SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-11516
REMINGTON OIL AND GAS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-2369148
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
8201 Preston Road, Suite 600, Dallas, Texas 75225-6211
(Address of principal executive offices)
(Zip code)
(214) 210-2650
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for shorter period than
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
--- ---
There were 21,260,519 outstanding shares of Common Stock, $0.01 par
value, on May 12, 1999.
<PAGE>
Remington Oil and Gas Corporation
INDEX
PART I FINANCIAL INFORMATION 3
ITEM 1. FINANCIAL STATEMENTS 3
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Income and
Comprehensive Income 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 8
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK 10
PART II OTHER INFORMATION 11
ITEM 1. LEGAL PROCEEDINGS 11
ITEM 2. CHANGES IN SECURITIES 11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 11
ITEM 5. OTHER INFORMATION 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 11
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Remington Oil and Gas Corporation
Condensed Consolidated Balance Sheets
(In thousands, except share data)
March 31, December 31,
1999 1998
Assets ------------ ------------
Current assets (Unaudited)
Cash and cash equivalents $ 2,671 $ 19,018
Restricted cash and cash equivalents 9,000 8,750
Accounts receivable 3,574 3,212
Prepaid expenses and other current assets 2,155 1,871
------------ ------------
Total current assets 17,400 32,851
------------ ------------
Properties
Oil and natural gas properties
(successful-efforts method) 263,932 260,649
Other properties 2,860 2,706
Accumulated depreciation, depletion and
amortization (171,809) (167,053)
------------ ------------
Total properties 94,983 96,302
------------ ------------
Other assets 981 1,076
------------ ------------
Total assets $ 113,364 $ 130,229
============ ============
Liabilities and stockholders' equity
Liabilities
Current liabilities
Accounts payable and accrued liabilities $ 6,714 $ 7,264
Phillips judgment payable 18,232 18,165
Short-term notes payable and current
portion of long-term notes payable 129 8,651
------------ ------------
Total current liabilities 25,075 34,080
------------ ------------
Other liabilities
Minority interest in subsidiaries 85 87
Long-term accounts payable 2,683 2,913
Notes payable 26,528 3,500
8 1/4% Convertible subordinated notes
payable due in 2002 5,950 29,950
------------ ------------
Total other liabilities 35,246 36,450
------------ ------------
Total Liabilities 60,321 70,530
------------ ------------
Commitments and contingencies (Note 4)
Stockholders' equity
Common stock, $0.01 par value, 100,000,000
shares authorized, 21,466,494 shares
issued and 21,260,519 outstanding 213 213
Additional paid-in capital 44,157 44,117
Retained earnings 8,673 15,369
------------ ------------
Total stockholders' equity 53,043 59,699
------------ ------------
Total liabilities and stockholders' equity $ 113,364 $ 130,229
============ ============
See accompanying Notes to Consolidated Financial Statements.
<PAGE>
Remington Oil and Gas Corporation
Condensed Consolidated Statements of Income and Comprehensive Income
(Unaudited)
(In thousands, except per share amounts)
Three Months Ended March 31,
1999 1998
------------- ------------
Revenues
Gas sales $ 3,657 $ 7,328
Oil sales 2,732 4,327
Other income 1,059 852
------------- ------------
Total revenues 7,448 12,507
------------- ------------
Costs and expenses
Operating costs 1,636 1,623
Transportation expense 38 747
Net Profits expense 234 1,632
Exploration expense 4,522 1,873
Depreciation, depletion and amortization 4,756 6,361
General and administrative expenses 1,284 1,271
Interest and financing costs 1,656 995
------------- ------------
Total costs and expenses 14,126 14,502
------------- ------------
Income (loss) before income taxes and
minority interest (6,678) (1,995)
Income tax expense - -
Minority interest in income of
subsidiaries (2) -
------------- ------------
Net income (loss) $ (6,676) (1,995)
------------- ------------
Other comprehensive income (loss)
(net of taxes) - -
------------- ------------
Comprehensive net income (loss) $ (6,676) $ (1,995)
============= ============
Basic and diluted income (loss) per share $ (0.31) $ (0.10)
============= ============
Basic and diluted comprehensive income
(loss) per share $ (0.31) $ (0.10)
============= ============
See accompanying Notes to Consolidated Financial Statements.
