UNIMAR COMPANY TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Statements of Earnings For the Three Months and Nine Months ended September 30, 1996 and September 30, 1995 . . 1 Condensed Consolidated Balance Sheets as of September 30, 1996 and December 31, 1995 . . . 2 Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 1996 and September 30, 1995. . . 3 Notes to Condensed Consolidated Financial Statements as of September 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 . . . . . . . . . . . . . . . . . . . . . . . . 9 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, 1996 1995 1996 1995 Oil and gas production revenues $62,693 $43,734 $188,904 $157,534 Production costs 5,762 5,884 17,644 18,130 Depletion, depreciation and amortization 12,180 9,566 35,884 32,274 Exploration costs including dry holes 1,213 29 1,460 10 Operating profit 43,538 28,255 133,916 107,120 General and administrative expenses 559 409 1,128 1,064 Other income (70) (112) (225) (333) Earnings before income taxes 43,049 27,958 133,013 106,389 Income tax expense Current 32,806 21,040 96,874 76,378 Deferred (1,219) (1,378) (4,971) (3,479) 31,587 19,662 91,903 72,899 Net earnings $11,462 $ 8,296 $ 41,110 $ 33,490 See accompanying Notes to Condensed Consolidated Financial Statements. UNIMAR COMPANY AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Thousands of dollars) September 30, December 31, 1996 1995 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 6,309 $ 4,882 Accounts and notes receivable 14,915 7,415 Inventories 8,519 9,839 Other current assets 2,440 3,372 Total current assets 32,183 25,508 Property, plant and equipment, at cost: Oil and gas properties (successful efforts method) 1,064,177 1,049,708 Other 2,280 2,264 1,066,457 1,051,972 Less: accumulated depreciation and depletion 709,640 673,543 Net property, plant and equipment 356,817 378,429 Other assets 3,492 3,277 $ 392,492 $ 407,214 LIABILITIES AND PARTNERS' CAPITAL Current liabilities: Accounts payable $ 4,097 $ 2,394 Advances from joint venture partners 791 2,777 Accrued liabilities 14,297 14,595 Income taxes 15,199 11,697 Total current liabilities 34,384 31,463 Deferred income taxes 153,393 158,364 Other liabilities 13,239 12,321 Partners' capital 271,476 285,066 Less: demand notes receivable 80,000 80,000 191,476 205,066 $ 392,492 $ 407,214 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, 1996 1995 Net earnings $ 41,110 $ 33,490 Adjustments to reconcile to net cash provided by operating activities: Depletion, depreciation and amortization 36,098 32,519 Deferred income taxes (4,971) (3,479) Exploratory dry hole costs - (22) Changes in working capital and other 364 (5,261) Net cash provided by operating activities 72,601 57,247 Investment activities: Capital expenditures (14,488) (17,886) Net cash used in investing activities (14,488) (17,886) Financing activities: Capital contributions 17,400 30,400 Capital distributions (72,100) (69,000) Net cash used in financing activities (54,700) (38,600) Increase (Decrease) in advances from joint venture partners (1,986) (136) Increase (Decrease) in cash and cash equivalents 1,427 625 Cash and cash equivalents at beginning of period 4,882 3,421 Cash and cash equivalents at end of period $ 6,309 $ 4,046 IPU distributions paid $ 17,354 $ 15,306 Income taxes paid $ 93,372 $ 76,603 See accompanying Notes to Condensed Consolidated Financial Statements. UNIMAR COMPANY AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements September 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. The preparation of financial statements in conformity with generally accepted accounting principles requires management to gent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those est Notes to Condensed Consolidated Financial Statements, Continued September 30, 1996 (Unaudited) (3) The table below outlines the calculation of the Indonesian Participating Unit (IPU) participation payment for the third quarter of 1996. 1996 Third Quarter (Thousands of dollars) Positive cash flow: Gas receipts $ 59,738 Oil and condensate receipts 7,368 Other non-revenue cash receipts from Joint Venture 1,056 Total positive cash flow 68,162 Less negative cash flow: Expenditures to Joint Venture 11,884 Indonesian income taxes 30,252 Total negative cash flow 42,136 Net positive cash flow from 23.125% interest in Joint Venture $ 26,026 Net cash flow for benefit of IPU holders* $ 6,359 Participation Payment per IPU* $ .59 * 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 September 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 nine months ended September 30, 1996 amounted to $73 million, an increase of $16 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 nine months of 1996 were $14 million and $55 million, respectively. For the nine months ended September 30, 1995, capital expenditures and net distributions to the partners were $18 million and $39 million, respectively. The Company's share of the 1996 Indonesian Joint Venture (IJV) expenditures is now expected