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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, 2001
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
incorporation or organization) identification no.)
8201 PRESTON ROAD, SUITE 600
DALLAS, TEXAS 75225-6211
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code
(214) 210-2650
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 [X] No [ ]
There were 22,521,468 outstanding shares of Common Stock, $0.01 par value,
on August 6, 2001.
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REMINGTON OIL AND GAS CORPORATION
TABLE OF CONTENTS
PAGE
----
PART I, FINANCIAL INFORMATION............................... 3
ITEM 1. Financial Statements.............................. 3
Condensed Consolidated Balance Sheets.......... 3
Condensed Consolidated Statements of Income.... 4
Condensed Consolidated Statements of Cash
Flows............................................. 5
Notes to Condensed Consolidated Financial
Statements........................................ 6
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............... 8
ITEM 3. Quantitative and Qualitative Disclosures about
Market Risk....................................... 10
PART II, OTHER INFORMATION.................................. 11
ITEM 1. Legal Proceedings................................. 11
ITEM 2. Changes in Securities............................. 11
ITEM 3. Defaults upon Senior Securities................... 11
ITEM 4. Submission of Matters to a Vote of Security
Holders........................................... 11
ITEM 5. Other Information................................. 11
ITEM 6. Exhibits and Reports on Form 8-K.................. 11
2
3
PART I, FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
REMINGTON OIL AND GAS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
JUNE 30, DECEMBER 31,
2001 2000
----------- ------------
(UNAUDITED)
ASSETS
Current assets
Cash and cash equivalents................................. $ 14,294 $ 18,131
Restricted cash and cash equivalents...................... 800 2,592
Accounts receivable....................................... 19,071 21,142
Prepaid expenses and other current assets................. 1,328 2,375
--------- ---------
Total current assets.............................. 35,493 44,240
--------- ---------
Properties
Oil and natural gas properties (successful-efforts
method)................................................ 381,520 336,558
Other properties.......................................... 2,747 2,701
Accumulated depreciation, depletion and amortization...... (209,348) (201,506)
--------- ---------
Total properties.................................. 174,919 137,753
--------- ---------
Other assets
Cash collateral for Phillips judgment..................... -- 9,000
Other assets.............................................. 907 1,481
--------- ---------
Total other assets................................ 907 10,481
--------- ---------
Total assets...................................... $ 211,319 $ 192,474
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities.................. $ 22,277 $ 25,273
Short-term notes payable and current portion of other
long-term payables..................................... 3,872 7,229
--------- ---------
Total current liabilities......................... 26,149 32,502
--------- ---------
Long-term liabilities
Phillips judgment......................................... -- 19,733
Notes payable............................................. 24,500 24,685
8 1/4% Convertible subordinated notes payable due in
2002................................................... 3,633 5,880
Other long-term payables.................................. 5,393 6,966
Deferred income tax liability............................. 7,075 --
--------- ---------
Total long-term liabilities....................... 40,601 57,264
--------- ---------
Total liabilities................................. 66,750 89,766
--------- ---------
Commitments and contingencies (Note 2)......................
--------- ---------
Temporary equity............................................ 18,857 --
--------- ---------
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, 23,104,835 shares issued and 23,070,476
shares outstanding in 2001, 21,598,605 shares issued
and 21,564,246 outstanding in 2000..................... 231 216
Additional paid-in capital................................ 50,209 45,897
Restricted common stock................................... 8,055 --
Unearned compensation..................................... (5,276) --
Retained earnings......................................... 72,493 56,595
--------- ---------
Total stockholders' equity........................ 125,712 102,708
--------- ---------
Total liabilities and stockholders' equity........ $ 211,319 $ 192,474
========= =========
See accompanying Notes to Condensed Consolidated Financial Statements.
