UNIMAR COMPANY TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Statements of Earnings For the Three Months ended March 31, 1995 and March 31, 1994 . . . . .1 Condensed Consolidated Balance Sheets as of March 31, 1995 and December 31, 1994. . . .2 Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 1995 and March 31, 1994 . . . . .3 Notes to Condensed Consolidated Financial Statements as of March 31, 1995 . . . . . .4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . . . . . . . . . .6 PART II. OTHER INFORMATION Item 5. Other Information . . . . . . . . . . . . . .8 Item 6. Exhibits and Reports on Form 8-K. . . . . . .8 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . .9 PART I. FINANCIAL INFORMATION UNIMAR COMPANY AND SUBSIDIARIES Condensed Consolidated Statements of Earnings (Thousands of dollars) (Unaudited) Three Months Ended March 31, 1995 1994 Oil and gas production revenues $60,539 $55,151 Production costs 5,772 4,892 Depletion, depreciation and amortization 12,191 14,859 Exploration costs including dry holes (18) 16 Operating profit 42,594 35,384 General and administrative expenses (326) (291) Other income and expense 105 47 Earnings before income taxes and extraordinary item 42,373 35,140 Income tax expense Current 28,927 24,051 Deferred (726) 1,271 28,201 25,322 Earnings before extraordinary item 14,172 9,818 Extraordinary loss on redemption of debt - 3,108 Net earnings $14,172 $ 6,710 See accompanying Notes to Condensed Consolidated Financial Statements. UNIMAR COMPANY AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Thousands of dollars) March 31, December 31, 1995 1994 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 3,175 $ 3,421 Accounts and notes receivable 8,744 5,882 Inventories 12,889 12,467 Other current assets 5,574 2,682 Total current assets 30,382 24,452 Property, plant and equipment, at cost: Oil and gas properties (successful efforts method) 1,028,762 1,023,546 Other 2,126 2,113 1,030,888 1,025,659 Less: accumulated depreciation and depletion 643,772 631,499 Net property, plant and equipment 387,116 394,160 Other assets 3,704 3,567 $ 421,202 $ 422,179 LIABILITIES AND PARTNERS' CAPITAL Current liabilities: Accounts payable $ 2,330 $ 2,620 Advances from joint venture partners 99 1,629 Accrued liabilities 13,986 14,987 Income taxes 15,514 11,326 Total current liabilities 31,929 30,562 Deferred income taxes 162,240 162,966 Other liabilities 11,012 10,403 Partners' capital 296,021 298,248 Less: demand notes receivable 80,000 80,000 216,021 218,248 $ 421,202 $ 422,179 See accompanying Notes to Condensed Consolidated Financial Statements. UNIMAR COMPANY AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Thousands of dollars) (Unaudited) Three Months Ended March 31, 1995 1994 Net earnings $ 14,172 $ 6,710 Adjustments to reconcile to net cash provided by operating activities: Loss on extraordinary item - 3,108 Depletion, depreciation and amortization 12,273 14,961 Deferred income taxes (726) 1,271 Exploratory dry hole costs (22) (3) Working capital and other (2,806) 692 Net cash provided by operating activities 22,891 26,739 Investment activities: Capital expenditures (5,207) (4,553) Net cash used in investing activities (5,207) (4,553) Financing activities: Repayment of debt - (36,400) Capital contributions (distributions)-net (16,400) 14,300 Net cash used in financing activities (16,400) (22,100) Decrease in advances from joint venture partners (1,530) (1,521) Decrease in cash and cash equivalents (246) (1,435) Cash and cash equivalents at beginning of quarter 3,421 8,284 Cash and cash equivalents at end of quarter $ 3,175 $ 6,849 IPU distributions paid $ 5,281 $ 4,096 Interest paid $ 0 $ 300 Income taxes paid $ 24,739 $ 25,264 See accompanying Notes to Condensed Consolidated Financial Statements. UNIMAR COMPANY AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements March 31, 1995 (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 1994 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. (3) In March 1995, the Financial Accounting Standards Board ("FASB") released Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," which set forth the criteria for impairment of plant, property and equipment and other long-lived assets. Adoption of the Statement is required for years beginning after December 15, 1995. The Company is currently reviewing the Statement; however, the Company believes that the pronouncement will have no material impact on the financial statements of the Company. UNIMAR COMPANY AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements, Continued March 31, 1995 (Unaudited) (4) The table below outlines the calculation of the Indonesian Participating Unit (IPU) participation payment for the first quarter of 1995. 