-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FEtj2rWUAKdrwIk86YDK5zAGafOS38GvfNj5MC9TrBW58tTXx19xqyKV2DwNF1Ub rLZYe+qF3/1yfCeIx85xKA== 0001015402-03-002661.txt : 20030724 0001015402-03-002661.hdr.sgml : 20030724 20030703170659 ACCESSION NUMBER: 0001015402-03-002661 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRIGHAM EXPLORATION CO CENTRAL INDEX KEY: 0001034755 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752692967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22433 FILM NUMBER: 03775773 BUSINESS ADDRESS: STREET 1: 6300 BRIDGE POINT PARKWAY STREET 2: BLDG 2 SUITE 500 CITY: AUSTIN STATE: TX ZIP: 78730 BUSINESS PHONE: 5124273300 MAIL ADDRESS: STREET 1: 6300 BRIDGE POINT PARKWAY STREET 2: BLDG 2 SUITE 500 CITY: AUSTIN STATE: TX ZIP: 78730 11-K 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ---------- COMMISSION FILE NUMBER: 000-22433 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: BRIGHAM, INC. 401(K) PLAN B: Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: BRIGHAM EXPLORATION COMPANY 6300 BRIDGEPOINT PARKWAY BUILDING TWO, SUITE 500 AUSTIN, TEXAS 78730 BRIGHAM, INC. 401(K) PLAN 2002 FORM 11-K PAGE ---- REQUIRED INFORMATION ITEM 4. Unaudited Financial Statements And Schedule Prepared in Accordance With ERISA Statements of Net Assets Available for Plan Benefits as of December 31, 2002 and 2001 . . . . . . . . . . . . . . . . . . . . 1 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 2002 . . . . . . . . . . . . . . . . . 2 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . .3 Supplemental schedule: Schedule H, Line 4(i) - Assets Held for Investment Purposes At December 31, 2002 . . . . . . . . . . . . . . . . . . . . . . . 6 SIGNATURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
BRIGHAM, INC. 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS (Unaudited) December 31, ---------------------- 2002 2001 ---------- ---------- Assets Investments at fair value: BT Investment International $ - $ 46,606 Janus Worldwide Fund* 84,366 99,604 Janus Twenty Fund* 170,228 255,766 MFS Massachusetts Invest. Growth Fund - 39,195 Dreyfus Appreciation* 129,422 196,077 Safeco Equity No-Load - 16,900 Dreyfus S&P 500 Index Fund* 77,802 100,584 Pimco Total Return* 215,546 135,675 RS Emerging Growth* - 63,108 Schwab Institutional Money Market* 112,145 75,869 First Eagle SOGEN Overseas 48,638 - Hennessy Cornerstone Growth 53,699 - Jensen Portfolio 34,054 - PBHG Clipper 27,333 - Royce Special Equity 6,604 - Calamos Growth 6,476 - Oakmark Select 8,676 - Stock Liquidity Fund 274 20 Loans to participants 25,918 71,326 Common stock of Brigham Exploration Company 121,873 56,358 ---------- ---------- Total investments 1,123,054 1,157,088 ---------- ---------- Receivables: Participants' contributions 8,038 8,097 Employer matching 167,962 39,003 Other 586 544 ---------- ---------- Total receivables 176,586 47,644 ---------- ---------- Net assets available for plan benefits $1,299,640 $1,204,732 ========== ==========
* Investments greater than 5% of net assets available for plan benefits. See accompanying notes to the financial statements 1
BRIGHAM, INC. 401(k) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (Unaudited) Year Ended December 31, 2002 -------------- Additions to net assets attributed to: Net appreciation (depreciation) in fair value $ (201,803) Interest 3,186 -------------- Total investment income (198,617) -------------- Contributions: Participants 300,084 Employer Matching 277,169 -------------- Total contributions 577,253 -------------- -------------- Total additions 378,636 -------------- Deductions from net assets attributed to: Benefits distributed to participants 280,076 Administrative and trustee fees 4,238 Other (586) -------------- Total deductions 283,728 -------------- Increase/(decrease) in net assets available for plan benefits 94,908 Net assets available for plan benefits at beginning of year 1,204,732 -------------- Net assets available for plan benefits at end of year $ 1,299,640 ==============
See accompanying notes to the financial statements. 2 BRIGHAM, INC. 401(k) PLAN NOTES TO THE FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN The following description of the Brigham, Inc. 401(k) Plan (the "Plan") provides only general information. Participants should refer to the Plan documents for a more complete description of the Plan provisions, a copy of which is available from Brigham, Inc. (the "Company"). General The Plan is a successor to the Brigham Oil & Gas, L.P. 401(k) Plan which was originally effective as of September 19, 1996. Effective January 1, 1998, Brigham Oil & Gas, L.P. assigned its sponsorship of the Plan to Brigham, Inc. and the Plan's name was changed to the Brigham, Inc. 401(k) Plan. Effective January 1, 1999, the Plan was restated concurrent with a change in the Plan's third-party administrator and trustee. The Plan is subject to the provisions of the Employee Retirement Income Security Act ("ERISA"). The Plan is a defined contribution plan created for the benefit of the employees of the Company. Effective August 1, 2001 the Plan covers all employees except leased employees, employees of a unit covered by a collective bargaining agreement, non-resident aliens, independent contractors, and employees of affiliated employers. Prior to August 1, 2001 the Plan covered all employees who are 21 years of age and have completed