to be approximately $42 million of which $22 million is anticipated for exploration and development activities. During the first nine months of 1996, $33 million was called by the IJV as compared to $36 million for the nine months ended September 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. UNIMAR COMPANY AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Quarter Ended September 30, 1996 Compared to Quarter Ended September 30, 1995 Net earnings for the third quarter of 1996 were $11 million, as compared to $8 million in the prior year's third quarter. The increase in earnings was mainly due to higher revenues as discussed below. Third quarter 1996 revenues were $63 million, an increase of $19 million over the corresponding 1995 quarter. LNG and crude oil sales prices increased 21 percent and 24 percent, respectively, while LNG and crude oil sales volumes increased 17 percent and 18 percent, respectively. The average price received for LNG during the third quarter of 1996 was $3.09 per million BTUs as compared to $2.55 for the same period in 1995. The average crude oil price in the third quarter of 1996 increased by $3.88 per barrel over the corresponding 1995 quarter, to $20.25 per barrel. Gross LNG sales volumes increased 22 percent to 187 trillion BTUs in the third quarter of 1996, as compared to 153 trillion BTUs in the third quarter of 1995. The IJV's share of the LNG sold increased 17 percent to 105 trillion BTUs (35.7 net equivalent cargoes) from 90 trillion BTUs (30.6 net equivalent cargoes). The IJV's share of volumes increased by a smaller percentage than the gross volumes because more sales were under those contracts in which the IJV has a lower net revenue sharing interest. Crude oil volumes net to the Company increased by 76 thousand barrels to 500 thousand barrels, due primarily to the timing of crude oil liftings. Depletion, depreciation and amortization charges increased $2 million to $12 million, mainly due to the increased level of production in the third quarter of 1996 as compared to the third quarter of 1995. Exploration costs of $1 million during the third quarter of 1996 were due to planned seismic activities. Indonesian income tax expense in the third quarter of 1996 increased $12 million to $32 million. The increase in current income tax expense during the 1996 third quarter was primarily due UNIMAR COMPANY AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations to higher third quarter revenues. The effective tax rates for the 1996 and 1995 third quarters were 73 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. Nine Months Ended September 30, 1996 Compared to Nine Months Ended September 30, 1995 Net earnings for the first nine months of 1996 were $41 million, an increase of $8 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 nine months of 1996 were $189 million, or $31 million higher than the first nine months of 1995. LNG and crude oil sales prices increased 11 percent and 12 percent, respectively, while LNG and crude oil sales volumes increased 7 percent and 5 percent, respectively. The average price received for LNG was $3.01 per million BTUs, as compared to $2.70 for the first nine months of 1995. The price received for crude oil sales averaged $19.36 per barrel, an increase of $2.10 per barrel from the 1995 nine month average. The prices received by the Company for its products reflected higher worldwide crude oil prices during the first nine months of 1996 as compared to the first nine months of 1995. Gross LNG sales volumes increased 9 percent to 582 trillion BTUs in the first nine months of 1996, as compared to 536 trillion BTUs in the first nine months of 1995. The IJV's share of the LNG sold increased 7 percent to 318 trillion BTUs (108.1 net equivalent cargoes) from 298 trillion BTUs (101.2 net equivalent cargoes). The IJV's share of volumes increased by a smaller percentage than the gross volumes because more sales were under those contracts in which the IJV has a lower net revenue sharing interest. Crude oil volumes net to the Company increased by 71 thousand barrels to 1,369 thousand barrels for the nine months of 1996. Exploration costs were $1 million, reflecting planned seismic activities in the current year. Depletion, depreciation and amortization charges increased $4 UNIMAR COMPANY AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations million to $36 million, mainly due to the increased level of production in the first nine months of 1996. Income taxes in the first nine months of 1996 increased $19 million to $92 million. The increase in current tax expense during the first nine months of 1996 was primarily due to higher revenues. The effective tax rate for both the 1996 and 1995 periods was 69 percent. This rate is 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 None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (27)-1- Financial Data Schedule for the nine months ended September 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: November 11, 1996