UNIMAR COMPANY TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Statements of Earnings for the Quarters and Nine Months Ended September 30, 1994 and 1993 . . . . . . .1 Condensed Consolidated Balance Sheets as of September 30, 1994 and December 31, 1993. .2 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 1994 and 1993 . . . . . . .3 Notes to Condensed Consolidated Financial Statements as of September 30, 1994 . . . .4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . . . . . . . . .6 PART II. OTHER INFORMATION Item 5. Other Information . . . . . . . . . . . . . .9 Item 6. Exhibits and Reports on Form 8-K. . . . . . .9 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . .10 PART I. FINANCIAL INFORMATION UNIMAR COMPANY AND SUBSIDIARIES Condensed Consolidated Statements of Earnings (Thousands of dollars) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 1994 1993 1994 1993 Oil and gas production revenues $51,941 $47,840 $149,809 $144,972 Production costs 4,922 4,608 14,768 14,017 Depletion, depreciation and amortization 13,453 13,287 39,967 38,496 Exploration costs including dry holes 2,537 1,614 2,643 5,077 Operating profit 31,029 28,331 92,431 87,382 General and administrative expenses 343 340 942 1,481 Interest expense 13 1,163 41 3,418 Other (income) and expense (60) 32 (168) (283) Earnings before income taxes 30,733 26,796 91,616 82,766 Income tax expense Current 24,728 21,585 66,858 65,024 Deferred (4,083) (139) (3,657) (2,030) 20,645 21,446 63,201 62,994 Earnings before extraordinary item 10,088 5,350 28,415 19,772 Extraordinary loss on redemption debt - - 3,108 - Net earnings $10,088 $ 5,350 $ 25,307 $ 19,772 See accompanying Notes to Condensed Consolidated Financial Statements. UNIMAR COMPANY AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Thousands of dollars) September 30, December 31, 1994 1993 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 4,184 $ 8,284 Accounts and notes receivable 9,715 11,604 Inventories 13,531 10,886 Other current assets 4,563 2,381 Total current assets 31,993 33,155 Property, plant and equipment, at cost: Oil and gas properties (successful efforts method) 1,010,689 991,901 Other 3,208 3,283 1,013,897 995,184 Less: accumulated depreciation and depletion 620,830 580,807 Net property, plant and equipment 393,067 414,377 Other assets 4,172 1,252 $ 429,232 $ 448,784 LIABILITIES AND PARTNERS' CAPITAL Current liabilities: Current maturities of long term debt $ - $ 33,292 Accounts payable 2,028 3,229 Advances from joint venture partners 1,885 3,589 Accrued liabilities 11,772 9,314 Income taxes 11,566 19,280 Total current liabilities 27,251 68,704 Deferred income taxes 163,549 167,206 Other liabilities 10,398 10,048 Partners' capital 308,034 282,826 Less: demand notes receivable 80,000 80,000 228,034 202,826 $ 429,232 $ 448,784 See accompanying Notes to Condensed Consolidated Financial Statements. UNIMAR COMPANY AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Thousands of dollars) (Unaudited) Nine Months Ended September 30, 1994 1993 Net earnings $ 25,307 $ 19,772 Adjustments to reconcile to net cssh provided by operating activities: Loss on extraordinary item 3,108 - Depletion, depreciation and amortization 40,265 38,781 Deferred income taxes (3,657) (2,030) Exploratory dry hole costs 2,503 3,433 Interest accretion - 1,089 Working capital and other (11,963) 553 Net cash provided by operating activities 55,563 61,598 Investment activities: Capital expenditures (21,459) (30,511) Financing activities: Repayment of debt (36,400) - Capital distributions - net (100) (30,700) Net cash used in financing activities (36,500) (30,700) (Decrease) increase in advances from joint venture partners (1,704) (1,288) Net (decrease) increase in cash and cash equivalents (4,100) (901) Cash and cash equivalents at beginning of period 8,284 6,461 Cash and cash equivalents at end of period $ 4,184 $ 5,560 IPU distributions paid $ 13,689 $ 12,719 Income taxes paid $ 70,941 $ 67,330 See accompanying Notes to Condensed Consolidated Financial Statements. UNIMAR COMPANY AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements September 30, 1994 (Unaudited) (1) Unimar Company (the Company) is a general partnership organized under the Texas Uniform Partnership Act, whose partners are Unistar, Inc., a Delaware corporation and a direct subsidiary of Union Texas Petroleum Holdings, Inc., a Delaware corporation, and LASMO (Ustar) Inc., a Delaware corporation and an indirect wholly-owned subsidiary of LASMO plc, a public limited company organized under the laws of England. Each partner shares equally in the Company's net earnings, distributions and capital contributions. (2) These condensed consolidated financial statements should be read in the context of the consolidated financial statements and notes thereto included in the Company's 1993 annual report on Form 10-K. In the opinion of management, the accompanying financial statements contain all adjustments of a normal recurring nature necessary for a fair presentation. Interim results are not necessarily indicative of results on an annualized basis. UNIMAR COMPANY AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements, Continued September 30, 1994 (Unaudited) (3) The table below outlines the calculation of the Indonesian Participating Unit (IPU) participation payment for the third quarter of 1994. 