<PAGE>
Remington Oil and Gas Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Three Months Ended
March 31,
1999 1998
------------ ------------
Cash flow provided by operations
Net income (loss) $ (6,676) $ (1,995)
Adjustments to reconcile net income
Depreciation, depletion and amortization 4,756 6,361
Amortization of deferred charges 633 53
Dry hole costs 3,801 396
Minority interest in net income of
Subsidiaries (2) -
Stock issued to directors for compensation 40 240
(Gain) loss on sale of properties (95) (70)
Changes in working capital
(Increase) decrease in accounts receivable (372) 1,001
(Increase) decrease in prepaid expenses
and other current assets (284) 348
(Decrease) in accounts payable and
accrued expenses (483) (1,460)
(Increase) in restricted cash (250) -
------------ ------------
Net cash flow provided by operations 1,068 4,874
------------ ------------
Cash from investing activities
Payments for capital expenditures (7,238) (9,324)
Principal repayments - S-Sixteen Holding
Company - 547
Proceeds from property sales 95 104
------------ ------------
Net cash used in investing activities (7,143) (8,673)
------------ ------------
Cash from financing activities
Proceeds from note payable 26,528 2,500
Debt issuance costs for line of credit (528) -
Payments on notes payable and long-term
accounts payable (36,252) -
Dividends paid to minority stockholders
of subsidiaries (20) -
------------ ------------
Net cash (used in) provided by financing
activities (10,272) 2,500
------------ ------------
Net increase (decrease) in cash and cash
equivalents (16,347) (1,299)
Cash and cash equivalents at beginning of
period 19,018 4,552
------------ ------------
Cash and cash equivalents at end of period $ 2,671 $ 3,253
============ ============
See accompanying Notes to Consolidated Financial Statements.
<PAGE>
Note 1. Accounting Policies and Basis of Presentation
Remington Oil and Gas Corporation is an independent oil and gas
exploration and production company incorporated in Delaware. Our oil and
gas properties are located in three areas, offshore Gulf of Mexico,
Mississippi/Alabama, and onshore Gulf Coast.
We prepared these financial statements according to the
instructions for Form 10-Q. Therefore, the financial statements do not
include all disclosures required by generally accepted accounting
principles. However, we have recorded all transactions and adjustments
necessary to fairly present the financial statements included in this
Form 10-Q. The adjustments made are normal and recurring. The following
notes describe only the material changes in accounting policies, account
details or financial statement notes during the first three months of
1999. Therefore, please read these financial statements and notes to the
financial statements together with the audited financial statements and
notes to financial statements in our 1998 Form 10-K. The income
statements for the three months ended March 31, 1999, cannot necessarily
be used to project results for the full year.
Note 2. Notes Payable
The indenture for the 8 1/4% Convertible Subordinated Notes
requires us to make an offer to purchase the notes if a "change in
control" occurs. The purchase price is the total of the par value plus
accrued interest through the date of purchase. In December 1998, we
replaced our two classes of common stock with one class of common stock.
The indenture defined this transaction as a "change in control," and we
made an offer to purchase the notes. In February 1999, we repurchased
$32.4 million of the notes outstanding following this offer. Of the
total amount of notes purchased by us in February 1999, we classified
$8.4 million as a short-term liability and the remainder as a long-term
liability because we refinanced this portion with long-term debt.
In February 1999, we replaced our existing line of credit with a
new line of credit from a different bank. The new line of credit with a
$50.0 million facility and a borrowing base of $32.0 million expires in
2003. We pledged our oil and gas properties as collateral for the new
line of credit. We will accrue and pay interest at varying rates based
on premiums of from 1.625 to 2.375 percentage points over the London
Interbank Offered Rates. On February 24, 1999, we borrowed $24.5 million
on this line of credit and used the proceeds to buy a portion of the
convertible notes.
Note 3. Related Party Transactions
The following information about related party transactions includes
the transactions between Remington Oil and Gas Corporation and S-Sixteen
Holding Company and its subsidiaries prior to the merger of the two
companies in December 1998. Before the merger, S-Sixteen Holding Company
owned approximately 57% of Remington's voting common stock. The primary
operating subsidiary, CKB Petroleum, Inc., owns an undivided interest in
a pipeline that transports oil from our South Pass blocks, offshore Gulf
of Mexico, to Venice, Louisiana. For the three months ended March 31,
1998, we paid transportation costs to CKB Petroleum, Inc. totaling
$844,000. In addition, Remington received interest income totaling
$159,000 and principal payments totaling $547,000 from S-Sixteen Holding
Company during the first quarter of 1998.
