UNIMAR COMPANY TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Statements of Earnings For the Three Months and Six Months ended June 30, 1995 and June 30, 1994 . . . . . .1 Condensed Consolidated Balance Sheets as of June 30, 1995 and December 31, 1994 . . . .2 Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 1995 and June 30, 1994 . . . . . .3 Notes to Condensed Consolidated Financial Statements as of June 30, 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 . . . . . . . . . . . . . .9 Item 6. Exhibits and Reports on Form 8-K. . . . . . .10 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . .10 PART I. FINANCIAL INFORMATION UNIMAR COMPANY AND SUBSIDIARIES Condensed Consolidated Statements of Earnings (Thousands of dollars) (Unaudited) Three Months Ended Six Months Ended June 30, June 30, 1995 1994 1995 1994 Oil and gas production revenues $53,261 $42,717 $113,800 $ 97,868 Production costs 6,473 4,954 12,246 9,846 Depletion, depreciation and amortization 10,517 11,655 22,708 26,514 Exploration costs including dry holes - 90 (19) 106 Operating profit 36,271 26,018 78,865 61,402 General and administrative expenses (329) (308) (655) (599) Other income and expense 116 33 221 80 Earnings before income taxes 36,058 25,743 78,431 60,883 Income tax expense Current 26,411 18,079 55,338 42,130 Deferred (1,375) (845) (2,101) 426 25,036 17,234 53,237 42,556 Earnings before extraordinary item 11,022 8,509 25,194 18,327 Extraordinary loss on redemption debt - - - 3,108 Net earnings $11,022 $ 8,509 $ 25,194 $ 15,219 See accompanying Notes to Condensed Consolidated Financial Statements. UNIMAR COMPANY AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Thousands of dollars) June 30, December 31, 1995 1994 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 7,182 $ 3,421 Accounts and notes receivable 11,067 5,882 Inventories 12,476 12,467 Other current assets 5,825 2,682 Total current assets 36,550 24,452 Property, plant and equipment, at cost: Oil and gas properties (successful efforts method) 1,034,422 1,023,546 Other 2,134 2,113 1,036,556 1,025,659 Less: accumulated depreciation and depletion 654,373 631,499 Net property, plant and equipment 382,183 394,160 Other assets 3,793 3,567 $ 422,526 $ 422,179 LIABILITIES AND PARTNERS' CAPITAL Current liabilities: Accounts payable $ 2,500 $ 2,620 Advances from joint venture partners 3,080 1,629 Accrued liabilities 14,911 14,987 Income taxes 13,310 11,326 Total current liabilities 33,801 30,562 Deferred income taxes 160,865 162,966 Other liabilities 11,617 10,403 Partners' capital 296,243 298,248 Less: demand notes receivable 80,000 80,000 216,243 218,248 $ 422,526 $ 422,179 See accompanying Notes to Condensed Consolidated Financial Statements. UNIMAR COMPANY AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Thousands of dollars) (Unaudited) Six Months Ended June 30, 1995 1994 Net earnings $ 25,194 $ 15,219 Adjustments to reconcile to net cash provided by operating activities: Loss on extraordinary item - 3,108 Depletion, depreciation and amortization 22,874 26,717 Deferred income taxes (2,101) 426 Exploratory dry hole costs (22) 3 Working capital and other (5,560) (9,413) Net cash provided by operating activities 40,385 36,060 Investment activities: Capital expenditures (10,875) (13,861) Net cash used in investing activities (10,875) (13,861) Financing activities: Repayment of debt - (36,400) Capital contributions (distributions)-net (27,200) 13,900 Net cash used in financing activities (27,200) (22,500) Increase (Decrease) in advances from joint venture partners 1,451 (1,687) Increase (Decrease) in cash and cash equivalents 3,761 (1,988) Cash and cash equivalents at beginning of period 3,421 8,284 Cash and cash equivalents at end of period $ 7,182 $ 6,296 IPU distributions paid $ 10,456 $ 10,563 Interest paid $ 0 $ 300 Income taxes paid $ 53,354 $ 47,996 See accompanying Notes to Condensed Consolidated Financial Statements. UNIMAR COMPANY AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements June 30, 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 June 30, 1995 (Unaudited) (4) The table below outlines the calculation of the Indonesian Participating Unit (IPU) participation payment for the second quarter of 1995. 