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, 1996 and March 31, 1995 . . . . .1 Condensed Consolidated Balance Sheets as of March 31, 1996 and December 31, 1995. . . .2 Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 1996 and March 31, 1995 . . . . .3 Notes to Condensed Consolidated Financial Statements as of March 31, 1996 . . . . . .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, 1996 1995 Oil and gas production revenues $68,596 $60,539 Production costs 5,873 5,772 Depletion, depreciation and amortization 12,848 12,191 Exploration costs including dry holes 358 (18) Operating profit 49,517 42,594 General and administrative expenses 237 326 Other income (89) (105) Earnings before income taxes 49,369 42,373 Income tax expense Current 33,784 28,927 Deferred (1,876) (726) 31,908 28,201 Net earnings $17,461 $14,172 See accompanying Notes to Condensed Consolidated Financial Statements. UNIMAR COMPANY AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Thousands of dollars) March 31, December 31, 1996 1995 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 6,444 $ 4,882 Accounts and notes receivable 10,008 7,415 Inventories 8,791 9,839 Other current assets 2,863 3,372 Total current assets 28,106 25,508 Property, plant and equipment, at cost: Oil and gas properties (successful efforts method) 1,055,477 1,049,708 Other 2,268 2,264 1,057,745 1,051,972 Less: accumulated depreciation and depletion 686,466 673,543 Net property, plant and equipment 371,279 378,429 Other assets 3,645 3,277 $ 403,030 $ 407,214 LIABILITIES AND PARTNERS' CAPITAL Current liabilities: Accounts payable $ 2,097 $ 2,394 Advances from joint venture partners 2,475 2,777 Accrued liabilities 15,910 14,595 Income taxes 15,297 11,697 Total current liabilities 35,779 31,463 Deferred income taxes 156,488 158,364 Other liabilities 12,336 12,321 Partners' capital 278,427 285,066 Less: demand notes receivable 80,000 80,000 198,427 205,066 $ 403,030 $ 407,214 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, 1996 1995 Net earnings $ 17,461 $ 14,172 Adjustments to reconcile to net cash provided by operating activities: Depletion, depreciation and amortization 12,923 12,273 Deferred income taxes (1,876) (726) Exploratory dry hole costs - (22) Changes in working capital and other 3,229 (2,806) Net cash provided by operating activities 31,737 22,891 Investment activities: Capital expenditures (5,773) (5,207) Net cash used in investing activities (5,773) (5,207) Financing activities: Capital contributions 7,800 8,200 Capital distributions (31,900) (24,600) Net cash used in financing activities (24,100) (16,400) Decrease in advances from joint venture partners (302) (1,530) Increase (decrease) in cash and cash equivalents 1,562 (246) Cash and cash equivalents at beginning of period 4,882 3,421 Cash and cash equivalents at end of period $ 6,444 $ 3,175 IPU distributions paid $ 4,635 $ 5,281 Income taxes paid $ 30,184 $ 24,739 See accompanying Notes to Condensed Consolidated Financial Statements. UNIMAR COMPANY AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements March 31, 1996 (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 1995 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 March 31, 1996 (Unaudited) (3) The table below outlines the calculation of the Indonesian Participating Unit (IPU) participation payment for the first quarter of 1996. 1996 First Quarter (Thousands of dollars) Positive cash flow: Gas receipts $ 64,740 Oil and condensate receipts 9,523 Other non-revenue cash receipts from Joint Venture 1,511 Total positive cash flow 75,774 Less negative cash flow: Expenditures to Joint Venture 13,817 Indonesian income taxes 33,196 Total negative cash flow 47,013 Net positive cash flow from 23.125% interest in Joint Venture $ 28,761 Net cash flow for benefit of IPU holders* $ 7,006 Participation Payment per IPU* $ .65 *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 March 31, 1996, 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 1995 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, 1996 amounted to $31.7 million as compared to $22.9 million for the same period in 1995. The increase resulted primarily from higher sales prices. Capital expenditures and net distributions to the partners for the first quarter of 1996 were $5.8 million and $24.1 million, respectively. For the three months ended March 31, 1995, capital expenditures and net distributions to the partners were $5.2 million and $16.4 million, respectively. The Company's share of the 1996 Indonesian Joint Venture expenditures is expected to be approximately $46 million of which $26 million is anticipated for exploration and development activities. During the first three months of 1996, approximately $14 million was called by the Joint Venture as compared to $15 million for the three months ended March 31, 1995. 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 sales prices. Results of Operations Quarter Ended March 31, 1996 Compared to Quarter Ended March 31, 1995 For the first quarter of 1996, revenues were $68.6 million, compared to $60.5 million in the corresponding 1995 quarter. Of the $8.1 million revenue increase, $7.6 million was from higher prices received for LNG and crude oil sales. The average price received for LNG during the first quarter of 1996 increased to $2.96 per million BTUs as compared to $2.73 for the same period in 1995. The average crude oil price increased $1.30 to $18.80 per UNIMAR COMPANY AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued barrel in the first quarter of 1996 from $17.50 per barrel in the first quarter of 1995. The prices received by the Company for its products reflected the increase in world wide crude oil prices which occurred during the first quarter of 1996. Gross LNG sales of 74 cargoes in the first quarter of 1996 were unchanged from the same quarter in 1995, and the Joint Venture's share of the LNG sold, 113 trillion BTUs (38.6 net equivalent cargoes), was comparable to 114 trillion BTUs (38.8 net equivalent cargoes) in the first quarter of 1995. Crude oil volumes net to the Company increased 16 percent to 546 thousand barrels for the quarter ended March 31, 1996. The final settlement receivable of $1.0 million from Pertamina relative to 1995 production was recorded in the first quarter of 1996 and increased revenues by $0.8 million above a similar adjustment recorded in the first quarter of 1995. Indonesian income tax expense in the first quarter of 1996 increased $3.7 million to $31.9 million from $28.2 million in the first quarter of 1995. The increase in current income tax expense in the first quarter of 1996 was primarily due to higher first quarter revenues. The effective tax rates for the 1996 and 1995 first quarters were 65 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 not deductible in the partnership. 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, 1996. (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, 1996