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, 1996 and June 30, 1995 . . . . . . .1 Condensed Consolidated Balance Sheets as of June 30, 1996 and December 31, 1995. . . . . .2 Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 1996 and June 30, 1995. . . . . . . .3 Notes to Condensed Consolidated Financial Statements as of June 30, 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. . . . . . . . . . . . . . . .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 Six Months Ended June 30, June 30, 1996 1995 1996 1995 Oil and gas production revenues $57,615 $53,261 $126,211 $113,800 Production costs 6,009 6,473 11,882 12,246 Depletion, depreciation and amortization 10,856 10,517 23,704 22,708 Exploration costs including dry holes (111) - 247 (19) Operating profit 40,861 36,271 90,378 78,865 General and administrative expenses 332 329 569 655 Other income (66) (116) (155) (221) Earnings before income taxes 40,595 36,058 89,964 78,431 Income tax expense Current 30,284 26,411 64,068 55,338 Deferred (1,876) (1,375) (3,752) (2,101) 28,408 25,036 60,316 53,237 Net earnings $12,187 $11,022 $ 29,648 $ 25,194 See accompanying Notes to Condensed Consolidated Financial Statements. UNIMAR COMPANY AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Thousands of dollars) June 30, December 31, 1996 1995 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 4,661 $ 4,882 Accounts and notes receivable 13,065 7,415 Inventories 8,380 9,839 Other current assets 2,193 3,372 Total current assets 28,299 25,508 Property, plant and equipment, at cost: Oil and gas properties (successful efforts method) 1,060,530 1,049,708 Other 2,274 2,264 1,062,804 1,051,972 Less: accumulated depreciation and depletion 697,384 673,543 Net property, plant and equipment 365,420 378,429 Other assets 3,627 3,277 $ 397,346 $ 407,214 LIABILITIES AND PARTNERS' CAPITAL Current liabilities: Accounts payable $ 2,488 $ 2,394 Advances from joint venture partners 948 2,777 Accrued liabilities 13,944 14,595 Income taxes 12,781 11,697 Total current liabilities 30,161 31,463 Deferred income taxes 154,612 158,364 Other liabilities 12,759 12,321 Partners' capital 279,814 285,066 Less: demand notes receivable 80,000 80,000 199,814 205,066 $ 397,346 $ 407,214 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, 1996 1995 Net earnings $ 29,648 $ 25,194 Adjustments to reconcile to net cash provided by operating activities: Depletion, depreciation and amortization 23,841 22,874 Deferred income taxes (3,752) (2,101) Exploratory dry hole costs - (22) Changes in working capital and other (2,397) (5,560) Net cash provided by operating activities 47,340 40,385 Investment activities: Capital expenditures (10,832) (10,875) Net cash used in investing activities (10,832) (10,875) Financing activities: Capital contributions 12,940 20,800 Capital distributions (47,840) (48,000) Net cash used in financing activities (34,900) (27,200) Increase (Decrease) in advances from joint venture partners (1,829) 1,451 Increase (Decrease) in cash and cash equivalents (221) 3,761 Cash and cash equivalents at beginning of period 4,882 3,421 Cash and cash equivalents at end of period $ 4,661 $ 7,182 IPU distributions paid $ 11,641 $ 10,456 Income taxes paid $ 62,984 $ 53,354 See accompanying Notes to Condensed Consolidated Financial Statements. UNIMAR COMPANY AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements June 30, 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 June 30, 1996 (Unaudited) (3) The table below outlines the calculation of the Indonesian Participating Unit (IPU) participation payment for the second quarter of 1996. 1996 Second Quarter (Thousands of dollars) Positive cash flow: Gas receipts $ 52,160 Oil and condensate receipts 7,494 Other non-revenue cash receipts from Joint Venture 1,709 Total positive cash flow 61,363 Less negative cash flow: Expenditures to Joint Venture 11,020 Indonesian income taxes 27,104 Total negative cash flow 38,124 Net positive cash flow from 23.125% interest in Joint Venture $ 23,239 Net cash flow for benefit of IPU holders* $ 5,713 Participation Payment per IPU* $ .53 * 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, 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 six months ended June 30, 1996 amounted to $47 million, an increase of $7 million as compared to the same period in 1995. The increase resulted primarily from higher sales prices and higher LNG sales volumes. Capital expenditures and net distributions to the partners for the first six months of 1996 were $11 million and $35 million, respectively. For the six months ended June 30, 1995, capital expenditures and net distributions to the partners were $11 million and $27 million, respectively. The Company's share of the 1996 Indonesian Joint Venture (IJV) expenditures is expected to be approximately $44 million of which $24 million is anticipated for exploration and development activities. During the first six months of 1996, $25 million was called by the IJV as compared to $28 million for the six months ended June 30, 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. 