SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
| (Mark One) | ||
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended September 30, 2002 | ||
| OR | ||
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o
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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
| Delaware | 75-2369148 | |
|
(State or other jurisdiction of
incorporation or organization) |
(IRS employer identification no.) |
8201 Preston Road, Suite 600, Dallas, Texas 75225-6211
(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 þ No o
There were 26,234,491 outstanding shares of Common Stock, $0.01 par value, on November 11, 2002.
REMINGTON OIL AND GAS CORPORATION
TABLE OF CONTENTS
| PART I, FINANCIAL INFORMATION | 2 | ||||||
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ITEM 1.
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FINANCIAL STATEMENTS | 2 | |||||
| Condensed Consolidated Balance Sheets | 2 | ||||||
| Condensed Consolidated Statements of Income | 3 | ||||||
| Condensed Consolidated Statements of Cash Flows | 4 | ||||||
| Notes to Condensed Consolidated Financial Statements | 5 | ||||||
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ITEM 2.
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 7 | |||||
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ITEM 3.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 9 | |||||
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ITEM 4.
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CONTROLS AND PROCEDURES | 10 | |||||
| PART II, OTHER INFORMATION | 11 | ||||||
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ITEM 1.
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LEGAL PROCEEDINGS | 11 | |||||
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ITEM 2.
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CHANGES IN SECURITIES | 11 | |||||
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ITEM 3.
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DEFAULTS UPON SENIOR SECURITIES | 11 | |||||
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ITEM 4.
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 11 | |||||
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ITEM 5.
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OTHER INFORMATION | 11 | |||||
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ITEM 6.
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EXHIBITS AND REPORTS ON FORM 8-K | 11 | |||||
| SIGNATURES | 13 | ||||||
| CERTIFICATIONS | 14 | ||||||
1
PART I, FINANCIAL INFORMATION
Item 1. Financial Statements
REMINGTON OIL AND GAS CORPORATION
| September 30, | December 31, | |||||||||
| 2002 | 2001 | |||||||||
| (Unaudited) | ||||||||||
| (In thousands, | ||||||||||
| except share data) | ||||||||||
| ASSETS | ||||||||||
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Current assets
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||||||||||
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Cash and cash equivalents
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$ | 9,314 | $ | 19,377 | ||||||
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Accounts receivable
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23,099 | 19,445 | ||||||||
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Prepaid expenses and other current assets
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5,113 | 1,487 | ||||||||
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Total current assets
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37,526 | 40,309 | ||||||||
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Properties
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||||||||||
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Oil and natural gas properties
(successful-efforts method)
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492,640 | 433,988 | ||||||||
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Other properties
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3,149 | 3,023 | ||||||||
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Accumulated depreciation, depletion and
amortization
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(264,540 | ) | (237,661 | ) | ||||||
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Total properties
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231,249 | 199,350 | ||||||||
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Other assets
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1,415 | 773 | ||||||||
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Total assets
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$ | 270,190 | $ | 240,432 | ||||||
| LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||||
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Current liabilities
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||||||||||
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Accounts payable and accrued liabilities
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$ | 40,691 | $ | 34,232 | ||||||
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Short-term notes payable and current portion of
other long-term payables
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1,669 | 3,253 | ||||||||
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Total current liabilities
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42,360 | 37,485 | ||||||||
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Long-term liabilities
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||||||||||
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Notes payable
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27,000 | 71,000 | ||||||||
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Other long-term payables
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1,945 | 3,758 | ||||||||
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Deferred income tax liability
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7,304 | 2,851 | ||||||||
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Total long-term liabilities
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36,249 | 77,609 | ||||||||
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Total liabilities
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78,609 | 115,094 | ||||||||
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Commitments and contingencies (Note 5)
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||||||||||
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Stockholders equity
|
||||||||||
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Preferred stock, $.01 par value,
25,000,000 shares authorized, no shares outstanding
|
| | ||||||||
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Common stock, $.01 par value,
100,000,000 shares authorized, 26,287,868 shares
issued and 26,197,132 shares outstanding in 2002,
22,685,240 shares issued and 22,650,881 outstanding in 2001
|
263 | 227 | ||||||||
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Additional paid-in capital
