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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington DC 20549

Form 10-Q

     
(Mark One)
   
þ
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended March 31, 2004
 
or
 
o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from           to

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 incorporation or organization)
  (IRS employer
identification no.)

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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).     Yes þ          No o

      There were 27,020,801 outstanding shares of Common Stock, $0.01 par value, on April 26, 2004.




REMINGTON OIL AND GAS CORPORATION

INDEX

               
Page

 PART I FINANCIAL INFORMATION
     Financial Statements     2  
     Condensed Consolidated Balance Sheets     2  
     Condensed Consolidated Statements of Income     3  
     Condensed Consolidated Statements of Cash Flows     4  
     Notes to Condensed Consolidated Financial Statements     5  
     Management’s Discussion and Analysis of Financial Condition and Results of Operations     8  
     Quantitative and Qualitative Disclosures About Market Risk     10  
     Controls and Procedures     10  
 PART II OTHER INFORMATION
     Legal Proceedings     11  
     Changes in Securities and Use of Proceeds     11  
     Defaults upon Senior Securities     11  
     Submission of Matters to a Vote of Security Holders     11  
     Other Information     11  
     Exhibits and Reports on Form 8-K     11  
 SIGNATURES     13  
 Certification of CEO Pursuant to Section 302
 Certification of PFO Pursuant to Section 302
 Certification of CEO Pursuant to Section 906
 Certification of PFO Pursuant to Section 906

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PART I     FINANCIAL INFORMATION

 
Item 1. Financial Statements

REMINGTON OIL AND GAS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS
                   
March 31, December 31,
2004 2003


(Unaudited)
(In thousands, except
share data)
ASSETS
Current assets
               
 
Cash and cash equivalents
  $ 22,069     $ 31,408  
 
Accounts receivable
    49,760       43,004  
 
Prepaid drilling costs
    346       476  
 
Prepaid expenses and other current assets
    3,045       2,370  
     
     
 
Total current assets
    75,220       77,258  
     
     
 
Properties
               
 
Oil and gas properties (successful-efforts method)
    634,947       609,599  
 
Other properties
    2,961       3,450  
 
Accumulated depreciation, depletion and amortization
    (347,437 )     (333,011 )
     
     
 
Total properties
    290,471       280,038  
     
     
 
Other assets
    1,883       2,089  
     
     
 
Total assets
  $ 367,574     $ 359,385  
     
     
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
               
 
Accounts payable and accrued liabilities
  $ 56,427     $ 58,266  
 
Note payable
    45       45  
     
     
 
Total current liabilities
    56,472       58,311  
     
     
 
Long-term liabilities
               
 
Notes payable
    10,000       18,000  
 
Asset retirement obligation
    13,131       12,446  
 
Deferred income taxes
    34,628       28,751  
     
     
 
Total long-term liabilities
    57,759       59,197  
     
     
 
Total liabilities
    114,231       117,508  
     
     
 
Commitments and contingencies (Note 6) 
               
Stockholders’ equity
               
 
Preferred stock, $.01 par value, 25,000,000 shares authorized, no shares outstanding
           
 
Common stock, $.01 par value, 100,000,000 shares authorized, 27,047,160 shares issued and 27,012,801 shares outstanding in 2004, 26,946,768 shares issued and 26,912,409 shares outstanding in 2003
    270       269  
 
Additional paid-in capital
    121,848       120,925  
 
Restricted common stock
    2,370       3,156  
 
Unearned compensation
    (1,341 )     (1,668 )
 
Retained earnings
    130,196       119,195  
     
     
 
Total stockholders’ equity
    253,343       241,877  
     
     
 
Total liabilities and stockholders’ equity
  $ 367,574     $ 359,385  
     
     
 

See accompanying Notes to Condensed Consolidated Financial Statements.