3
4
REMINGTON OIL AND GAS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -----------------
2001 2000 2001 2000
-------- -------- ------- -------
Revenues
Oil sales............................................ $ 7,619 $ 8,221 $15,633 $15,691
Gas sales............................................ 25,776 10,602 56,984 19,001
Other income......................................... 786 794 1,552 1,365
------- ------- ------- -------
Total revenues............................... 34,181 19,617 74,169 36,057
------- ------- ------- -------
Costs and expenses
Operating costs and expenses......................... 3,686 3,653 6,734 6,033
Exploration expenses................................. 2,755 927 4,171 1,209
Depreciation, depletion and amortization............. 9,459 4,781 18,249 9,199
General and administrative........................... 1,566 1,349 2,901 2,698
Stock based compensation............................. 389 -- 2,820 --
Settlements.......................................... 13,524 -- 13,524 3,216
Interest and financing expense....................... 888 1,148 2,192 2,164
------- ------- ------- -------
Total costs and expenses..................... 32,267 11,858 50,591 24,519
------- ------- ------- -------
Income before taxes and minority interest.............. 1,914 7,759 23,578 11,538
------- ------- ------- -------
Income tax expense................................... 673 -- 7,680 --
Minority interest in income of subsidiaries.......... -- -- -- (5)
------- ------- ------- -------
Net income............................................. $ 1,241 $ 7,759 $15,898 $11,543
======= ======= ======= =======
Basic income per share................................. $ 0.06 $ 0.36 $ 0.73 $ 0.54
======= ======= ======= =======
Diluted income per share............................... $ 0.05 $ 0.35 $ 0.66 $ 0.53
======= ======= ======= =======
Weighted average shares outstanding (basic)............ 21,785 21,469 21,686 21,386
======= ======= ======= =======
Weighted average shares outstanding (diluted).......... 24,559 22,549 24,431 22,162
======= ======= ======= =======
See accompanying Notes to Condensed Consolidated Financial Statements.
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5
REMINGTON OIL AND GAS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
SIX MONTHS ENDED
JUNE 30,
-------------------
2001 2000
-------- --------
Cash flow provided by operations
Net income................................................ $ 15,898 $ 11,543
Adjustments to reconcile net income
Depreciation, depletion and amortization............... 18,249 9,199
Deferred income taxes.................................. 7,075 --
Amortization of deferred charges....................... 85 80
Deferred net profits expense........................... 1,270 --
Dry hole costs......................................... 1,884 693
Minority interest in income of subsidiaries............ -- (5)
Royalty settlement..................................... -- 3,216
Stock issued to directors and employees for
compensation.......................................... 2,914 88
(Gain) on sale of properties........................... -- (13)
Changes in working capital
Decrease (increase) in accounts receivable............. 2,063 (5,746)
Decrease in prepaid expenses and other current
assets................................................ 522 1,514
(Decrease) increase in accounts payable and accrued
liabilities........................................... (3,235) 5,208
Decrease (increase) in restricted cash................. 10,792 (400)
-------- --------
Net cash flow provided by operations.............. 57,517 25,377
-------- --------
Cash from investing activities
Payments for capital expenditures...................... (57,299) (20,560)
Proceeds from property sales........................... -- 232
-------- --------
Net cash (used in) investing activities........... (57,299) (20,328)
-------- --------
Cash from financing activities
Proceeds from note payable............................. 5,000 1,790
Loan origination costs for line of credit.............. (307) --
Payments on notes payable and other long-term
payables.............................................. (10,115) (1,329)
Common stock issued.................................... 1,367 11
Dividends paid to minority stockholders of
subsidiaries.......................................... -- (18)
-------- --------
Net cash (used in) provided by financing
activities....................................... (4,055) 454
-------- --------
Net (decrease) increase in cash and cash
equivalents...................................... (3,837) 5,503
Cash and cash equivalents at beginning of period.......... 18,131 4,356
-------- --------
Cash and cash equivalents at end of period.................. $ 14,294 $ 9,859
======== ========
See accompanying Notes to Condensed Consolidated Financial Statements.
5
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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 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 accounting principles generally accepted in the United States.
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 six months of 2001. 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 2000 Form 10-K.
The income statements for the three and six months ended June 30, 2001, cannot
necessarily be used to project results for the full year.
NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities." As amended, the statement is effective for all fiscal
years beginning after June 15, 2000. As of January 1, 2001, we adopted this
statement. Currently we do not utilize any derivative instruments that fall
under the criteria defined in the accounting standard. Accordingly, the adoption
of SFAS No. 133 did not have a material effect on our financial statements or
disclosures.
NOTE 2. CONTINGENCIES
PHILLIPS PETROLEUM LITIGATION
On May 22, 2001, we settled the litigation with Phillips Petroleum Company
and acquired Phillips' Net Profits Interest in South Pass block 89, offshore
Louisiana. As consideration for the settlement and acquisition of the net
profits interest, we paid $21.25 million cash and issued 1,189,344 shares of our
common stock valued at $21.25 million on May 22, 2001, for a total settlement
amount of $42.5 million.
