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: October 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

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
	ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
INDEX TO EXHIBITS
Press Release

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 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. The press release announces the Company’s financial results for the three and nine months ended September 30, 2004.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits

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

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
		Chairman and Chief Executive Officer
Date: October 27, 2004

INDEX TO EXHIBITS

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

EX-99.1

	PRESS RELEASE
	FOR IMMEDIATE RELEASE
	Contact:	Steven J. Craig
		Sr. Vice President
		(214) 210-2675

REMINGTON OIL AND GAS ANNOUNCES FINANCIAL RESULTS FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004

Dallas, TX, October 27, 2004 — Remington Oil and Gas Corporation (NYSE: REM) announced financial results for the three and nine months ended September 30, 2004.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2004		2003		2004		2003
	(in thousands, except per-share and production data)
Total revenues	$	60,096	$	46,965	$	164,641	$	135,306
Net income	$	15,639	$	10,068	$	41,626	$	34,020
Basic net income per share	$	0.57	$	0.38	$	1.53	$	1.28
Diluted income per share	$	0.55	$	0.36	$	1.47	$	1.22
Production (BCFE)		10.2		9.5		27.7		25.1

Oil and natural gas production for the three months ended September 30, 2004, increased 7.3% to 10.2 Bcfe compared to 9.5 Bcfe for the same three months of 2003. This represents the highest production volume ever achieved by the Company in spite of significant downtime due to Hurricane Ivan. For the nine months, oil and natural gas production increased by 10.4% to 27.7 Bcfe in 2004 compared to 25.1 Bcfe in 2003.

Net income for the three months ended September 30, 2004, increased by $5.6 million to $15.6 million, or $0.55 diluted income per share, and net income for the nine months ended September 30, 2004, increased by $7.6 million to $41.6 million, or $1.47 diluted income per share. Cash flow from operations increased by $39.5 million to $128.5 million, or 44.4%, for the nine months ended September 30, 2004, compared to the same period in 2003.

Production increases and higher commodity prices combined to raise total revenues 28% to $60.1 million for the third quarter and 21.7% to $164.6 million for the first nine months of 2004. Natural gas revenues climbed 23.6% to $42.7 million and oil revenues grew 39.8% to $17.2 million for the third quarter, respectively. For the nine month period, natural gas revenues increased 21.9% to $117.6 million and oil revenues grew 21.2% to $46.7 million.

Impairment expense during the third quarter of 2004 equaled $3.4 million due largely to a $3.1 million charge associated with High Island Block 441. For the first nine months of 2004, impairment expense amounted to $8.4 million.

Results versus Guidance

The Company estimates total production for 2004 to be approximately 40 Bcfe, or 15% above the 34.8 Bcfe produced in 2003. Achieving our targeted production goal for the year is dependent on both weather conditions and timely availability of offshore installation equipment and personnel for several new projects scheduled for installation during the fourth quarter 2004.

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Third quarter DD&A was $18.5 million or $1.81 per Mcfe produced. For the first nine months of 2004 DD&A was $51.3 million or $1.85 per Mcfe produced. DD&A was forecast to be between $1.80 and $1.95 per Mcfe produced for the year.

Lease operating expenses (LOE) were $6.8 million or $0.66 per Mcfe produced for the third quarter of 2004. For the first nine months LOE was $18.9 million or $0.68 per Mcfe produced. Annual guidance is for LOE to be between $0.60 and $0.70 per Mcfe produced.

G&A expense was $1.3 million or $0.12 per Mcfe produced for the third quarter. For the first nine months, G&A was $4.8 million or $0.17 per Mcfe produced. Guidance was for annual G&A expense to be between $0.21 and $0.28 per Mcfe produced. Included in the G&A is $939,000 of stock-based compensation for the nine month period and $207,000 for the third quarter. Interest and financing costs were $305,000 for the quarter and $783,000 for the first nine months or $0.03 per Mcfe produced. Guidance was for interest costs to be between $0.03 and $0.05 per Mcfe produced for the year.

Exploration costs, reflecting geological and geophysical costs and dry hole costs, were $5.5 million in the third quarter. Geological and geophysical costs were approximately $3.0 million, reflecting $1.0 million for this quarter’s license fees for deeper water 3-D seismic data and $1.9 million in costs associated with prior seismic agreements. Dry hole costs were $2.5 million for the third quarter and $9.2 million for the first nine months. Annualized guidance for dry hole expense is between $20 million and $24 million.