six months of service. Prior to August 1, 2001 employees could enroll in the Plan on the first day of January, April, July or October of each year. The Company administers the Plan. The Company has appointed Invesmart, Inc. (formerly Plan Data, Inc.) as a third party administrator. The Plan's assets are held by a trust fund administered by The Charles Schwab Trust Company. Contributions A participant may contribute a portion of his/her pre-tax compensation in amounts up to the maximum deferral permitted under the Internal Revenue Code. For 2002, this limit was $11,000. At its discretion, and to be determined annually, the Company may make matching contributions to the Plan. The Company may also make an additional annual, discretionary profit sharing contribution. For 2002, the Company made discretionary contributions of $277,169. Interfund Transfers Participants may change their percentage contributions once per calendar quarter on Plan enrollment dates. Participants may change fund allocations as frequently as desired and at any time. Vesting Plan participants are fully vested at all times in their participant contributed assets. The Plan provides for vesting of assets contributed by the Company of 20% after two years of service and 20% additional vesting 3 BRIGHAM, INC. 401(k) PLAN NOTES TO THE FINANCIAL STATEMENTS for each additional year of service thereafter until the sixth year, at which time the employer contributed assets are fully vested. Participants are automatically fully vested in their accounts upon retirement, disability or death, as defined in the Plan. Benefit Payments Plan participants may receive a lump sum payment of all vested benefits upon retirement, disability, death or termination of employment. A participant may also make hardship withdrawals, subject to certain rules and restrictions, from the vested portion of his or her account. Participant Loans The Plan includes a provision that permits participants to borrow a minimum of $1,000 and up to the lesser of 50% of the value of the vested portion of their Plan assets or $50,000. The loans are payable through payroll deductions in principal installments plus interest at prime plus 2% through payroll deductions. General purpose loans are due over terms up to 5 years. Primary residence loans are due over terms up to 30 years. Administrative Expenses The Company pays costs and expenses incurred in administering the Plan, excluding certain fees and expenses of the trustee and investment manager. 2. ACCOUNTING POLICIES Basis of Accounting The accompanying financial statements have been prepared on the accrual basis of accounting. The trustee holds and manages the funds and distributes cash to Plan participants. The assets of the Plan are invested in separate funds managed by independent registered investment advisors and/or in Brigham Exploration Company stock. Valuation of Investments Short-term investments and loans to participants are stated at cost, which approximates fair value. Quoted market prices are used to value investments. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end. The net appreciation or depreciation in the fair value of investments, which consists of the realized gains or losses and the unrealized appreciation or depreciation on those investments, is presented in the Plan's "Statement of Changes in Net Assets Available for Benefits". 4 BRIGHAM, INC. 401(k) PLAN NOTES TO THE FINANCIAL STATEMENTS The Use of Estimates in Preparing Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the reported amounts in the financial statements and accompanying notes and schedules. Actual results may differ from those estimates. 3. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants become fully vested in their accounts. 4. ERISA Management is unaware of any variations in the operation of the Plan from the terms of the Plan documents. The Plan has complied with the fidelity bonding requirement of ERISA. 5
BRIGHAM, INC. 401(k) PLAN SCHEDULE H, LINE 4(I) - ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR (Unaudited) INVESTMENTS AT DECEMBER 31, 2002 IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF LESSOR OR SIMILAR PARTY INVESTMENT - ------------------------------ --------------------------------- * Brigham Exploration Company Common stock $ 121,873 Stock Liquidity Fund Cash $ 274 Calamos Growth Stock mutual fund $ 6,476 Dreyfus Appreciation Stock mutual fund $ 129,422 Dreyfus S&P 500 Index Fund Stock mutual fund $ 77,802 First Eagle SOGEN Overseas Stock mutual fund $ 48,638 Hennessy Cornerstone Growth Stock mutual fund $ 53,699 Janus Worldwide Fund Stock mutual fund $ 84,366 Janus Twenty Fund Stock mutual fund $ 170,228 Jensen Portfolio Stock mutual fund $ 34,054 Oakmark Select Stock mutual fund $ 8,676 PBHG Clipper Stock mutual fund $ 27,333 Royce Special Equity Stock mutual fund $ 6,604 Pimco Total Return Bond/fixed income mutual fund $ 215,546 * Schwab Institutional Money Market Money market mutual fund $ 112,145 Participant Loans Due April, 30, 2004 through $ 25,918 August 31, 2005 at 5.75% to 10.5% * Indicates party in-interest
6 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed by the undersigned hereunto duly authorized. BRIGHAM, INC. 401(K) PLAN Date: July 3, 2003 By: /s/ Malcom O. Brown -------------------------- Malcom O. Brown Vice President & Controller 7 -----END PRIVACY-ENHANCED MESSAGE-----