Each one in plain English, with the numbers worked through for a shareholder.
20 June 2006auditor change● Neutral
Brigham dismissed PricewaterhouseCoopers and hired KPMG as its auditor for 2006. The filing says there were no disagreements with PwC, and its reports had no adverse opinion. The only reportable event was the December 31, 2004 material weakness over depletion expense, which relates to the 2005 restatement; the company said controls were effective at the end of 2005.
19 May 2006material agreement termination● Neutral
On April 20, 2006 Brigham used the note proceeds to repay the $30 million outstanding under its Royal Bank of Scotland subordinated credit agreement and then terminated it. It also terminated an interest rate swap that had fixed the rate on $20 million of borrowings at 7.6%. This carries out the plan announced in the April notes filing.
Brigham issued $125 million of 9 5/8% Senior Notes due May 1, 2014 (priced at 98.629% of face, yielding 9 7/8%) and amended its senior credit agreement, cutting the borrowing base to $50 million. It intends to use part of the proceeds to repay all senior credit borrowings and terminate the Royal Bank of Scotland subordinated facility. This replaces the bank debt put in place in June 2005 with long-term fixed-rate notes, and the notes carry restrictions on extra debt, dividends and share repurchases.
The underwriters exercised their option to buy another 1,125,000 shares on November 29, 2005, and Brigham used the proceeds to buy back 1,125,000 shares from Credit Suisse First Boston-affiliated funds at $11.46 per share on December 2. This completes the offering-and-repurchase sequence begun in November.
28 Nov 2005asset acquisition disposition● NeutralMajor
Brigham bought back 5,000,000 of its own shares at $11.46 each from funds managed by affiliates of Credit Suisse First Boston, paying for it with part of the proceeds of the 7,500,000-share sale. This follows the November share offering and offsets part of the new shares issued.
Brigham signed an underwriting agreement to sell 7,500,000 new common shares to the public at $12.00 per share, with Raymond James and RBC Capital Markets among the underwriters. This adds shares to the count, so existing holders own a smaller slice. The filing does not say how the money will be used.
Brigham bought leases covering about 46,000 net acres in the Bakken play in North Dakota for $4.6 million from Zavana, Palace Exploration and Zenco, with a 100% working interest in the Bakken formation there. The company said it could drill 63 to 126 wells if successful and plans its first Bakken well as early as late 2005. The same release announced an apparent Lower Frio discovery at the Imhoff #1 in its Alamo joint venture (Brigham 75%, Sempra 25%) and gave a drilling update, adding to the existing conventional program.
Brigham's compensation committee approved a grant of 67,650 shares of restricted stock to non-officer employees under the 1997 Incentive Plan on October 10, 2005. The shares vest over five years and may fully vest after a change of control. This is a routine employee compensation grant.
On June 29, 2005 Brigham again amended its credit facilities. The senior facility now allows up to $200 million with an $80 million initial borrowing base (previously $100 million and $72 million), and runs to as late as June 29, 2010, with Bank of America as administrative agent. The subordinated facility increased to up to $40 million; Brigham borrowed an additional $10 million at closing, taking subordinated borrowings from $20 million to $30 million, with another $10 million available to draw until December 29, 2006. This follows the January 2005 refinancing.
Brigham amended its March 21 filing to clarify the scope of the restatement: it will restate full-year 2003 and 2002 statements in its 2004 annual report, while 2004 and 2003 quarterly data will be shown as revised supplemental information, and restated 2004 quarterly statements will appear in the 2005 Forms 10-Q. This narrows what the earlier filing said about restating the quarterly statements.
Brigham said it will restate its 2003 and 2002 financial results and revise quarterly 2004 and 2003 results because it is changing how it calculates depletion expense. It delayed its 2004 annual report, and investors were told not to rely on the earlier figures or on the fourth quarter and 2004 results announced March 3. The change lowers depletion expense, which raises reported earnings, and Brigham expects to report a material weakness in internal controls over this calculation.
Brigham amended and restated its senior credit agreement, raising capacity to $100 million (from $80 million) with an initial borrowing base of $68.5 million, extending maturity to as late as March 21, 2009, and lowering interest margins. It also amended its $20 million subordinated credit agreement with Royal Bank of Scotland, cutting the margin over LIBOR to 3.90% from 5.05% and raising the price caps used in valuing reserves. The filing's text says January 21, 2004 in the body, but the report date and filing are 2005 (likely a typo in the filing).
Brigham issued an operational update press release (not included in the text provided) and stated it had $36.7 million borrowed under its senior credit facility as of July 19, 2004. Exhibits listed include a registration rights agreement amendment, elimination of the Series B Preferred Stock designation, and a second amendment to the subordinated credit agreement, but their terms are not in the text.
Brigham gave a first-quarter 2002 operations update (with a financial results release dated May 7 also attached): production averaged 25.3 MMcfe per day, exiting the quarter at an estimated 30 MMcfe per day. The Sullivan F-31 began producing at about 9.0 MMcfe per day, and a Providence offset well (Burkhart #1) had an uncontrolled gas flow before bridging off naturally and being shut in, with a replacement well being drilled. Brigham raised its 2002 drilling budget to about $21 million from $16 million. The filing text does not include the financial results press release itself.
Brigham said its Providence Field discovery well (Staubach #1) began producing to sales at about 17 MMcfe per day, or 5.3 MMcfe per day net to Brigham's 31% revenue interest. Partners are Carrizo (35% working interest), Aspect Energy (7%) and Samedan (7%). It also reported an apparently successful Triple Crown well (Sullivan F-31, 42% working interest), a sixth Home Run development well, and a seventh successful Springer Channel well in nine recent attempts in Oklahoma. This follows the January announcement of the Providence discovery.
Brigham announced the successful completion of the discovery well at its Providence Field in Matagorda County, Texas, two successful development wells in Home Run Field, and the start of drilling on its second development well at Triple Crown Field in Brooks County. This continues the Home Run drilling program from 2001; no production rates or interests appear in the filing text.
Brigham announced its third consecutive Frio bright spot discovery, other recent drilling discoveries, and the start of drilling (spud) on a high-impact test next to its Home Run Field in Brooks County, Texas. The filing only attaches the press release and gives no well results, rates or interests.