-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EZVL9sQWO1xOz3LbxviUp9MMxzRfttk3/jzuV7759gOAKmTXYKtT/j1v8boRXQW0 iKdr2vUxNNT53WJGsW0vPQ== 0000874992-98-000009.txt : 19980806 0000874992-98-000009.hdr.sgml : 19980806 ACCESSION NUMBER: 0000874992-98-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980805 SROS: NASD SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: REMINGTON OIL & GAS CORP CENTRAL INDEX KEY: 0000874992 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752369148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-11516 FILM NUMBER: 98677610 BUSINESS ADDRESS: STREET 1: 8201 PRESTON RD STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2148908000 MAIL ADDRESS: STREET 1: 8201 PRESTON RD STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75225-6211 FORMER COMPANY: FORMER CONFORMED NAME: BOX ENERGY CORP DATE OF NAME CHANGE: 19930328 10-Q 1 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 June 30, 1998 OR [ ] 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 (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 3,221,510 outstanding shares of Class A (Voting) Common Stock, $1 par value, on August 4,1998. There were also 17,147,298 outstanding shares of Class B (Non-Voting) Common Stock, $1 par value, on such date. Remington Oil and Gas Corporation INDEX PART I FINANCIAL INFORMATION 3 Item 1. Financial Statements 3 Condensed Balance Sheets as of June 30, 1998 and December 31, 1997 3 Condensed Statements of Income - Three and six months ended June 30, 1998 and 1997 4 Condensed Statements of Cash Flows - Six months ended June 30, 1998 and 1997 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II OTHER INFORMATION 15 Item 1. Legal Proceedings 15 Item 2. Changes in Securities 15 Item 3. Defaults upon Senior Securities 15 Item 4. Submission of Matters to a Vote of Security Holders 15 Item 5. Other Information 15 Item 6. Exhibits and Reports on Form 8-K 15 PART I FINANCIAL INFORMATION Item 1. Financial Statements Remington Oil and Gas Corporation Condensed Balance Sheets (In thousands, except share data) June 30, December 31, 1998 1997 ----------- ------------- Assets (Unaudited) Current assets Cash and cash equivalents $ 4,613 $ 4,552 Accounts receivable - oil and natural gas 4,445 5,725 Accounts receivable - other 304 268 Note receivable - S-Sixteen Holding Company 5,309 6,192 Prepaid expenses and other current assets 1,852 2,118 ----------- ------------- Total current assets 16,523 18,855 ----------- ------------- Properties Oil and natural gas properties (successful-efforts method) 235,223 220,481 Other properties 2,241 2,800 Accumulated depreciation, depletion and amortization (155,422) (144,548) ----------- ------------- Total properties 82,042 78,733 Other assets Deferred charges (net of accumulated amortization) 911 927 ----------- ------------- Total other assets 911 927 ----------- ------------- Total assets $ 99,476 $ 98,515 =========== ============= Liabilities and stockholders' equity Liabilities Current liabilities Accounts payable $ 8,391 $ 8,694 Accrued interest payable 264 264 Accrued transportation payable related party 274 305 Net Profits expense payable 932 594 Short-term notes payable 9,700 6,000 ----------- ------------- Total current liabilities 19,561 15,857 ----------- ------------- Convertible subordinated notes payable 38,371 38,371 ----------- ------------- Total Liabilities 57,932 54,228 ----------- ------------- Commitments and contingencies (Note 7) Stockholders' equity Common stock, $1.00 par value Class A (Voting) - 15,000,000 shares authorized, 3,250,110 shares issued 3,250 3,250 Class B (Non-Voting) - 30,000,000 shares authorized, 17,571,570 shares issued 17,572 17,553 Additional paid-in capital 25,283 25,197 Treasury stock, at cost, 28,600 shares Class A, and 424,272 shares Class B (3,161) (3,465) Retained earnings (1,400) 1,752 ----------- ------------- Total stockholders' equity 41,544 44,287 ----------- ------------- Total liabilities and stockholders' equity $ 99,476 $ 98,515 =========== ============= See accompanying Notes to Financial Statements. Remington Oil and Gas Corporation Condensed Statements of Income (Unaudited) (In thousands, except per share amounts)
Three Months Ended Six Months Ended June 30, June 30, 1998 1997 1998 1997 ---------- ---------- ---------- ---------- Revenues Oil sales $ 3,981 $ 5,270 $ 8,308 $ 10,533 Gas sales 7,427 10,635 14,755 21,406 Other income 648 1,062 1,500 2,255 ---------- ---------- ---------- ---------- Total revenues 12,056 16,967 24,563 34,194 Costs and expenses Operating costs and expenses 2,124 1,700 4,494 3,127 Net Profits interest expense 1,411 2,236 3,043 4,705 Exploration expenses 1,758 2,507 3,631 3,906 Depreciation, depletion and amortization 5,573 6,928 11,934 12,154 General and administrative 1,281 2,645 2,552 5,143 Reorganization expense - 435 - 638 Interest and financing expense 1,066 1,226 2,061 2,451 ---------- ---------- ---------- ---------- Total costs and expenses 13,213 17,677 27,715 32,124 ---------- ---------- ---------- ---------- Income (loss) before taxes (1,157) (710) (3,152) 2,070 ---------- ---------- ---------- ---------- Income tax expense (benefit) - (248) - 725 ---------- ---------- ---------- ---------- Net income (loss) $ (1,157) $ (462) $ (3,152) $ 1,345 ========== ========== ========== ========== Basic and diluted income per share $ (0.06) $ (0.02) $ (0.15) $ 0.06 ========== ========== ========== ========== Weighted average shares outstanding 20,387 20,668 20,370 20,735 ========== ========== ========== ========== See accompanying Notes to Financial Statements.
