8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT: April 27, 2004
(DATE OF EARLIEST EVENT REPORTED)

REMINGTON OIL AND GAS CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation)

1-11516 (Commission File No.)	75-2369148 (IRS Employer Identification Number)
8201 PRESTON ROAD — SUITE 600 Dallas, Texas (Address of principal executive offices)	75225-6211 (Zip Code)

(214) 210-2650
Registrant’s Telephone Number Including Area Code

TABLE OF CONTENTS

	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
	ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SIGNATURES
INDEX TO EXHIBITS
Press Release

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits

Exhibit
No.	Description
99.1	— Press Release of Remington Oil and Gas Corporation dated April 27, 2004.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 27, 2004, Remington Oil and Gas Corporation issued the Press Release appended to this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein.

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 hereunto duly authorized.

	Remington Oil and Gas Corporation
	By:	/s/ JAMES A. WATT
		James A. Watt
		President and Chief Executive Officer
Date: April 28, 2004

INDEX TO EXHIBITS

EXHIBIT
NUMBER	DESCRIPTION
99.1	— Press Release of Remington Oil and Gas Corporation dated April 27, 2004.

EX-99.1

	PRESS RELEASE
	FOR IMMEDIATE RELEASE

Contact:	Steven J. Craig
	Sr. Vice President
	(214) 210-2675

REMINGTON OIL AND GAS CORPORATION ANNOUNCES
FIRST QUARTER 2004 EARNINGS

Dallas, TX, April 27, 2004, – Remington Oil and Gas Corporation (NYSE: REM) announced the following first quarter financial information:

	Three Months Ended
	March 31,
	2004		2003
	(In thousands, except per share data)
Revenues	$	46,163	$	42,337
Net income	$	11,001	$	11,687
Weighted average diluted shares		28,161		27,970
Diluted income per share	$	0.39	$	0.42
Production Bcfe		8.1		7.1
Average gas price	$	5.74	$	6.36
Average oil price	$	33.76	$	32.05

Results versus 1^st Quarter 2003

Total revenues and net cash flow increased during the first quarter of 2004 because of higher gas production and increased average oil prices, partially offset by lower gas prices and slightly lower oil production when compared to the first quarter of 2003. Net income decreased slightly because of higher operating costs and depreciation, depletion, and amortization expenses in 2004 compared to 2003. Gas sales revenue increased by $3.5 million, or 12%, and oil sales revenue increased by $290,000, or 2%. Total gas production increased by 24% primarily from new properties in the Gulf of Mexico. Average oil prices increased from $32.05 per barrel to $33.76 per barrel, while average gas prices decreased from $6.36 per Mcf in 2003 to $5.74 per Mcf in 2004.

Operating costs and expenses were $0.75 per Mcfe in 2004 compared to $0.62 per Mcfe in 2003 primarily due to workover costs to replace tubing on Eugene Island 148. Exploration expenses decreased primarily because of lower dry hole costs for wells drilled in the Gulf of Mexico during the first quarter of 2004. Depreciation, depletion, and amortization increased from $1.52 per Mcfe to $1.88 per Mcfe in 2004 reflecting increased finding and development costs in the Gulf of Mexico.

General and administrative expenses did not change significantly at $0.24 per Mcfe for both of the quarters ending March 31, 2004 and 2003. General and administrative expense includes stock based compensation expense consisting of the amortized compensation cost related to stock grants and directors fees paid in common stock. Interest and financing costs decreased to $0.03 per Mcfe, or by 50%, due to lower outstanding debt in 2004. At the end of the quarter our bank debt was reduced to $10.0 million from $37.4 million in the first quarter of 2003.

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Results versus Guidance

In early January, Remington provided production guidance of 17.5 – 18.5 Bcfe for the first six months of 2004. The 8.1 Bcfe for the first quarter falls within that guidance as weather downtime is normally high during this time. Production was negatively affected by a major rig workover to replace production tubing at our Eugene Island 148 field. Production has been restored in the well. DD&A for the quarter was $1.88/Mcfe versus full-year guidance of $1.80 – $1.95/Mcfe. LOE was $0.75 versus full-year guidance of $0.60 – $0.70 reflecting the added costs of the Eugene Island 148 workover. G&A and interest costs were $0.24/Mcfe and $0.03/Mcfe, respectively, for the quarter versus full-year guidance of $0.21 – $0.28/Mcfe and $0.03 – $0.05/Mcfe. Dry hole costs were estimated at $20-$24 million for the year versus $5.6 million for the quarter.

James A. Watt, President and Chief Executive Officer stated, "Production is forecast to increase in the second quarter as several recent discoveries come on line. So far this year the majority of our drilling operations have been for wells that will add production in 2004. We will now concentrate on wells that will add new reserves and establish production for 2005 and beyond.”

Remington Oil and Gas Corporation is an independent oil and gas exploration and production company headquartered in Dallas, Texas, with operations concentrating in the onshore and offshore regions of the Gulf Coast.

Statements concerning future revenues and expenses, production volumes, results of exploration, exploitation, development, acquisition and operations expenditures, and prospective reserve levels of prospects or wells are forward-looking statements. Prospect size and reserve levels are often referred to as “potential” or “un-risked” reserves and are based on the Company’s internal estimates from the volumetric calculations or analogous production. Other forward-looking statements are based on assumptions concerning commodity prices, drilling results, recovery factors for wells, production rates, and operating, administrative and interest costs that management believes are reasonable based on currently available information; however, management’s assumptions and the Company’s future performance are subject to a wide range of business, mechanical, political, environmental, and geologic risks. There is no assurance that these goals, projections, costs, expenses, reserve levels, and production volumes can or will be met. Further information is available in the Company’s filings with the Securities and Exchange Commission, which are herein incorporated by this reference. Information in this document should be reviewed in combination with the Company’s filings with the Securities and Exchange Commission and information available on the Company’s website at www.remoil.net.

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Remington Oil and Gas Corporation
Condensed Consolidated Balance Sheets
(In thousands, except share data)

	March 31,			December 31,
	2004			2003
	(Unaudited)
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
Short-term notes payable and current portion of other long-term payables		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
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

Remington Oil and Gas Corporation
Condensed Consolidated Statements of Income
(Unaudited)
(In thousands, except per share amounts)

	Three Months Ended March 31,
	2004		2003
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
Weighted average shares outstanding (Basic)		26,975		26,340
Weighted average shares outstanding (Diluted)		28,161		27,970
Production
Oil (MBbls)		413		426
Gas (MMcf)		5,592		4,505
Average Prices
Oil	$	33.76	$	32.05
Gas	$	5.74	$	6.36

Remington Oil and Gas Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)

	Three Months Ended
	March 31,
	2004			2003
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

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