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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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
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(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))
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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.
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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
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Eugene B. Shepherd, Jr.
Executive Vice President &
Chief Financial Officer
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INDEX TO EXHIBITS
Item Number Exhibit
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99.1* Press Release dated March 17, 2005