Remington Oil and Gas Corporation Condensed Statements of Cash Flows (Unaudited) (In thousands) Six Months Ended June 30, 1998 1997 --------- --------- Cash flow provided by operations Net income (loss) $ (3,152) $ 1,345 Depreciation, depletion and amortization 11,934 12,154 Amortization of deferred charges 120 130 Amortization of premium on marketable securities - 31 Deferred income tax expense (benefit) - 725 Dry hole and impaired property costs 1,255 1,981 Decrease in accounts receivable 1,244 1,817 Decrease (increase) in prepaid expenses and other current assets 266 (243) (Increase) in deferred charges (104) - Increase (decrease) in accounts payable and accrued expenses 4 (43) (Gain) loss on sale of properties (70) 56 --------- --------- Net cash flow provided by operations 11,497 17,953 --------- --------- Cash from investing activities Payments for capital expenditures (16,540) (11,677) Proceeds from property sales 112 288 --------- --------- Net cash used in investing activities (16,428) (11,389) --------- --------- Cash from financing activities Proceeds from notes payable 3,800 - Payments on notes payable (100) - Sales and maturities of marketable securities - 2,730 Investment in marketable securities - (597) Notes receivable - S-Sixteen Holding Company - (7,250) Principal repayments - S-Sixteen Holding Company 883 351 Common stock issued 409 - Repurchase common stock - (3,120) --------- --------- Net cash provided by financing activities 4,992 (7,886) --------- --------- Net increase (decrease) in cash and cash equivalents 61 (1,322) Cash and cash equivalents at beginning of period 4,552 2,997 --------- --------- Cash and cash equivalents at end of period $ 4,613 $ 1,675 ========= ========= See accompanying Notes to Financial Statements. Remington Oil and Gas Corporation Notes to Financial Statements Note 1. Accounting Policies and Basis of Presentation Remington Oil and Gas Corporation, a Delaware corporation (the "Company" or "Remington"), is an independent oil and gas exploration and production company. The Company's activities and properties are located in three core areas, offshore Gulf of Mexico, Mississippi/Alabama and onshore Gulf Coast. The financial statements are prepared according to the instructions to Form 10-Q and may not include all disclosures required for financial statements prepared in conformity with generally accepted accounting principles. The results of operations and financial position for the interim periods presented include all transactions and adjustments which management believes are necessary for fair presentation. All adjustments are of a normal recurring nature. The results of operations for the three and six months ended June 30, 1998, are not necessarily indicative of the results for the full year. The financial statements and related notes to the financial statements presented in this Form 10-Q should be read together with the audited financial statements of the Company for the year ended December 31, 1997. There were no material changes in the significant accounting policies, details of accounts or notes to the financial statements during the interim periods except as presented below. Note 2. Proposed Merger S-Sixteen Holding Company, a Delaware corporation ("SSHC"), owns 1,840,525 shares (approximately 57%) of the Class A (Voting) Common Stock ("Remington Class A Stock") of Remington and 294,643 shares of the Class B (Non-Voting) Common Stock ("Remington Class B Stock"). SSHC is owned by an entity controlled by Mr. J. R. Simplot of Boise, Idaho. On June 22, 1998, Remington and SSHC executed an Agreement and Plan of Merger under which SSHC will merge into Remington with Remington being the surviving corporation (the "Merger"). In addition, in connection with the Merger, Remington will convert its two classes of common stock into a single class (the "Conversion of Stock"). The Merger and the Conversion of Stock are hereinafter referred to as the "Transaction." Upon the consummation of the Transaction, the Company will exchange 1.15 shares of new voting common stock ("Remington Common Stock") for each share of outstanding Remington Class A Stock not directly owned by SSHC, 1 share of Remington Common Stock for each share of outstanding Remington Class B Stock not directly owned by SSHC and 72.329 shares of Remington Common Stock for each share of outstanding common stock in SSHC (the "Conversion of Stock"). After the Conversion of Stock, the sole stockholder of SSHC will own 2,785,028 shares of Remington Common Stock. In addition, SSHC's sole stockholder will receive a stock warrant to purchase up to 300,000 shares of Remington Common Stock at various prices, and the note payable to Remington by SSHC will be canceled. See Note 4. Note Receivable S- Sixteen Holding Company. The 1,840,525 shares of Remington Class A Stock and 88,668 shares of Remington Class B Stock owned directly by SSHC will be canceled as will the Remington Class A Stock and Remington Class B Stock held as treasury stock by Remington. A Special Meeting of Stockholders of the Company is planned for late summer or early fall to consider and vote upon the proposal to approve and adopt the Agreement and Plan of Merger. In addition, Mr. Simplot, who controls SSHC's sole stockholder, beneficially owns 2,845,000 shares of Remington Class B Stock, which will be converted into a like number of shares of Remington Common Stock pursuant to the Transaction. Thus, upon the consummation of the Transaction, Mr. Simplot and his affiliates (not including shares beneficially held by Mr. David H. Hawk and Mr. James Arthur Lyle, SSHC's nominees to Remington's Board of Directors) will beneficially own 5,630,028 shares of Remington Common Stock, representing approximately 27% of the outstanding class. One of the subsidiaries of SSHC that would be acquired by Remington as part of the Merger is CKB Petroleum, Inc. ("CKBP"), which currently transports all of the Company's oil production from the South Pass Area blocks in the Gulf of Mexico, to Venice, Louisiana. See Note 6. Related Party Transactions. Note 3. Subsequent Event On July 31, 1998, the Company and Texas Eastern Transmission Corporation ("TETCO") agreed to terminate the South Pass Block 89 long- term gas sales contract effective June 30, 1998 (the "TETCO Contract Termination"). TETCO made a Termination Payment (as