ) | |||||||||||||||||||
Balance, March 31, 2011 |
116,660 | $ | 1,168 | $ | 766,780 | $ | (3,124 | ) | $ | 95 | $ | (169,002 | ) | $ | 595,917 | |||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
Table of Contents
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
BRIGHAM EXPLORATION COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Cash flows from operating activities: |
||||||||
Net income (loss) |
$ | 1,554 | $ | 11,315 | ||||
Adjustments to reconcile net income (loss) to cash provided by operating activities: |
||||||||
Depletion of oil and natural gas properties |
18,940 | 9,211 | ||||||
Depreciation and amortization |
971 | 233 | ||||||
Stock based compensation |
747 | 427 | ||||||
Amortization of deferred loan fees and debt issuance costs |
526 | 506 | ||||||
Market value and other adjustments for derivative instruments |
36,008 | (3,052 | ) | |||||
Accretion of discount on asset retirement obligations |
110 | 105 | ||||||
Deferred income taxes |
179 | | ||||||
Other noncash items |
| (1 | ) | |||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
(18,176 | ) | (11,122 | ) | ||||
Other current assets |
(759 | ) | 212 | |||||
Accounts payable |
1,589 | 5,874 | ||||||
Royalties payable |
15,974 | 6,784 | ||||||
Participant advances received |
1,830 | 1,057 | ||||||
Other current liabilities |
7,037 | 4,416 | ||||||
Other noncurrent assets and liabilities |
(319 | ) | 8 | |||||
Net cash provided by operating activities |
66,211 | 25,973 | ||||||
Cash flows from investing activities: |
||||||||
Additions to oil and natural gas properties |
(111,727 | ) | (39,360 | ) | ||||
Changes to inventory |
276 | (275 | ) | |||||
Purchases of short term investments |
| (22,839 | ) | |||||
Sales of short term investments |
51,936 | 19,663 | ||||||
Additions to other property and equipment |
(6,118 | ) | (273 | ) | ||||
Decrease (increase) in drilling advances paid |
108 | 174 | ||||||
Net cash provided (used) by investing activities |
(65,525 | ) | (42,910 | ) | ||||
Cash flows from financing activities: |
||||||||
Deferred loan fees paid and equity costs |
(3,453 | ) | (8 | ) | ||||
Proceeds from exercise of employee stock options |
77 | 844 | ||||||
Repurchases of common stock |
(467 | ) | (204 | ) | ||||
Net cash provided (used) by financing activities |
(3,843 | ) | 632 | |||||
Net increase (decrease) in cash and cash equivalents |
(3,157 | ) | (16,305 | ) | ||||
Cash and cash equivalents, beginning of year |
23,743 | 40,781 | ||||||
Cash and cash equivalents, end of period |
$ | 20,586 | $ | 24,476 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
4
Table of Contents
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Organization and Nature of Operations
Brigham Exploration Company is a Delaware corporation formed on February 25, 1997 for the
purpose of exchanging its common stock for the common stock of Brigham, Inc. and the partnership
interests of Brigham Oil & Gas, L.P. (the Partnership). Hereinafter, Brigham Exploration Company
and the Partnership are collectively referred to as Brigham. The Partnership was formed in May
1992 to explore and develop onshore domestic oil and natural gas properties using 3-D seismic
imaging and other advanced technologies. Brighams exploration and development of oil and natural
gas properties is currently focused in the Williston Basin, the Gulf Coast, the Anadarko Basin, and
West Texas and Other.
2. Basis of Presentation
The accompanying unaudited consolidated 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 partnership 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 unaudited consolidated financial statements are presented in accordance
with the requirements of Form 10-Q and do not include all disclosures normally required by
accounting principles generally accepted in the United States of America (U.S. GAAP). The
preparation of financial statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates. 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 Brighams 2010 Annual Report on Form 10-K filed
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
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.
As of March 31, 2011, there are no known environmental or other regulatory matters related to
Brighams operations that are reasonably expected to result in a material liability to Brigham.
Compliance with environmental laws and regulations has not had, and is not expected to have, a
material adverse effect on Brighams financial position, results of operations or cash flows.
4. Net Income Available Per Common Share
Basic earnings per share (EPS) is computed by dividing net income (the numerator) by the
weighted average number of common shares outstanding for the period (the denominator). Diluted EPS
is computed by dividing net income by the weighted average number of common shares and potential
common shares outstanding (if dilutive) during each period. Potential common shares include stock
options and restricted stock. The number of potential common shares outstanding relating to stock
options and restricted stock is computed using the treasury stock method.
5
Table of Contents
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The reconciliation of the denominators used to calculate basic EPS and diluted EPS for the
three months ended March 31, 2011 and 2010 are as follows (in thousands):
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Weighted
average common shares outstanding basic |
116,359 | 99,444 | ||||||
Plus: Potential common shares |
||||||||
Stock options and restricted stock |
2,163 | 1,913 | ||||||
Weighted
average common shares outstanding diluted |
118,522 | 101,357 | ||||||
Stock options excluded from diluted EPS due to the anti-dilutive effect |
183 | 164 | ||||||
5. Income Taxes
Based on estimates of its annual effective tax rate, Brigham has a $0.2 million deferred
federal and state income tax expense for the three months ended March 31, 2011. There was no
federal or state tax expense (benefit) in 2010.
Brigham has a net deferred tax asset at March 31, 2011, due to its net operating loss
carryovers and ceiling test writedowns in the fourth quarter of 2008 and the first quarter of 2009.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is
more likely than not that some portion or all of the deferred tax assets will not be realized.
After testing to determine if the deferred tax assets would meet the more likely than not criteria,
Brigham determined that the valuation allowance should be $61.6 million at March 31, 2011.
The tax effects from an uncertain tax position can be recognized in the financial statements
only if the position is more likely than not of being sustained if the position were to be
challenged by a taxing authority. Brigham has examined the tax positions taken in its tax returns
and determined that there are no uncertain tax positions. As a result, Brigham has recorded no
uncertain tax liabilities in its consolidated balance sheet.
The tax years that remain subject to examination by Federal and major state tax jurisdictions
are the years ended December 31, 2010, 2009, 2008, and 2007. In addition, Brigham is open to
examination for the years 1997 through 2006, resulting from net operating losses generated and
available for carryforward.
6. 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)
reduce commodity price risk and (iii) provide a base level of cash flow in order to assure it can
execute at least a portion of its capital spending plans.
Natural Gas and Crude Oil Derivative Contracts
Brigham enters into contracts to hedge against the variability in cash flows associated with
the forecasted sale of future oil and gas production. Brighams hedges consist of costless collars
(purchased put options and written call options), three-way collars (a standard collar plus a sold
put below the floor price of the collar), purchased put options, written call options, and swaps.
The costless collars and three-way collars are used to establish floor and ceiling prices on
anticipated future oil and natural gas production. There are no net premiums paid or received when
Brigham enters into these option agreements. Brigham has elected not to designate any of its
derivative contracts as cash flow hedges for accounting purposes under Financial Accounting
Standards Board Accounting Standards Codification Topic 815 Derivatives and Hedging (FASB ASC
815). As such, all derivative positions are carried at their fair value on the consolidated balance
sheet and are marked-to-market at the end of each period. See Note 7, Fair Values, for a
discussion of the calculation of the fair values of oil and natural gas derivative contracts. Any
realized and unrealized gains or losses are recorded as gain (loss) on derivatives, net, as an
increase or decrease in revenue on the consolidated statement of operations.
6
Table of Contents
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table reflects open commodity derivative contracts at March 31, 2011, the
associated volumes and the corresponding weighted average NYMEX reference price (WTI and Henry
Hub).
Natural | Crude | Purchased | Written | |||||||||||||
Gas | Oil | Put | Call | |||||||||||||
Settlement Period | (MMBTU) | (Barrels) | Nymex | Nymex | ||||||||||||
Natural Gas Costless Collars |
||||||||||||||||
04/01/11 12/31/11 |
270,000 | $ | 5.75 | $ | 7.65 | |||||||||||
04/01/11 12/31/11 |
360,000 | $ | 5.75 | $ | 7.40 | |||||||||||
04/01/11 12/31/11 |
360,000 | $ | 5.00 | $ | 6.55 | |||||||||||
Oil Costless Collars |
||||||||||||||||
04/01/11 07/31/12 |
244,000 | $ | 65.00 | $ | 97.20 | |||||||||||
04/01/11 07/31/12 |
244,000 | $ | 65.00 | $ | 98.55 | |||||||||||
04/01/11 07/31/12 |
244,000 | $ | 65.00 | $ | 100.40 | |||||||||||
04/01/11 07/31/12 |
244,000 | $ | 65.00 | $ | 100.00 | |||||||||||
04/01/11 06/30/11 |
9,000 | $ | 65.00 | $ | 97.50 | |||||||||||
04/01/11 06/30/11 |
12,000 | $ | 70.00 | $ | 92.50 | |||||||||||
04/01/11 07/31/11 |
12,000 | $ | 70.00 | $ | 94.80 | |||||||||||
04/01/11 12/31/11 |
63,000 | $ | 65.00 | $ | 88.25 | |||||||||||
04/01/11 12/31/11 |
45,000 | $ | 60.00 | $ | 97.25 | |||||||||||
04/01/11 12/31/11 |
45,000 | $ | 65.00 | $ | 108.00 | |||||||||||
04/01/11 12/31/11 |
36,000 | $ | 70.00 | $ | 106.80 | |||||||||||
04/01/11 12/31/11 |
36,000 | $ | 75.00 | $ | 102.60 | |||||||||||
04/01/11 12/31/11 |
27,000 | $ | 65.00 | $ | 100.00 | |||||||||||
04/01/11 12/31/11 |
27,000 | $ | 75.00 | $ | 104.30 | |||||||||||
04/01/11 12/31/11 |
137,500 | $ | 65.00 | $ | 100.00 | |||||||||||
04/01/11 04/30/11 |
8,000 | $ | 75.00 | $ | 104.50 | |||||||||||
04/01/11 08/31/11 |
38,250 | $ | 65.00 | $ | 96.75 | |||||||||||
04/01/11 08/31/11 |
38,250 | $ | 65.00 | $ | 94.80 | |||||||||||
05/01/11 12/31/11 |
122,500 | $ | 65.00 | $ | 100.00 | |||||||||||
05/01/11 12/31/11 |
122,500 | $ | 65.00 | $ | 106.50 | |||||||||||
07/01/11 09/30/11 |
9,000 | $ | 70.00 | $ | 95.00 | |||||||||||
07/01/11 12/31/11 |
12,000 | $ | 75.00 | $ | 103.00 | |||||||||||
07/01/11 12/31/11 |
12,000 | $ | 75.00 | $ | 95.15 | |||||||||||
09/01/11 12/31/11 |
61,000 | $ | 65.00 | $ | 99.00 | |||||||||||
09/01/11 12/31/11 |
61,000 | $ | 65.00 | $ | 97.40 | |||||||||||
10/01/11 12/31/11 |
6,000 | $ | 70.00 | $ | 96.35 | |||||||||||
01/01/12 06/30/12 |
60,000 | $ | 75.00 | $ | 106.90 | |||||||||||
01/01/12 06/30/12 |
182,000 | $ | 65.00 | $ | 100.75 | |||||||||||
01/01/12 06/30/12 |
91,000 | $ | 65.00 | $ | 101.00 | |||||||||||
01/01/12 06/30/12 |
182,000 | $ | 65.00 | $ | 99.25 | |||||||||||
01/01/12 06/30/12 |
91,000 | $ | 65.00 | $ | 102.75 | |||||||||||
01/01/12 06/30/12 |
136,500 | $ | 65.00 | $ | 107.25 | |||||||||||
01/01/12 07/31/12 |
106,500 | $ | 65.00 | $ | 110.00 | |||||||||||
02/01/12 12/31/12 |
335,000 | $ | 80.00 | $ | 134.25 | |||||||||||
07/01/12 07/31/12 |
62,000 | $ | 65.00 | $ | 102.25 | |||||||||||
07/01/12 07/31/12 |
31,000 | $ | 65.00 | $ | 105.25 | |||||||||||
07/01/12 07/31/12 |
62,,000 | $ | 75.00 | $ | 114.00 | |||||||||||
07/01/12 09/30/12 |
92,000 | $ | 65.00 | $ | 109.40 | |||||||||||
08/01/12 09/30/12 |
61,000 | $ | 65.00 | $ | 110.25 | |||||||||||
08/01/12 09/30/12 |
61,000 | $ | 65.00 | $ | 112.00 | |||||||||||
08/01/12 10/31/12 |
92,000 | $ | 70.00 | $ | 110.90 | |||||||||||
08/01/12 10/31/12 |
92,000 | $ | 70.00 | $ | 106.50 | |||||||||||
08/01/12 10/31/12 |
276,000 | $ | 75.00 | $ | 112.50 | |||||||||||
10/01/12 10/31/12 |
62,000 | $ | 65.00 | $ | 112.65 | |||||||||||
10/01/12 10/31/12 |
31,000 | $ | 70.00 | $ | 110.90 | |||||||||||
11/01/12 12/31/12 |
122,000 | $ | 70.00 | $ | 107.70 | |||||||||||
11/01/12 12/31/12 |
122,000 | $ | 70.00 | $ | 110.00 | |||||||||||
11/01/12 12/31/12 |
244,000 | $ | 75.00 | $ | 112.50 | |||||||||||
01/01/13 02/28/13 |
118,000 | $ | 75.00 | $ | 113.05 | |||||||||||
01/01/13 03/31/13 |
180,000 | $ | 80.00 | $ | 120.00 | |||||||||||
01/01/13 03/31/13 |
270,000 | $ | 80.00 | $ | 129.45 | |||||||||||
03/01/13 03/31/13 |
62,000 | $ | 80.00 | $ | 120.00 |
7
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BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Natural | Crude | Purchased | Written | |||||||||||||
Gas | Oil | Put | Call | |||||||||||||
Settlement Period | (MMBTU) | (Barrels) | Nymex | Nymex | ||||||||||||
Crude Oil Calls |
||||||||||||||||
04/01/11 06/30/11 |
45,500 | $ | 95.00 | |||||||||||||
04/01/11 06/30/11 |
45,500 | $ | 97.50 | |||||||||||||
07/01/11 12/31/11 |
276,000 | $ | 100.00 | |||||||||||||
Crude Oil Puts |
||||||||||||||||
04/01/11 06/30/12 |
228,500 | $ | 65.00 | |||||||||||||
04/01/11 06/30/12 |
228,500 | $ | 65.00 | |||||||||||||
07/01/11 06/30/12 |
91,500 | $ | 65.00 | |||||||||||||
07/01/11 06/30/12 |
91,500 | $ | 65.00 | |||||||||||||
07/01/12 12/31/12 |
276,000 | $ | 80.00 | |||||||||||||
The following table reflects commodity derivative contracts entered subsequent to March
31, 2011, the associated volumes and the corresponding weighted average NYMEX reference price.