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REMINGTON OIL AND GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                   
Three Months Ended
March 31,

2004 2003


(Unaudited)
(In thousands, except
per share amounts)
Revenues
               
 
Oil sales
  $ 13,943     $ 13,653  
 
Gas sales
    32,114       28,651  
 
Other income
    106       33  
     
     
 
Total revenues
    46,163       42,337  
     
     
 
Costs and expenses
               
 
Operating
    6,048       4,392  
 
Exploration
    5,764       7,098  
 
Depreciation, depletion and amortization
    15,146       10,757  
 
General and administrative
    1,922       1,710  
 
Interest and financing
    228       400  
     
     
 
Total costs and expenses
    29,108       24,357  
     
     
 
Income before income taxes
    17,055       17,980  
 
Income tax expense
    6,054       6,293  
     
     
 
Net income
  $ 11,001     $ 11,687  
     
     
 
Basic income per share
  $ 0.41     $ 0.44  
     
     
 
Diluted income per share
  $ 0.39     $ 0.42  
     
     
 

See accompanying Notes to Condensed Consolidated Financial Statements.

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REMINGTON OIL AND GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     
Three Months Ended
March 31,

2004 2003


(Unaudited)
(In thousands)
Cash flow provided by operations
               
 
Net income
  $ 11,001     $ 11,687  
 
Adjustments to reconcile net income
               
   
Depreciation, depletion and amortization
    15,146       10,757  
   
Deferred income taxes
    6,054       6,293  
   
Amortization of deferred charges
    46       64  
   
Dry hole and impairment costs
    5,855       6,745  
   
Cash paid for dismantlement
    (22 )     (296 )
   
Stock based compensation
    362       419  
 
Changes in working capital
               
   
(Increase) in accounts receivable
    (6,754 )     (14,733 )
   
(Increase) in prepaid expenses and other current assets
    (387 )     (2,549 )
   
Increase (decrease) in accounts payable and accrued expenses
    (1,839 )     6,617  
     
     
 
 
Net cash flow provided by operations
    29,462       25,004  
     
     
 
 
Cash from investing activities
               
   
Capital expenditures
    (30,727 )     (24,614 )
     
     
 
 
Net cash (used in) investing activities
    (30,727 )     (24,614 )
     
     
 
 
Cash from financing activities
               
   
Payments on notes payable and other long-term payables
    (8,000 )     (267 )
   
Common stock issued
    162       63  
   
Purchase of treasury stock
    (236 )     (301 )
     
     
 
 
Net cash (used in) financing activities
    (8,074 )     (505 )
     
     
 
Net (decrease) in cash and cash equivalents
    (9,339 )     (115 )
 
Cash and cash equivalents at beginning of period
    31,408       14,929  
     
     
 
Cash and cash equivalents at end of period
  $ 22,069     $ 14,814  
     
     
 

See accompanying Notes to Condensed Consolidated Financial Statements.

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REMINGTON OIL AND GAS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
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 the offshore Gulf of Mexico and the 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 2004. 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 2003 Form 10-K. The income statements for the three months ended March 31, 2004, cannot necessarily be used to project results for the full year. We have made certain reclassifications to prior year financial statements in order to conform to current year presentations.

 
Note 2. Net Income per Share
                 
Three Months Ended
March 31,

2004 2003


(In thousands, except
per share amounts)
Net income
  $ 11,001     $ 11,687  
     
     
 
Basic income per share
  $ 0.41     $ 0.44  
     
     
 
Diluted income per share
  $ 0.39     $ 0.42  
     
     
 
Weighted average common stock
    26,975       26,340  
Dilutive stock options outstanding (treasury stock method)
    991       1,259  
Restricted common stock grant
    195       371  
     
     
 
Total weighted average common shares for diluted income per share
    28,161       27,970  
     
     
 

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REMINGTON OIL AND GAS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
Note 3. Stock Based Compensation

      The following table summarizes relevant information as to the reported results under our intrinsic value method of accounting for stock awards; with supplemental information as if the fair value recognition provisions of SFAS No. 123 had been applied:

                   
Three Months Ended
March 31,

2004 2003


(In thousands,
except per share
amounts)
As reported:
               
 
Net income
  $ 11,001     $ 11,687  
 
Basic income per share
  $ 0.41     $ 0.44  
 
Diluted income per share
  $ 0.39     $ 0.42  
Stock based compensation (net of tax at statutory rate of 35%) included in net income as reported
  $ 235     $ 272  
Stock based compensation (net of tax at statutory rate of 35%) if using the fair value method as applied to all awards
  $ 941     $ 746  
Pro forma (if using the fair value method applied to all awards):
               
 
Net income
  $ 10,295     $ 11,213  
 
Basic income per share
  $ 0.38     $ 0.43  
 
Diluted income per share
  $ 0.37     $ 0.40  
Weighted average shares used in computation
               
 
Basic
    26,975       26,340  
 
Diluted
    28,161       27,970  
 
Note 4. Pension Benefits
 
Components of Net Periodic Pension Benefit Cost.
                 