Of the total $42.5 million settlement, we had previously recorded $20.2
million as an accrued liability. We recorded $12.3 million as additional
settlement expense and capitalized $10.0 million as the cost for our purchase of
the net profits interest based on our estimate of the fair value thereof. In
addition, in the current quarter we charged to the settlement expense $1.2
million of deferred net profits expense related to a royalty settlement in 2000.
Phillips has the right to sell the stock at prices at or above $17.867 per
share over a six-month period from the date of settlement until their net
proceeds from the sales are $21.25 million. If the market price is less than
$17.867 per share after 31 days following this agreement, Phillips can sell back
to us, and we must purchase from Phillips, up to 100,000 shares per week at
$17.867 per share. We initially recorded in permanent equity the issuance of
1,189,344 shares to Phillips at fair value on May 22, 2001. We transferred to
temporary equity an amount equal to the possible cash redemption amount under
the settlement agreement. As of June 30, 2001, Phillips had sold 33,900 shares,
and we transferred $606,000 back into permanent equity. In addition as of June
30, 2001, we had repurchased 100,000 shares under the settlement agreement.
NOTE 3. STOCK BASED COMPENSATION AND RESTRICTED COMMON STOCK
In June 1999, the Board of Directors approved a contingent stock grant to
our employees and directors. The number of shares granted is relative to the
employee's salary (or base number in the case of directors)
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7
REMINGTON OIL AND GAS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
and the closing stock price on June 17, 1999. In order for the grant to become
effective, the price of our stock had to increase from $4.19 per share to a
trigger price of $10.42 per share and close at or above $10.42 per share for 20
consecutive trading days. The required increase in the stock price represented
the equivalent of a compounded annual rate of return of 20% for five years. This
trigger was achieved on January 24, 2001. When the stock grant became effective,
we recorded $8.1 million as restricted common stock, $5.7 million as unearned
compensation reported as a separate reduction in stockholders' equity on the
balance sheet, and $2.4 million as stock based compensation expense. We will
amortize the $5.7 million unearned compensation expense quarterly over five
years as the shares vest. During the second quarter of 2001, we amortized $0.4
million and recorded it as stock based compensation expense. The employees and
directors will actually receive the shares only if they remain with the company
through the vesting dates.
NOTE 4. INCOME PER SHARE
The following table presents our calculation of basic and diluted income
per share.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -----------------
2001 2000 2001 2000
-------- -------- ------- -------
Net income available for basic income per
share........................................ $ 1,241 $ 7,759 $15,898 $11,543
Interest expense on Convertible Notes (net of
tax)...................................... 66 80 143 160
------- ------- ------- -------
Net income available for diluted income per
share........................................ $ 1,307 $ 7,839 $16,041 $11,703
======= ======= ======= =======
Basic income per share......................... $ 0.06 $ 0.36 $ 0.73 $ 0.54
======= ======= ======= =======
Diluted income per share....................... $ 0.05 $ 0.35 $ 0.66 $ 0.53
======= ======= ======= =======
Weighted average
Total common shares for basic income per
share........................................ 21,785 21,469 21,686 21,386
Dilutive stock options outstanding (treasury
stock method)............................. 1,586 539 1,524 235
Common stock grant........................... 663 -- 663 --
Warrant issued............................... 76 -- 66 --
Shares assumed issued by conversion of the
Notes..................................... 449 541 492 541
------- ------- ------- -------
Total common shares for diluted
income per share................... 24,559 22,549 24,431 22,162
======= ======= ======= =======
Potential issues of common stock for diluted
income per share
Weighted average warrant outstanding......... -- 200 -- 200
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion will assist in the 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, 2000.
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 revenue,
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 of known facts and trends.
This discussion is primarily an update to the Management's Discussion and
Analysis of Financial Condition and Results of Operations included in the 2000
Form 10-K. We recommend that you read this discussion in conjunction with the
Form 10-K.
Our long-term strategy is to increase shareholder value by economically
increasing reserves, production, and cash flow on an annual basis. At the same
time, we believe it is important to maintain a strong balance sheet by keeping
our total debt at a manageable level. We will balance our capital expenditures,
financed primarily by operating cash flow and bank debt, among exploration,
development, and acquisitions.