defined in the agreement) to the Company in the amount of $49.8 million. As part of the termination agreement, TETCO was released from the gas purchase contract, including gas substitution and indemnification rights thereunder, as well as related indemnification and other obligations under a 1990 settlement agreement. Remington will sell all gas produced on and after July 1, 1998 from South Pass Block 89 on the spot market. Under the gas contract, which was to expire in July 2002, the Company was receiving $12.38 per Mcf for gas produced from the southern portion of South Pass Block 89 and $6.83 per Mcf for gas produced from the northern portion of the block, with the gas price escalating 10% per year. Gas sales revenue received under the long-term contract in excess of the average non contract spot market price for this block was $5.8 million for the first six months of 1998 and was estimated to be $4.3 million for the last six months of 1998. Approximately one-half of the value of the contract, as evaluated by the Company's independent reservoir engineers at January 1, 1998 was associated with a high risk and undrilled well location in the Company's U-1/1 reservoir. Reserves for this location were 78 MBbls and 3,141 MMcf at January 1, 1998. At June 30, 1998 the net capitalized cost remaining for South Pass Block 89 platform B was $7.4 million. The Company may incur an impairment charge because of the reduction in the price received for natural gas production from this block but the amount, if any, has not yet been determined. In the third quarter the Company will reassess the block in order to comply with Statement of Financial Accounting Standard ("SFAS") No. 121 entitled "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." The Company filed a declaratory judgment action against Phillips in federal district court in Dallas, Texas requesting the court to declare that none of the proceeds received from the TETCO Contract Termination are owed to Phillips by virtue of a 33% Net Profits interest in South Pass Block 89. Note 4. Note Receivable S-Sixteen Holding Company The Company extended the maturity date of the $6.95 million note receivable from SSHC, dated June 3, 1997, from May 29, 1998 to November 29, 1998. The balance on June 30, 1998 was $5.3 million. The note receivable will be canceled at the effective time of the Transaction. However, in accordance with the Agreement and Plan of Merger, SSHC will continue to make payments until such effective time. See Note 2. Proposed Merger. Note 5. Notes Payable Remington has $38.4 million of 8 1/4% Convertible Subordinated Notes ("Notes") outstanding on June 30, 1998. The Indenture for the Notes (the "Indenture") provides that if a "change in control" occurs, the Company shall, pursuant to the Indenture, offer to purchase on the 40th Business Day following the date on which such "change in control" occurs, any and all of the then outstanding Notes at a purchase price equal to 100% of the principal amount of the Notes, plus accrued but unpaid interest on the Notes. If the Merger takes place, a "change in control" will occur since the holders of a majority of the Remington Class A Stock immediately prior to the Transaction will not receive at least a majority of the voting common stock of the continuing or surviving corporation. See Note 2. Proposed Merger. Remington may not have sufficient cash to purchase all of the Notes tendered. In such event, the Company would have to explore other avenues for the means to purchase the tendered Notes including, but not limited to, obtaining bank financing and/or utilizing the public and private debt and equity markets. The Company anticipates that until the Phillips litigation in Louisiana state court is resolved, the case will continue to impede the Company's access to credit and capital markets, and the Company may also consider the sale or other disposition of assets. In addition, Remington's Board of Directors has the ability to withdraw the Company from the Transaction up until the effective time of the Transaction if the Board determines that the impact of the Transaction on the Company's liquidity is unacceptable to the Board. The due date of the Company's line of credit with a borrowing base of $10.0 million has been extended to September 1998. The line of credit was renewed in 1995, 1996 and 1997 and the Company expects to renew or replace this line of credit in September. The line of credit is collateralized by the Company's oil and gas properties. The balance on June 30, 1998 was $9.7 million, and letters of credit totaling $250,000 have been issued against this line of credit. On June 30, 1998, a violation of a negative covenant concerning the current ratio existed. The violation did not become an "Event of Default" as defined in the note agreement because it is not continuing. Note 6. Related Party Transactions SSHC controls approximately 57% of the outstanding Class A Stock of the Company and 94% of the outstanding shares of CKBP. Under both applicable law and Board of Directors' resolution, transactions with affiliates must be approved by the Board of Directors, be fair and reasonable to the Company and be on terms no less favorable to the Company than can be obtained from an unaffiliated party in an arm's- length transaction. CKBP owns a minority interest in the pipeline that transports oil from South Pass Area blocks in the Gulf of Mexico, to Venice, Louisiana. The pipeline tariff is $2.75 per barrel and is published with the Federal Energy Regulatory Commission. The rate is consistent with rates offered by unrelated parties from the South Pass Area to Venice. Transportation expense incurred and payable to CKBP was $863,000 and $825,000 for the three months ended June 30, 1998 and 1997, respectively and $1.7 million and $1.6 million for the six months ended June 30, 1998 and 1997, respectively. In April 1992, the Company acquired all of the assets and assumed all of the liabilities of OKC Limited Partnership (the "Partnership"). Under the Partnership Agreement, the general partners were entitled to advancement of litigation expenses if they were named parties to litigation in their capacity as general partners. Accordingly, the Company was obligated to advance litigation expenses to the general partners. In addition, the Company advanced litigation expenses on behalf