Three Months
Ended March 31,

2004 2003


(In thousands)
Service cost
  $ 148     $ 103  
Interest cost on projected benefit obligation
    93       81  
Expected return on plan assets
    (118 )     (88 )
Recognized net actuarial loss
    39       39  
Amortization of prior service costs
    1       1  
     
     
 
Net periodic pension benefit costs
  $ 163     $ 136  
     
     
 
 
Employer Contributions

      We disclosed in our financial statements for the year ended December 31, 2003, that we do not expect to make a contribution to the plans in 2004. During the three months ended March 31, 2004, we made no contributions to the plans. At this time we do not expect to make a contribution for 2004.

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REMINGTON OIL AND GAS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
Note 5. Notes Payable

      As of March 31, 2004, our credit facility of $150.0 million had a borrowing base of $100.0 million. Interest only is payable quarterly through May 3, 2006, at which time the line expires and all principal becomes due, unless the line is extended or renegotiated. As of April 26, 2004, we had $10.0 million borrowed under the facility. The banks review the borrowing base semi-annually and may decrease or propose an increase in the borrowing base relative to a redetermined estimate of proved oil and gas reserves. Our oil and gas properties are pledged as collateral for the line of credit. Additionally, we have agreed not to pay dividends.

 
Note 6. Contingencies

      We have no material pending legal proceedings.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

      The following discussion will assist in 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, 2003.

      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.

      This discussion is primarily an update to the Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2003 Form 10-K. We recommend that you read this discussion in conjunction with that Form 10-K.

      Our long-term strategy is to increase our oil and gas reserves and production while keeping our finding and development costs and operating costs (on a per Mcf equivalent (Mcfe) basis) competitive with our industry peers. We will implement this strategy through drilling exploratory and development wells from our inventory of available prospects that we have evaluated for geologic and mechanical risk and future reserve or resource potential. Our drilling program will contain some high risk/high reserve potential opportunities as well as some lower risk/lower reserve potential opportunities, in order to achieve a balanced program of reserve and production growth. Success of this strategy is contingent on various risk factors, as discussed in our filings with the Securities and Exchange Commission.

Liquidity and Capital Resources

      The following table summarizes our contractual obligations and commercial commitments as of March 31, 2004.

                                             
Payments Due by Period

Less Than 1-3 4-5 After
Total 1 Year Years Years 5 Years





(In thousands)
Contractual obligations
                                       
 
Bank debt
  $ 10,000     $     $ 10,000     $     $  
 
Interest and financing costs
    1,399       645       754              
 
Other note payable
    45       45                    
 
Office lease
    1,917       441       984       492        
     
     
     
     
     
 
   
Total
  $ 13,361     $ 1,131     $ 11,738     $ 492     $  
     
     
     
     
     
 

      On March 31, 2004, our current assets exceeded our current liabilities by $18.7 million. Our current ratio was 1.33 to 1. From December 31, 2003, to March 31, 2004, our current assets decreased by $2.0 million due primarily to capital expenditures and retirement of bank debt, partially offset by increased accounts receivable.

      Cash flow from operations increased by $4.5 million, or 18%, primarily because of higher oil and gas revenues during the first quarter of 2004 compared to the first quarter of 2003. Gas sales increased by $3.5 million, or 12%, and oil sales increased by $290,000, or 2%. The increases in sales revenue related primarily to higher gas production and higher average oil prices during the first quarter of 2004, partially offset by lower average gas prices compared to the prior year.

      During the first quarter of 2004, our capital expenditures totaled $30.7 million primarily in the Gulf of Mexico where we incurred costs to drill and complete wells and fabricate and install new platforms and facilities. We have budgeted $104.0 million for capital expenditures during 2004. This capital and exploration

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budget includes $56.0 million for 29 exploratory wells, $21.0 million for offshore platforms and development drilling, and $27.0 million for workovers and property and seismic acquisitions. Our capital budget assumes no exploratory completions or follow-up development activities on new discoveries. If we continue historical success rates, our budget will increase to $140.0 million to $150.0 million for the full year. We expect that our cash, estimated future cash flow from operations, and available bank line of credit will be adequate to fund these expenditures for the remainder of 2004.

