-----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, SHlN0BP2hRLCuGm+TOtqBwSWpSUv/D/C6AdbhKWRRMmDzjvjfuLhwUo7TzO1NhPN BkT7No2IA36H0rNl0ii8xw== 0001275287-05-001044.txt : 20050321 0001275287-05-001044.hdr.sgml : 20050321 20050321165025 ACCESSION NUMBER: 0001275287-05-001044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050316 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050321 DATE AS OF CHANGE: 20050321 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22433 FILM NUMBER: 05694641 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 8-K 1 be2293.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ---------- Date of Report (Date of earliest event reported): March 16, 2005 BRIGHAM EXPLORATION COMPANY (Exact name of registrant as specified in its charter) Delaware 000-22433 75-2692967 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 6300 Bridgepoint Parkway Building Two, Suite 500 Austin, Texas 78730 (Address, including zip code, of principal executive offices) Brigham's telephone number, including area code: (512) 427-3300 -------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) ================================================================================ Item 2.02 Results of Operation and Financial Condition. Brigham is furnishing its press release dated March 17, 2005, which announced that it filed with the SEC a Form 12b-25, stating that it requires additional time to revise previously announced results of operations provided in its press release on March 3, 2005, assess the impact that a revision in its methodology for calculating depletion expense will have on its previously issued financial statements and file its 2004 Annual Report on Form 10-K. The text of that press release is attached to this Report as Exhibit 99.1 and is incorporated by reference herein. Item 4.02 (a) Non-reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Period. On March 16, 2005, due to items discussed below and in our press release dated March 17, 2005, Brigham's management concluded that it would restate its fiscal financial results for 2003 and 2002 and quarterly financial results for 2004 and 2003. A copy of Brigham's press release dated March 17, 2005, is attached hereto as exhibit 99.1. Brigham will restate its fiscal financial results for 2003 and 2002 and its quarterly financial results for 2004 and 2003 in its 2004 Annual Report on Form 10-K. Investors are cautioned not to rely on the historical financial statements for 2003 and 2002 and the quarterly financial results for 2004 and 2003 until Brigham's 2004 Annual Report on Form 10-K is filed. Similarly, investors are also cautioned not to rely on fourth quarter 2004 and fiscal 2004 financial results that were included in Brigham's press release dated March 3, 2005 and Form 8-K/A filed on March 4, 2005. The restatement stems from a revision in Brigham's methodology for calculating depletion expense for its proved oil and natural gas properties. Historically, Brigham has calculated a depletion rate at period end and applied that rate to the year-to-date production, instead of applying the rate to the current period production only, as required by generally accepted accounting principles. The restatement will result in a decrease in depletion expense in Brigham's consolidated financial statements for the quarterly periods of fiscal 2004 and 2003, as well as in the financial statements for fiscal 2003 and 2002. Brigham's management has discussed these matters with the audit committee of the Company and with its independent registered public accounting firm. Item 7.01 Regulation FD Disclosure. Brigham is furnishing its press release dated March 17, 2005. The text of the press release is furnished as attached hereto as Exhibit 99.1. Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibit 99.1 Press release dated March 17, 2005. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Brigham has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BRIGHAM EXPLORATION COMPANY Date: March 21, 2005 By: /s/ Eugene B. Shepherd, Jr -------------------------- Eugene B. Shepherd, Jr. Executive Vice President & Chief Financial Officer 3 INDEX TO EXHIBITS Item Number Exhibit ----------- ----------------------------------- 99.1* Press Release dated March 17, 2005 EX-99.1 2 be2293ex991.txt Exhibit 99.1 BRIGHAM EXPLORATION DELAYS FILING ANNUAL REPORT ON FORM 10-K FOR YEAR ENDED DECEMBER 31, 2004 AUSTIN, Texas, March 17 /PRNewswire-FirstCall/ -- Brigham Exploration Company (Nasdaq: BEXP) today announced that it was unable to file its Annual Report on Form 10-K for the year ended December 31, 2004 by March 16, 2005, because it will revise its current methodology for calculating depletion expense for its proved oil and natural gas properties. Brigham learned of the need to evaluate the potential change in its methodology late in the afternoon on March 15, 2005, after discussions with its independent auditor. Brigham has used its current methodology to calculate its depletion expense dating back prior to its initial public offering in May 1997. In reviewing the proposed change, Brigham has determined that a revision in its methodology will result in a decrease in depletion expense for both the fourth quarter and fiscal year 2004. Accordingly, this decrease will result in an upward revision to Brigham's earnings for both the fourth quarter and fiscal year 2004, from what was previously reported on March 3, 2005. Brigham is still assessing the impact that a revision in its methodology will have on its previously issued financial statements. As a result of Brigham's ongoing evaluation, it was unable, without unreasonable effort and expense, to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2004 by March 16, 2005. Upon completion of this assessment, Brigham intends to restate its previously issued financial statements for fiscal 2003 and fiscal 2002 and the affected interim financial statements. As a result of this revision, Brigham expects that it will report in its Annual Report on Form 10-K a material weakness in the internal control over financial reporting related to the calculation of depletion expense for its proved oil and natural gas properties. A discussion of internal control over financial reporting will be included in Brigham's 2004 Annual Report on Form 10-K. Brigham expects to file with the SEC a Form 12b-25, stating that it will require additional time to complete its evaluation and file its 2004 Annual Report on Form 10-K. Brigham is working diligently to finalize its assessment and will file its Annual Report on Form 10-K for the year ended December 31, 2004 as soon as possible. About Brigham Exploration Brigham Exploration Company is a leading independent exploration and production company that applies 3-D seismic imaging and other advanced technologies to systematically explore and develop onshore domestic natural gas and oil provinces. For more information about Brigham Exploration, please visit our website at http://www.bexp3d.com or contact Investor Relations at 512-427-3444. Forward Looking Statement Disclosure Except for the historical information contained herein, the matters discussed in this news release are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based upon current expectations. Important factors that could cause actual results to differ materially from those in the forward looking statements include risks inherent in exploratory drilling activities, the timing and extent of changes in commodity prices, unforeseen engineering and mechanical or technological difficulties in drilling wells, availability of drilling rigs, land issues, federal and state regulatory developments and other risks more fully described in the company's filings with the Securities and Exchange Commission. All forward looking statements contained in this release, including any forecasts and estimates, are based on management's outlook only as of the date of this release, and we undertake no obligation to update or revise these forward looking statements, whether as a result of subsequent developments or otherwise. Contact: John Turner, Manager of Finance & Investor Relations (512) 427-3300 SOURCE Brigham Exploration Company -0- 03/17/2005 /CONTACT: John Turner, Manager of Finance & Investor Relations of Brigham Exploration Company, +1-512-427-3300/ /Web site: http://www.bexp3d.com / -----END PRIVACY-ENHANCED MESSAGE-----