of certain directors and officers of the Company in applicable situations. The litigation for which advancements were made has been either settled or dismissed. However, during the three and six months ending June 30, 1997, the Company advanced $57,000 and $73,000, respectively, on behalf of the above parties. Interest income accrued on the note receivable from SSHC was $139,000 and $283,000 for the three and six months ended June 30, 1998, respectively and $114,000 for the three months ended June 30, 1997. Principal payments received from SSHC during the same periods totaled $336,000, $883,000 and $351,000, respectively. The balance of the note receivable on June 30, 1998, was $5.3 million. See Note 4. Note Receivable - S-Sixteen Holding Company. During the three and six months ended June 30, 1998, the Company incurred executive search fees totaling $33,000 and $40,000, respectively, to Preng and Associates, Inc., an entity controlled by a member of the Board of Directors. Executive search fees paid to Preng and Associates, Inc. during the six months ended June 30, 1997 were $76,000. Note 7. Contingencies Phillips Petroleum Case The Company and Phillips Petroleum Company are engaged in a dispute concerning the Net Profits interest in South Pass Block 89. In this litigation, 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 the Partnership from the 1990 settlement of previous litigation 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 Louisiana Mineral Code, is seeking double damages and cancellation of the farmout agreement that created the Net Profits interest. Remington denies Phillips' claims and vigorously defended against them during a non-jury trial held in April 1997. In addition to contesting the claims of Phillips, the Company asserted a counterclaim at trial that Phillips had breached a settlement agreement regarding previous litigation between the parties and claimed damages in excess of $10.0 million. The parties presented oral arguments to the court on September 3, 1997 and are awaiting a ruling by the trial judge. Certain possible results of the Phillips Petroleum Case could have a material adverse effect on the Company. Statement of Financial Accounting Standards No. 5 entitled "Accounting for Contingencies" ("SFAS 5"), in pertinent part requires that a loss contingency be accrued if it is probable that a liability has been incurred and that the amount thereof can be reasonably estimated. The complexities of the Phillips case are such that the Company is unable to determine whether the probability exists that a liability has been incurred. Further, the Company cannot reasonably estimate the amount of any possible adverse outcome. Accordingly, no loss contingency accrual can be made at this time in accordance with SFAS 5. Other Contingencies The Company is not a party to any material pending legal proceedings other than the foregoing. Note 8. Comprehensive Income Effective January 1, 1998, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 130 entitled "Reporting Comprehensive Income." The statement establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. For the three and six months ended June 30, 1998 and 1997, comprehensive income includes net income (loss) and unrealized gains on marketable securities. The impact of adopting SFAS No. 130 is as follows: Three Months Ended Six Months Ended June 30, June 30, ------------------ ------------------ 1998 1997 1998 1997 -------- ------- -------- ------ Net income (loss) $(1,157) $ (710) $(3,152) $1,345 Unrealized gain on marketable securities - 196 - 54 -------- ------- -------- ------ Net comprehensive income (loss) $(1,157) $ (514) $(3,152) $1,399 ======== ======= ======== ====== Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion will assist in the understanding of the Company's 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 the Company's Form 10-K for the year ended December 31, 1997. This discussion contains historical information and certain forward-looking statements that involve risks and uncertainties about the business, long-term strategy, financial condition and future of the Company. Statements concerning results of future exploration, exploitation, development and acquisition expenditures and expense and reserve levels are forward-looking statements. These statements are based on assumptions concerning commodity prices, drilling results and production, and administrative and interest costs that management believes are reasonable based on currently available information of known facts and trends. In addition, statements concerning the Transaction, as defined below, are forward-looking statements and include the assumption by management that the Transaction will be consummated. Management's assumptions and the Company's future performance are both subject to a wide range of business risks and there is no assurance that these goals and projections can or will be met. Remington Oil and Gas Corporation (the "Company" or "Remington") is an independent oil and gas exploration and production company. The activities and properties of the Company are located in the offshore Gulf of Mexico, onshore Gulf Coast and Mississippi/Alabama. The long- term strategy is to economically increase reserves, production, and cash flow on an annual basis, resulting in increased shareholder value. Capital expenditures financed primarily by operating cash flow and bank debt will entail a balanced exploration, development and acquisition program. S-Sixteen Holding Company, a Delaware corporation ("SSHC"), owns 1,840,525 shares (approximately 57%) of the Class A (Voting) Common Stock ("Remington Class A Stock") of Remington and 294,643 shares of the Class B (Non-Voting) Common Stock ("Remington Class B Stock"). SSHC is owned by an entity controlled by Mr. J.R. Simplot of Boise, Idaho. On June 22, 1998, Remington and SSHC executed an Agreement and Plan of Merger under which SSHC will merge into Remington with Remington being the surviving corporation (the "Merger"). In addition, in connection with the Merger, Remington will convert its two classes of common stock into a single class (the "Conversion of Stock"). The Merger and the Conversion of Stock are hereinafter referred to as the "Transaction". Upon the consummation of the Transaction, the Company will exchange 1.15 shares of new voting common