      If our exploratory drilling results in significant new discoveries, we will have to acquire additional capital in order to finance the completion, development, and potential additional opportunities generated by our success. We believe that, because of the additional reserves resulting from the exploratory success and our record of reserve growth in recent years, we will be able to acquire sufficient additional capital through additional bank financing and/or offerings of debt or equity securities.

      As of March 31, 2004, our credit facility of $150.0 million had a borrowing base of $100.0 million. Interest only is payable quarterly through May 3, 2006, at which time the line expires and all principal becomes due, unless the line is extended or renegotiated. As of April 26, 2004, we had $10.0 million borrowed under the facility. The banks review the borrowing base semi-annually and may decrease or propose an increase in the borrowing base relative to a redetermined estimate of proved oil and gas reserves. Our oil and gas properties are pledged as collateral for the line of credit. Additionally, we have agreed not to pay dividends.

Results of Operations

      The following table reflects oil and gas revenues, production, and prices during the first quarter of 2004 compared to the first quarter of 2003.

                           
Three Months Ended
March 31,

% Increase
2004 (Decrease) 2003



(Dollars in thousands,
except unit prices)
Oil production volume (MBbls)
    413       (3 )%     426  
Oil sales revenue
  $ 13,943       2 %   $ 13,653  
Price per barrel
  $ 33.76       5 %   $ 32.05  
Increase (decrease) in oil sales revenue due to:
                       
 
Change in prices
  $ 728                  
 
Change in production volume
    (438 )                
     
                 
Total increase in oil sales revenue
  $ 290                  
     
                 
Gas production volume (MMcf)
    5,592       24 %     4,505  
Gas sales revenue
  $ 32,114       12 %   $ 28,651  
Price per Mcf
  $ 5.74       (10 )%   $ 6.36  
Increase (decrease) in gas sales revenue due to:
                       
 
Change in prices
  $ (2,793 )                
 
Change in production volume
    6,256                  
     
                 
Total increase in gas sales revenue
  $ 3,463                  
     
                 
Total production Mcfe
    8,070       14 %     7,061  
Price per Mcfe
  $ 5.71       (4 )%   $ 5.99  

      Oil sales revenue increased by $290,000, or 2%, because of higher average oil prices partially offset by slightly lower oil production. Natural depletion of existing properties was partially offset by an increase of 55,000 barrels of oil production from new properties in the offshore Gulf of Mexico.

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      Gas sales revenue increased by $3.5 million, or 12%, because total gas production increased by 1.1 Bcf, or 24%, which increased gas sales revenues by $6.3 million. Lower average gas prices partially offset the increased gas sales revenue from the higher production. Average gas prices decreased from $6.36 per Mcf in the first quarter of 2003 to $5.74 per Mcf, or 10%, for the same quarter in 2004, causing gas sales revenues to decrease by $2.8 million.

      The following table presents certain expense items per Mcf equivalent (Mcfe) of production. (Barrels of oil are converted to Mcfe at a ratio of one barrel equals six Mcf.)

                 
Three Months
Ended
March 31,

2004 2003


Operating costs and expenses
  $ 0.75     $ 0.62  
Depreciation, depletion and amortization
  $ 1.88     $ 1.52  
General and administrative expense*
  $ 0.24     $ 0.24  
Interest and financing expense
  $ 0.03     $ 0.06  

               
* Stock based compensation included in general and administrative expense
  $ 0.04     $ 0.06  

      Operating expenses increased by $1.7 million during the first quarter of 2004 compared to the prior year primarily because of workover operations on our Eugene Island Block 148 property during March 2004. In addition, we added new producing properties since the first quarter of 2003. Exploration expenses decreased by $1.3 million due to lower dry hole expense incurred during the first quarter of 2004 compared to 2003. Depreciation, depletion, and amortization including the amortization and accretion of the asset retirement obligation increased by $4.4 million, or 41%, primarily due to increased production from new producing properties and downward oil and gas reserve revisions as of January 1, 2004.