Natural | Crude | Purchased | Written | |||||||||||||
Gas | Oil | Put | Call | |||||||||||||
Settlement Period | (MMBTU) | (Barrels) | Nymex | Nymex | ||||||||||||
Oil Costless Collars |
||||||||||||||||
09/01/11 12/31/11 |
244,000 | $ | 90.00 | $ | 144.00 | |||||||||||
01/01/12 12/31/12 |
366,000 | $ | 85.00 | $ | 139.50 | |||||||||||
01/01/13 05/31/13 |
302,000 | $ | 85.00 | $ | 134.00 |
Additional Disclosures about Derivative Instruments and Hedging Activities
At March 31, 2011 and December 31, 2010, Brigham had derivative financial instruments under
FASB ASC 815 recorded on the consolidated balance sheet as set forth below:
Mar 31, 2011 | Dec 31, 2010 | |||||||||
Estimated | Estimated | |||||||||
Type of Contract | Balance Sheet Location | Fair Value | Fair Value | |||||||
(in thousands) | (in thousands) | |||||||||
Derivatives Not Designated as Hedging Instruments | ||||||||||
Derivative Assets: |
||||||||||
Natural gas and crude oil contracts |
Other current assets | $ | 1,244 | $ | 2,557 | |||||
Natural gas and crude oil contracts |
Other non-current assets | 1,306 | 309 | |||||||
Total Derivative Assets |
$ | 2,550 | $ | 2,866 | ||||||
Derivative Liabilities: |
||||||||||
Natural gas and crude oil contracts |
Derivative liabilities - current | $ | (31,610 | ) | $ | (9,442 | ) | |||
Natural gas and crude oil contracts |
Other non-current liabilities | (22,099 | ) | (8,575 | ) | |||||
Total Derivative Liabilities |
$ | (53,709 | ) | $ | (18,017 | ) |
8
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BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three months ended March 31, 2011 and 2010, the effect on income in the consolidated
statement of operations for derivative financial instruments under FASB ASC 815 was as follows:
Three Months | ||||||||||
Ended | Three Months Ended | |||||||||
Mar 31, 2011 | Mar 31, 2010 | |||||||||
Statement of Operations | Amount of | Amount of | ||||||||
Type of Contract | Location of Gain (Loss) | Gain (Loss) | Gain (Loss) | |||||||
(in thousands) | (in thousands) | |||||||||
Derivatives Not
Designated as Hedging
Instruments |
||||||||||
Natural gas contracts |
Gain (loss) on derivatives, net | $ | 111 | $ | 3,255 | |||||
Crude oil contracts |
Gain (loss) on derivatives, net | (36,069 | ) | 379 | ||||||
Total Derivative Gain (loss) |
$ | (35,958 | ) | $ | 3,634 |
The use of derivative transactions involves the risk that the counterparties will be unable to
meet the financial terms of such transactions. Brighams derivative contracts are with multiple
counterparties within its credit facility bank group to minimize its exposure to any individual
counterparty and Brigham has netting arrangements with all of its counterparties that provide for
offsetting payables against receivables from separate derivative instruments with that
counterparty.
7. Fair Values
Brigham follows the provisions under Financial Accounting Standards Board Accounting Standards
Codification Topic 820 Fair Value Measurements and Disclosures (FASB ASC 820) as it relates to
financial and nonfinancial assets and liabilities. FASB ASC 820 establishes a fair value hierarchy
that prioritizes the inputs used to measure fair value. The three levels of the fair value
hierarchy defined by FASB ASC 820 are as follows:
| Level 1 Unadjusted quoted prices are available in active markets for identical assets
or liabilities. |
| Level 2 Pricing inputs, other than quoted prices within Level 1, that are either
directly or indirectly observable. |
| Level 3 Pricing inputs that are unobservable requiring the use of valuation
methodologies that result in managements best estimate of fair value. |
As such, the fair values of Brighams derivative financial instruments reflect Brighams
estimate of the default risk of the parties in accordance with FASB ASC 820. The fair value of
Brighams derivative financial instruments is determined based on counterparties valuation models
that utilize market-corroborated inputs. The fair value of all derivative contracts is reflected
on the balance sheet as detailed in the following schedule (in thousands). The current asset and
liability amounts represent the fair values expected to be included in the results of operations
for the subsequent year.
Fair Value Measurements at March 31, 2011 Using | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | ||||||||||||||
Active Markets | Observable | Unobservable | ||||||||||||||
March 31, | for Identical Assets | Inputs | Inputs | |||||||||||||
Description | 2011 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Derivative liabilities |
$ | (31,610 | ) | $ | | $ | (31,610 | ) | $ | | ||||||
Other non-current liabilities |
(22,099 | ) | | (22,099 | ) | | ||||||||||
Other current assets |
1,244 | | 1,244 | | ||||||||||||
Other non-current assets |
1,306 | | 1,306 | | ||||||||||||
$ | (51,159 | ) | $ | | $ | (51,159 | ) | $ | | |||||||
9
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BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Fair Value Measurements at December 31, 2010 Using | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | ||||||||||||||
Active Markets | Observable | Unobservable | ||||||||||||||
December 31, | for Identical Assets | Inputs | Inputs | |||||||||||||
Description | 2010 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Derivative liabilities |
$ | (9,442 | ) | $ | | $ | (9,442 | ) | $ | | ||||||
Other non-current liabilities |
(8,575 | ) | | (8,575 | ) | | ||||||||||
Other current assets |
2,557 | | 2,557 | | ||||||||||||
Other non-current assets |
309 | | 309 | | ||||||||||||
$ | (15,151 | ) | $ | | $ | (15,151 | ) | $ | | |||||||
Brighams assessment of the significance of a particular input to the fair value measurement
requires judgment and may effect the valuation on the nonfinancial assets and liabilities and their
placement in the fair value hierarchy levels. The fair value of Brighams asset retirement
obligations are determined using discounted cash flow methodologies based on inputs that are not
readily available in public markets. These inputs include salvage value, estimated life, working
interest, a factor for inflation, and a discount factor. The fair value of the asset retirement
obligations is reflected on the balance sheet as detailed below (in thousands).
Fair Value Measurements at March 31, 2011 Using | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | ||||||||||||||
Active Markets | Observable | Unobservable | ||||||||||||||
March 31, | for Identical Assets | Inputs | Inputs | |||||||||||||
Description | 2011 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Other non-current liabilities |
(5,269 | ) | | | (5,269 | ) | ||||||||||
$ | (5,269 | ) | $ | | $ | | $ | (5,269 | ) | |||||||
Fair Value Measurements at December 31, 2010 Using | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | ||||||||||||||
Active Markets | Observable | Unobservable | ||||||||||||||
December 31, | for Identical Assets | Inputs | Inputs | |||||||||||||
Description | 2010 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Other non-current liabilities |
(5,923 | ) | | | (5,923 | ) | ||||||||||
$ | (5,923 | ) | $ | | $ | | $ | (5,923 | ) | |||||||
See Note 13, Asset Retirement Obligations for a rollforward of the asset retirement
obligation.
Investments held by Brigham include certificates of deposit, corporate debt, and government
securities. The fair value of the investments is reflected on the balance sheet as detailed below
(in thousands).
Fair Value Measurements at March 31, 2011 Using | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | ||||||||||||||
Active Markets | Observable | Unobservable | ||||||||||||||
March 31, | for Identical Assets | Inputs | Inputs | |||||||||||||
Description | 2011 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Investments |
172,159 | 172,159 | | | ||||||||||||
$ | 172,159 | $ | 172,159 | $ | | $ | | |||||||||
Fair Value Measurements at December 31, 2010 Using | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | ||||||||||||||
Active Markets | Observable | Unobservable | ||||||||||||||
December 31, | for Identical Assets | Inputs | Inputs | |||||||||||||
Description | 2010 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Investments |
223,991 | 223,991 | | | ||||||||||||
$ | 223,991 | $ | 223,991 | $ | | $ | | |||||||||
10
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BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table summarizes, by major security type, the fair value and any unrealized gain
(loss) of Brighams investments (in thousands). The unrealized gain (loss) is recorded on the
consolidated balance sheet as other comprehensive income (loss), a component of stockholders
equity.
Less Than 12 Months | 12 Months or Greater | Total | ||||||||||||||||||||||
Unrealized | Unrealized | Unrealized | ||||||||||||||||||||||
Fair | Gains | Fair | Gains | Fair | Gains | |||||||||||||||||||
Description of Securities | Value | (Losses) | Value | (Losses) | Value | (Losses) | ||||||||||||||||||
Certificates of deposit |
$ | 240 | $ | | $ | | $ | | $ | 240 | $ | | ||||||||||||
Corporate bonds and notes |
153,179 | 88 | 6,730 | 4 | 159,909 | 92 | ||||||||||||||||||
Government securities |
12,010 | 3 | | | 12,010 | 3 | ||||||||||||||||||
Total |
$ | 165,429 | $ | 91 | $ | 6,730 | $ | 4 | $ | 172,159 | $ | 95 | ||||||||||||
The cost basis of Brighams investments in certificates of deposit, corporate bonds and notes,
and government securities (in thousands) is $240, $162,337, and $12,076, respectively.
Brighams other financial instruments include cash and cash equivalents, accounts receivable,
accounts payable and long-term debt. The carrying amount of cash and cash equivalents, accounts
receivable and accounts payable approximate fair value because of their immediate or short-term
maturities. The carrying value of Brighams Senior Credit Facility approximates its fair market
value since it bears interest at floating market interest rates. The following are estimated fair
values and carrying values of our other financial instruments at each of these dates:
March 31, 2011 | December 31, 2010 | |||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Amount | Value | Amount | Value | |||||||||||||
Senior Notes |
$ | 300,000 | $ | 331,500 | $ | 300,000 | $ | 325,500 |
The fair value of Brighams Senior Notes (as hereinafter defined) is based upon current market
quotes and is the estimated amount required to purchase the Senior Notes on the open market.
8. Oil and Gas Properties
Brigham uses the full cost method of accounting for oil and gas properties. Under this method,
all acquisition, exploration and development costs, including certain payroll, asset retirement
costs, other internal costs, and interest incurred for the purpose of finding oil and natural gas
reserves, are capitalized. Internal costs and capitalized interest are directly attributable to
acquisition, exploration and development activities and do not include costs related to production,
general corporate overhead or similar activities.
Capitalized costs of oil and natural gas properties, net of accumulated amortization, are
limited to the present value (10% per annum discount rate) of estimated future net cash flow from
proved oil and natural gas reserves, based on the oil and natural gas prices in effect on the
balance sheet date including the impact of qualifying cash flow hedging instruments; plus the cost
of properties not being amortized, if any; plus the lower of cost or estimated fair value of
unproved properties included in the costs being amortized, if any; less related income tax effects.