Note 4. Contingencies
Phillips Petroleum Litigation
We are engaged in litigation with Phillips Petroleum Company
concerning the Net Profits interest in South Pass block 89. In this
dispute, Phillips contends that pursuant to its 33% Net Profits interest
in South Pass block 89, it was entitled to receive an overriding royalty
for months in which "net profits" were not achieved; that an excessive
oil transportation fee was being charged to the Net Profits account; and
that the entire $69.6 million cash payment that had been received by OKC
Limited Partnership (our predecessor) from the 1990 settlement of
previous litigation between Texas Eastern and us, should have been
credited to the Net Profits account instead of the $5.8 million that was
credited. On the latter claim, Phillips seeks to receive in excess of
$21.5 million, while on the first two claims Phillips alleged aggregate
damages of several million dollars. In addition, Phillips, under the
Louisiana Mineral Code, is seeking double damages and cancellation of
the farm-out agreement that created the Net Profits interest. We denied
Phillips' claims and defended ourselves during a non-jury trial in April
1997. At trial, we asserted a counterclaim that Phillips had breached a
settlement agreement regarding previous litigation, and we sought to
recover damages in excess of $10.0 million.
In August 1998, the trial court ruled in the litigation. In its
ruling, the court awarded Phillips $1.6 million plus interest for its
overriding royalty claim and $9.3 million plus interest for its claim on
the 1990 settlement. The trial court dismissed Phillips' claim of
excessive transportation charges and its claims for double damages and
lease cancellation. The trial court also dismissed our counterclaim. In
October 1998, the trial court finalized its judgment. We have filed an
appeal on the overriding royalty claim of the judgment. The trial court
has required that we post a bond in order to prevent Phillips from
executing on the judgment pending appeal. The amount of the bond is
$18.0 million, 50% of which is collateralized by cash and a letter of
credit. During the pendency of the appeal, simple interest will continue
to accrue on the $10.9 million judgment. Phillips has filed an appeal of
all adverse portions of the judgment.
In connection with the proceeds from the termination of the Texas
Eastern gas sales contract, we filed a declaratory judgment action
against Phillips in federal district court in Dallas, Texas. In the
action we asked the court to declare that none of the $49.8 million we
received from the contract termination is owed to Phillips under the
farm-out agreement. In existing litigation in Collin County, Texas,
addressing the same issues that have been adjudicated by the Louisiana
court, Phillips has filed a counterclaim asserting that the proceeds of
the termination agreement should be credited to the Net Profits account.
In response to Phillips counterclaim, we have filed an amended petition
seeking a declaratory judgment that the termination proceeds need not be
credited to the Net Profits account. We agreed to dismiss our federal
court action, and the Collin County action is stayed pending resolution
of the Louisiana appeal. Certain possible outcomes of our current
litigation with Phillips Petroleum Company could have a material adverse
effect on Remington.
Minority Shareholders Litigation
Two individuals own a combined 5.8824% in two of our subsidiaries,
CKB Petroleum, Inc. and CKB & Associates, Inc. The two subsidiaries were
acquired when we merged with S-Sixteen Holding Company in December 1998.
The minority interest liability reflects their percentage of the total
combined equity in the two subsidiaries. Before the merger, the two
shareholders, who are former officers of the companies, filed suit
against S-Sixteen Holding Company and the two subsidiaries. In this suit
the plaintiffs allege that from 1981 to the present the defendants
wasted and/or misappropriated CKB Petroleum's corporate assets by paying
excessive and unreasonable salaries, bonuses and expenses, and by making
bogus loans and cash advances. The plaintiffs believe that the court
should reclassify these "improper" expenditures as "constructive"
dividends and that they should receive a pro-rata share of such
dividends. In addition, the plaintiffs also seek an equitable order from
the court compelling us to buy out their interest. We will vigorously
defend against all of these claims.