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)

	September 30,			December 31,
Assets	2004			2003
Current assets	(Unaudited)
Cash and cash equivalents	$	36,812		$	31,408
Accounts receivable		52,039			43,004
Prepaid expenses and other current assets		5,364			2,846
Total current assets		94,215			77,258
Properties
Oil and natural gas properties (successful-efforts method)		713,604			609,599
Other properties		3,123			3,450
Accumulated depreciation, depletion and amortization		(386,178	)		(333,011	)
Total properties		330,549			280,038
Other assets		1,402			2,089
Total assets	$	426,166		$	359,385
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued liabilities	$	64,617		$	58,266
Short-term notes payable		45			45
Total current liabilities		64,662			58,311
Long-term liabilities
Notes payable		5,000			18,000
Asset retirement obligation		16,585			12,446
Deferred income tax liability		48,138			28,751
Total long-term liabilities		69,723			59,197
Total liabilities		134,385			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, 27,743,639 shares issued and 27,709,280 shares outstanding in 2004, 26,946,768 shares issued and 26,912,409 shares outstanding in 2003		277			269
Additional paid-in capital		129,954			120,925
Restricted common stock		1,573			3,156
Unearned compensation		(844	)		(1,668	)
Retained earnings		160,821			119,195
Total stockholders’ equity		291,781			241,877
Total liabilities and stockholders’ equity	$	426,166		$	359,385

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

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2004		2003		2004		2003
Revenues
Gas sales	$	42,724	$	34,580	$	117,550	$	96,428
Oil sales		17,180		12,287		46,674		38,524
Other income		192		98		417		354
Total revenues		60,096		46,965		164,641		135,306
Costs and expenses
Operating		6,784		5,322		18,860		14,991
Exploration		5,562		7,654		15,968		20,671
Depreciation, depletion and amortization		18,504		15,050		51,267		38,599
Impairment		3,422		1,307		8,408		1,754
General and administrative		1,271		1,710		4,818		5,634
Interest and financing		305		433		783		1,318
Total costs and expenses		35,848		31,476		100,104		82,967
Income before taxes		24,248		15,489		64,537		52,339
Income tax expense		8,609		5,421		22,911		18,319
Net income	$	15,639	$	10,068	$	41,626	$	34,020
Basic income per share	$	0.57	$	0.38	$	1.53	$	1.28
Diluted income per share	$	0.55	$	0.36	$	1.47	$	1.22
Weighted average shares outstanding
(Basic)		27,596		26,771		27,286		26,548
Weighted average shares outstanding
(Diluted)		28,503		28,046		28,294		27,953
Production
Gas (Mmcf)		7,728		6,918		20,189		17,278
Oil (Mbbls)		416		436		1,258		1,308
Mmcfe (1barrel of oil is equivalent to 6 Mcf of gas)		10,224		9,534		27,737		25,126
Average prices
Gas ($  per Mcf)	$	5.53	$	5.00	$	5.82	$	5.58
Oil ($  per Bbls)	$	41.30	$	28.18	$	37.10	$	29.45
$  per Mcfe	$	5.86	$	4.92	$	5.92	$	5.37

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

	Nine Months Ended
	September 30,
	2004			2003
Cash flow provided by operations
Net income	$	41,626		$	34,020
Adjustments to reconcile net income
Depreciation, depletion and amortization		51,267			38,599
Deferred income taxes		22,601			18,244
Amortization of deferred charges		137			161
Dry hole costs		9,229			19,689
Impairment costs		8,408			1,754
Cash paid for dismantlement costs		(1,064	)		(1,284	)
Stock based compensation		939			1,171
Changes in working capital
(Increase) in accounts receivable		(9,028	)		(11,494	)
(Increase) in prepaid expenses and other current assets		(1,975	)		(139	)
Increase (decrease) in accounts payable and accrued liabilities		6,351			(11,739	)
Net cash flow provided by operations		128,491			88,982
Cash from investing activities
Payments for capital expenditures		(114,212	)		(89,147	)
Net cash (used in) investing activities		(114,212	)		(89,147	)
Cash from financing activities
Loan origination costs		—			(293	)
Payments on notes payable and other long-term payables		(13,000	)		(1,239	)
Common stock issued		4,770			2,150
Treasury stock acquired and retired		(645	)		(809	)
Net cash (used in) financing activities		(8,875	)		(191	)
Net increase (decrease) in cash and cash equivalents		5,404			(356	)
Cash and cash equivalents at beginning of period		31,408			14,929
Cash and cash equivalents at end of period	$	36,812		$	14,573

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