stock ("Remington Common Stock") for each share of outstanding Remington Class A Stock not directly owned by SSHC, 1 share of Remington Common Stock for each share of outstanding Remington Class B Stock not directly owned by SSHC and 72.329 shares of Remington Common Stock for each share of outstanding common stock in SSHC (the "Conversion of Stock"). After the Conversion of Stock, the sole stockholder of SSHC will own 2,785,028 shares of Remington Common Stock. In addition, SSHC's sole stockholder will receive a stock warrant to purchase up to 300,000 shares of Remington Common Stock at various prices and the note payable to Remington by SSHC will be canceled. The 1,840,525 shares of Remington Class A Stock and 88,668 shares of Remington Class B Stock owned directly by SSHC will be canceled as will the Remington Class A Stock and Remington Class B Stock held as treasury stock by Remington. A Special Meeting of Stockholders of the Company is planned for late summer or early fall to consider and vote upon the proposal to approve and adopt the Agreement and Plan of Merger. In addition, Mr. Simplot, who controls SSHC's sole stockholder, beneficially owns 2,845,000 shares of Remington Class B Stock which will be converted into a like number of shares of Remington Common Stock pursuant to the Transaction. Thus, upon the consummation of the Transaction, Mr. Simplot and his affiliates (not including shares beneficially held by Mr. David H. Hawk and Mr. James Arthur Lyle, SSHC's nominees to Remington's Board of Directors) will beneficially own 5,630,028 shares of Remington Common Stock, representing approximately 27% of the outstanding class. One of the subsidiaries of SSHC that would be acquired by Remington as part of the Merger is CKB Petroleum, Inc. ("CKBP"), which currently transports all of the Company's oil production from the South Pass Area blocks in the Gulf of Mexico, to Venice, Louisiana. On July 31, 1998, the Company and Texas Eastern Transmission Corporation ("TETCO") agreed to terminate the South Pass Block 89 long- term gas sales contract effective June 30, 1998. TETCO made a Termination Payment (as defined in the agreement) to the Company in the amount of $49.8 million (the "TETCO Contract Termination"). As part of the termination agreement, TETCO was released from the gas purchase contract, including gas substitution and indemnification rights thereunder, as well as related indemnification and other obligations under a 1990 settlement agreement. Remington will sell all gas produced on and after July 1, 1998 from South Pass Block 89 on the spot market. Under the gas contract, which was to expire in July 2002, the Company was receiving $12.38 per Mcf for gas produced from the southern portion of South Pass Block 89 and $6.83 per Mcf for gas produced from the northern portion of the block, with the gas price escalating 10% per year. Gas sales revenue received under the long-term contract in excess of the average non contract spot market price for this block was $5.8 million for the first six months of 1998 and was estimated to be $4.3 million for the last six months of 1998. Approximately one-half of the value of the contract, as evaluated by the Company's independent reservoir engineers at January 1, 1998, was associated with a high risk and undrilled well location in the Company's U-1/1 reservoir. Reserves for this location were 78 MBbls and 3,141 MMcf at January 1, 1998. At June 30, 1998, the net capitalized cost remaining for South Pass Block 89 platform B was $7.4 million. The Company may incur an impairment charge as a result of the reduction in the price received for natural gas production from this block but the amount, if any, has not yet been determined. In the third quarter the Company will reassess the block in order to comply with Statement of Financial Accounting Standard ("SFAS") No. 121 entitled "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." Gas sales revenue from this block accounted for approximately 32% of the Company's total revenue. However, the Company has observed a steady decline in production from Well B-20S. Production from Well B- 20S, which is from the U-1/1 reservoir, accounts for a significant portion of the total gas production from this block. Current estimates have the well fully depleted during the first or second quarter of 1999. In the past, the long-term gas sales contract provided some protection against significant decreases in market prices for gas production. However, after the TETCO Contract Termination the Company revenues, net income and cash flow provided by operations will be fully affected by the market fluctuations in oil and gas prices. Two recently issued SFAS's have been or will be adopted by the Company in 1998; SFAS No. 130 entitled "Reporting Comprehensive Income" and SFAS No. 131 entitled "Disclosures about Segments of an Enterprise and Related Information." SFAS No. 130 requires the Company to report "comprehensive income" and its components in the financial statements. Comprehensive income represents changes in the stockholders' equity accounts other than for items required by accounting standards to be reported as direct adjustments to paid-in-capital, retained earnings or other non-income equity accounts during the reporting period. Such changes include net income as well as other charges and credits to stockholders' equity accounts that are excluded from net income. The effects of SFAS No. 130 are summarized in Note 8 of Notes to the Financial Statements - Comprehensive Income. SFAS No. 131 will be adopted in December of 1998. This statement establishes standards for reporting information about operating segments and related disclosures about products and services, geographic areas, and major customers. This statement is not anticipated to have a material impact on the Company's financial disclosures. Liquidity and Capital Resources The Company's balance sheet liquidity decreased during the first six months of 1998. At December 31, 1997, current assets exceeded current liabilities by $3.0 million and the current ratio was approximately 1.2 to 1. At June 30, 1998, the Company's current liabilities exceeded current assets by $3.0 million and the current ratio was 0.84 to 1. The decrease in liquidity resulted primarily from the excess of capital expenditures over the net cash flow from