1994 Third Quarter (Thousands of dollars) Positive cash flow: Gas receipts $ 47,949 Oil and condensate receipts 7,379 Other non-revenue cash receipts from Joint Venture 1,198 Total positive cash flow 56,526 Less negative cash flow: Expenditures to Joint Venture 13,920 Indonesian income taxes 22,779 Total negative cash flow 36,699 Net positive cash flow from 23.125% interest in Joint Venture $ 19,827 Net cash flow for benefit of IPU holders* $ 4,850 Participation Payment per IPU* $ .45 * Each IPU is entitled to 1/14,077,747 of 32% of net positive cash flow. As of September 30, 1994 there were 10,778,590 IPUs issued and outstanding. UNIMAR COMPANY AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with the business section, consolidated financial statements, notes, and management's discussion contained in the Company's 1993 annual report on Form 10-K, and condensed consolidated financial statements and notes contained in this report. Liquidity and Capital Resources Cash flow from operations for the nine months ended September 30, 1994 amounted to $55.6 million as compared to $61.6 million for the same period in 1993. Capital expenditures and partners' distributions to the Company for the nine months ended September 30, 1994 were $21.5 million and $0.1 million, respectively. For the nine months ended September 30, 1993, capital expenditures and Company distributions to the partners were $30.5 million and $30.7 million, respectively. The Company's share of the 1994 Indonesian Joint Venture expenditures is expected to be approximately $56 million of which $38 million is anticipated for capital items. During the first nine months of 1994, approximately $44 million was called by the Joint Venture as compared to $49 million for the nine months ended September 30, 1993. The Company's ability to generate cash is primarily dependent on the prices it receives for the sale of LNG and, to a lesser extent, the sale of crude oil and LPG. In the event cash generated from operations is not sufficient to meet capital investment and other requirements, any shortfall will be funded through additional cash contributions by the partners. The Company cannot predict with any degree of certainty the prices it will receive in future periods for its crude oil and LNG. The Company's financial condition, operating results and liquidity will be materially affected by any significant fluctuations in its sales prices. Results of Operations Quarter Ended September 30, 1994 Compared to Quarter Ended September 30, 1993 Net income for the third quarter of 1994 increased $4.7 million to $10.1 million, compared to $5.4 million in the same quarter of 1993. The increase was primarily due to higher revenues, lower interest costs and lower net income taxes partially offset by higher exploration costs. UNIMAR COMPANY AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued Revenues for the third quarter of 1994 were $51.9 million, compared to $47.8 million in 1993's third quarter. The higher level of revenue was caused by a 21 percent increase in LNG sales volumes and partially offset by a 39 percent decrease in crude oil volumes over the corresponding 1993 quarter. The Joint Venture's share of the LNG delivered from the Bontang plant in the third quarter of 1994 increased to 109 trillion BTUs (37.0 net equivalent cargoes) as compared to 90 trillion BTUs (30.8 net equivalent cargoes) in the third quarter of 1993. The increase in LNG volumes was made possible by the completion of the plant expansion in late 1993 allowing for the commencement of two twenty-year sales contracts with certain Japanese and Korean buyers, and additional LNG volumes sold due to an interruption at another LNG facility. Crude oil and condensate sales volumes net to the Company during the third quarter of 1994 decreased to 299 thousand barrels as compared to 494 thousand barrels for the same period in 1993. The Company reduced its crude oil nominations in the third quarter of 1994 as a result of overlifting its proportionate share of barrels in the first six months of 1994. The average price received per million BTUs of LNG for the third quarter of 1994 decreased 4 percent to $2.70 per million BTUs as compared to the same period in 1993. The average realized crude oil price fell 3 percent to $17.37 per barrel in the third quarter of 1994 as compared to the corresponding 1993 quarter. Depletion, depreciation, and amortization increased $0.2 million primarily due to the higher gas production volumes discussed above. The increase was offset by lower depletion rates resulting from reserve additions since the third quarter of 1993. Exploration costs for