1995 Second Quarter (Thousands of dollars) Positive cash flow: Gas receipts $ 47,678 Oil and condensate receipts 8,234 Other non-revenue cash receipts from Joint Venture 1,411 Total positive cash flow 57,323 Less negative cash flow: Expenditures to Joint Venture 12,911 Indonesian income taxes 24,477 Total negative cash flow 37,388 Net positive cash flow from 23.125% interest in Joint Venture $ 19,935 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 until September 25, 1999 at which time the Units will expire with no residual value. As of June 30, 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 six months ended June 30, 1995 amounted to $40 million (1994 six months, $36 million). For the first six months of 1995, capital expenditures to the Joint Venture were $11 million and distributions by the Company to its partners were $27 million (1994 six months, capital expenditures - $14 million and partners' contributions - $14 million). The Company's share of expenditures for the Joint Venture decreased in the first half of 1995 as compared to the same period in 1994 due primarily to planned reductions in exploration and development activities in the current year. 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 six months of 1995, $28 million was called by the Joint Venture (1994 six months - $30 million). 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 Indonesian 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. Results of Operations Quarter Ended June 30, 1995 Compared to Quarter Ended June 30, 1994 Net earnings for the second quarter of 1995 were $11 million, or $2 million higher than 1994's second quarter earnings. The main contributing factor to this increase in earnings was higher revenues from gas sales as discussed below. UNIMAR COMPANY AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations For the second quarter of 1995, revenues were $53 million, an increase of $10 million over the 1994 corresponding quarter. These higher revenues were primarily the result of a 19 percent increase in the average price received for LNG and an 8 percent increase in the Company's average realized crude oil price. The LNG sales price during the second quarter of 1995 averaged $2.84 per million btus as compared to $2.38 for the 1994 second quarter, a 46 cent improvement. The Company's average realized crude oil price during the 1995's second quarter of $17.93 per barrel increased by $1.35 from the 1994 second quarter price of $16.58. The prices received by the Company for its products reflect the increase in worldwide crude oil prices which have occurred during the past twelve months. Gross LNG sales increased by 10 cargoes to 57 cargoes in the second quarter of 1995. The Joint Venture's share of the LNG sold increased to 94 trillion btus (or 31.8 net equivalent cargoes) from 78 trillion btus (or 26.6 net equivalent cargoes). This increase was seen across all Packages and also included the commencement in 1995 of sales under Package V's Korean medium term sales contract. Gross crude oil and condensate volumes of 4.6 million barrels for the second quarter of 1995 were consistent with last year's second quarter volumes. However, crude oil and condensate volumes net to the Company of 404 thousand barrels decreased by 254 thousand barrels, primarily due to a reduction in expenditures which are cost recoverable. Production costs of $6.5 million were about $1.5 million above last year's second quarter costs. Reasons for this increase included workover costs on development wells and higher operating expenses. Depletion, depreciation and amortization charges decreased $1 million due to the continued effect of the fourth quarter 1994 reserve additions offset in part by an 8 percent increase in second quarter oil and gas production over last year's second quarter. Income taxes in the second quarter of 1995 increased $8 million to $25 million. The increase in current tax expense during the 1995 second quarter results primarily from the increased LNG revenues discussed above. The effective tax rates for the 1995 and 1994 second quarters were 69 percent and 67 percent respectively. These rates are the aggregate of Indonesian source income taxed at a 56 percent rate, and certain expenses attributable to Unimar activities which are not deductible in the partnership. UNIMAR COMPANY AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations Six Months Ended June 30, 1995 Compared to Six Months Ended June 30, 1994 Net earnings for the first six months of 1995 were $25 million, or $7 million higher than 1994's six month earnings (before extraordinary item). The primary reason for the increase in earnings was due to higher gas revenues as discussed below. Revenues