If net capitalized costs of oil and gas properties exceed this ceiling amount, Brigham is subject
to a ceiling test write-down to the extent of such excess. A ceiling test write-down is a non-cash
charge to earnings. If required, it would reduce earnings and impact stockholders equity in the
period of occurrence and result in lower depreciation, depletion and amortization expense in future
periods.
The risk that Brigham will experience a ceiling test write-down increases when oil and gas
prices are depressed or if Brigham has substantial downward revisions in its estimated proved
reserves. Based on the 12-month average oil and gas prices at March 31, 2011 ($4.10 per MMBtu for
Henry Hub natural gas and $83.41 per barrel for West Texas Intermediate oil, adjusted for
differentials), the unamortized cost of Brighams oil and gas properties did not exceed the ceiling
limit. Therefore, Brigham was not required to writedown the net capitalized costs of its oil and
gas properties at March 31, 2011.
11
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BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
9. Support Infrastructure
Brigham recognizes revenue and expenses from its support infrastructure operations, which
provide the usage of its oil, natural gas, waste water and fresh water gathering lines. Brigham
also provides produced water disposal services for certain operated wells currently drilling or
that have been placed on production. Any intercompany revenues and expenses have been eliminated
for financial statement presentation.
10. Senior Notes
On September 27, 2010, Brigham issued $300 million of unregistered 8 3/4% Senior Notes due
October 2018 (collectively the 8 3/4% Senior Notes). The notes were priced at 100% of their face
value and are fully and unconditionally guaranteed by Brigham and its wholly-owned subsidiaries,
Brigham, Inc. and Brigham Oil & Gas, L.P. Brigham does not have any independent assets or
operations.
In connection with the issuance of the 8 3/4% Senior Notes, Brigham tendered for and purchased
$154.4 million of its 9 5/8% Senior Notes due 2014 and previously issued in 2006 and 2007 on
September 27, 2010. Brigham recorded a $10.9 million loss upon the purchase of the 9 5/8% Senior
Notes. Brigham redeemed the remaining $5.6 million of the 9 5/8% Senior Notes on October 8, 2010.
Brigham recorded a $360,000 loss upon the redemption of the remaining 9 5/8% Senior Notes.
The indenture governing the 8 3/4% Senior Notes contains customary events of default. Upon the
occurrence of certain events of default, the trustee or the holders of the 8 3/4% Senior Notes may
declare all outstanding 8 3/4% Senior Notes to be due and payable immediately. The indenture also
contains customary restrictions and covenants which could potentially limit Brighams flexibility
to manage and fund its business. At March 31, 2011, Brigham was in compliance with all covenants
under the indenture.
11. Senior Credit Facility
In February 2011, Brigham amended and restated the Senior Credit Facility to provide for
revolving credit borrowings up to $600 million, with an initial borrowing base of $325 million.
Borrowings under the new Senior Credit Facility cannot exceed its borrowing base, which is
determined at least semi-annually. Brigham also extended the maturity of its Senior Credit Facility
from July 2012 to February 2016. Brigham had no borrowings outstanding under its Senior Credit
Facility at March 31, 2011 and December 31, 2010.
Borrowings under the Senior Credit Facility bear interest, at Brighams election, at a base
rate (as the term is defined in the Senior Credit Facility) or Eurodollar rate, plus in each case
an applicable margin that is reset quarterly. The applicable interest rate margin varies from 1.0%
to 1.75% in the case of borrowings based on the base rate (as the term is defined in the Senior
Credit Facility) and from 2.0% to 2.75% in the case of borrowings based on the Eurodollar rate,
depending on percentage of the available borrowing base utilized. In addition, Brigham is required
to pay a commitment fee on the unused portion of its borrowing base (0.50% at March 31, 2011).
Borrowings under the Senior Credit Facility are collateralized by substantially all of Brighams
oil and natural gas properties under first liens.
The Senior Credit Facility contains various covenants, including among other restrictions on
liens, restrictions on incurring other indebtedness, restrictions on mergers, restrictions on
investments, and restrictions on hedging activity of a speculative nature or with counterparties
having credit ratings below specified levels. The Senior Credit Facility required Brigham to
maintain a current ratio (as defined) of at least 1 to 1 and a net leverage ratio that must be no
greater than 4 to 1. At March 31, 2011, Brigham was in compliance with all covenants under the
Senior Credit Facility.
12. Preferred Stock
In June 2010, Brigham exercised its option to redeem all of its Series A mandatorily
redeemable preferred stock at 101% of the stated value per share, which was held by DLJ Merchant
Banking Partners III, L.P. and affiliated funds, which are managed by affiliates of Credit Suisse
Securities (USA), LLC.
12
Table of Contents
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
13. Asset Retirement Obligations
Brigham has asset retirement obligations associated with the future plugging and abandonment
of proved properties and related facilities. Prior to the adoption of Financial Accounting
Standards Board Accounting Standards Codification Topic 410 Asset Retirement and Environmental
Obligations (FASB ASC 410), 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. Under the
provisions of FASB ASC 410, the fair value of a liability for an asset retirement obligation is
recorded 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 no
assets that are legally restricted for purposes of settling asset retirement obligations.
The following table summarizes Brighams asset retirement obligation transactions recorded in
accordance with the provisions of FASB ASC 410 during the three months ended March 31, 2011 and
2010 (in thousands):
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Beginning asset retirement obligations |
$ | 5,923 | $ | 6,323 | ||||
Liabilities incurred for new wells placed on production |
178 | 52 | ||||||
Liabilities settled |
(942 | ) | (28 | ) | ||||
Accretion of discount on asset retirement obligations |
110 | 105 | ||||||
$ | 5,269 | $ | 6,452 | |||||
14. Stock Based Compensation
Brigham applies Financial Accounting Standards Board Accounting Standards Codification Topic
718 Compensation Stock Compensation (FASB ASC 718) to account for stock based compensation.
The cost for all stock based awards is based on the grant date fair value estimated in accordance
with the provisions of FASB ASC 718 and is amortized on a straight-line basis over the requisite
service period including estimates of pre-vesting forfeiture rates. If actual forfeitures differ
from the estimates, additional adjustments to compensation expense may be required in future
periods. The maximum contractual life of stock based awards is ten years.
The estimated fair value of the options granted during the three months ended March 31, 2011
and 2010 was calculated using a Black-Scholes Merton option pricing model (Black-Scholes). The
following table summarizes the weighted average assumptions used in the Black-Scholes model for
options granted during the three months ended March 31, 2011 and 2010:
2011 | 2010 | |||||||
Risk-free interest rate |
2.02 | % | 2.63 | % | ||||
Expected life (in years) |
5.0 | 5.0 | ||||||
Expected volatility |
82 | % | 80 | % | ||||
Expected dividend yield |
| | ||||||
Weighted average fair value per share of stock compensation |
$ | 18.35 | $ | 9.74 |
The Black-Scholes model incorporates assumptions to value stock based awards. The risk-free
rate of interest for periods within the contractual life of the option is based on a zero-coupon
U.S. government instrument over the contractual term of the equity instrument. Expected volatility
is based on the historical volatility of Brighams stock for an equal period of the expected term.
Prior to the adoption of FASB ASC 718, Brigham presented all tax benefits of deductions
resulting from the exercise of stock options as operating cash flows in the Consolidated Statement
of Cash Flows. FASB ASC 718 requires the cash flow resulting from the tax deductions in excess of
the compensation cost recognized for those options (excess tax benefits) to be classified as
financing cash flows. Brigham did not record any excess tax benefits during the three months ended
March 31, 2011 and 2010.
13
Table of Contents
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table summarizes the components of stock based compensation included in general
and administrative expense (in thousands):
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Pre-tax stock based compensation expense |
$ | 1,379 | $ | 763 | ||||
Capitalized stock based compensation |
(632 | ) | (336 | ) | ||||
Tax benefit |
(261 | ) | (149 | ) | ||||
Stock based compensation expense, net |
$ | 486 | $ | 278 | ||||
Stock Based Plan Descriptions and Share Information
Brigham provides an incentive plan for the issuance of stock options, stock appreciation
rights, stock, restricted stock, cash or any combination of the foregoing. The objective of this
plan is to provide incentive and reward key employees whose performance may have a significant
impact on the success of Brigham. It is Brighams policy to use unissued shares of stock when
stock options are exercised. As of March 31, 2011, the number of shares authorized under the plan
was equal to the lesser of 9,966,033 or 12% of the total number of shares of common stock
outstanding. At March 31, 2011, approximately 1,469,684 shares remain available for grant under
the current incentive plan. The Compensation Committee of the Board of Directors determines the
type of awards made to each participant and the terms, conditions and limitations applicable to
each award. Except for one series of stock option grants, options granted subsequent to March 4,
1997 have an exercise price equal to the fair market value of Brighams common stock on the date of
grant. Options vest over five years and have a maximum contractual life of either seven or ten years.
Brigham also maintains a director stock option plan under which stock options are awarded to
non-employee directors. Options granted under this plan have an exercise price equal to the fair
market value of Brigham common stock on the date of grant and vest over five years. Stockholders
have authorized the issuance of 1,000,000 shares to non-employee directors and approximately
516,800 shares remain available for grant under the director stock option plan.
The following table summarizes option activity under the incentive plans for the three months
ended March 31:
2011 | 2010 | |||||||||||||||
Weighted- | Weighted- | |||||||||||||||
Average | Average | |||||||||||||||
Exercise | Exercise | |||||||||||||||
Shares | Price | Shares | Price | |||||||||||||
Options outstanding at the beginning of the
year |
4,436,400 | $ | 8.41 | 4,170,137 | $ | 5.14 | ||||||||||
Granted |
4,000 | $ | 28.00 | 14,000 | $ | 14.89 | ||||||||||
Forfeited or cancelled |
(1,000 | ) | $ | 8.84 | | $ | | |||||||||
Exercised |
(10,220 | ) | $ | 7.41 | (129,962 | ) | $ | 6.25 | ||||||||
Options outstanding at the end of the quarter |
4,429,180 | $ | 8.43 | 4,054,175 | $ | 5.14 | ||||||||||
Options exercisable at the end of the quarter |
709,200 | $ | 6.08 | 563,000 | $ | 6.16 | ||||||||||
The weighted-average grant-date fair value of share options granted during the three months
ended March 31, 2011 and 2010 was $18.35 and $9.74, respectively. The total intrinsic value of
options exercised during the three months ended March 31, 2011 and 2010 was $0.3 million and $1.1
million, respectively.
14
Table of Contents
BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table summarizes information about stock options outstanding and exercisable at
March 31, 2011:
Options Outstanding | Options Exercisable | |||||||||||||||||||||||
Number | Weighted- | Number | Weighted- | |||||||||||||||||||||
Outstanding at | Average | Weighted- | Exercisable at | Average | Weighted- | |||||||||||||||||||
March 31, | Remaining | Average | March 31, | Remaining | Average | |||||||||||||||||||
Exercise Price | 2011 | Contractual Life | Exercise Price | 2011 | Contractual Life | Exercise Price | ||||||||||||||||||
$2.20 to $3.11 |
1,089,000 | 8.0 years | $ | 2.24 | 137,000 | 7.9 years | $ | 2.26 | ||||||||||||||||
3.66 to 5.08 |
368,600 | 4.5 years | $ | 5.08 | 98,600 | 4.5 years | $ | 5.08 | ||||||||||||||||
5.96 to 6.23 |
1,595,080 | 7.8 years | $ | 5.98 | 296,800 | 6.6 years | $ | 6.02 | ||||||||||||||||
7.22 to 8.77 |
110,000 | 3.6 years | $ | 7.51 | 64,000 | 3.4 years | $ | 7.46 | ||||||||||||||||
8.93 to 13.86 |
233,000 | 6.1 years | $ | 11.66 | 109,000 | 3.1 years | $ | 10.84 | ||||||||||||||||
14.43 to 16.85 |
62,000 | 9.2 years | $ | 15.24 | 3,800 | 8.9 years | $ | 15.10 | ||||||||||||||||
18.36 to 19.12 |
917,500 | 9.1 years | $ | 19.11 | | | $ | | ||||||||||||||||
27.15 to 28.00 |
54,000 | 9.8 years | $ | 27.21 | | | $ | | ||||||||||||||||
$2.20 to $28.00 |
4,429,180 | 7.7 years | $ | 8.43 | 709,200 | 5.7 years | $ | 6.08 | ||||||||||||||||
The aggregate intrinsic value of options outstanding and exercisable at March 31, 2011 was
$127.3 million and $22.4 million, respectively. The aggregate intrinsic value represents the total
pre-tax value (the difference between Brighams closing stock price on the last trading day of the
quarter and the exercise price, multiplied by the number of in-the-money options) that would have
been received by the option holders had all option holders exercised their options on March 31,
2011. The amount of aggregate intrinsic value will change based on the fair market value of
Brighams stock.