Minerals Management Service Issues
During the first quarter of 1999, the Minerals Management Service
informed us of certain audit issues. The issues involve alleged
underpaid royalties on the November 1990 gas contract settlement, the
use of FERC-approved tariffs for oil transportation allowances from our
South Pass blocks, and alleged underpaid crude oil royalties on our
South Pass blocks. We responded to their audit issue letters. In our
responses to the MMS's audit issue letters, we expressed our
disagreement with the positions set forth in their letters. In April
1999, the MMS issued orders to pay additional royalties related to two
of the issues. We intend to file Notices of Appeal and post the required
appeal bonds. In order to obtain the bonds, we have provided to the
surety additional collateral in the amount of $1.8 million cash. We
believe that we have meritorious defenses in these matters and intend to
vigorously defend against the orders. Certain possible outcomes of these
proceedings could have a material adverse effect on Remington.
We have no other material pending legal proceedings other than the
litigation mentioned above.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion will assist in the understanding our
financial position and results of operations. The information below
should be read in conjunction with the financial statements, the related
notes to financial statements and our Form 10-K for the year ended
December 31, 1998.
Our discussion contains both historical and forward-looking
information. We assess the risks and uncertainties about our business,
long-term strategy, and financial condition before we make any forward-
looking statements, but we cannot guarantee that our assessment is
accurate or that our goals and projections can or will be met.
Statements concerning results of future exploration, exploitation,
development and acquisition expenditures as well as expense and reserve
levels are forward-looking statements. We make assumptions about
commodity prices, drilling results, production costs, administrative
expenses and interest costs that we believe are reasonable based on
currently available information of known facts and trends.
This discussion is primarily an update to the Management's
Discussion and Analysis of Financial Condition and Results of Operations
included in the 1998 Form 10-K. We recommend that you read this
discussion in conjunction with the Form 10-K.
Our long-term strategy is to increase shareholder value by
economically increasing reserves, production, and cash flow on an annual
basis. At the same time, we believe it is important to maintain a strong
balance sheet by keeping our total debt at a manageable level. We will
balance our capital expenditures, financed primarily by operating cash
flow and bank debt, among exploration, development, and acquisitions.
Liquidity and Capital Resources
On March 31, 1999, our current liabilities exceeded our current
assets by $7.7 million. Excluding the Phillips judgment payable from
current liabilities and the related restricted cash and cash equivalents
from the current assets, results in our current assets exceeding our
current liabilities by $1.6 million. From December 31, 1998 to March 31,
1999, our current assets decreased by $15.5 million. Current assets
decreased primarily because we used cash to purchase a portion of the
8 1/4% Convertible Subordinated Notes and our capital expenditures
exceeded cash flow from operations during the first quarter of 1999.
Because of the merger and the exchange of our common stock in
December 1998, we were required to offer to purchase any tendered 8 1/4%
Convertible Subordinated Notes. Of the $38.4 million outstanding at
December 31, 1998, we were required to purchase $32.4 million on
February 25, 1999. We refinanced $24.0 million of the purchase with a
long-term bank line of credit and used cash to purchase the remaining
$8.4 million of the tendered notes.
Cash flow from operations decreased by $3.8 million primarily
because of lower oil and gas revenues during the first quarter of 1999.
Gas sales decreased by $3.7 million or 50%. Gas production from South
Pass block 89 was 233,000 Mcf lower during the first three months of
1999 compared to the same period in the prior year. The decrease in
production, which resulted from natural depletion of the reserves,
caused gas sales to be $2.0 million lower in 1999. In addition, the
average price received for gas from this block decreased from $8.68 per
Mcf during the first quarter of 1998 to $2.11 during the first quarter
of 1999 because in August 1998 we terminated the gas sales contract that
covered gas produced from this block. The lower average prices decreased
gas sales by $1.6 million. Oil prices, which averaged $9.15 per barrel
during the first quarter of 1999, were $3.60 per barrel lower compared
to the first quarter of 1998.
During the first quarter of 1999, we incurred capital expenditures
totaling $7.2 million. The capital expenditures included drilling a side
track on Main Pass block 262, starting the fourth exploration well on
Eugene Island block 135, completing High Island block 86 well #1 and
drilling two exploration wells in South Texas. During the second quarter
of 1999, we will incur costs to complete the two South Texas wells,
complete well D-9, continue drilling the Eugene Island block 135 well,
and begin drilling wells on several other prospects in the Gulf of
Mexico and Gulf Coast areas.