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114,952 | 56,698 | ||||||||
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Restricted common stock
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5,468 | 8,055 | ||||||||
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Unearned compensation
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(3,540 | ) | (4,581 | ) | ||||||
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Retained earnings
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75,415 | 64,939 | ||||||||
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Treasury stock
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(977 | ) | | |||||||
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Total stockholders equity
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191,581 | 125,338 | ||||||||
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Total liabilities and stockholders
equity
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$ | 270,190 | $ | 240,432 | ||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
2
REMINGTON OIL AND GAS CORPORATION
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| September 30, | September 30, | ||||||||||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||||||||||
| (Unaudited) | |||||||||||||||||
| (In thousands, except per share amounts) | |||||||||||||||||
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Revenues
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|||||||||||||||||
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Oil sales
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$ | 12,732 | $ | 6,848 | $ | 31,024 | $ | 22,481 | |||||||||
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Gas sales
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13,072 | 15,559 | 41,278 | 72,543 | |||||||||||||
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Other income
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113 | 350 | 4,450 | 1,902 | |||||||||||||
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Total revenues
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25,917 | 22,757 | 76,752 | 96,926 | |||||||||||||
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Costs and expenses
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|||||||||||||||||
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Operating costs and expenses
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4,344 | 4,815 | 11,783 | 11,549 | |||||||||||||
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Exploration expenses
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3,976 | 6,089 | 12,598 | 10,260 | |||||||||||||
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Depreciation, depletion and amortization
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9,384 | 9,370 | 29,201 | 27,619 | |||||||||||||
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General and administrative
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1,304 | 757 | 4,101 | 3,563 | |||||||||||||
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Stock based compensation
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393 | 366 | 1,246 | 3,281 | |||||||||||||
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Settlements
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| | | 13,524 | |||||||||||||
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Interest and financing expense
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413 | 770 | 1,706 | 2,963 | |||||||||||||
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Total costs and expenses
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19,814 | 22,167 | 60,635 | 72,759 | |||||||||||||
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Income before taxes
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6,103 | 590 | 16,117 | 24,167 | |||||||||||||
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Income tax expense
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2,136 | 207 | 5,641 | 7,887 | |||||||||||||
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Net income
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$ | 3,967 | $ | 383 | $ | 10,476 | $ | 16,280 | |||||||||
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Basic income per share
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$ | 0.15 | $ | 0.02 | $ | 0.42 | $ | 0.75 | |||||||||
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Diluted income per share
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$ | 0.14 | $ | 0.02 | $ | 0.39 | $ | 0.68 | |||||||||
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Weighted average shares outstanding
(Basic)
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26,140 | 22,103 | 24,990 | 21,827 | |||||||||||||
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Weighted average shares outstanding
(Diluted)
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27,775 | 24,589 | 26,887 | 24,354 | |||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
3
REMINGTON OIL AND GAS CORPORATION
| Nine Months Ended | ||||||||||
| September 30, | ||||||||||
| 2002 | 2001 | |||||||||
| (Unaudited) | ||||||||||
| (In thousands) | ||||||||||
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Cash flow provided by operations
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||||||||||
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Net income
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$ | 10,476 | $ | 16,280 | ||||||
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Adjustments to reconcile net income
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Depreciation, depletion and amortization
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29,201 | 27,619 | ||||||||
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Deferred income taxes
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5,641 | 7,887 | ||||||||
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Amortization of deferred charges
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164 | 132 | ||||||||
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Deferred net profits expense
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| 1,270 | ||||||||
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Dry hole and impairment costs
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11,993 | 7,052 | ||||||||
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Cash paid for dismantlement costs
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(86 | ) | | |||||||
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Stock based compensation
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1,246 | 3,281 | ||||||||
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(Gain) on sale of properties
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(4,095 | ) | | |||||||
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Changes in working capital
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||||||||||
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(Increase) decrease in accounts receivable