As of March 31, 2011, there was approximately $15.4 million of total unrecognized compensation
expense related to unvested stock based compensation plans. This compensation expense is expected
to be recognized, net of forfeitures, on a straight-line basis over the remaining vesting period of
approximately 4.8 years.
Restricted Stock
During the three months ended March 31, 2011 and 2010, Brigham issued 273,331 and 105,363,
respectively, restricted shares of common stock as compensation to officers and employees of
Brigham. The restricted shares generally vest over five years or cliff-vest at the end of five
years. As of March 31, 2011, there was approximately $10.1 million of total unrecognized
compensation expense related to unvested restricted stock. This compensation expense is expected
to be recognized, net of forfeitures, over the remaining vesting period of approximately 5 years.
Brigham has assumed a 3% weighted average forfeiture rate for restricted stock. If actual
forfeitures differ from the estimates, additional adjustments to compensation expense may be
required in future periods.
The following table reflects the outstanding restricted stock awards and activity related
thereto for the three months ended March 31:
2011 | 2010 | |||||||||||||||
Weighted- | Weighted- | |||||||||||||||
Average | Average | |||||||||||||||
Shares | Price | Shares | Price | |||||||||||||
Restricted shares outstanding at the
beginning of the year |
530,883 | $ | 8.35 | 556,990 | $ | 7.04 | ||||||||||
Shares granted |
273,331 | $ | 30.85 | 105,363 | $ | 14.45 | ||||||||||
Shares forfeited |
| $ | | | $ | | ||||||||||
Lapse of restrictions |
(85,363 | ) | $ | 12.97 | (55,000 | ) | $ | 8.59 | ||||||||
Shares outstanding at the end of the quarter |
718,851 | $ | 16.36 | 607,353 | $ | 8.19 | ||||||||||
15
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BRIGHAM EXPLORATION COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
15. Comprehensive Income
For the periods indicated, comprehensive income (loss) consisted of the following (in
thousands):
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Net income (loss) |
$ | 1,554 | $ | 11,315 | ||||
Unrealized gains (losses) on investments |
104 | (264 | ) | |||||
Tax benefits (provisions) |
| | ||||||
Other comprehensive income (loss), net |
$ | 1,658 | $ | 11,051 | ||||
16. Subsequent Events
Subsequent
to March 31, 2011, Brigham added approximately 5,600 net acres in the Williston Basin
through two property transactions.
17. Related Party Transactions
During the three
months ended March 31, 2011 and 2010, Brigham incurred costs of approximately $1.9
million and $1.8 million, respectively, in fees for land acquisition services performed by Brigham Land Management, owned by a
brother of Brighams Chairman, President and Chief Executive Officer and its Executive Vice
President Land and Administration. Other participants in Brighams 3-D seismic projects
reimbursed Brigham for a portion of these amounts. At March 31, 2011 and December 31, 2010,
Brigham had a liability recorded in accounts payable of approximately $293,000 and $1,000, respectively,
related to services performed by this company.
During the three
months ended March 31, 2011 and 2010, Brigham incurred costs of approximately $0.4 million
and
$0.4 million, respectively, in fees for services performed by a service company in which Mr. Hobart Smith, one of Brighams current directors, owns stock and serves as a consultant. At March 31, 2011 and December 31, 2010, Brigham had a liability recorded in accounts payable of approximately $196,000 and $219,000, respectively, related to services performed by this company.
$0.4 million, respectively, in fees for services performed by a service company in which Mr. Hobart Smith, one of Brighams current directors, owns stock and serves as a consultant. At March 31, 2011 and December 31, 2010, Brigham had a liability recorded in accounts payable of approximately $196,000 and $219,000, respectively, related to services performed by this company.
16
Table of Contents
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following updates information as to our financial condition provided in our 2010 Annual
Report on Form 10-K, and analyzes the changes in the results of operations between the three month
periods ended March 31, 2011 and March 31, 2010. For definitions of commonly used oil and gas
terms as used in this Form 10-Q, please refer to the Glossary of Oil and Gas Terms provided in
our 2010 Annual Report on Form 10-K. Statements in the following discussion may be forward-looking
and involve risk and uncertainty. The following discussion should be read in conjunction with our
Consolidated Financial Statements and Notes hereto.
General Overview
We are an independent exploration, development and production company that utilizes advanced
exploration, drilling and completion technologies to systematically explore for, develop and
produce domestic onshore crude oil and natural gas reserves. We focus our activities in provinces
where we believe these technologies, including horizontal drilling, multi-stage isolated fracture
stimulations and 3-D seismic imaging, can be used to effectively maximize our return on invested
capital.
Historically, our exploration and development activities have been focused in our Onshore Gulf
Coast, the Anadarko Basin and West Texas and Other provinces. However, in late 2007, the majority
of our drilling capital expenditures shifted from our historically active areas to the Williston
Basin, where we are currently targeting the Bakken, Three Forks and Red River objectives. We currently have approximately 371,200 net leasehold acres in the Williston Basin. Through
the first quarter 2011, we have invested in excess of $745 million on drilling, land and support
infrastructure in this region.
Our business strategy is to create value for our stockholders by growing reserves, production
volumes and cash flow through exploration and development drilling in areas where we can use
technology to generate high rates of return on our invested capital.
Overview of First Quarter 2011 Financial Results
First quarter 2011 crude oil prices, excluding realized and unrealized derivative hedging
results, increased 16% from that in the first quarter 2010. In the first quarter 2011, the average
sales price that we received for crude oil, excluding realized and unrealized derivative hedging
results, was $84.03 per barrel, which represents an $11.34 per barrel increase from the first
quarter 2010. First quarter 2011 natural gas prices, excluding realized and unrealized derivative
hedging results, decreased 7% from that in the first quarter 2010. In the first quarter 2011, the
average sales price that we received for natural gas inclusive of natural gas liquids, but excluding
realized and unrealized derivative hedging results, was $5.61 per Mcf, which represents a $0.40 per
Mcf decrease from that in the first quarter 2010.
Our first quarter 2011 production volumes were 11,314 barrels of equivalent per day, which
represents a 109% increase from last years first quarter production volumes of 5,420 barrels of
equivalent per day. Crude oil represented 81% of our production volumes in the first quarter 2011
as compared to 66% of our production volumes in the first quarter 2010. Both the increase in our
production volumes and the increase in crude oil as a percent of total production volumes were as a
result of our increased level of activity and successful drilling program in the Williston Basin
targeting the Bakken and Three Forks. Our first quarter 2011 production volumes include
approximately 732 Boe in crude oil added to inventory during the quarter. Adjusting our first
quarter 2011 production volumes for our increased level of inventory resulted in sales volumes of
11,306 barrels of equivalent per day in the first quarter 2011 versus sales volumes of 5,364 barrels of equivalent per day in the first quarter 2010.
Our first quarter 2011 crude oil revenue, including hedge settlements but excluding unrealized
hedging gains and losses, were up $45.8 million, or 201%, compared to that in the first quarter
2010. Crude oil revenue increased $37.3 million due to higher sales volumes and $9.4 million due
to higher sales prices. These increases were partially offset by a $1.0 million decrease in crude
oil hedge settlements.
17
Table of Contents
First quarter 2011 natural gas revenue, including hedge settlements but excluding unrealized
hedging gains and losses, increased $0.7 million from the first quarter 2010. Natural gas revenue
increased $0.8 million due to higher sales volumes
and $0.4 million due to higher hedge settlements. These increases were partially offset by
the lower natural gas prices during the first quarter 2011 compared to those in the prior years
quarter, which decreased natural gas revenue by $0.5 million.
First quarter 2011 operating income was $1.6 million versus $13.1 million in the first quarter
last year. The improvement in revenues associated with higher crude oil and natural gas production
and higher crude oil prices was partially offset by $39.1 million in higher unrealized
mark-to-market hedging losses recorded in the first quarter 2011. Operating income also decreased
due to higher depletion, lease operating and production tax expenses.
As of March 31, 2011, we had $192.7 million in cash, cash equivalents and short term
investments and $1.2 billion in total assets. Short term investments totaling $172.2 million
consist of government sponsored entity and investment grade corporate bonds, notes and commercial
paper. Maturity dates are staggered to meet anticipated funding needs, and we expect to hold these
investments to maturity. All of our investments are subject to market risks if sold prior to
maturity and the credit risks of the issuers. Our portfolio at March 31, 2011 also includes
approximately $2.0 million in cash equivalents. Our cash is held in commercial bank accounts. See
Note 7 for a discussion of the fair value of these investments and instruments.
Overview of Williston Basin Operational Results
During the first quarter 2011, we had seven operated rigs running in the Williston Basin.
Four of the rigs were primarily drilling wells in our Rough Rider project area in Williams and
McKenzie Counties, North Dakota; two of the rigs were drilling wells in our Ross project area in
Mountrail County, North Dakota; and one rig was drilling in our Eastern Montana project area in
Richland and Roosevelt Counties, Montana. The following table summarizes our completions in the
Williston Basin since year-end 2010.
Frac | IP | 30 Day | ||||||||||||||||||
Well Name | County | Objective | Stages | (Boe/d) | Average (Boe/d)* | |||||||||||||||
Erickson 8-17 #3H |
Williams | Bakken | 32 | 3,091 | NA | |||||||||||||||
Brad Olson 9-16 #3H |
Williams | Bakken | 32 | 2,375 | NA | |||||||||||||||
Esther Hynek 10-11 #1H |
Mountrail | Bakken | 31 | 1,904 | NA | |||||||||||||||
Sorenson 29-32 #2H |
Mountrail | Bakken | 38 | 5,330 | 1,815 | |||||||||||||||
Cvancara 20-17 #1H |
Mountrail | Bakken | 36 | 4,402 | 1,577 | |||||||||||||||
Brown 30-19 #1H |
Mountrail | Bakken | 37 | 3,309 | NA | |||||||||||||||
Hospital 31-36 #1H |
Mountrail | Bakken | 33 | 1,449 | NA | |||||||||||||||
Afseth 34-3 #1H |
Mountrail | Bakken | 38 | 1,267 | NA | |||||||||||||||
Johnson 30-19 #1H |
Richland | Bakken | 36 | 2,962 | 803 | |||||||||||||||
Knoshaug 14-11 #1H |
Williams | Bakken | 36 | 4,443 | 1,390 | |||||||||||||||
Gibbins 1-12 #1H |
McKenzie | Bakken | 33 | 2,582 | 1,101 | |||||||||||||||
Swindle 16-9 #1H |
Roosevelt | Bakken | 19 | 1,065 | 400 | |||||||||||||||
Lloyd 34-3 #1H |
McKenzie | Bakken | 31 | 4,030 | 1,456 | |||||||||||||||
Bratcher 10-3 #1H |
McKenzie | Bakken | 30 | 3,667 | 1,129 | |||||||||||||||
M. Macklin 15-22 #1H |
Williams | Bakken | 38 | 2,534 | 1,062 | |||||||||||||||
M. Olson 20-29 #1H |
Williams | Bakken | 38 | 2,080 | 1,007 | |||||||||||||||
Averages | 2,906 | 1,174 |
* | Excludes any days well was down for remediation. |
18
Table of Contents
Subsequent Events
Subsequent to the first quarter 2011, we added approximately 5,600 net acres to our total
Williston Basin acreage position through two transactions.
First Quarter 2011 Results
Comparison of the three-month periods ended March 31, 2011 and 2010.
Three Months Ended March 31, | ||||||||||||
Production Volumes | 2011 | % Change | 2010 | |||||||||
Crude oil (MBbls)(1) |
829 | 159 | % | 320 | ||||||||
Natural gas (MMcf) |
1,136 | 13 | % | 1,009 | ||||||||
Total (MBoe)(2) |
1,018 | 109 | % | 488 | ||||||||
Average daily production (Boe/d) (3) |
11,314 | 109 | % | 5,420 |
(1) | Includes approximately 732 and 5,012 barrels of crude oil produced in the Williston
Basin and added to inventory during the first quarters 2011 and 2010, respectively. |
|
(2) | Boe is defined as one barrel equivalent of crude oil, determined using the ratio of six
Mcf of natural gas to one Bbl of crude oil, condensate or natural gas liquids. |
|
(3) | Average daily production is calculated using 30 days per calendar month. |
Three Months Ended March 31, | ||||||||||||
Sales Volumes (Production volumes less the Incremental Change in Inventory) | 2011 | % Change | 2010 | |||||||||
Crude oil (MBbls)(1) |
828 | 163 | % | 315 | ||||||||
Natural gas (MMcf) |
1,136 | 13 | % | 1,009 | ||||||||
Total (MBoe)(2) |
1,018 | 111 | % | 483 | ||||||||
Average daily production (Boe/d) (3) |
11,306 | 111 | % | 5,364 |
(1) | Excludes approximately 732 and 5,012 barrels of crude oil produced in the Williston
Basin and added to inventory during the first quarters 2011 and 2010, respectively.` |
|
(2) | Boe is defined as one barrel equivalent of crude oil, determined using the ratio of six
Mcf of natural gas to one Bbl of crude oil, condensate or natural gas liquids. |
|
(3) | Average daily production is calculated using 30 days per calendar month. |
Crude oil represented 81% of our first quarter 2011 production volumes, compared to 66% in the
first quarter of last year.