In February 1999, we replaced our existing line of credit with a
new line of credit from a different bank. The new line of credit with a
borrowing base of $32.0 million expires in 2003. We pledged our oil and
gas properties as collateral for the new line of credit. On February 24,
1999, we borrowed $24.5 million on this line of credit and used the
majority of the proceeds to buy a portion of the convertible notes. At
March 31, 1999, we had $5.5 million of unused borrowing base on the line
of credit. The bank will review the borrowing base semi-annually and may
increase or decrease the borrowing base relative to the redetermined
estimate of proved oil and gas reserves.
Year 2000 Issue
The year 2000 issue relates to computer programs written with two
digits defining a year rather than four. Computer programs that have
date-sensitive software may recognize a date using "00" as the year 1900
instead of 2000 or not at all. This inability to recognize or properly
treat the year 2000 may cause a breakdown of both information technology
and non-information technology systems and cause these systems to
process critical financial and operational information incorrectly. We
have assessed and continue to assess the year 2000 issue and its impact
on us, our partners, suppliers, vendors and customers. The year 2000
issue has a potential impact on us in several areas including, among
others, the ability to be paid for our oil and gas production, the
operations of the producing properties in which we hold an interest, the
ability to pay our vendors and suppliers, and the management of our
financial assets including cash and securities held with financial
institutions.
We currently receive payment for the majority of our oil and gas
production from two sources. While these two sources are currently
studying the year 2000 issue in order to develop systems to prevent
problems in payment processing, they have informed us that manual backup
systems exist so that even in the event that the computer software
fails, such failure would not result in a material delay in our
receiving payment for oil and gas production.
During the first quarter of 1999, we operated one of our oil and
gas properties. The property was not commercial, therefore, we have not
developed contingency plans relating to the year 2000 issue concerning
the operation of this property. We do not believe that any problem
relating to the year 2000 issue on this property will have a material
impact on our operations. The operators of our other properties are,
however, studying the year 2000 issue in connection with both the
information technology and non-information technology aspects of
operating the oil and gas properties. These operators have informed us
that they will develop systems sufficient to address any problems that
may arise. In addition the operators have informed us that manual back-
up systems exist in the event the computer software fails to adequately
address any problems. If, in the future, we act as operator on any other
oil or gas property, we anticipate that we will provide for adequate
systems to address any year 2000 issue.
We continue to assess our current oil and gas accounting system and
network operating software to determine if they are year 2000 compliant.
The company that provides our oil and gas accounting software has
informed us that that the system is year 2000 compliant. In June 1999,
we will assess our network system and individual computers and make any
repairs or upgrades as required at that time. In the event that the
network operating system fails due to a year 2000 problem, we believe
that our accounting system can operate on a stand-alone basis. We do not
believe that the year 2000 issue will materially affect our ability to
pay our vendors and suppliers or track our assets in the custody of
financial institutions. We do not believe that the cost of our
preparations or upgrades for any year 2000 issues or problems will be
material.
Results of Operations
Oil sales decreased $1.6 million during the three months ended
March 31, 1999, compared to the same period in the prior year. The
average sales price decreased from $12.75 per barrel to $9.15 per barrel
causing oil sales to be $1.2 million lower during the first quarter of
1999 compared to the first quarter of 1998. Total oil production
decreased by approximately 41,000 barrels which decreased the oil
revenues for the first quarter of 1999 by another $375,000 when compared
to the prior year. The decrease in oil production occurred primarily on
South Pass block 87 because production was shut down to mobilize the
drilling rig on the platform and because of natural depletion of the oil
reservoir.
Gas sales decreased $3.7 million during the first quarter of 1999
when compared to the first quarter of 1998. During the first quarter of
1998, we sold gas from South Pass block 89 at an average price of $8.68
per Mcf under a gas sales contract compared to an average sales price of
$2.11 per Mcf during the first quarter of 1999. The lower average sales
price caused gas sales to be $1.6 million lower while a 233,000 Mcf
decrease in production from this block caused gas sales to be $2.0
million lower. The decrease in gas production from South Pass block 89
resulted from the depletion of this reservoir. Excluding South Pass
block 89, our gas production for the first quarter of 1999 increased by
179,000 Mcf. This increase was offset by lower average gas prices. Our
other offshore Gulf of Mexico properties accounted for the increase in
gas production.