      General and administrative expenses did not change significantly. Interest and financing costs decreased due to a decrease in the total debt outstanding and lower weighted average rates. Income tax expense did not change significantly between the first quarter of 2004 and the first quarter of 2003. However, the effective rate increased slightly to provide for state income taxes.

 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
Interest Rate Risk

      Our revolving bank line of credit is sensitive to changes in interest rates. At March 31, 2004, the unpaid principal balance under the line was $10.0 million which approximates its fair value. The interest rate on this debt is based on a premium of 150 to 225 basis points over the London Interbank Offered Rate (“Libor”). The rate is reset periodically, usually every three months. If on March 31, 2004, Libor changed by one full percentage point (100 basis points) the fair value of our revolving debt would change by approximately $25,000. We have not entered into any interest rate hedging contracts.

 
Commodity Price Risk

      A vast majority of our production is sold on the spot markets. Accordingly, we are at risk for the volatility in the commodity prices inherent in the oil and gas industry. Occasionally we sell forward portions of our production under physical delivery contracts that by their terms cannot be settled in cash or other financial instruments. Such contracts are not subject to the provisions of Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities.” Accordingly, we do not provide sensitivity analysis for such contracts. We do not currently have any such contracts in place.

 
Item 4. Controls and Procedures

      As of the end of the period covered by this report, our management, including our Chief Executive Officer and our Principal Financial Officer, evaluated the effectiveness of our disclosure controls and

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procedures as defined in Exchange Act Rule 13a-15(e). Based on that evaluation, our management, including the Chief Executive Officer and the Principal Financial Officer, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. Further, during the period covered by this report, there was no significant change in internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II     OTHER INFORMATION

 
Item 1. Legal Proceedings

      We have no material pending legal proceedings.

 
Item 2. Changes in Securities and Use of Proceeds

      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:

         
  3 .1#   Certificate of Amendment of Certificate of Incorporation of Remington Oil and Gas Corporation.
  3 .3###   By-Laws as amended.
  10 .1***   Pension Plan of Remington Oil and Gas Corporation as Amended and Restated Effective January 1, 2000.
  10 .2***   Amendment Number One to the Pension Plan of Remington Oil and Gas Corporation.
  10 .3###   Amendment Number Two to the Pension Plan of Remington Oil and Gas Corporation.
  10 .4###   Amendment Number Three to the Pension Plan of Remington Oil and Gas Corporation.
  10 .5##   Amendment Number Four to the Pension Plan of Remington Oil and Gas Corporation.
  10 .6*   Box Energy Corporation Severance Plan.
  10 .7††   Box Energy Corporation 1997 Stock Option Plan. (as amended June 17, 1999 and May 23, 2001)
  10 .8*   Box Energy Corporation Non-Employee Director Stock Purchase Plan
  10 .9†   Form of Employment Agreement effective September 30, 1999, by and between Remington Oil and Gas Corporation and two executive officers.
  10 .10†   Form of Employment Agreement effective September 30, 1999, by and between Remington Oil and Gas Corporation and an executive officer.
  10 .11**   Employment Agreement effective January 31, 2000, by and between Remington Oil and Gas Corporation and James A. Watt.
  10 .12###   Form of Employment Agreement effective April 30, 2002, by and between Remington Oil and Gas Corporation and an executive officer.
  10 .13**   Form of Contingent Stock Grant Agreement — Directors.

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  10 .14**   Form of Contingent Stock Grant Agreement — Employees.
  10 .15**   Form of Amendment to Contingent Stock Grant Agreement — Directors.
  10 .16**   Form of Amendment to Contingent Stock Grant Agreement — Employees.
  31 .1†††   Certification of James A. Watt, Chief Executive Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31 .2†††   Certification of J. Burke Asher, Principal Financial Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  32 .1†††   Certification of James A. Watt, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  32 .2†††   Certification of J. Burke Asher, Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

      (b) Reports on Form 8-K

  On March 5, 2004 we filed a form 8-K including our press release for Financial and Operating Results for the Fourth Quarter and Full Year 2003 under Item 12. Results of Operations and Financial Condition.


 
* 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 on March 30, 1998.
 
** Incorporated by reference to the Company’s Form 10-K (file number 1-11516) for the fiscal year ended December 31, 1999 filed with the Commission on March 29, 2000.
 