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(3,674 | ) | 1,972 | |||||||
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(Increase) in prepaid expenses and other current
assets
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(4,436 | ) | (1,208 | ) | ||||||
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Increase in accounts payable and accrued
liabilities
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6,414 | 20,727 | ||||||||
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Decrease in restricted cash
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| 11,592 | ||||||||
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Net cash flow provided by operations
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52,844 | 96,604 | ||||||||
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Cash from investing activities
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||||||||||
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Capital expenditures
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(76,650 | ) | (94,304 | ) | ||||||
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Proceeds from property sales
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7,738 | | ||||||||
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Net cash (used in) investing
activities
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(68,912 | ) | (94,304 | ) | ||||||
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Cash from financing activities
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||||||||||
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Proceeds from note payable
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6,600 | 17,500 | ||||||||
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Loan origination costs for line of credit
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| (307 | ) | |||||||
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Payments on notes payable and other long-term
payables
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(53,997 | ) | (11,232 | ) | ||||||
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Common stock issued
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54,379 | 1,018 | ||||||||
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Treasury stock acquired
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(977 | ) | | |||||||
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Reduction in temporary equity
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| (18,857 | ) | |||||||
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Net cash provided by (used in) financing
activities
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6,005 | (11,878 | ) | |||||||
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Net (decrease) in cash and cash
equivalents
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(10,063 | ) | (9,578 | ) | ||||||
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Cash and cash equivalents at beginning of period
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19,377 | 18,131 | ||||||||
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Cash and cash equivalents at end of
period
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$ | 9,314 | $ | 8,553 | ||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
4
REMINGTON OIL AND GAS CORPORATION
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 shallow water offshore Gulf of Mexico and the 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 generally accepted accounting principles. 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 nine months of 2002. 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 2001 Form 10-K. The income statements for the three and nine months ended September 30, 2002, cannot necessarily be used to project results for the full year. We have made certain reclassifications to prior year financial statements in order to conform to current year presentations.
Note 2. New Accounting Policies
| Statement of Financial Accounting Standards No. 144 |
During the first quarter of 2002, we adopted Statement of Financial Accounting Standards No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets which supersedes Statement of Financial Accounting Standards No. 121 Accounting for Impairment of Long-Lived Assets. The Statement addresses financial accounting and reporting for the impairment or disposal of long-lived assets. Adoption of this statement did not have a material effect on our balance sheet or income statement.
| Unproved properties |
Through December 31, 2001, we assessed the capitalized costs of unproved properties periodically to determine whether their value has been impaired below the capitalized costs, recognizing a loss to the extent such impairment was indicated. In making these assessments, we considered factors such as exploratory drilling results, future drilling plans and lease expiration terms. Effective January 1, 2002, we implemented a policy whereby we amortize the balance of our individually immaterial unproved property costs (adjusted by an anticipated rate of future successful development) over an average lease term. Individually significant properties (those with a net cost of $500,000 or more) will continue to be evaluated periodically on a separate basis for impairment. We will transfer the original cost of an unproved property to proved properties if and when we find commercial oil and gas reserves sufficient to justify development of the property. The effect of this change was not material to our results of operations.
Note 3. Common Stock and Notes Payable
In March 2002, we issued 3.0 million shares of common stock at $18.50 per share. Net proceeds from the offering totaled approximately $52.8 million. We used $44.0 million of the net proceeds to reduce outstanding bank debt from $71.0 million to $27.0 million. We used the remainder of the net proceeds for working capital.
As of September 30, 2002, our amended credit facility of $150.0 million has a borrowing base of $75.0 million. Interest only is payable quarterly through May 3, 2004, at which time the line expires and all principal becomes due, unless the line is extended or renegotiated.
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 4. Income per Share
The following table presents our calculation of basic and diluted income per share.
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| September 30, | September 30, | ||||||||||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||||||||||
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Net income available for basic income per share
|
$ | 3,967 | $ | 383 | $ | 10,476 | $ | 16,280 | |||||||||
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Interest expense on Convertible Notes (net of tax)
|
| 40 | | 184 | |||||||||||||
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Net income available for diluted income per share
|
$ | 3,967 | $ | 423 | $ | 10,476 | $ | 16,464 | |||||||||
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Basic income per share
|
$ | 0.15 | $ | 0.02 | $ | 0.42 | $ | 0.75 | |||||||||