Transportation expense decreased by $709,000 during the first
quarter of 1999 because we purchased CKB Petroleum, Inc. in December
1998. CKB Petroleum, Inc. owns a partial interest in the pipeline that
transports oil from our offshore South Pass block to onshore Louisiana.
Net profits expense decreased by $1.4 million because of the lower oil
and gas revenue on South Pass block 89.
Exploration expense increased by $2.6 million because of dry hole
costs incurred during the first quarter of 1999 when we drilled a
sidetrack to an exploratory well on Main Pass block 262. The sidetrack
did not encounter commercial oil or gas reserves. Depreciation,
depletion and amortization expense decreased $1.6 million during the
first quarter of 1999 because of lower property costs subject to
depreciation, depletion and amortization on South Pass block 89. In
addition, oil and gas reserves on other offshore properties increased
which lowered the depreciation, depletion and amortization rate. The
lower depreciable basis on South Pass block 89 resulted from impairment
charges incurred in 1998 after we terminated our long-term gas sales
contract.
Interest and financing expense increased because we accelerated the
amortization of the offering costs on the 8 1/4% convertible
subordinated notes after we purchased approximately 85% of the
outstanding notes in February 1999.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Our market risk sensitive instrument at March 31, 1999, is a
revolving line of credit from a bank. At March 31, 1999, the unpaid
principal balance under the line was $26.5 million. The interest rate on
this debt is sensitive to market fluctuations, however, we do not
believe that significant fluctuations in the market rate of interest
have a material effect on our consolidated financial position, results
of operations, or cash flow from operations.
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Incorporated herein by reference is the discussion of litigation
set forth in Part I, Item 1, Notes to the Financial Statements - Note 4.
Contingencies of this Form 10-Q.
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
2.0+++ Agreement and Plan of Merger dated as of June 22, 1998,
by and between Remington Oil and Gas Corporation and S-Sixteen Holding
Company.
3.1* Certificate of Incorporation, as amended.
3.2.1+++ Certificate of Amendment of Certificate of Incorporation
of Remington Oil and Gas Corporation.
3.3### By-Laws as amended.
4.1* Form of Indenture Box Energy Corporation to United States
Trust Company of New York, Trustee, dated December 1, 1992, 8 1/4%
Convertible Subordinated Notes due December 1, 2002.
10.1* Farmout Agreement with Aminoil USA, Inc., effective May
1, 1977, dated May 9, 1977.
10.2* Transportation Agreement with CKB Petroleum, Inc. dated
March 1, 1985, as amended on April 19, 1989.
10.3* Agreement of Compromise and Amendment to Farmout
Agreement dated July 3, 1989.
10.4* 1992 Incentive Stock Option Plan of Box Energy
Corporation.
10.5** Pension Plan of Box Energy Corporation, effective April
16, 1992.
10.6# First Amendment to the Pension Plan of Box Energy
Corporation dated December 16, 1993.
10.7## Second Amendment to the Pension Plan of Box Energy
Corporation dated December 31, 1994.
10.8+ Form of Executive Severance Agreement dated as of
December 12, 1995 by and between Box Energy Corporation and key
employees.
10.9+ Form of Letter Agreement regarding severance benefits
dated as of December 12, 1995 by and between Box Energy Corporation and
employees not covered by Executive Severance Agreements.
10.10*** Amended and Restated Promissory Note between Box Energy
Corporation and Box Brothers Holding Company.
10.11*** Amended and Restated Pledge Agreement between Box Energy
Corporation and Box Brothers Holding Company.
10.12++ Agreement by and between Box Energy Corporation and James
A. Watt.
10.13*** Box Energy Corporation Severance Plan.
10.14*** Box Energy Corporation 1997 Stock Option Plan.
10.15*** Box Energy Corporation Non-Employee Director Stock
Purchase Plan.
10.16*** Form of Executive Employment Agreement, effective August
29, 1997, by and between Box Energy Corporation and two executive
officers.
11.1 Statement regarding Computation of Income per share.
27 Financial Data Schedule
(b) No Forms 8-K were filed during the quarter ended March 31, 1999.