LIQUIDITY AND CAPITAL RESOURCES
On June 30, 2001, our current assets exceeded our current liabilities by
$9.3 million. Our current ratio is 1.36 to 1.
Cash flow from operations before changes in working capital increased by
$22.6 million primarily because of increased gas revenues during the first half
of 2001. Gas sales increased by $38.0 million or 200% because of increased
production ($23.2 million) and average prices (approximately $14.8 million).
During the first half of 2001, we incurred capital expenditures totaling
$57.3 million for platform facilities, drilling and completing activities, lease
acquisitions, and the purchase of the Net Profits interest from Phillips
Petroleum. During the remainder of 2001, we expect to incur costs of
approximately $53.0 million related to our exploration and development
activities. We expect that our cash flow from operations and available bank line
of credit will be adequate to fund the capital budget for the remainder of this
year.
On May 22, 2001, we settled the litigation with Phillips Petroleum Company
and acquired Phillips' Net Profits Interest in South Pass block 89, offshore
Louisiana. As consideration for the settlement and acquisition of the net
profits interest, we paid $21.25 million cash and issued 1,189,344 shares of our
common stock valued at $21.25 million on May 22, 2001, for a total settlement
amount of $42.5 million.
Phillips has the right to sell the stock at prices at or above $17.867 per
share over a six-month period from the date of settlement until their net
proceeds from the sales are $21.25 million. If the market price is less than
$17.867 per share after 31 days following this agreement, Phillips can sell back
to us, and we must purchase from Phillips, up to 100,000 shares per week at
$17.867 per share. As of August 6, 2001, Phillips has sold 33,900 shares of the
common stock issued, and we have repurchased from Phillips 700,000 shares of
common stock.
Effective May 3, 2001, we entered into a new credit facility that was
amended on June 15, 2001, and now has a borrowing base of $75.0 million. As of
August 1, 2001, we had $34.0 million borrowed under the facility. The banks
review the borrowing base semi-annually and may increase or decrease 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. The line of credit
expires on May 3, 2004, when all principal becomes due.
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RESULTS OF OPERATIONS
We recorded net income for the first six months of 2001 of $15.9 million or
$0.73 per share basic and $0.66 per share diluted compared to first six months
of 2000 of $11.5 million or $0.54 per share basic and $0.53 per share diluted.
For the three months ended June 30, 2001, we recorded net income of $1.2 million
or $0.06 per share basic and $0.05 per share diluted compared to $7.8 million or
$0.36 per share basic and $0.35 per share diluted for the three months ended
June 30, 2000. The increase in net income results from an increase in total gas
sales partially offset by a one-time pre-tax charge of $13.5 million in
connection with the settlement of the Phillips litigation. The following table
reflects the increase or decrease in oil and gas sales revenue due to the
changes in prices and volumes.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -----------------
2001 2000 2001 2000
-------- -------- ------- -------
(IN THOUSANDS, EXCEPT PRICES)
Oil production volume (Bbls)................... 307 321 612 613
Oil sales revenue.............................. $ 7,619 $ 8,221 $15,633 $15,691
Price per barrel............................... $ 24.82 $ 25.61 $ 25.54 $ 25.60
(Decrease) in oil sales revenue due to:
Change in prices............................. $ (254) $ (37)
Change in production volume.................. (348) (21)
------- -------
Total (decrease) in oil sales
revenue............................ $ (602) $ (58)
======= =======
Gas production volume (Mcf).................... 5,496 3,175 10,698 6,329
Gas sales revenue.............................. $25,776 $10,602 $56,984 $19,001
Price per Mcf.................................. $ 4.69 $ 3.34 $ 5.33 $ 3.00
Increase in gas sales revenue due to:
Change in prices............................. $ 4,286 $14,747
Change in production volume.................. 10,888 23,236
------- -------
Total increase in gas sales
revenue............................ $15,174 $37,983
======= =======
Oil revenue during the second quarter and first six months of 2001
decreased slightly when compared to 2000. Decreased oil production from offshore
Gulf of Mexico properties, primarily the South Pass blocks, was offset by
increased production from Mississippi and South Texas. In addition, the average
oil prices decreased slightly which caused oil revenues to decrease by $254,000
for the three months ended June 30, 2001, and by $37,000 for the six months
ended June 30, 2001, when compared to the same periods in the prior year.