19
Table of Contents
Revenues, Commodity Prices and Hedging
The following table sets forth our revenues, our derivative settlement gains (losses), our
unrealized derivative gains (losses), the average prices we received before hedging, the average
prices we received including derivative settlement gains (losses) and the average prices including
derivative settlements and unrealized gains (losses).
Three Months Ended March 31, | ||||||||||||
2011 | % Change | 2010 | ||||||||||
(In thousands) | ||||||||||||
Crude Oil revenue: |
||||||||||||
Crude oil revenue |
$ | 69,596 | 204 | % | $ | 22,870 | ||||||
Crude oil derivative settlement gains (losses) |
(1,046 | ) | 990 | % | (96 | ) | ||||||
Crude oil revenue including derivative settlements |
$ | 68,550 | 201 | % | $ | 22,774 | ||||||
Crude oil derivative unrealized gains (losses) |
(35,023 | ) | NM | 475 | ||||||||
Crude oil revenue including derivative settlements and unrealized
gains (losses) |
$ | 33,527 | 44 | % | $ | 23,249 | ||||||
Natural gas revenue: |
||||||||||||
Natural gas revenue |
$ | 6,367 | 5 | % | $ | 6,060 | ||||||
Natural gas derivative settlement gains (losses) |
1,096 | 62 | % | 678 | ||||||||
Natural gas revenue including derivative settlements |
$ | 7,463 | 11 | % | $ | 6,738 | ||||||
Natural gas derivative unrealized gains (losses) |
(985 | ) | NM | 2,577 | ||||||||
Natural gas revenue including derivative settlements and unrealized
gains (losses) |
$ | 6,478 | (30 | %) | $ | 9,315 | ||||||
Crude oil and natural gas revenue: |
||||||||||||
Crude oil and natural gas revenue |
$ | 75,963 | 163 | % | $ | 28,930 | ||||||
Crude oil and natural gas derivative settlement gains (losses) |
50 | (91 | %) | 582 | ||||||||
Crude oil and natural gas revenue including derivative settlements |
76,013 | 158 | % | 29,512 | ||||||||
Crude oil and natural gas derivative unrealized gains (losses) |
(36,008 | ) | NM | 3,052 | ||||||||
Crude oil and natural gas revenue including derivative settlements and
unrealized gains (losses) |
40,005 | 23 | % | 32,564 | ||||||||
Support infrastructure revenue |
594 | NM | | |||||||||
Other revenue |
2 | (78 | %) | 9 | ||||||||
Total revenue |
$ | 40,601 | 25 | % | $ | 32,573 | ||||||
Average crude oil prices (based on sales volumes): |
||||||||||||
Crude oil price (per Bbl) |
$ | 84.03 | 16 | % | $ | 72.69 | ||||||
Crude oil price including derivative settlement gains (losses) (per Bbl) |
82.76 | 14 | % | 72.39 | ||||||||
Crude oil price including derivative settlements and unrealized gains
(losses) (per Bbl) |
40.48 | (45 | %) | 73.90 | ||||||||
Average natural gas prices: |
||||||||||||
Natural gas price (per Mcf) |
$ | 5.61 | (7 | %) | $ | 6.01 | ||||||
Natural gas price including derivative settlement gains (losses) (per Mcf) |
6.57 | (2 | %) | 6.68 | ||||||||
Natural gas price including derivative settlements and unrealized gains
(losses) (per Mcf) |
$ | 5.70 | (38 | %) | $ | 9.23 | ||||||
Average equivalent prices (based on sales volumes): |
||||||||||||
Crude oil equivalent price (per Bbl) |
$ | 74.65 | 25 | % | $ | 59.93 | ||||||
Crude oil equivalent price including derivative settlement gains (losses)
(per Bbl) |
74.70 | 22 | % | 61.13 | ||||||||
Crude oil equivalent price including derivative settlements and
unrealized gains (losses) (per Bbl) |
$ | 39.31 | (42 | %) | $ | 67.45 |
20
Table of Contents
For the three | ||||
month periods | ||||
ended March 31, | ||||
2011 and 2010 | ||||
(In thousands) | ||||
Change in revenue from the sale of crude oil: |
||||
Price variance impact |
$ | 9,391 | ||
Volume variance impact |
37,335 | |||
Cash settlement of derivative hedging contracts |
(950 | ) | ||
Unrealized gains (losses) due to derivative hedging contracts |
(35,498 | ) | ||
Total change |
$ | 10,278 | ||
Change in revenue from the sale of natural gas: |
||||
Price variance impact |
$ | (459 | ) | |
Volume variance impact |
766 | |||
Cash settlement of derivative hedging contracts |
418 | |||
Unrealized gains (losses) due to derivative hedging contracts |
(3,562 | ) | ||
Total change |
$ | (2,837 | ) | |
Change in revenue from the sale of crude oil and natural gas: |
||||
Price variance impact |
$ | 8,932 | ||
Volume variance impact |
38,101 | |||
Cash settlement of derivative hedging contracts |
(532 | ) | ||
Unrealized gains (losses) due to derivative hedging contracts |
(39,060 | ) | ||
Total change |
$ | 7,441 | ||
First quarter 2011 crude oil and natural gas revenues including derivative cash
settlements and unrealized gains (losses) increased $7.4 million when compared to the first quarter
2010. The change in revenues was attributable to the following:
| an increase in crude oil and natural gas sales volumes of 163% and 13%, respectively,
increased revenue $38.1 million; |
| a 16% increase in pre-hedge crude oil prices, which was partially offset by a 7%
decrease in pre-hedge natural gas prices, resulted in a $8.9 million increase in crude oil
and natural gas revenue; |
| a $0.1 million gain from the settlement of derivative contracts in the first quarter
2011 versus a $0.6 million gain from the settlement of derivative contracts in the first
quarter 2010 decreased revenues by $0.5 million; and |
| a $36.0 million unrealized derivative loss in first quarter 2011 versus a $3.1 million
unrealized derivative gain in first quarter 2010 decreased revenues by $39.1 million. |
Hedging. We utilize collars, three way costless collars and puts to (i) reduce the
effect of price volatility on the commodities that we produce and sell, (ii) reduce commodity price
risk and (iii) provide a base level of cash flow in order to assure we can execute at least a
portion of our capital spending plans.
The following table details derivative contracts that settled during first quarter 2011 and
2010 and includes the type of derivative contract, the volume, the weighted average NYMEX reference
price for those volumes, and the associated gain (loss) upon settlement.
21
Table of Contents
Three months ended March 31, | ||||||||||||
2011 | % Change | 2010 | ||||||||||
Crude oil collars |
||||||||||||
Volumes (Bbls) |
518,000 | 257 | % | 145,000 | ||||||||
Average floor price (per Bbl) |
$ | 66.16 | 14 | % | $ | 57.83 | ||||||
Average ceiling price (per Bbl) |
$ | 98.33 | 13 | % | $ | 87.19 | ||||||
Gain (loss) upon settlement (in thousands) |
$ | (1,046 | ) | 992 | % | $ | (96 | ) | ||||
Total Crude Oil Gain (loss) upon settlement (in thousands) |
$ | (1,046 | ) | 992 | % | $ | (96 | ) | ||||
Natural gas collars |
||||||||||||
Volumes (MMbtu) |
540,000 | 29 | % | 420,000 | ||||||||
Average floor price (per MMbtu) |
$ | 6.17 | 13 | % | $ | 5.45 | ||||||
Average ceiling price (per MMbtu) |
$ | 7.79 | 11 | % | $ | 7.03 | ||||||
Gain (loss) upon settlement (in thousands) |
$ | 1,096 | 944 | % | $ | 105 | ||||||
Natural gas three ways |
||||||||||||
Volumes (MMbtu) |
| (100 | %) | 390,000 | ||||||||
Average floor price (per MMbtu) |
$ | | (100 | %) | $ | 6.96 | ||||||
Average ceiling price (per MMbtu) |
$ | | (100 | %) | $ | 8.62 | ||||||
Average price written puts ($ per MMbtu) |
$ | | (100 | %) | $ | 4.58 | ||||||
Gain (loss) upon settlement (in thousands) |
$ | | (100 | %) | $ | 573 | ||||||
Total Natural Gas Gain (loss) upon settlement (in thousands) |
$ | 1,096 | 62 | % | $ | 678 |
Support infrastructure. Revenue from support infrastructure comes from fees related to
our support infrastructure assets in North Dakota, including fees from oil, natural gas, produced
water and fresh water gathering lines. Our produced water disposal wells in our Ross and Rough
Rider project areas became operational early in the fourth quarter 2010 and late in the fourth
quarter 2010, respectively. Our crude oil, produced water and fresh water gathering lines are expected to be operational in the fourth quarter 2011.
Other revenue. Other revenue relates to fees that we charge third parties who use our gas
gathering systems to move their production from the wellhead to third party gas pipeline systems.
Operating costs and expenses
Production costs. We believe that per unit of production measures are the best way to
evaluate our production costs. We use this information to internally evaluate our performance, as
well as to evaluate our performance relative to our peers.
Unitof-Production | Amount | |||||||||||||||||||||||
(Per Boe) | (In thousands) | |||||||||||||||||||||||
Three months ended March 31, | Three months ended March 31, | |||||||||||||||||||||||
2011 | % Change | 2010 | 2011 | % Change | 2010 | |||||||||||||||||||
Production costs: |
||||||||||||||||||||||||
Operating & maintenance |
$ | 5.45 | 0 | % | $ | 5.43 | $ | 5,543 | 111 | % | $ | 2,624 | ||||||||||||
Expensed workovers |
1.57 | (49 | %) | 3.05 | 1,602 | 9 | % | 1,475 | ||||||||||||||||
Ad valorem taxes |
0.56 | 8 | % | 0.52 | 575 | 130 | % | 250 | ||||||||||||||||
Lease operating expenses |
$ | 7.58 | (16 | %) | $ | 9.00 | $ | 7,720 | 78 | % | $ | 4,349 | ||||||||||||
Production taxes |
7.56 | 46 | % | 5.19 | 7,698 | 207 | % | 2,508 | ||||||||||||||||
Production costs |
$ | 15.14 | 7 | % | $ | 14.19 | $ | 15,418 | 125 | % | $ | 6,857 |
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Table of Contents
First quarter 2011 per unit of production costs increased $0.95 per Boe, or 7%, compared
to that in the first quarter last year mainly due to the following:
| production taxes increased $2.37 per Boe, or 46%, due to higher commodity sales prices
and higher crude oil sales volumes in North Dakota, which are subject to an 11.5% tax rate;
and |
| higher production taxes were partially offset by a $1.48 per Boe, or 49%, decrease in
expensed workovers due to fewer workovers associated with our conventional onshore Gulf
Coast and Anadarko Basin natural gas wells. |
General and administrative expenses. We capitalize a portion of our general and
administrative costs. Capitalized costs include the cost of technical employees who work directly
on capital projects and a portion of our associated technical organization costs such as
supervision, telephone and postage.
Three months ended March 31, | ||||||||||||
2011 | % Change | 2010 | ||||||||||
(In thousands, except per unit measurements) | ||||||||||||
General and administrative costs |
$ | 6,638 | 12 | % | $ | 5,916 | ||||||
Capitalized general and administrative costs |
(3,256 | ) | 15 | % | (2,830 | ) | ||||||
General and administrative expenses |
$ | 3,382 | 10 | % | $ | 3,086 | ||||||
General and administrative expense ($ per Boe) |
$ | 3.32 | (48 | %) | $ | 6.39 |
Our general and administrative costs prior to capitalization increased primarily because
of a $0.8 million increase in employee compensation costs due to higher levels of employee salaries
in 2011 to ensure competitive compensation levels with other oil and gas companies, and a higher
number of employees due to our increased activity in the Williston Basin.
Depletion of crude oil and natural gas properties. Our depletion expense is driven by many
factors including certain costs spent in the exploration for and development of producing reserves,
production levels, and estimates of proved reserve quantities and future developmental costs at the
end of the year.
Three months ended March 31, | ||||||||||||
2011 | % Change | 2010 | ||||||||||
(In thousands, except per unit measurements) | ||||||||||||
Depletion of crude oil and natural gas properties |
$ | 18,940 | 106 | % | $ | 9,211 | ||||||
Depletion of crude oil and natural gas
properties ($ per Boe) |
$ | 18.61 | (2 | %) | $ | 19.07 |
Our depletion expense for the first quarter 2011 was $9.7 million higher than the first
quarter 2010. Higher production volumes increased depletion expense by $10.2 million, while a
lower depletion rate due largely to increased levels of year-end 2010 proved reserves decreased
depletion expense by $0.5 million.