*** Incorporated by reference to the Company’s Form 10-K (file number 1-11516) for the fiscal year ended December 31, 2001 filed with the Commission on March 21, 2002.
 
# 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 year ended December 31, 2002, filed with the Commission on March 31, 2003.
 
Incorporated by reference to the Company’s Form 10-Q (file number 1-11516) for the fiscal quarter ended September 30, 1999 filed with the Commission on November 12, 1999.
 
†† Incorporated by reference to the Company’s Form 10-Q (file number 1-11516) for the fiscal quarter ended September 30, 2001 filed with the Commission on November 9, 2001.
 
## Incorporated by reference to the Company’s Form 10-K (file number 1-11516) for the fiscal year ended December 31, 2003 filed with the Commission on March 11, 2004.
 
††† Filed herewith.

12


Table of Contents

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

  By:  /s/ JAMES A. WATT
 
  James A. Watt
  President and Chief Executive Officer

Date: April 27, 2004

  By:  /s/ J. BURKE ASHER
 
  J. Burke Asher
  Vice President/Finance

Date: April 27, 2004

13


Table of Contents

INDEX TO EXHIBITS

         
  3 .1#   Certificate of Amendment of Certificate of Incorporation of Remington Oil and Gas Corporation.
  3 .3###   By-Laws as amended.
  10 .1***   Pension Plan of Remington Oil and Gas Corporation as Amended and Restated Effective January 1, 2000.
  10 .2***   Amendment Number One to the Pension Plan of Remington Oil and Gas Corporation.
  10 .3###   Amendment Number Two to the Pension Plan of Remington Oil and Gas Corporation.
  10 .4###   Amendment Number Three to the Pension Plan of Remington Oil and Gas Corporation.
  10 .5##   Amendment Number Four to the Pension Plan of Remington Oil and Gas Corporation.
  10 .6*   Box Energy Corporation Severance Plan.
  10 .7††   Box Energy Corporation 1997 Stock Option Plan. (as amended June 17, 1999 and May 23, 2001)
  10 .8*   Box Energy Corporation Non-Employee Director Stock Purchase Plan
  10 .9†   Form of Employment Agreement effective September 30, 1999, by and between Remington Oil and Gas Corporation and two executive officers.
  10 .10†   Form of Employment Agreement effective September 30, 1999, by and between Remington Oil and Gas Corporation and an executive officer.
  10 .11**   Employment Agreement effective January 31, 2000, by and between Remington Oil and Gas Corporation and James A. Watt.
  10 .12###   Form of Employment Agreement effective April 30, 2002, by and between Remington Oil and Gas Corporation and an executive officer.
  10 .13**   Form of Contingent Stock Grant Agreement — Directors.
  10 .14**   Form of Contingent Stock Grant Agreement — Employees.
  10 .15**   Form of Amendment to Contingent Stock Grant Agreement — Directors.
  10 .16**   Form of Amendment to Contingent Stock Grant Agreement — Employees.
  31 .1†††   Certification of James A. Watt, Chief Executive Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31 .2†††   Certification of J. Burke Asher, Principal Financial Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  32 .1†††   Certification of James A. Watt, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  32 .2†††   Certification of J. Burke Asher, Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


 
* 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 on March 30, 1998.
 
** Incorporated by reference to the Company’s Form 10-K (file number 1-11516) for the fiscal year ended December 31, 1999 filed with the Commission on March 29, 2000.
 
*** Incorporated by reference to the Company’s Form 10-K (file number 1-11516) for the fiscal year ended December 31, 2001 filed with the Commission on March 21, 2002.
 
# 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 year ended December 31, 2002, filed with the Commission on March 31, 2003.
 
Incorporated by reference to the Company’s Form 10-Q (file number 1-11516) for the fiscal quarter ended September 30, 1999 filed with the Commission on November 12, 1999.
 
†† Incorporated by reference to the Company’s Form 10-Q (file number 1-11516) for the fiscal quarter ended September 30, 2001 filed with the Commission on November 9, 2001.
 
## Incorporated by reference to the Company’s Form 10-K (file number 1-11516) for the fiscal year ended December 31, 2003 filed with the Commission on March 11, 2004.
 
††† Filed herewith.