1995 First Quarter (Thousands of dollars) Positive cash flow: Gas receipts $ 54,338 Oil and condensate receipts 7,819 Other non-revenue cash receipts from Joint Venture 1,082 Total positive cash flow 63,239 Less negative cash flow: Expenditures to Joint Venture 14,986 Indonesian income taxes 27,145 Total negative cash flow 42,131 Net positive cash flow from 23.125% interest in Joint Venture $ 21,108 Net cash flow for benefit of IPU holders* $ 5,174 Participation Payment per IPU* $ .48 * Each IPU is entitled to 1/14,077,747 of 32% of net positive cash flow until September 25, 1999. As of March 31, 1995, 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 1994 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 three months ended March 31, 1995 amounted to $22.9 million as compared to $26.7 million for the same period in 1994. Capital expenditures and distributions to the partners for the first quarter of 1995 were $5.2 million and $16.4 million, respectively. For the three months ended March 31, 1994, capital expenditures and partners' contributions to the Company were $4.6 million and $14.3 million, respectively. The Company's share of the 1995 Indonesian Joint Venture expenditures is expected to be approximately $49 million of which $29 million is anticipated for development expenditures. During the first three months of 1995, approximately $15 million was called by the Joint Venture as compared to $14 million for the three months ended March 31, 1994. 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. LNG and LPG are primarily sold under long term contracts whose prices are indexed by a basket of world crudes. 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 and as such, any change in world crude prices. Results of Operations Quarter Ended March 31, 1995 Compared to Quarter Ended March 31, 1994 For the first quarter of 1995, revenues were $60.5 million, compared to $55.2 million in 1994. The increase in revenues was primarily attributable to a 14 percent increase in the average price per million BTUs received for LNG and a 12 percent increase in the realized price per barrel of crude oil. The average price received per million BTUs of LNG for the first quarter of 1995 increased to $2.73 per million BTUs as compared to $2.40 for the UNIMAR COMPANY AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued same period in 1994. The average realized crude oil price increased $1.86 to $17.50 per barrel in the first quarter of 1995 from $15.64 per barrel in the first quarter of 1994. The prices received by the Company for its products reflected the increase in world wide crude oil prices which occurred during the past twelve months. Gross LNG Sales increased by five cargoes to 74 cargoes in the first quarter of 1995 as compared to the same quarter in 1994; however, the Joint Venture's share of the LNG sold decreased to 114 trillion BTUs (38.8 net equivalent cargoes) from 120 trillion BTUs (40.8 net equivalent cargoes) as more of the LNG sold in the first quarter of 1995 was under those contracts in which the Joint Venture has a lower net revenue sharing interest. Furthermore, the Joint Venture expects to deliver fewer net equivalent cargoes during 1995 than were delivered in 1994. Crude oil volumes net to the Company increased 10 percent to 469 thousand barrels for the quarter ended March 31, 1995. The final settlement with Pertamina, the Indonesian national oil company, relating to 1994 production was recorded in the quarter ended March 31, 1995. The final settlement was favorable, although $1.4 million lower than the 1993 adjustment recorded in the first quarter of 1994. Depletion, depreciation and amortization decreased $2.7 million due to the lower LNG production volumes discussed above. Additionally, lower depletion rates resulted from a higher level of reserves due to reserve additions which were booked in the fourth quarter of 1994. Indonesian income tax expense in the first quarter of 1995 increased $2.9 million to $28.2 million from $25.3 million in the first quarter of 1994. The increase in current income tax expense in the first quarter of 1995 was primarily due to higher first quarter revenues and a lower favorable tax final settlement. The effective tax rates for the 1995 and 1994 first quarters were 67 percent and 72 percent, respectively. These rates are the aggregate of Indonesian source income taxed at a 56 percent rate, and certain expenses attributable to Unimar activities not deductible in the partnership. The extraordinary loss on redemption of debt in 1994 included 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 (a) Exhibits (27)-1- Financial Data Schedule for the three months ended March 31, 1995. (b) 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 and the officer duly authorized to sign on behalf of the registrant.) DATE: May 11, 1995