Impairment of crude oil and natural gas properties. We use the full cost method of accounting
for crude oil and gas properties. Under this method, all acquisition, exploration and development
costs, including certain payroll, asset retirement costs, other internal costs, and interest
incurred for the purpose of finding crude oil and natural gas reserves, are capitalized. Internal
costs and interest capitalized are directly attributable to acquisition, exploration and
development activities and do not include costs related to production, general corporate overhead
or similar activities.
Capitalized costs of crude oil and natural gas properties, net of accumulated amortization,
are limited to the present value (10% per annum discount rate) of estimated future net cash flow
from proved crude oil and natural gas reserves, based on the average of crude oil and natural gas
prices in effect at the beginning of each month in the twelve month period prior to the end of the
reporting period; plus the cost of properties not being amortized, if any; plus the lower of cost
or estimated fair value of unproved properties included in the costs being amortized, if any; less
related income tax effects. If net capitalized costs of crude oil and gas properties exceed this
ceiling amount, we are subject to a ceiling test writedown to the extent of such excess. A ceiling
test writedown is a non-cash charge to earnings and reduces stockholders equity in the period of
occurrence. The risk that we will experience a ceiling test writedown increases when crude oil and
gas prices are depressed or if we have a substantial downward revisions in our estimated proved
reserves.
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Net interest expense. Interest on our Senior Notes and our Senior Credit Facility represents
the largest portion of our interest expense. Other costs include commitment fees that we pay on
the unused portion of the borrowing base for our
Senior Credit Facility. In addition, we typically pay loan and debt issuance costs when we
enter into new lending agreements or amend existing agreements. When incurred, these costs are
recorded as non-current assets and are then amortized over the life of the loan. We capitalize
interest costs on borrowings associated with our major capital projects prior to their completion.
Capitalized interest is added to the cost of the underlying assets and is amortized over the lives
of the assets.
Three months ended March 31, | ||||||||||||
2011 | % Change | 2010 | ||||||||||
(In thousands) | ||||||||||||
Interest on Senior Notes |
$ | 6,562 | 70 | % | $ | 3,850 | ||||||
Interest on Senior Credit Facility |
3 | NM | | |||||||||
Commitment fees |
254 | 56 | % | 163 | ||||||||
Dividend on mandatorily redeemable preferred stock |
| (100 | %) | 149 | ||||||||
Amortization of deferred loan and debt issuance cost |
517 | 7 | % | 482 | ||||||||
Other general interest expense |
36 | NM | | |||||||||
Capitalized interest expense |
(3,994 | ) | 130 | % | (1,740 | ) | ||||||
Net interest expense |
$ | 3,378 | 16 | % | $ | 2,904 | ||||||
Weighted average debt outstanding |
$ | 300,000 | 76 | % | $ | 170,101 | ||||||
Average interest rate on outstanding indebtedness (a) |
9.3 | % | 9.9 | % |
a) | Calculated as the sum of the interest expense on our outstanding indebtedness, commitment
fees that we pay on our unused borrowing capacity and the dividend on our mandatorily
redeemable preferred stock divided by our weighted average debt and preferred stock
outstanding for the period. |
First quarter 2011 interest expense was $0.5 million higher than that in 2010 primarily due to
a $2.7 million increase in interest expense associate with the September 2010 issuance of our $300
million Senior Notes due 2018. This increase was partially offset by a $2.3 million increase in
capitalized interest expense associated with our higher level of activity in the Williston Basin.
Other income (expense).
Other income (expense) included:
Three months ended March 31, | ||||||||||||
2011 | % Change | 2010 | ||||||||||
(In thousands) | ||||||||||||
Other income (expense): |
||||||||||||
Non-cash gain (loss) |
$ | | NM | $ | | |||||||
Income (expense) |
3,154 | 360 | % | 685 | ||||||||
Total other income (expense) |
$ | 3,154 | 360 | % | $ | 685 | ||||||
Other income increased in 2011 as a result of higher levels of field general equipment
income in the Williston Basin, which was driven by accelerated development in the basin.
Income taxes. We recorded $0.2 million in deferred federal and state income tax expense in
the first quarter of this year, compared to no current or deferred federal or state income tax
expense in the first quarter last year. For the first three months of 2011, our effective tax rate
on book net income was 10.3%, which was lower than the statutory rate of 35% primarily due to
decreases in our valuation allowances on federal and state net operating losses and our inability
to deduct certain portions of our non-cash stock compensation expense for federal tax purposes.
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Capital Expenditures
The timing of most of our capital expenditures is discretionary because we operate the
majority of our wells. During 2010, we executed an agreement with a drilling contractor to enter
into commitments for two walking drilling rigs for a three year period beginning upon their
delivery date, which is anticipated to be in the first quarter 2012. Other than the aforementioned
obligations, we have no material long-term capital expenditure commitments. Consequently, we have
a significant degree of flexibility to adjust the level of our capital expenditures as
circumstances warrant. Our capital expenditure program includes the following:
| cost of acquiring and maintaining our lease acreage position; |
| cost of drilling and completing new crude oil and natural gas wells; |
| cost of installing and maintaining new support infrastructure; |
| cost of maintaining, repairing and enhancing existing crude oil and natural gas wells; |
| cost related to plugging and abandoning unproductive or uneconomic wells; and |
| indirect costs related to our exploration activities, including payroll and other
expenses attributable to our exploration professional staff. |
The capital that funds our drilling activities is allocated to individual prospects based on
the value potential of a prospect, as measured by a risked net present value analysis. We start
each year with a budget and re-evaluate this budget monthly. The primary factors that impact this
value creation measure include forecasted commodity prices, drilling and completion costs, and a
prospects risked reserve size and risked initial producing rate. Other factors that are also
monitored throughout the year that influence the amount and timing of our planned expenditures
include the level of production from our existing crude oil and natural gas properties, the
availability of drilling and completion services, and the success and resulting production of our
newly drilled wells. The outcome of our monthly analysis results in a reprioritization of our
exploration and development drilling schedule to ensure that we are optimizing our capital
expenditure plan.
The final determination with respect to our 2011 budgeted expenditures will depend on a number
of factors, including:
| commodity prices; |
| production from our existing producing wells; |
| the results of our current exploration and development drilling efforts; |
| economic conditions at the time of drilling; |
| industry conditions at the time of drilling, including the availability of drilling and
completion equipment; |
| our liquidity and the availability of external sources of financing; and |
| the availability of more economically attractive prospects. |
There can be no assurance that the budgeted wells will, if drilled, encounter commercial
quantities of crude oil or natural gas.
Factors that could cause us to further increase our level of activity and capital budget in
2011 include an improvement in commodity prices or well performance that exceeds our risked
forecasts, the divestiture of non-strategic conventional assets, a reduction in service and
material costs, or the formation of joint ventures with other exploration and production companies
outside of our core de-risked acreage positions in the Williston Basin, all of which would
positively impact our operating cash flow.
Factors that would cause us to reduce our capital budget in 2011 include, but are not limited
to, reductions in commodity prices or underperformance of wells relative to our risked forecasts or
increases in service and materials costs, all of which would negatively impact our operating cash
flow.
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The table below summarizes our 2011 oil and gas capital expenditure budget, the amount spent
through March 31, 2011 and the amount of our 2011 oil and gas capital expenditure budget that
remains to be spent.
Amount | ||||||||||||
2011 | Spent Through | Amount | ||||||||||
Budget | March 31, 2011 | Remaining (a) | ||||||||||
(In millions) | ||||||||||||
Drilling |
$ | 582.1 | $ | 110.8 | $ | 471.3 | ||||||
Support infrastructure |
83.2 | 5.3 | 77.9 | |||||||||
Land |
27.4 | 6.7 | 20.7 | |||||||||
Oil and gas capital expenditures |
$ | 692.7 | $ | 122.8 | $ | 569.9 | ||||||
(a) | Calculated based on the 2011 oil and gas capital expenditure budget less amounts spent
through March 31, 2011. |
Liquidity and Capital Resources
Sources of Capital
For the remainder of 2011, we intend to fund our capital expenditure program and contractual
commitments with cash, cash equivalents, short term investments on hand as of March 31, 2011, cash
flows from operations, reimbursements of prior land and seismic costs by third parties who
participate in our projects, the potential sale of interests in projects and properties,
availability under our Senior Credit Facility or alternative financing sources.
Senior Notes
As of March 31, 2011, we had outstanding $300 million of 8 3/4% Senior Notes due 2018, which
were issued in September 2010. In connection with the issuance of the 8 3/4% Senior Notes, we
tendered for and purchased or redeemed $160 million of our 9 5/8% Senior Notes due 2014 in
September and October 2010.
Our 8 3/4% Senior Notes are fully and unconditionally guaranteed by us, and our wholly-owned
subsidiaries, Brigham, Inc. and Brigham Oil & Gas, L.P. Beginning April 2011, we will pay 8 3/4%
interest on the $300 million outstanding. Future interest payments are due semi-annually in arrears
in October and April of each year.
The 8 3/4% Senior Notes are our unsecured senior obligations, and:
| rank equally in right of payment with all our existing and future senior indebtedness; |
| rank senior to all of our future subordinated indebtedness; and |
| are effectively junior in right of payment to all of our and our guarantors existing and
future secured indebtedness, including debt of our Senior Credit Facility. |
The Indenture governing the 8 3/4% Senior Notes contains customary events of default. Upon the
occurrence of certain events of default, the trustee or the holders of the 8 3/4% Senior Notes may
declare all outstanding 8 3/4% Senior Notes to be due and payable immediately.
Additionally, the Indenture governing the 8 3/4% Senior Notes contains customary restrictions
and covenants which could potentially limit our flexibility to manage and fund our business. We
were in compliance with all covenants associated with the 8 3/4% Senior Notes as of March 31, 2011.
Senior Credit Facility
In February 2011, we entered into our Fifth Amended and Restated Credit Facility, which
provides for revolving credit borrowings up to $600 million, a current borrowing base of $325
million and a five year maturity. As of March 31, 2011, we had no amounts outstanding under our Senior Credit Facility.
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The borrowing base under the new Senior Credit Facility will be redetermined at least
semi-annually and the amount of borrowing capacity available to us under the new Senior Credit
Facility could fluctuate. In the event that the borrowing base
is adjusted below the amount that we have borrowed, our access to further borrowings will be
reduced, and we may not have the resources necessary to pay off the borrowing base deficiency and
carry out our planned spending for exploration and development activities.
Borrowings under our new Senior Credit Facility bear interest at a base rate or a Eurodollar
rate, at our election, plus in each case an applicable margin. These margins are reset quarterly
and are subject to increase if the total amount borrowed under our new Senior Credit Facility
reaches certain percentages of the available borrowing base, as shown below:
Percent of | Eurodollar | |||||||||||||||
Borrowing Base | Rate | Base Rate | Commitment | |||||||||||||
Utilized | Advances | Advances(1) | Fee | |||||||||||||
< 50% | 2.00 | % | 1.00 | % | 0.50 | % | ||||||||||
> 50% | 2.25 | % | 1.25 | % | 0.50 | % | ||||||||||
> 75% | 2.50 | % | 1.50 | % | 0.50 | % | ||||||||||
> 90% | 2.75 | % | 1.75 | % | 0.50 | % |
(1) | Base Rate means for any day a fluctuating rate per annum equal to the highest of the
following: (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Eurodollar Rate with respect to
Interest Periods of one month determined as of approximately 11:00 a.m. (London time) on such
day plus 1.00% and (c) the rate of interest in effect for such day as publicly announced from
time to time by Bank of America as its prime rate. The prime rate is a rate set by Bank of
America based upon various factors including Bank of Americas costs and desired return,
general economic conditions and other factors, and is used as a reference point for pricing
some loans, which may be priced at, above, or below such announced rate. Any change in such
rate announced by Bank of America shall take effect at the opening of business on the day
specified in the public announcement of such change. |
Our new Senior Credit Facility also contains customary restrictions and covenants. Should we
be unable to comply with these or other covenants, our senior lenders may be unwilling to waive
compliance or amend the covenants and our liquidity may be adversely affected. Pursuant to our
Senior Credit Facility, our current ratio must be at least 1.0 to 1 and net leverage ratio must not
be greater than 4.00 to 1.
Mandatorily Redeemable Preferred Stock
In June 2010, we exercised our option to redeem all of our Series A mandatorily redeemable
preferred stock at 101% of the stated value per share, which was held by DLJ Merchant Banking
Partners III, L.P. and affiliated funds, which are managed by affiliates of Credit Suisse
Securities (USA), LLC.
Off Balance Sheet Arrangements
We currently have operating leases, which are considered off balance sheet arrangements. We do
not currently have any other off balance sheet arrangements or other such unrecorded obligations,
and we have not guaranteed the debt of any other party. We do not believe that these arrangements
are reasonably likely to materially affect our liquidity or availability of, or requirements for,
capital resources.