the three months ended September 30, 1994 included the write-off of an exploration well drilled earlier in the year. Income taxes in the third quarter of 1994 were $20.6 million, a decrease of $0.8 million as compared to the same period in 1993. Current income taxes in the third quarter of 1994 increased $3.1 million primarily due to higher LNG revenues as compared to the corresponding 1993 quarter. The effective income tax rates for the quarter ended September 30, 1994 and September 30, 1993 were 67 percent and 80 percent, respectively. The lower effective tax rate was primarily attributable to a decrease in non-Indonesian tax deductible expenses including interest expense on the Company's 8- 1/4% debentures which were redeemed in January of this year. UNIMAR COMPANY AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued Nine Months Ended September 30, 1994 Compared to Nine Months Ended September 30, 1993 Earnings before extraordinary item for the first nine months of 1994 increased $8.6 million to $28.4 million as compared to the same period in 1993. The increase was primarily due to higher revenues, lower dry hole costs and lower interest expense. Revenues for the nine months ended September 30, 1994 were $149.8 million compared to $145.0 million in the corresponding 1993 period. The higher level of revenue was caused by a 16 percent increase in LNG volumes and offset by an 11 percent decrease in sales prices for both LNG and crude oil. The Joint Venture's share of LNG volumes in the first nine months of 1994 increased to 307 trillion BTUs (104.4 net equivalent cargoes) as compared to 264 trillion BTUs (90.0 net equivalent cargoes) in the first nine months of 1993. The increase in LNG volumes was made possible by the completion of the plant expansion in late 1993 allowing for the commencement of two twenty-year sales contracts with certain Japanese and Korean buyers, and additional LNG volumes sold due to an interruption at another LNG facility. Crude oil and condensate volumes net to the Company for the nine months ended September 30, 1994 decreased 3 percent to 1.4 million barrels as compared to the same period in 1993. The prices received for both LNG and crude oil in the first nine months of 1994 decreased 11 percent, as compared to the same period in 1993. The average price received per million BTUs of LNG for the first nine months of 1994 decreased $0.34 to $2.51 per million BTUs as compared to $2.85 per million BTUs for the corresponding 1993 period. The average realized crude oil price fell $2.03 per barrel to $16.46 per barrel for the nine months ended September 30, 1994 as compared to $18.49 per barrel in the first nine months of 1993. Additionally, the 1994 results benefitted from a favorable non-taxable crude oil revenue final settlement from 1993 reflecting a reallocation of certain capital expenditures from gas to oil. Depletion, depreciation, and amortization increased $1.5 million primarily due to the higher gas production volumes discussed above. The increase was offset by lower depletion rates resulting from reserve additions since September 30, 1993. Exploration costs in the first nine months of 1994 decreased $2.5 million to $2.6 million, as compared to the same period in 1993. The 1994 period included one dry hole as compared to two dry holes and seismic expenses included in 1993. UNIMAR COMPANY AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued Interest expense for the nine months ended September 30, 1994 decreased $3.4 million reflecting the redemption of the Company's 8-1/4% debentures on January 5, 1994 discussed below. Income taxes for the nine months ended September 30, 1994 were $63.2 million, an increase of $0.2 million as compared to the same period in 1993. Current income taxes in the first nine months of 1994 increased $1.9 million to $66.9 million, as compared to the corresponding 1993 period. The increase in current income taxes was a result of the higher LNG revenues experienced in the nine months ended September 30, 1994 as discussed above. The effective income tax rates for the nine months ended September 30, 1994 and September 30, 1993 were 69 percent and 76 percent, respectively. The lower effective income tax rate was primarily attributable to a decrease in non-Indonesian tax deductible expenses including interest expense on the Company's 8-1/4% debentures which were redeemed in January of this year. The extraordinary loss on redemption of debt in 1994 was a $3.1 million loss on the early redemption of the Company's 8-1/4% convertible subordinated guaranteed debentures, due originally in December 1995. These debentures were repaid on January 5, 1994 in the principal amount of $36.4 million. PART II. OTHER INFORMATION Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K None. UNIMAR COMPANY 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. UNIMAR COMPANY By: /S/ GEORGE W. BERKO George W. Berko Member of the Management Board (principal financial officer) DATE: November 11, 1994