<PAGE>
______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM 8-K/A-1
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 15, 1996
BASIN EXPLORATION, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-20125 84-1143307
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
370 17th Street, Suite 1800, Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 685-8000
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) PRO FORMA FINANCIAL INFORMATION.
The following pro forma condensed consolidated balance sheet as
of December 31, 1995, and pro forma condensed consolidated statement
of income for the year then ended adjust the historical financial
information of the Company for the HS Monetization. The pro forma
balance sheet and statement of income were prepared as if the
transaction was consummated on December 31, 1995 and December 31,
1994, respectively. The pro forma adjustments are based on estimates
and assumptions explained in further detail in the accompanying notes.
The pro forma financial statements should be read in conjunction
with the related historical financial statements and related notes,
which are included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, filed with the Securities and
Exchange Commission on March 28, 1996. The pro forma information
presented is not necessarily indicative of the results that would have
actually occurred had the transaction been consummated on the dates or
for the periods indicated or which may occur in the future.
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BASIN EXPLORATION, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
Unaudited
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Pro Forma Pro Forma
Adjustments to Consolidated
Reflect the HS After the HS
Historical Monetization(a) Monetization
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<S> <C> <C> <C>
ASSETS
Current assets $ 10,317 $ 161 $ 10,478
Oil and gas properties and equipment, net 134,598 (37,223) 97,375
Other noncurrent assets 1,736 -- 1,736
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$146,651 $ (37,062) $109,589
======================================================
LIABILITIES AND STOCKHOLDERS'
EQUITY
Current liabilities $ 12,528 $ 750 $ 13,278
Long-term debt 77,172 (37,000) 40,172
Long-term portion of ad valorem taxes 3,664 (812) 2,852
Stockholders' Equity 53,287 -- 53,287
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$146,651 $(37,062) $109,589
======================================================
</TABLE>
The accompanying notes are an integral part of these statements.
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BASIN EXPLORATION, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Unaudited
--------------------------------------
Pro Forma Pro Forma
Adjustments to Consolidated
Reflect the HS After the HS
Historical Monetization(a) Monetization
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<S> <C> <C> <C>
OPERATING REVENUES:
Oil revenue $ 19,632 $ (4,600)(b) $ 15,032
Gas revenue 20,013 (4,056)(b) 15,957
Other 674 674
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40,319 (8,656) 31,663
OPERATING COSTS AND EXPENSES:
Production 11,674 (2,547)(b) 9,127
Depletion, depreciation and amortization 17,202 (4,037)(c) 13,165
General and administrative, net 5,498 (d) 5,498
Property impairment 26,500 (11,500)(e) 15,000
Other 497 497
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61,371 (18,084) 43,287
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Operating income (loss) (21,052) 9,428 (11,624)
Other income (expense), net (6,275) 2,773 (f) (3,502)
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Income (loss) before taxes (27,327) 12,201 (15,126)
Income tax benefit (provision) 7,784 (2,190)(g) 5,594
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Net income (loss) $(19,543) $10,011 $ (9,532)
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Weighted average common shares
outstanding 10,710 10,710
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Earnings (loss) per share $ (1.82) $ (0.89)
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
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BASIN EXPLORATION, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
The unaudited pro forma condensed financial statements reflect the
adjustments described below:
Balance Sheet
(a) To reflect the consummated HS Monetization as a credit to
the full cost pool with no recognition of gain or loss. Bank debt has
been reduced by $37 million to reflect the primary use of cash
proceeds from the sale. Certain ad valorem tax obligations were
assumed by HS Resources and current liabilities were increased for
various transaction costs. There has been no downward adjustment to
the purchase price for potential title or other defects, although HS
Resources has certain rights to make post-closing claims for such
adjustment.
Statement of Income
(b) Represents oil and gas revenues and related production
expenses directly attributable to HS Monetization properties for the
year ended December 31, 1995.
(c) Depletion of oil and gas properties was computed using the
unit-of-production method.
(d) Although savings in general and administrative expenses
facilitated by reductions in assets under management are expected to
be realized, no adjustment has been shown as such savings are
dependent on staff and office space reductions, and similar savings
which have not yet been effected. The Company estimates that total
annualized reductions in general and administrative expenses resulting
from the HS Monetization would approximate $250,000 on a pro forma
basis.
(e) To adjust the "ceiling limit" write down recorded by the
Company in its historical financial statements as of September 30,
1995 for the pro forma effects of the HS Monetization, as if such
transaction occurred at the beginning of 1995. In computing such
adjustment, the accounting treatment for the HS Monetization was
consistent with the reporting treatment described in note (a) above.
The adjustment represents the difference between the impairment
recorded on a historical basis and the impairment that would have been
recorded during the year on the oil and gas properties remaining after
the HS Monetization. The impairment relating to the remaining
properties was calculated based on the proved reserves remaining after
the HS Monetization and assumes that the full cost ceiling test was
calculated each quarter for the oil and gas properties remaining after
such transaction.
(f) To adjust interest expense to reflect reductions in bank
debt.
(g) To record an adjustment to the provision for income taxes
resulting from the foregoing pro forma adjustments to revenues and
expenses.
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SIGNATURE
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 hereunto duly authorized.
BASIN EXPLORATION, INC.
Dated: May 6, 1996 By Howard L. Boigon
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Howard L. Boigon
Vice President - General Counsel
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