Gas revenues for the first six months of 2001 increased $38.0 million or
200% compared to the prior year because of the 69% increase in production and
the 78% increase in the average price per Mcf. Offshore Gulf of Mexico gas
production increased by 4.8 Bcf, or 99%. However, gas production from the
onshore gulf coast decreased by 0.4 Bcf, or 25% because of the sale of certain
South Texas Properties in August 2000. Average gas prices per Mcf increased by
$2.33, which added an additional $14.7 million to total gas revenue. Gas
revenues during the second quarter of 2001 increased $15.2 million or 143%
compared to the second quarter of 2000 because of the 73% increase in production
and the 40% increase in the average price per Mcf. Offshore Gulf of Mexico gas
production increased by 2.5 Bcf, or 103%. Gas production from the onshore gulf
coast decreased slightly during the second quarter of 2001 because of the sale
of certain South Texas Properties in August 2000.
Operating expenses including transportation and net profits expense
increased during the three and six months ended June 30, 2001, compared to the
same period in 2000 primarily because of an increase in the number of producing
properties partially offset by a $1.3 million workover on West Cameron block 170
charged to expense during the second quarter of 2000. Since we purchased the Net
profits interest in South Pass block 89 from Phillips in May of this year we
will no longer incur the net profits expense.
9
10
Exploration expense increased by $1.8 million during the second quarter of
2001 and by $3.0 million during the first six months of 2001 primarily because
of increased seismic expenditures in Mississippi and the Gulf of Mexico and
increased dry hole expense. Depreciation, depletion, and amortization expense
increased by $4.7 million during the second quarter of 2001 and by $9.1 million
during the first six months of 2001 compared to the same period in the prior
year because of increased production and an increase in the number of producing
properties.
In June 1999, the Board of Directors approved a contingent stock grant to
our employees and directors. The number of shares granted is relative to the
employee's salary (or base number in the case of directors) and the closing
stock price on June 17, 1999. In order for the grant to become effective, the
price of our stock had to increase from $4.19 per share to a trigger price of
$10.42 per share and close at or above $10.42 per share for 20 consecutive
trading days. The required increase in the stock price represented the
equivalent of a compounded annual rate of return of 20% for five years. This
trigger was achieved on January 24, 2001. When the stock grant became effective,
we recorded $8.1 million as restricted common stock, $5.7 million as unearned
compensation reported as a separate reduction in stockholders' equity on the
balance sheet, and $2.4 million as stock based compensation expense. We will
amortize the $5.7 million unearned compensation expense quarterly over five
years as the shares vest. During the second quarter of 2001, we amortized $0.4
million and recorded it as stock based compensation expense. The employees and
directors will actually receive the shares only if they remain with the company
through the vesting dates.
In May 2000, we reached an agreement with the Minerals Management Service
concerning the royalties due on the settlement of a 1990 gas purchase contract.
Because of the agreement, we recorded an expense of $3.2 million in the first
quarter of 2000.
During the first six months of 2001, we recorded income tax expense
totaling $7.7 million, of which an estimated $7.1 million is deferred. We fully
utilized our net deferred income tax benefit during 2000 and the first quarter
of 2001.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our market risk sensitive instrument at June 30, 2001, is a revolving line
of credit from a bank. At June 30, 2001, the unpaid principal balance under the
line was $24.5 million. The interest rate on this debt is sensitive to market
fluctuations, however, we do not believe that significant fluctuations in the
market rate of interest have a material effect on our consolidated financial
position, results of operations, or cash flow from operations.