operations. The Company's liquidity increased significantly on July 31, 1998 after receiving $49.8 million from the TETCO Contract Termination. Cash flow from operations for the first six months of 1998 decreased $6.4 million, or 35%, compared to the first six months of 1997, primarily because of a 21% decrease in oil sales revenue and a 31% decrease in gas sales revenue. Although total oil production increased 25% or 138,000 barrels, average oil prices for the first six months of 1998 were $11.97 per barrel compared to $18.93 per barrel during the first six months of 1997. In addition, gas sales revenue from South Pass Blocks 86 and 89 platforms B and C decreased $7.9 million during the first six months of 1998 compared to the same period in the prior year. The decrease resulted from lower gas production from these platforms of 879,000 Mcf. Throughout the year, the Company has financed capital expenditures through cash flow from operations and bank debt. Although management decreased its capital and exploration budget by 20% for 1998 due to the lower oil prices and the resulting lower net cash flow from operations, the Company was committed to significant capital expenditures for the first six months of 1998. Drilling and completion costs incurred during the first six months of 1998 for West Cameron Block 170, Eugene Island Block 135 and Parker Creek totaled $10.3 million or 62% of the total capital expenditures. Other capital expenditures included $2.7 million in the onshore Gulf Coast area, $1.7 million on Main Pass Block 262, $1.2 million in the Mississippi/Alabama area and $524,000 for unproved property acquisitions. Capital expenditures in the Gulf Coast area included a $1.6 million acquisition in Lavaca County, Texas. The Company expects to complete the exploratory well drilled on Main Pass Block 262, but has yet to fully evaluate the results of drilling operations. Other capital expenditures in the Mississippi/Alabama area included drilling costs totaling $866,000 for a non-commercial well in Wayne County, Mississippi. The Company is committed to an additional well in South Pass Block 87 and has budgeted capital expenditures for another well in South Pass Block 87, a side track or a new well in South Pass Block 89, additional development expenditures for West Cameron Block 170, additional development wells in the Parker Creek Field and exploration drilling in the onshore Gulf Coast. The approved budget for capital expenditures for 1998 totaled $35.0 million. Sources of cash other than from operations include the repayment of the note receivable by SSHC through August 1998. After the Transaction, CKBP will become a subsidiary of the Company and the cash paid for transportation will remain in the consolidated companies. If the Transaction is not approved by Remington stockholders, SSHC will be required to continue to repay the note receivable as scheduled. The Company's existing line of credit with a current borrowing base of $10.0 million expires in September 1998. The Company anticipates renewing or replacing this line again in 1998. The Company has borrowed $9.7 million and has issued letters of credit totaling $250,000 against this line of credit. On June 30, 1998, a violation of a negative covenant concerning the current ratio existed. The violation did not become an "Event of Default" as defined in the note agreement because it is not continuing. The Transaction will cause a "change in control" as defined in the Indenture to the Notes ("Indenture"). The Indenture provides that in the event a "change in control" occurs, the Company shall, by way of an offer, purchase any tendered Notes on the 40th Business Day following the date on which such "change in control" occurs, at a purchase price equal to 100% of the principal amount of the Notes, plus accrued but unpaid interest on the Notes. Remington may not have sufficient cash to purchase all of the Notes tendered. In such event, the Company would have to explore other avenues for the means to purchase the tendered Notes including, but not limited to, obtaining bank financing and/or utilizing the public and private debt and equity markets. The Company anticipates that until the Phillips litigation in Louisiana state court is resolved, the case will continue to impede the Company's access to credit and capital markets, and the Company may also consider the sale or other disposition of assets. In addition, Remington's Board of Directors has the ability to withdraw the Company from the Transaction up until the effective time of the Transaction if the Board determines that the impact of the Transaction on the Company's liquidity is unacceptable to the Board. The Company and Phillips Petroleum Company are engaged in a dispute concerning the Net Profits interest in South Pass Block. In this litigation, 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 the Partnership from the 1990 settlement of previous litigation should have been credited to the Net Profits account instead of the $5.8 million that was credited. Phillips seeks to receive in excess of $43.0 million for its claims. In addition, Phillips, under Louisiana Mineral Code, is seeking double damages and cancellation of the farmout agreement that created the Net Profits interest. Remington denies Phillips' claims and vigorously defended against them during a non-jury trial held in April 1997. In addition to contesting the claims of Phillips, the Company asserted a counterclaim at trial that Phillips had breached a settlement agreement regarding previous litigation between the parties and claimed damages in excess of $10.0 million. The parties presented oral arguments to the court on September 3, 1997 and are awaiting a ruling by the trial judge. The Company filed a declaratory judgment action against Phillips in federal district court in Dallas, Texas requesting the court to declare that none of the proceeds received from the TETCO Contract Termination are owed to Phillips by virtue of a 33% Net Profits interest in South Pass Block 89. Certain possible results of the Phillips litigation and the Company's declaratory judgment action if not successful, could have a material adverse effect on Remington. Results of Operations The following table summarizes oil and gas production by area and average prices for the three and six months ended June 30, 1998 and 1997.