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, 1996 Compared to Quarter Ended June 30, 1995 Net earnings for the second quarter of 1996 were $12 million, as compared to $11 million in the prior year. The increase in earnings was mainly due to higher revenues as discussed below. UNIMAR COMPANY AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations Second quarter 1996 revenues were $58 million, an increase of $5 million over the corresponding 1995 quarter. The increased revenues were primarily attributable to a 6 percent increase in both LNG sales prices and volumes, and a 5 percent increase in crude oil sales prices, which were partially offset by a 20 percent decrease in crude oil sales volumes. The average price received for LNG during the second quarter of 1996 increased to $3.00 per million BTUs as compared to $2.84 for the same period in 1995. The average crude oil price increased $0.98 to $18.91 per barrel in the second quarter of 1996. Gross LNG sales increased 18% to 67 cargoes in the second quarter of 1996. The IJV's share of the LNG sold increased 6% to 100 trillion BTUs (33.8 net equivalent cargoes) from 94 trillion BTUs (31.8 net equivalent cargoes). The percentage increase in gross cargoes was greater than the percentage increase in the IJV's share because the additional cargoes delivered were under those contracts in which the IJV has a lower net revenue sharing interest. Crude oil volumes net to the Company decreased by 81 thousand barrels to 323 thousand barrels, due primarily to the timing of crude oil liftings. Indonesian income tax expense in the second quarter of 1996 increased $3 million to $28 million. The increase in current income tax expense during the 1996 second quarter was primarily due to higher second quarter revenues. The effective tax rates for the 1996 and 1995 second quarters were 70 percent and 69 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. Six Months Ended June 30, 1996 Compared to Six Months Ended June 30, 1995 Net earnings for the first six months of 1996 were $30 million, an increase of $5 million over the same period in 1995. The increase in earnings was mainly the result of higher revenues as discussed below. Revenues for the first half of 1996 were $126 million, or $12 million higher than the first half of 1995. Of the $12 million increase, $11 million was from higher prices received for LNG and crude oil sales. The average price received for LNG for the first six months of 1996 was $2.98 per million BTUs, as compared to $2.76 for the same period in 1995. The price received for crude oil sales averaged $18.84 per barrel, an increase of $1.14 per barrel from the 1995 six month average. The prices received by the UNIMAR COMPANY AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations Company for its products reflected higher worldwide crude oil prices during the first half of 1996 as compared to the first half of 1995. Gross LNG sales increased 8% to 141 cargoes in the first half of 1996. The IJV's share of LNG volumes increased 2% to 213 trillion BTUs (72.4 net equivalent cargoes) from 208 trillion BTUs (70.6 net equivalent cargoes). The percentage increase in gross cargoes was greater than the percentage increase in the IJV's share because the additional cargoes delivered were under those contracts in which the IJV has a lower net revenue sharing interest. Crude oil volumes of 869 thousand barrels, net to the Company, were comparable to last year's 873 thousand barrels for the first six months. Exploration costs increased during the first six months of 1996, due to the current year seismic program. These costs reflect an increased budget for seismic expenditures in 1996. Depletion, depreciation and amortization charges increased $1 million to $24 million, mainly due to the increased level of production in the first half of 1996. Income taxes in the first half of 1996 increased $7 million to $60 million. The increase in current tax expense during the first six months of 1996 was primarily due to higher revenues. The effective tax rates for the 1996 and 1995 six months were 67 percent and 68 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. PART II. OTHER INFORMATION Item 5. Other Information During April 1996, Pertamina established 16.5399% as the participation percentage of the IJV in deliveries during the years 2000 to 2017 under long-term LNG sales contracts with the Chinese Petroleum Corporation and Korea Gas Corporation, respectively, and in certain deliveries under an extension of a long-term contract, originally signed in 1981, with Japanese industrial and utility customers. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (27)-1- Financial Data Schedule for the six months ended June 30, 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: August 9, 1996