10
11
PART II, OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Incorporated herein by reference is the discussion of litigation set forth
in Part I, Item 1, Notes to the Financial Statements -- Note 2. 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
On May 23, 2001, we held our annual stockholders meeting to elect the
company's board of directors, to ratify Arthur Andersen LLP as the independent
accountants for 2001, and to consider and vote on a proposal to amend our 1997
stock option plan to authorize an increase in the number of shares issuable. The
stockholders voted as follows:
FOR WITHHELD/AGAINST ABSTAINED
---------- ---------------- ---------
Election of Directors
Don D. Box.................................... 16,300,179 2,146,849
John E. Goble, Jr. ........................... 17,664,117 782,911
William E. Greenwood.......................... 17,664,117 782,911
David H. Hawk................................. 17,661,317 785,711
James Arthur Lyle............................. 17,660,187 786,841
David E. Preng................................ 17,660,917 786,111
Thomas W. Rollins............................. 17,664,217 782,811
Alan C. Shapiro............................... 17,664,217 782,811
James A. Watt................................. 16,302,284 2,144,744
Ratification of independent auditors for 2000... 18,303,042 110,252 33,734
1997 stock option plan amendment................ 12,827,656 5,515,322 104,050
The members of the board of directors do not serve staggered terms of
office. All directors elected at the meeting were already members of the board
at the time of election. No director serving at the time of the election failed
to retain his seat on the board.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
2.0## -- Agreement and Plan of Merger dated as of June 22, 1998,
by and between Remington Oil and Gas Corporation and
S-Sixteen Holding Company.
3.1* -- Certificate of Incorporation, as amended.
3.2# -- Certificate of Amendment of Certificate of Incorporation
of Box Energy Corporation.
3.2.1## -- Certificate of Amendment of Certificate of Incorporation
of Remington Oil and Gas Corporation.
3.3### -- By-Laws as amended.
11
12
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* -- Farmout Agreement with Aminoil USA, Inc., effective May 1, 1977, dated May 9, 1977.
10.2* -- Transportation Agreement with CKB Petroleum, Inc. dated March 1, 1985, as amended on
April 19, 1989.
10.3* -- Agreement of Compromise and Amendment to Farmout Agreement, dated July 3, 1989.
10.4** -- Pension Plan of Box Energy Corporation, effective April 16, 1992.
10.5*** -- First Amendment to the Pension Plan of Box Energy Corporation dated December 16,
1993.
10.6+ -- Second Amendment to the Pension Plan of Box Energy Corporation dated December 31,
1994.
10.7+++ -- Agreement by and between Box Energy Corporation and James A. Watt.
10.8# -- Box Energy Corporation Severance Plan.
10.9++ -- Box Energy Corporation 1997 Stock Option Plan (as amended June 17, 1999).
10.10# -- Box Energy Corporation Non-Employee Director Stock Purchase Plan
10.11(-) -- Form of Employment Agreement effective September 30, 1999, by and between Remington
Oil and Gas Corporation and two executive officers.
10.12(-) -- Form of Employment Agreement effective September 30, 1999, by and between Remington
Oil and Gas Corporation and an executive officer.
10.13(-)(-) -- Employment Agreement effective January 31, 2000, by and between Remington Oil and Gas
Corporation and James A. Watt.
10.14(-)(-)(-) -- Form of Contingent Stock Grant Agreement -- Directors.
10.15(-)(-)(-) -- Form of Contingent Stock Grant Agreement -- Employees.
10.16(-)(-)(-) -- Form of Amendment to Contingent Stock Grant Agreement -- Directors.
10.17(-)(-)(-) -- Form of Amendment to Contingent Stock Grant Agreement -- Employees.
10.18x -- Compromise and Settlement Agreement between Remington Oil and Gas Corporation and
Phillips Petroleum Company dated May 22, 2001.
(b) One Form 8-K was filed on May 31, 2001, reporting in Item 5 therein the
settlement of the Phillips litigation.
---------------
* 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-Q (file number 1-11516)
for the fiscal quarter ended June 30, 1999, filed with the Commission and
effective on or about August 13, 1999.
+++ 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.
## 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.
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### Incorporated by reference to the Company's Form 10-K (file number 1-11516)
for the fiscal year ended December 31, 1998, filed with the Commission and
effective on or about March 30, 1999.
(-) 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
and effective on or about November 12, 1999.
(-)(-)
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 and
effective on or about March 30, 2000.
(-)(-)(-)
Incorporated by reference to the Company's Form 10-K (file number 1-11516)
for the fiscal year ended December 31, 2000, filed with the Commission and
effective on or about March 16, 2001.
x Incorporated by reference to the Company's Form 8-K (file number 1-11516)
filed with the Commission on or about May 31, 2001.
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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 6, 2001 By: /s/ JAMES A. WATT
-------------------------------------
James A. Watt
President and Chief Executive Officer
Date: August 6, 2001 By: /s/ J. BURKE ASHER
-------------------------------------
J. Burke Asher
Vice President/Finance
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