- ---------------
* Incorporated by reference to the Company's Registration
Statement on Form S-2 (file number 33-52156) filed with the Commission
and effective on December 1, 1992.
** Incorporated by reference to the Company's Form 10-K (file
number 0-19967) for the fiscal year ended December 31, 1992 filed with
the Commission and effective on or about March 30, 1993.
# Incorporated by reference to the Company's Form 10-K (file
number 0-19967) for the fiscal year ended December 31, 1993 filed with
the Commission and effective on or about March 30, 1994.
## Incorporated by reference to the Company's Form 10-K (file
number 0-19967) for the fiscal year ended December 31, 1994 filed with
the Commission and effective on or about March 30, 1995.
+ Incorporated by reference to the Company's Form 10-K (file
number 0-19967) for the fiscal year ended December 31, 1995 filed with
the Commission and effective on or about April 1, 1996.
++ Incorporated by reference to the Company's Form 10-Q (file
number 1-11516) for the fiscal quarter ended June 30, 1997 filed with
the Commission and effective on or about August 12, 1997
*** Incorporated by reference to the Company's Form 10-K (file
number 1-11516) for the fiscal year ended December 31, 1997 filed with
the Commission and effective on or about March 30, 1998.
+++ Incorporated by reference to the Company's Registration
Statement on Form S-4 (file number 333-61513) filed with the Commission
and effective on November 27, 1998.
### Incorporated by reference to the Company's Form 10-K (file
number 1-11516) for the fiscal year ended December 31, 1998 filed with
the Commission and effective on or about March 30, 1999.
<PAGE>
SIGNATURES
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 thereunto duly authorized.
REMINGTON OIL AND GAS CORPORATION
Date: May 14, 1999 By: (James A. Watt)
----------------- ---------------------------------
James A. Watt
President and Chief Executive Officer
Date: May 14, 1999 By: (J. Burke Asher)
------------------ ---------------------------------
J. Burke Asher
Vice President/Finance
Remington Oil and Gas Corporation
Computation of Earnings per Share
Exhibit 11.1
(In thousands, except per share amounts)
For the Three Months Ended
March 31,
1999 1998
--------------------------
Net income (loss) available for basic
income per share $ (6,676) $ (1,995)
Interest expense on the Notes (net of
tax) (1) - -
--------------------------
Net income (loss) available for diluted
income per share $ (6,676) $ (1,995)
==========================
Basic income (loss) per share $ (0.31) $ (0.10)
==========================
Diluted income (loss) per share $ (0.31) $ (0.10)
==========================
Weighted average
Common Stock 21,247 -
Class A Stock - 3,222
Class B Stock - 17,129
--------------------------
Total common shares for basic income
(loss) per share 21,247 20,351
--------------------------
Dilutive stock options outstanding
(treasury stock method) (1) - -
Shares assumed issued by conversion of
the Notes (1) - -
--------------------------
Total common shares for diluted income
(loss) per share 21,247 20,351
==========================
(1) Non dilutive.
Potential increase to net income for diluted
income per share
Interest expense on Notes (net of tax) $ 341 $ 514
Potential issues of common stock for diluted
income per share
Weighted average stock options outstanding 1,226 562
Weighted average warrant outstanding 300 -
Weighted average shares issued assuming
conversion of Notes 2,342 3,488
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM REMINGTON
OIL AND GAS CORPORATION'S FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31,
1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000874992
<NAME> REMINGTON OIL AND GAS CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 2,671
<SECURITIES> 0
<RECEIVABLES> 3,574
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 17,400
<PP&E> 266,792
<DEPRECIATION> 171,809
<TOTAL-ASSETS> 113,364
<CURRENT-LIABILITIES> 25,075
<BONDS> 5,950
0
0
<COMMON> 213
<OTHER-SE> 52,830
<TOTAL-LIABILITY-AND-EQUITY> 113,364
<SALES> 6,389
<TOTAL-REVENUES> 7,448
<CGS> 11,186
<TOTAL-COSTS> 12,470
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,656
<INCOME-PRETAX> (6,678)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,676)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,676)
<EPS-PRIMARY> (0.31)
<EPS-DILUTED> (0.31)
</TABLE>