for the first six months of 1995 were $114 million, or $16 million higher than the 1994 corresponding revenues. Higher oil and gas realized sales prices and increased gas volumes were the main factors contributing to this favorable variance, offset in part by lower crude oil volumes net to the Company during the 1995 period. The average LNG sales price for the six month 1995 period was $2.76 per million btus, a 15 percent increase over the 1994 six month value of $2.40. The Company's realized crude oil sales price averaged $17.70 per barrel, a 9 percent increase over the 1994 six month value of $16.21. Gross LNG sales increased by 15 cargoes to 131 cargoes in the first half of 1995. The Joint Venture's share of LNG volumes in the first half of 1995 increased to 208 trillion btus (or 70.6 net equivalent cargoes) from 198 trillion btus (or 67.4 net equivalent cargoes) for the first six months of 1994. The majority of this increased volume came from the commencement in 1995 of sales under Package V's Korean medium term sales contract. However, the Joint Venture expects to deliver 134 net equivalent cargoes during 1995, which is fewer than the 138 that were delivered in 1994. Gross crude oil and condensate volumes for the first six months of 1995 were 9.1 million barrels, slightly above the comparative period in 1994. However, crude oil volumes net to the Company of 873 thousand barrels were lower than last year by about 20 percent, mainly due to lower expenditures which are cost recoverable. Also, oil final settlement recorded in 1995 was about $1 million less than the comparative figure recorded in 1994. Production costs for the first six months of 1995 amounted to $12 million, an increase of about $2 million over last year's comparative period. Higher operating expenses and workover costs accounted for this increase. Depletion, depreciation and amortization charges decreased $4 million due to the effect of the fourth quarter 1994 reserve UNIMAR COMPANY AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations additions and consistent net oil and gas production; these factors contributed to a 34 cent per net equivalent barrel lower depletion charge in the first half of this year. Income taxes in the first half of 1995 increased $10 million to $53 million. The increase in current tax expense during the 1995 six month period results primarily from the increased LNG revenues discussed above. The effective tax rates for the 1995 and 1994 six months were 68 percent and 70 percent respectively. These rates are the aggregate of Indonesian source income taxed at a 56 percent rate, and certain expenses attributable to Unimar activities which are not deductible in the partnership. The extraordinary loss on redemption of debt in the first six months of 1994 was a $3 million loss on the early redemption of the Company's 8-1/4% convertible subordinated guaranteed debentures, due originally in December of 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 In July 1995, financing was completed in the amount of $969.5 million for the construction of Train G, a dock and other support facilities at the Bontang plant. (The Bontang plant is owned by Pertamina, the Indonesian national oil company, and operated on a cost-reimbursement basis by a corporation owned in part by the Indonesian Joint Venture.) The financing is provided from Japanese sources through an arrangement similar to that used in the financing of Train E and Train F, under which debt service is paid by a trustee and paying agent to lenders primarily from the proceeds of designated LNG Sales to the Chinese Petroleum Corporation, Korean Gas Corporation and a group of Japanese industrial and utility customers. The financing is non-recourse to the Joint Venture, the other production sharing contractors and Pertamina. Bontang plant processing fees, debt service with respect to plant financings, transportation (as required) and other costs are deducted from LNG sales proceeds, and the balance is then distributed to Pertamina, the Joint Venture and other production sharing contractors. Construction of Train G has commenced and is expected to be completed in late 1997. Repayment of debt outstanding under the financing is expected to begin in 1998. PART II. OTHER INFORMATION (continued) Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (27)-1- Financial Data Schedule for the six months ended June 30, 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: August 11, 1995