Three Months Ended Six Months Ended June 30, June 30, ------------------ ---------------- 1998 1997 1998 1997 ------ ------ ------ ------ Production Oil MBbls Offshore Gulf of Mexico 275 249 536 483 Mississippi/Alabama 53 48 102 66 Onshore Gulf Coast 24 3 52 3 Other 3 2 4 4 ------ ------ ------ ------ Total oil production 355 302 694 556 ====== ====== ====== ====== Gas MMcf Offshore Gulf of Mexico 1,761 2,063 3,313 3,864 Mississippi/Alabama - 2 - - Onshore Gulf Coast 205 73 451 74 Other 3 7 4 - ------ ------ ------ ------ Total gas production 1,969 2,145 3,768 3,938 ====== ====== ====== ====== Average Prices Oil (per barrel) $11.22 $17.45 $11.97 $18.93 Gas (per Mcf) $ 3.77 $ 4.96 $ 3.92 $ 5.44
The Company recorded a net loss for the three and six months ended June 30, 1998 of $1.2 million and $3.2 million compared to a net loss for the three months ended June 30, 1997 of $462,000 and net income for the six months ended June 30, 1997 of $1.3 million. Lower average oil prices and lower gas production from South Pass Block 89 combined to reduce total revenues by $4.9 million or 29% and by $9.6 million, or 28%, for the three and six-month periods. Lower total revenues were offset by a reduction in total costs and expenses of $4.5 million, or 25%, and $4.4 million, or 14%, for the three and six-month periods. The lower average oil prices caused oil revenues to decrease $2.0 million for the three months ended June 30, 1998 compared to the three months ended June 30, 1997 and $4.4 million for the six months ended June 30, 1998 compared to the six months ended June 30, 1997. Additional oil sales revenue from the increase in oil production offset the lower oil sales revenue caused by lower prices by $650,000 and 2.1 million for the three and six months ended June 30, 1998 compared to the same periods in 1997. Oil production increased by approximately 18% and 25% for the three and six months ended June 30, 1998 compared to the same periods in the prior year. Oil production from the Gulf of Mexico increased as a result of production from the three wells on Eugene Island Block 135 and a net increase from the four South Pass area blocks. Production from Eugene Island Block 135 began in the third quarter of 1997 from a single well. Oil production from the Parker Creek field in the Mississippi/Alabama area increased by 5,000 barrels and 33,000 barrels for the three and six months ended June 30, 1998 compared to the same periods in 1997. Oil production in the onshore Gulf Coast area increased as a result of the third and fourth quarter acquisitions of oil and gas properties in South Texas. Gas sales revenues decreased $3.2 million and $6.7 million for the three and six months ended June 30, 1998 compared to the three and six months ended June 30, 1997. The decrease is the result primarily of lower natural gas production from South Pass Block 89 and Main Pass Block 262 partially offset by an increase in natural gas production from South Pass Block 87, Eugene Island Block 135 and the Gulf Coast area. Prior to the TETCO Contract Termination, gas production from South Pass Block 89 was sold under a long-term gas sales contract. The total volume of gas sold under the long-term contract was 422,000 Mcf and 891,000 Mcf for the three and six months ended June 30, 1998 compared to 831,000 Mcf and 1.6 Bcf for the three and six months ended June 30, 1997. The decrease is primarily related to the depletion of Well B-20S that is producing in the U-sand reservoir. Gas sales revenue related to the long-term contract decreased $3.9 million and $7.5 million for the three and six months ended June 30, 1998 compared to the same periods in the prior year. Gas sales revenue from the non-contract gas increased $650,000 and $848,000 for the three and six months ended June 30, 1998 compared to the same periods in the prior year. Excluding the gas production sold from South Pass Block 89, gas production for the three and six months ended June 30, 1998 increased 18% and 25% compared to the prior year. This increase in non-contract gas production increased gas sales revenue by $537,000 and $1.5 million for the three and six months ended June 30, 1998 compared to the same periods in the prior year. Although the overall average price decreased for the three and six months ended June 30, 1998 compared to the prior year, the reduction is caused by the lower gas production from South Pass Block 89 as a percentage of the total volume of gas sold. Spot gas prices for the three months ended June 30, 1998 were $0.08 per Mcf higher than for the three months ended June 30, 1997, which increased gas sales revenue by $124,000. However, for the six months ended June 30, 1998 compared to the six months ended June 30, 1997 the average spot gas price decreased by $0.24 per Mcf which partially offset the increase from non-contract gas production by $690,000. Other income decreased 39% and 33% for the three and six months ended June 30, 1998 compared to the same periods in 1997 because of the lower amount of interest income received during 1998. Interest income decreased because of the lower cash, cash equivalents and marketable securities in 1998 compared to the first six months of 1997. Operating costs increased 25% for the three months ended June 30, 1998 and 44% for the first six months of 1998 compared to the same periods in the prior year. The operating expenses increased because of new producing properties and rig stack charges incurred on South Pass Block 89 Platform B. Net profits expense decreased $825,000, or 37%, and $1.7 million, or 35%, for the three and six months ended June 30, 1998 compared to the same periods in the prior year because of the lower oil and gas revenue on South Pass Block 89. Exploration expenses decreased $749,000, or 30%, for the three months ended June 30, 1998 compared to June 30, 1997 because of lower 2-D and 3-D seismic costs. Depreciation depletion and amortization decreased 20% during the three months ended June 30, 1998 compared to the three months ended June 30, 1997 as a result of upward revisions to proved developed producing oil and gas reserves at June 30, 1998 for South Pass Block 89 platform B and Eugene Island Block 135. The upward revision decreased the current depreciation depletion and amortization rate, which is calculated using the units-of-production method. The Company increased the estimated net proved producing oil and gas reserves for South Pass Block 89, because Well B-20S had overproduced the original estimated proved producing oil reserves at January 1, 1998. In addition, the Company added proved developed oil and gas reserves associated with Well A-3 on Eugene Island Block 135. Also included in the second quarter and first six months of 1998 are impairment charges for unproved leasehold costs totaling $440,000. General and administrative expenses decreased 52% and 50% for the three and six months ended June 30, 1999 compared to