Analysis of Changes in Cash and Cash Equivalents
The table below summarizes our sources and uses of cash during the periods indicated.
Three months ended March 31, | ||||||||||||
2011 | % Change | 2010 | ||||||||||
(In thousands) | ||||||||||||
Net income (loss) |
$ | 1,554 | (86 | %) | $ | 11,315 | ||||||
Non-cash items |
57,479 | 674 | % | 7,429 | ||||||||
Changes in working capital and other items. |
7,178 | (1 | %) | 7,229 | ||||||||
Cash flows provided by operating activities |
$ | 66,211 | 155 | % | $ | 25,973 | ||||||
Cash flows used by investing activities |
(65,525 | ) | 53 | % | (42,910 | ) | ||||||
Cash flows provided by financing activities |
(3,843 | ) | NM | 632 | ||||||||
Net increase in cash and cash equivalents |
$ | (3,157 | ) | (81 | %) | $ | (16,305 | ) | ||||
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Analysis of net cash provided by operating activities
Net cash provided by operating activities is a function of the amount of crude oil and natural
gas that we produce, the prices that we receive from the sale of crude oil and natural gas, which
are inherently volatile and unpredictable, gains or losses related to the settlement of our
derivative contracts, operating costs and our cost of capital. Our asset base, as with other
extractive industries, is a depleting one in which each barrel of crude oil or Mcf of natural gas
produced must be replaced or our ability to generate cash flow, and thus sustain our exploration
and development activities, will diminish.
Net cash provided by operating activities for the first quarter 2011 was $40.2 million higher
than the first quarter 2010. The following are the primary reasons for the decrease:
| higher crude oil and natural gas volumes increased operating cash flow by $38.1 million; |
| higher oil equivalent sales prices increased operating cash flow by $8.9 million; |
| higher production taxes decreased operating cash flow by $5.2 million; and |
| higher lease operating costs decreased operating cash flow by $3.4 million. |
Analysis of changes in cash flows used in investing activities
Three months ended March 31, | ||||||||||||
2011 | % Change | 2010 | ||||||||||
(In thousands) | ||||||||||||
Capital expenditures for oil and natural gas activities: |
||||||||||||
Drilling |
$ | 110,778 | 154 | % | $ | 43,606 | ||||||
Support infrastructure |
5,264 | NM | | |||||||||
Land |
6,770 | (20 | %) | 8,477 | ||||||||
Capitalized cost |
6,641 | 45 | % | 4,569 | ||||||||
Capitalized asset retirement obligation |
178 | 242 | % | 52 | ||||||||
Total |
$ | 129,631 | 129 | % | $ | 56,704 | ||||||
Reconciling Items: |
||||||||||||
Change in accrued drilling costs |
$ | (11,604 | ) | (32 | %) | $ | (16,957 | ) | ||||
Change in short term investments |
(51,936 | ) | NM | 2,912 | ||||||||
Change in other property and equipment |
854 | NM | | |||||||||
Change in inventory |
(276 | ) | NM | | ||||||||
Other |
(1,144 | ) | NM | 251 | ||||||||
Total Reconciling Items |
(64,106 | ) | 365 | % | (13,794 | ) | ||||||
Net cash used in investing activities |
$ | 65,525 | 53 | % | $ | 42,910 |
Net cash used by investing activities in the first quarter 2011 increased by $22.6
million, or 53%, over the same period in 2010. The following were the main reasons for the change:
| drilling expenditures increased by $67.2 million due to higher levels of drilling
activity in the Williston Basin; |
| the change in accrued drilling costs increased cash used in investing activities by $5.4 million. |
| support infrastructure expenditures increased by $5.3 million due to the building of
additional infrastructure in the Williston Basin; |
| capitalized costs increased by $2.1 million due to higher levels of drilling activity; |
| the change in short term investments decreased cash used in investing activities by $54.8 million; and |
Analysis of changes in cash flows from financing activities
Net cash used by financing activities in the first quarter 2011 increased $4.5 million from
that in the first quarter 2010. The increase was largely due to the payment of $3.4 million in
deferred loan fees in connection with our Senior Credit Facility and a $0.7 million decrease in
cash flow from the exercise of employee stock options. In the first quarter 2010, we had $0.6
million net cash provided by financing activities which was mainly due to the exercise of employee
stock options.
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Common Stock Transactions
The following is a list of common stock transactions that occurred in the three months ended
March 31, 2011 and 2010.
Shares Issued | Net Proceeds | |||||||
(In thousands, except share data) | ||||||||
2011 common stock transactions: |
||||||||
Exercise of employee stock options |
10,220 | $ | 77 | |||||
2010 common stock transactions: |
||||||||
Exercise of employee stock options |
129,962 | $ | 844 |
Other Matters
Derivative Instruments
Our results of operations and operating cash flow are impacted by changes in market prices for
crude oil and natural gas. We believe the use of derivative instruments, although not free of
risk, allows us to reduce our exposure to crude oil and natural gas sales price fluctuations and
thereby achieve a more predictable cash flow. While the use of derivative instruments limits the
downside risk of adverse price movements, their use may also limit future revenues from favorable
price movements. Moreover, our derivative contracts generally do not apply to all of our
production and thus provide only partial price protection against declines in commodity prices. We
expect that the amount of our derivative contracts will vary from time to time.
Effects of Inflation and Changes in Prices
Our results of operations and cash flows are affected by changing crude oil and natural gas
prices. If the price of crude 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.
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 crude oil and natural gas, as
well as environmental and safety matters. Many of these laws and regulations have become more
stringent in recent years, often imposing greater liability on a larger number of potentially
responsible parties. Although we believe that we are in substantial compliance with all applicable
laws and regulations, the requirements imposed by laws and regulations are frequently changed and
subject to interpretation, and we cannot predict the ultimate cost of compliance with these
requirements or their effect on our operations. Any suspensions, terminations or inability to meet
applicable bonding requirements could materially adversely affect our financial condition and
operations. Although significant expenditures may be required to comply with governmental laws and
regulations applicable to us, compliance has not had a material adverse effect on our earnings or
competitive position. Future regulations may add to the cost of, or significantly limit, drilling
activity.
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Table of Contents
Forward-looking Information
We or our representatives may make forward-looking statements, oral or written, including
statements in this report, press releases and filings with the SEC, regarding estimated future net
revenues from crude oil and natural gas reserves and the present value thereof, planned capital
expenditures (including the amount and nature thereof), increases in crude oil and natural gas
production, the number of wells we anticipate drilling during 2011 and our financial position,
business strategy and other plans and objectives for future operations. Although we believe that
the expectations reflected in these forward-looking statements are reasonable, there can be no
assurance that the actual results or developments anticipated by us will be realized or, even if
substantially realized, that they will have the expected effects on our business or operations.
Among the factors that could cause actual results to differ materially from our expectations are
general economic conditions, inherent uncertainties in interpreting engineering data, operating
hazards, delays or cancellations of drilling operations for a variety of reasons, competition,
fluctuations in crude oil and natural gas prices, availability of sufficient capital resources to
us or our project participants, government regulations and other factors set forth among the risk
factors noted in our Form 10-K report for the year ended December 31, 2010, including, but not
limited to, the Risk Factors identified in Item 1A. of such report. All subsequent oral and
written forward-looking statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these factors. We assume no obligation to update any of these
statements.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Management Opinion Concerning Derivative Instruments
We use derivative instruments to manage exposure to commodity prices and interest rate risks.
Our objectives for holding derivatives are to achieve a consistent level of cash flow to support a
portion of our planned capital spending. Our use of derivative instruments for hedging activities
could materially affect our results of operations in particular quarterly or annual periods since
such instruments can limit our ability to benefit from favorable price movements. We do not enter
into derivative instruments for trading purposes. See Notes 6 and 7 for more details.
Derivative Instruments and Hedging Activities
Our primary commodity market risk exposure is to changes in the prices that we receive for our
crude oil and natural gas production. The market prices for crude oil and natural gas have been
highly volatile and are likely to continue to be highly volatile in the future. As such, we employ
established policies and procedures to manage our exposure to fluctuations in the sales prices we
receive for our crude oil and natural gas production via derivative instruments.
While the use of derivative instruments limits the downside risk of adverse price movements,
their use may also limit future revenues from favorable price movements. Moreover, our derivative
contracts generally do not apply to all of our production and thus provide only partial price
protection against declines in commodity prices. We expect that the amount of our derivative
contracts will vary from time to time.
During 2010 and through March 31 2011, we were party to crude oil costless collars, crude oil
puts, natural gas costless collars and natural gas three-way costless collars.
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We use costless collars to establish floor (purchased put option) and ceiling prices (written
call option) on our anticipated future crude oil and natural gas production. We do not pay or
receive net premiums when we enter into these option arrangements. These contracts are settled
monthly. When the settlement price for a period is above the ceiling price (written call option),
we pay our counterparty. When the settlement price for a period is below the floor price
(purchased put option), our counterparty is required to pay us.
A three-way costless collar consists of a costless collar (purchased put option and written
call option) plus a put (written put) sold by us with a price below the floor price (purchased put
option) of the costless collar. We receive no net premiums when we enter into these option
arrangements. These contracts are settled monthly. The written put requires us to make a payment
to our counterparty if the settlement price for a period is below the written put price. Combining
the costless collar (purchased put option and written call option) with the written put results in
us being entitled to a net payment equal to the difference between the floor price (purchased put
option) of the costless collar and the written put price if the settlement price is equal to or
less than the written put price. If the settlement price is greater than the written put price,
the result is the same as it would have been with a costless collar. This strategy enables us to
increase the floor and the ceiling price of the collar beyond the range of a traditional costless
collar while offsetting the associated cost with the sale of the written put.
We also use put options to establish floor prices (purchased put option) on our anticipated
future crude oil production. We pay an initial premium when we enter into these option
arrangements. These contracts are settled monthly. When the settlement price for a period is
below the floor price (purchased put option), our counterparty is required to pay us.
Natural gas derivative transactions are generally settled based upon the average reported
settlement prices on the NYMEX for the last three trading days of a particular contract month.
Crude oil derivative transactions are generally settled based on the average reported settlement
prices on the NYMEX for each trading day of a particular calendar month.
The following tables reflect our open crude oil and natural gas contracts as of March 31,
2011, the associated volumes and the corresponding weighted average NYMEX floor and cap price.
