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 28, 2005
(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 April 28, 2005, 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 first quarter 2005.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits

Exhibit
No.	Description
99.1	— Press Release of Remington Oil and Gas Corporation dated April 28, 2005.

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: May 2, 2005

INDEX TO EXHIBITS

EXHIBIT
NUMBER	DESCRIPTION
99.1	— Press Release of Remington Oil and Gas Corporation dated April 28, 2005.

EX-99.1

Exhibit 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 2005 EARNINGS

Dallas, TX, April 28, 2005, — Remington Oil and Gas Corporation (NYSE: REM) announced the following first quarter financial information:

	Three Months Ended
	March 31,
	2005		2004
	(In thousands, except per share data)
Revenues	$	59,786	$	46,163
Net income	$	16,035	$	11,001
Cash flow provided by operations	$	45,355	$	29,462
Primary income per share	$	0.57	$	0.41
Diluted income per share	$	0.56	$	0.39
Production Bcfe		8.6		8.1
Average gas price	$	6.54	$	5.74
Average oil price	$	47.11	$	33.76

Total revenues increased by $13.6 million to $59.8 million primarily the result of a 6% production volume increase and a 21% increase in average equivalent prices received compared with the 1^st quarter of 2004. Net Income increased $5.0 million to $16.0 million or 46% above the same quarter in 2004. This resulted in diluted income per share of $0.56, 44% above the same quarter in 2004. Cash flow from operations increased by $15.9 million to $45.4 million over the 1^st quarter of 2004.

Production volumes were 8.6 Bcfe for the quarter compared with 8.1 Bcfe in the 1^st quarter of 2004. This was 6% above the first quarter of 2004 but 17% below the 4^th quarter of 2004. This sequential decrease is due to weather delays in new installations and weather shut downs of unmanned platforms during the quarter. This sequential and seasonal decrease in production volumes is typical for our Gulf of Mexico operations.

Total income taxes from the first quarter of 2005 were $8.8 million versus $6.1 million in the first quarter of 2004. Substantially all of the first quarter 2005 taxes will be classified as deferred with no cash taxes payable for the period.

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The following table reflects 2005 guidance for our estimates of our primary costs per Mcfe produced versus first quarter results.

	2005		2005 Actual
	Annual Guidance $/Mcfe		1st Quarter/Mcfe
Operating Costs (LOE)	$	0.65 - $0.75	$	0.69
General and Administrative (G&A)	$	0.21 - $0.28	$	0.25
Interest and Financing	$	0.01 - $0.02	$	0.02
Depreciation, depletion and Amortization (DD&A)	$	2.00 - $2.15	$	1.86

LOE, G&A, and Interest and Financing Costs on a Mcfe basis were in line with guidance provided. G&A costs included $0.06/Mcfe of stock based compensation. DD&A was below guidance primarily due to lower production from certain higher cost properties. For the remainder of the year, it is anticipated that the costs per Mcfe produced will remain within the guidance provided.

Annual dry hole expense is estimated at between $25 and $30 million. Dry hole expense for the 1^st quarter was $9.0 million. The most significant contributors to this amount were $1.9 million at Eugene Island 154, $1.8 million for the unsuccessful portion of East Cameron 346 A-12 ST1, and $4.5 million at West Cameron 147. Approximately $2.1 million of additional dry hole costs will be expensed in the 2^nd quarter associated with the West Cameron 147 dry hole. We utilize the successful efforts method of accounting, which requires dry holes to be reported as an expense in the quarter they are determined to be dry. It is very difficult to predict when dry holes will occur and thus dry hole expense is subject to dramatic fluctuation each quarter.

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, results of exploration, exploitation, development and acquisition expenditures, and reserve levels are forward-looking statements. These statements are based on assumptions concerning commodity prices, drilling results and production, 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 risks and there is no assurance that these goals and projections can or will be met. Further information is available in the Company’s filings with the Securities and Exchange Commission, which are incorporated by this reference.

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

	March 31,			December 31,
	2005			2004
Assets
Current assets
Cash and cash equivalents	$	62,911		$	58,659
Accounts receivable		55,899			49,582
Prepaid expenses and other current assets		5,575			5,199
Total current assets		124,385			113,440
Properties
Oil and gas properties (successful-efforts method)		782,663			744,215
Other properties		3,408			3,145
Accumulated depreciation, depletion and amortization		(425,330	)		(409,591	)
Total properties		360,741			337,769
Other assets		1,891			1,905
Total assets	$	487,017		$	453,114
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued liabilities	$	69,757		$	69,339
Total current liabilities		69,757			69,339
Long-term liabilities
Asset retirement obligation		17,644			16,030
Deferred income taxes		59,236			53,785
Total long-term liabilities		76,880			69,815
Total liabilities		146,637			139,154
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, 28,509,597 shares issued and 28,475,238 shares outstanding in 2005, 27,883,698 shares issued and 27,849,339 shares outstanding in 2004		285			279
Additional paid-in capital		143,071			132,334
Restricted common stock		5,963			6,749
Unearned compensation		(5,165	)		(5,593	)
Retained earnings		196,226			180,191
Total stockholders’ equity		340,380			313,960
Total liabilities and stockholders’ equity	$	487,017		$	453,114

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

	Three Months Ended March 31,
	2005		2004
Revenues
Gas sales	$	40,390	$	32,114
Oil sales		19,081		13,943
Other income		315		106
Total revenues		59,786		46,163
Costs and expenses
Operating		5,912		6,048
Exploration		10,385		5,528
Depreciation, depletion and amortization		16,011		15,146
Impairment expense		297		236
General and administrative		2,121		1,922
Interest and financing		198		228
Total costs and expenses		34,924		29,108
Income before income taxes		24,862		17,055
Income tax expense		8,827		6,054
Net income	$	16,035	$	11,001
Basic income per share	$	0.57	$	0.41
Diluted income per share	$	0.56	$	0.39
Weighted average shares outstanding (Basic)		28,045		26,975
Weighted average shares outstanding (Diluted)		28,838		28,161
Production
Oil (MBbls)		405		413
Gas (MMcf)		6,176		5,592
Mcfe		8,606		8,070
Average Prices
Oil	$	47.11	$	33.76
Gas	$	6.54	$	5.74
Per Mcfe	$	6.91	$	5.71

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

	Three Months Ended
	March 31,
	2005			2004
Cash flow provided by operations
Net income	$	16,035		$	11,001
Adjustments to reconcile net income
Depreciation, depletion and amortization		16,011			15,146
Deferred income taxes		5,451			6,054
Amortization of deferred charges		46			46
Dry hole costs		9,049			5,619
Impairment costs		297			236
Cash paid for dismantlement		(243	)		(22	)
Stock based compensation		512			362
Tax benefit from exercise of stock options		3,376			—
Changes in working capital
(Increase) in accounts receivable		(5,646	)		(6,754	)
Decrease (increase) in prepaid expenses and other current assets		49			(387	)
Increase (decrease) in accounts payable and accrued expenses		418			(1,839	)
Net cash flow provided by operations		45,355			29,462
Cash from investing activities
Capital expenditures		(47,600	)		(30,727	)
Net cash (used in) investing activities		(47,600	)		(30,727	)
Cash from financing activities
Payments on notes payable and other long-term payables		—			(8,000	)
Common stock issued		6,833			162
Purchase of treasury stock		(336	)		(236	)
Net cash provided by (used in) financing activities		6,497			(8,074	)
Net (decrease) in cash and cash equivalents		4,252			(9,339	)
Cash and cash equivalents at beginning of period		58,659			31,408
Cash and cash equivalents at end of period	$	62,911		$	22,069

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