the same periods in the prior year. The decrease results from lower legal costs, primarily the Phillips Petroleum litigation and lower employee costs. Reorganization expense incurred during the second quarter and first six months of 1997 includes the payment of severance benefits to employees that either resigned or were terminated during those periods. Interest expense decreased $160,000, or 13%, and $390,000, or 16%, for the three and six months ended June 30, 1998 compared to the same period in the prior year because of the repurchase by the Company of $16.7 million of the outstanding Notes in October 1997. The lower interest expense that resulted from the lower amount of Notes outstanding was partially offset by increased interest expense on the increased bank line of credit balance outstanding for the second quarter and first half of 1998. PART II OTHER INFORMATION Item 1. Legal Proceedings Incorporated herein by this reference is the discussion of litigation set forth in Part I, Item 1. Notes to the Financial Statements - Note 7. 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: 3.1* Certificate of Incorporation, as amended. 3.2 ### Certificate of Amendment of Certificate of Incorporation of Box Energy 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* Amended and Restated Certificate and Articles of Limited Partnership of OKC Limited Partnership. 10.2* Restatement and Amendment of Gas Purchase Contract dated July 15, 1982, as amended October 5, 1982, December 21, 1982, and December 26, 1984. 10.3* Assignment of Lease, dated May 26, 1977. 10.4* Oil and Gas Lease of Submerged Lands under the Outer Continental Shelf Lands Act dated July 1, 1967, covering all of Block 89, South Pass Area and East Addition by the United States of America, as Lessor, dated July 1, 1967, said lease having been assigned to Box Energy Corporation as of April 15, 1992. 10.5* Oil and Gas Lease of Submerged Lands under the Outer Continental Shelf Lands Act dated July 1, 1967, covering all of Block 86, South Pass Area and East Addition by the United States of America, as Lessor, dated July 1, 1983, said lease having been assigned to Box Energy Corporation as of April 15, 1992. 10.6* Oil and Gas Lease of Submerged Lands under the Outer Continental Shelf Lands Act dated July 1, 1967, covering all of Block 87, South Pass Area and East Addition by the United States of America, as Lessor, dated September 1, 1985, said lease having been assigned to Box Energy Corporation as of April 15, 1992. 10.7* Farmout Agreement with Aminoil USA, Inc., effective May 1, 1977, dated May 9, 1977. 10.8* Transportation Agreement with CKB Petroleum, Inc. dated March 1, 1985, as amended on April 19, 1989. 10.9* Agreement of Compromise and Amendment to Farmout Agreement dated July 3, 1989. 10.10* Settlement Agreement with Texas Eastern Transmission Corporation dated November 14, 1990. 10.11* Guarantee of Panhandle Eastern Corporation dated November 21, 1990. 10.12* Bill of Sale and Assumption of Obligations from OKC Limited Partnership dated April 15, 1992. 10.13* Asset Purchase Agreement dated April 15, 1992. 10.14* 1992 Incentive Stock Option Plan of Box Energy Corporation. 10.15** Pension Plan of Box Energy Corporation, effective April 16, 1992. 10.16# First Amendment to the Pension Plan of Box Energy Corporation dated December 16, 1993. 10.17## Second Amendment to the Pension Plan of Box Energy Corporation dated December 31, 1994. 10.18+ Form of Executive Severance Agreement dated as of December 12, 1995 by and between Box Energy Corporation and key employees. 10.19+ 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. 10.20*** Amended and Restated Promissory Note between Box Energy Corporation and Box Brothers Holding Company. 10.21*** Amended and Restated Pledge Agreement between Box Energy Corporation and Box Brothers Holding Company. 10.22*** Agreement by and between Box Energy Corporation and James A. Watt. 10.23### Box Energy Corporation Severance Plan. 10.24### Box Energy Corporation 1997 Stock Option Plan. 10.25### Box Energy Corporation Non-Employee Director Stock Purchase Plan. 10.26### 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 June 30, 1998. - ---------- * 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-K (file number 1-11516) for the fiscal year ended December 31, 1996 filed with the Commission and effective on or about March 31, 1997. *** 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. 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: August 5, 1998 By: (James A. Watt) --------------- ---------------------------------- James A. Watt President and Chief Executive Officer Date: August 5, 1998 By: (J. Burke Asher) --------------- ---------------------------------- J. Burke Asher Vice President/Finance EX-11.1 2 Remington Energy Corporation Computation of Earnings per Share Exhibit 11.1 (In thousands, except per share amounts)
Three Months Ended Six Months Ended June 30, June 30, 1998 1997 1998 1997 --------- --------- --------- --------- Net income (loss) available for basic income per share $ (1,157) $ (462) $ (3,152) $ 1,345 Interest expense on the Notes (net of tax) (1) - - - - --------- --------- --------- --------- Net income (loss) available for diluted income per share $ (1,157) $ (462) $ (3,152) $ 1,345 ========= ========= ========= ========= Basic income (loss) per share $ (0.06) $ (0.02) $ (0.15) $ 0.06 ========= ========= ========= ========= Diluted income (loss) per share $ (0.06) $ (0.02) $ (0.15) $ 0.06 ========= ========= ========= ========= Weighted average Class A Stock 3,222 3,246 3,222 3,248 Class B Stock 17,165 17,422 17,148 17,487 --------- --------- --------- --------- Total common shares for basic income (loss) per share 20,387 20,668 20,370 20,735 ========= ========= ========= ========= 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 20,387 20,668 20,370 20,735 ========= ========= ========= ========= (1) Non dilutive. Potential increase to net income for diluted income per share Interest expense on Notes (net of tax) 514 736 1,029 1,464 Potential issues of common stock for diluted income per share Weighted average stock options granted 801 279 755 279 Weighted average shares issued assuming conversion of Notes 3,488 5,007 3,488 5,007
EX-27 3
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM REMINGTON OIL AND GAS CORPORATION'S FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000874992 REMINGTON OIL AND GAS CORPORATION 1,000 3-MOS 6-MOS DEC-31-1998 DEC-31-1998 APR-01-1998 JAN-01-1998 JUN-30-1998 JUN-30-1998 4,613 4,613 0 0 4,749 4,749 0 0 0 0 16,525 16,525 237,464 237,464 155,422 155,422 99,476 99,476 19,561 19,561 38,371 38,371 0 0 0 0 20,822 20,822 20,722 20,722 99,476 99,476 11,408 23,063 12,056 24,563 10,866 23,102 12,147 25,654 0 0 0 0 1,066 2,061 (1,157) (3,152) 0 0 (1,157) (3,152) 0 0 0 0 0 0 (1,157) (3,152) (.06) (.15) (.06) (.15)
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