Crude | Purchased | Written | ||||||||||
Oil | Put | Call | ||||||||||
Settlement Period | (Bbls) | (Nymex) | (Nymex) | |||||||||
Crude Oil Costless Collars |
||||||||||||
04/01/11 12/31/11 |
63,000 | $ | 65.00 | $ | 88.25 | |||||||
04/01/11 12/31/11 |
45,000 | $ | 60.00 | $ | 97.25 | |||||||
04/01/11 12/31/11 |
45,000 | $ | 65.00 | $ | 108.00 | |||||||
04/01/11 06/30/11 |
9,000 | $ | 65.00 | $ | 97.50 | |||||||
04/01/11 12/31/11 |
36,000 | $ | 70.00 | $ | 106.80 | |||||||
04/01/11 12/31/11 |
36,000 | $ | 75.00 | $ | 102.60 | |||||||
07/01/11 12/31/11 |
12,000 | $ | 75.00 | $ | 103.00 | |||||||
04/01/11 06/30/11 |
12,000 | $ | 70.00 | $ | 92.50 | |||||||
07/01/11 09/30/11 |
9,000 | $ | 70.00 | $ | 95.00 | |||||||
10/01/11 12/31/11 |
6,000 | $ | 70.00 | $ | 96.35 | |||||||
04/01/11 07/31/11 |
12,000 | $ | 70.00 | $ | 94.80 | |||||||
07/01/11 12/31/11 |
12,000 | $ | 75.00 | $ | 95.15 | |||||||
04/01/11 12/31/11 |
27,000 | $ | 75.00 | $ | 104.30 | |||||||
01/01/12 06/30/12 |
60,000 | $ | 75.00 | $ | 106.90 | |||||||
04/01/11 04/30/11 |
8,000 | $ | 75.00 | $ | 104.50 | |||||||
04/01/11 12/31/11 |
27,000 | $ | 65.00 | $ | 100.00 | |||||||
04/01/11 07/31/12 |
244,000 | $ | 65.00 | $ | 97.20 | |||||||
04/01/11 07/31/12 |
244,000 | $ | 65.00 | $ | 98.55 | |||||||
04/01/11 07/31/12 |
244,000 | $ | 65.00 | $ | 100.00 | |||||||
04/01/11 07/31/12 |
244,000 | $ | 65.00 | $ | 100.40 | |||||||
04/01/11 08/31/11 |
38,250 | $ | 65.00 | $ | 94.80 | |||||||
09/01/11 12/31/11 |
61,000 | $ | 65.00 | $ | 97.40 | |||||||
01/01/12 06/30/12 |
182,000 | $ | 65.00 | $ | 99.25 | |||||||
09/01/11 12/31/11 |
61,000 | $ | 65.00 | $ | 99.00 | |||||||
04/01/11 08/31/11 |
38,250 | $ | 65.00 | $ | 96.75 | |||||||
01/01/12 06/30/12 |
91,000 | $ | 65.00 | $ | 101.00 | |||||||
01/01/12 06/30/12 |
182,000 | $ | 65.00 | $ | 100.75 |
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Crude | Purchased | Written | ||||||||||
Oil | Put | Call | ||||||||||
Settlement Period | (Bbls) | (Nymex) | (Nymex) | |||||||||
01/01/12 06/30/12 |
91,000 | $ | 65.00 | $ | 102.75 | |||||||
07/01/12 07/31/12 |
62,000 | $ | 65.00 | $ | 102.25 | |||||||
05/01/11 12/31/11 |
122,500 | $ | 65.00 | $ | 100.00 | |||||||
07/01/12 07/31/12 |
31,000 | $ | 65.00 | $ | 105.25 | |||||||
05/01/11 12/31/11 |
122,500 | $ | 65.00 | $ | 106.50 | |||||||
04/01/11 12/31/11 |
137,500 | $ | 65.00 | $ | 100.00 | |||||||
01/01/12 06/30/12 |
136,500 | $ | 65.00 | $ | 107.25 | |||||||
07/01/12 09/30/12 |
92,000 | $ | 65.00 | $ | 109.40 | |||||||
08/01/12 09/30/12 |
61,000 | $ | 65.00 | $ | 110.25 | |||||||
08/01/12 09/30/12 |
61,000 | $ | 65.00 | $ | 112.00 | |||||||
10/01/12 10/31/12 |
62,000 | $ | 65.00 | $ | 112.65 | |||||||
01/01/12 07/31/12 |
106,500 | $ | 65.00 | $ | 110.00 | |||||||
04/01/11 06/30/11* |
45,500 | $ | 65.00 | $ | 95.00 | |||||||
04/01/11 06/30/11* |
45,500 | $ | 65.00 | $ | 97.50 | |||||||
08/01/12 10/31/12 |
92,000 | $ | 70.00 | $ | 110.90 | |||||||
10/01/12 10/31/12 |
31,000 | $ | 70.00 | $ | 110.90 | |||||||
08/01/12 10/31/12 |
92,000 | $ | 70.00 | $ | 106.50 | |||||||
11/01/12 12/31/12 |
122,000 | $ | 70.00 | $ | 107.70 | |||||||
11/01/12 12/31/12 |
122,000 | $ | 70.00 | $ | 110.00 | |||||||
07/01/11 12/31/11* |
276,000 | $ | 65.00 | $ | 100.00 | |||||||
08/01/12 10/31/12 |
276,000 | $ | 75.00 | $ | 112.50 | |||||||
11/01/12 12/31/12 |
244,000 | $ | 75.00 | $ | 112.50 | |||||||
07/01/12 07/31/12 |
62,000 | $ | 75.00 | $ | 114.00 | |||||||
01/01/13 02/28/13 |
118,000 | $ | 75.00 | $ | 113.05 | |||||||
01/01/13 03/31/13 |
180,000 | $ | 80.00 | $ | 120.00 | |||||||
03/01/13 03/31/13 |
62,000 | $ | 80.00 | $ | 120.00 | |||||||
02/01/12 12/31/12 |
335,000 | $ | 80.00 | $ | 134.25 | |||||||
01/01/13 03/31/13 |
270,000 | $ | 80.00 | $ | 129.45 |
* | Crude oil collar was completed in two phases. First, the put option (floor) was purchased.
Subsequently, the call option (ceiling) was sold thereby converting the position into a
collar. |
Crude | Purchased | |||||||
Oil | Put | |||||||
Settlement Period | (Bbls) | (Nymex) | ||||||
Crude Oil Puts |
||||||||
01/01/12 06/30/12 |
91,000 | $ | 65.00 | |||||
01/01/12 06/30/12 |
91,000 | $ | 65.00 | |||||
01/01/12 06/30/12 |
45,500 | $ | 65.00 | |||||
01/01/12 06/30/12 |
45,500 | $ | 65.00 | |||||
07/01/12 12/31/12 |
276,000 | $ | 80.00 |
Natural | Purchased | Written | ||||||||||
Gas | Put | Call | ||||||||||
Settlement Period | (MMbtu) | (Nymex) | (Nymex) | |||||||||
Natural Gas Costless Collars |
||||||||||||
04/01/11 12/31/11 |
270,000 | $ | 5.75 | $ | 7.65 | |||||||
04/01/11 12/31/11 |
360,000 | $ | 5.75 | $ | 7.40 | |||||||
04/01/11 12/31/11 |
360,000 | $ | 5.00 | $ | 6.55 |
The following table reflects commodity derivative contracts entered into subsequent to March
31, 2011, the associated volumes and the corresponding weighted average NYMEX reference price.
Crude | Purchased | Written | ||||||||||
Oil | Put | Call | ||||||||||
Settlement Period | (Bbls) | (Nymex) | (Nymex) | |||||||||
Crude oil Costless Collars |
||||||||||||
09/01/11 12/31/11 |
244,000 | $ | 90.00 | $ | 144.00 | |||||||
01/01/12 12/31/12 |
366,000 | $ | 85.00 | $ | 139.50 | |||||||
01/01/13 05/31/13 |
302,000 | $ | 85.00 | $ | 134.00 |
32
Table of Contents
ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
As of March 31, 2011, our management, including our principal executive officer and principal
financial officer, has evaluated the effectiveness of our disclosure controls and procedures
pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934. There are inherent
limitations to the effectiveness of any system of disclosure controls and procedures, including the
possibility of human error and the circumvention or overriding of the controls and procedures.
Accordingly, even effective disclosure controls and procedures can only provide reasonable
assurance of achieving their control objectives. Based upon and as of the date of the evaluation,
our principal executive officer and our principal financial officer concluded that our disclosure
controls and procedures were effective at a reasonable assurance level.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during the first
quarter of 2011 that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
33
Table of Contents
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 Statements, 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 consolidated
financial condition, results of operations or cash flows.
ITEM 1A. | RISK FACTORS |
There have been no material changes to the risk factors disclosed in Item 1A. of our report on
Form 10-K for the year ended December 31, 2010.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
Issuer Purchases of Equity Securities
The following table provides information relating to our purchase of shares of our common
stock during the three months ended March 31, 2011. The repurchases reflect shares of our
employees withheld upon vesting of restricted stock to satisfy statutory minimum tax withholding
obligations.
(a) | (b) | (c) | (d) | |||||||||||||
Total Number of | Maximum Number (or Approximate | |||||||||||||||
Shares Purchased as Part | Dollar Value) of Shares that May Yet | |||||||||||||||
Total Number of | Average Price | of Publicly Announced | Be Purchased Under the | |||||||||||||
Period | Shares Purchased | Paid per Share | Plans or Programs | Plans or Programs | ||||||||||||
Month # 1 January 1, 2011 January 31, 2011 |
17,231 | $ | 27.15 | | | |||||||||||
Month # 2 February 1, 2011 February 28, 2011 |
| | | | ||||||||||||
Month # 3 March 1, 2011 March 31, 2011 |
| | | |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None.
ITEM 4. | (REMOVED AND RESERVED) |
None.
ITEM 5. | OTHER INFORMATION |
None.
ITEM 6. | EXHIBITS |
3.1 | Certificate of Incorporation (filed as Exhibit 3.1 to Brighams Registration Statement on
Form S-1 (Registration No. 333-22491) and incorporated herein by reference) |
|||
3.2 | Certificates of Amendment of Certificate of Incorporation (filed as Exhibit 3.1.1 to
Brighams Registration Statement on Form S-3 (Registration No. 333-37558) and incorporated
herein by reference) |
|||
3.3 | Bylaws, as amended through May 28, 2009 (filed as Exhibit 3.5 to Brighams Current Report on
Form 8-K (filed May 28, 2009) and incorporated herein by reference) |
|||
3.4 | Certificate of Amendment of Certificate of Incorporation of Brigham Exploration Company dated
June 14, 2006, (filed as Exhibit 3.4 to Brighams Annual Report on Form 10-K for the year
ended December 31, 2008 and incorporated herein by reference) |
|||
3.5 | Certificate of Amendment of Certificate of Incorporation of Brigham Exploration Company dated
October 7, 2009 (filed as Exhibit 3.5 to Brighams Current Report on Form 8-K (filed
October 13, 2009) and incorporated herein by reference) |
|||
4.1 | Form of Common Stock Certificate (filed as Exhibit 4.1 to Brighams Registration Statement on
Form S-1 (Registration No. 333-22491) and incorporated herein by reference) |
34
Table of Contents
4.2 | Certificate of Designations of Series A Preferred Stock (Par Value $.01 Per Share) of Brigham
Exploration Company filed October 31, 2000 (filed as Exhibit 4.1 to Brighams Current Report
on Form 8-K, as amended (filed November 8, 2000) and incorporated herein by reference) |
|||
4.3 | Certificate of Amendment of Certificate of Designations of Series A Preferred Stock (Par
Value $.01 Per Share) of Brigham Exploration Company, filed March 2, 2001 (filed as
Exhibit 4.2.1 to Brighams Annual Report on Form 10-K for the year ended December 31, 2000 and
incorporated herein by reference) |
|||
4.4 | Certificate of Elimination of Certificate of Designations of Series A Preferred Stock (Par
Value $.01 Per Share) of Brigham Exploration Company, filed August 9, 2010 (filed as
Exhibit 3.7 to Brighams Current Report on Form 8-K (filed August 10, 2010) and incorporated
herein by reference) |
|||
4.5 | Certificate of Designations of Series B Preferred Stock (Par Value $.01 Per Share) of Brigham
Exploration Company filed December 20, 2002 (filed as Exhibit 4.4 to Brighams Annual Report
on Form 10-K for the year ended December 31, 2002 and incorporated herein by reference) |
|||
4.6 | Certificate of Elimination of Certificate of Designations of Series B Preferred Stock of
Brigham Exploration Company, dated June 4, 2004, (filed as Exhibit 99.2 to Brighams Current
Report on Form 8-K (filed July 20, 2004) and incorporated herein by reference) |
|||
4.7 | Certificate of Designations of Series C Junior Participating Preferred Stock of Brigham
Exploration Company effective as of December 10, 2008 (filed as Exhibit 3.1 to Brighams
Current Report on Form 8-K (filed December 11, 2008) and incorporated herein by reference) |
|||
4.8 | Certificate of Elimination of Certificate of Designations of Series C Junior Participating
Preferred Stock of Brigham Exploration Company effective March 9, 2010 (filed as Exhibit 3.6
to Brighams Current Report on Form 8-K (filed March 15, 2010) and incorporated herein by
reference) |
|||
4.9 | Indenture, dated September 27, 2010, among the Company, the Guarantors and Wells Fargo Bank,
National Association, as Trustee (filed as Exhibit 4.17 to Brighams Current Report on
Form 8-K (filed October 1, 2010) and incorporated herein by reference) |
|||
4.10 | Rule 144A 8 3/4% Senior Note due
2018 and Notation of Guarantee (filed as Exhibit 4.18 to Brighams Current Report on Form 8-K
(filed October 1, 2010) and incorporated herein by reference) |
|||
4.11 | Regulation S 8 3/4% Senior Note due
2018 and Notation of Guarantee (filed as Exhibit 4.19 to Brighams Current Report on Form 8-K
(filed October 1, 2010) and incorporated herein by reference) |
|||
10.32 | * | Fifth Amended and Restated Credit Agreement dated February 23, 2011 among Brigham Oil & Gas,
L.P., Brigham Exploration Company and Brigham, Inc. and Bank of America, N.A. |
||
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. § 1350 |
||
32.2 | * | Certification of Chief Financial Officer of the Company pursuant to 18 U.S.C. § 1350 |
||
101.INS** | XBRL
Instance Document |
|||
101.SCH** | XBRL
Schema Document |
|||
101.CAL** | XBRL
Calculation Linkbase Document |
|||
101.LAB** | XBRL
Label Linkbase Document |
|||
101.PRE** | XBRL
Presentation Linkbase Document |
|||
101.DEF** | XBRL
Definition Linkbase Document |
* | Filed herewith |
|
** | Furnished herewith |
35
Table of Contents
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.
BRIGHAM EXPLORATION COMPANY |
||||
May 4, 2011 | By: | /s/ BEN M. BRIGHAM | ||
Ben M. Brigham | ||||
Chief Executive Officer, President and Chairman of the Board |
||||
May 4, 2011 | By: | /s/ EUGENE B. SHEPHERD, JR. | ||
Eugene B. Shepherd, Jr. | ||||
Executive Vice President and Chief Financial Officer |
36