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, 1997 and September 30, 1996 . . 1 Condensed Consolidated Balance Sheets as of September 30, 1997 and December 31, 1996 . . . 2 Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 1997 and September 30, 1996. . . 3 Notes to Condensed Consolidated Financial Statements as of September 30, 1997. . . . . . 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . 6 PART II. OTHER INFORMATION Item 5. Other Information. . . . . . . . . . . . . . . . 10 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 10 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . 11 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, 1997 1996 1997 1996 Oil and gas production revenues $48,810 $62,693 $165,135 $188,904 Production costs 6,932 5,762 19,332 17,644 Depletion, depreciation and amortization 10,521 12,180 32,034 35,884 Exploration costs including dry holes 854 1,213 1,166 1,460 Operating profit 30,503 43,538 112,603 133,916 General and administrative expenses 248 559 792 1,128 Other income (64) (70) (267) (225) Earnings before income taxes 30,319 43,049 112,078 133,013 Income tax expense Current 23,232 32,806 80,074 96,874 Deferred (1,931) (1,219) (5,794) (4,971) 21,301 31,587 74,280 91,903 Net earnings $ 9,018 $11,462 $ 37,798 $ 41,110 See accompanying Notes to Condensed Consolidated Financial Statements. UNIMAR COMPANY AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Thousands of dollars) September 30, December 31, 1997 1996 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 5,755 $ 3,274 Accounts receivable 8,946 13,943 Inventories 7,830 8,177 Other current assets 4,222 2,951 Total current assets 26,753 28,345 Property, plant and equipment, at cost: Oil and gas properties (successful efforts method) 1,089,909 1,070,819 Other 2,307 2,287 1,092,216 1,073,106 Less: accumulated depreciation and depletion 753,190 720,976 Net property, plant and equipment 339,026 352,130 Other assets 2,418 3,002 $ 368,197 $ 383,477 LIABILITIES AND PARTNERS' CAPITAL Current liabilities: Accounts payable $ 625 $ 1,043 Advances from joint venture partners 2,103 1,234 Accrued liabilities 13,954 17,892 Income and other taxes 12,481 19,924 Total current liabilities 29,163 40,093 Deferred income taxes 148,293 154,087 Other liabilities 14,796 14,859 Partners' capital 255,945 254,438 Less: demand notes receivable 80,000 80,000 175,945 174,438 $ 368,197 $ 383,477 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, 1997 1996 Net earnings $ 37,798 $ 41,110 Adjustments to reconcile to net cash provided by operating activities: Depletion, depreciation and amortization 32,214 36,098 Deferred income taxes (5,794) (4,971) Exploratory dry hole costs 383 - Changes in working capital and other (7,096) 364 Net cash provided by operating activities 57,505 72,601 Investment activities: Capital expenditures (19,493) (14,488) Net cash used in investing activities (19,493) (14,488) Financing activities: Capital contributions 17,600 17,400 Capital distributions (54,000) (72,100) Net cash used in financing activities (36,400) (54,700) Increase (decrease) in advances from joint venture partners 869 (1,986) Net increase in cash and cash 2,481 1,427 equivalents Cash and cash equivalents at beginning of period 3,274 4,882 Cash and cash equivalents at end of period $ 5,755 $ 6,309 IPU distributions paid $ 19,617 $ 17,354 Income taxes paid $ 87,516 $ 93,372 See accompanying Notes to Condensed Consolidated Financial Statements. UNIMAR COMPANY AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements September 30, 1997 (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 1996 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 make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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 estimates. UNIMAR COMPANY AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements, Continued September 30, 1997 (Unaudited) (3) The table below outlines the calculation of the Indonesian Participating Unit (IPU) participation payment for the third quarter of 1997. 1997 Third Quarter (Thousands of dollars) Positive cash flow: Gas receipts $ 42,398 Oil and condensate receipts 8,272 Other non-revenue cash receipts from Joint Venture 1,634 Total positive cash flow 52,304 Less negative cash flow: Expenditures to Joint Venture 16,705 Indonesian income taxes 21,505 Total negative cash flow 38,210 Net positive cash flow from 23.125% interest in Joint Venture $ 14,094 Net cash flow for benefit of IPU holders* $ 3,449 Participation Payment per IPU* $ .32 * 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, 1997, there were 10,778,590 IPUs issued and outstanding. 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 1996 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, 1997 amounted to $58 million, a decrease of $15 million as compared to the same period in 1996. The decrease resulted primarily from lower sales volumes which were partially offset by higher LNG prices. Capital expenditures and net distributions to the partners for the first nine months of 1997 were $19 million and $36 million, respectively. For the nine months ended September 30, 1996, capital expenditures and net distributions to the partners were $14 million and $55 million, respectively. The Company's share of 1997 Indonesian Joint Venture (IJV) expenditures is currently expected to approximate $55 million, a $3 million increase from the amount forecasted at year-end 1996. The increase includes a $6 million increase in operating expenditures associated primarily with the Operator's business process reengineering plan, offset by a $3 million decrease in exploration expenditures as a result of reductions in planned exploratory seismic and drilling activity for 1997. During the first nine months of 1997, $44 million was called by the IJV as compared to $33 million for the nine months ended September 30, 1996. The Company's ability to generate cash is primarily dependent on the prices it receives for the sale of liquefied natural gas (LNG), and to a lesser extent, the sale of crude oil and liquefied petroleum gas (LPG). LNG and LPG are primarily sold under long term contracts whose prices are derived from 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, LNG and LPG. 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 September 30, 1997 Compared to Quarter Ended September 30, 1996 Net earnings for the third quarter of 1997 were $9 million, as compared to $11 million in the prior year's quarter. The decrease in earnings was mainly due to lower revenues as discussed below. Third quarter 1997 revenues were $49 million, a decrease of $14 million as compared to the corresponding 1996 quarter. The decrease was mainly due to a 21 percent decrease in LNG sales volumes and a 7 percent decrease in LNG sales prices. Crude oil sales volumes and prices decreased by 5 percent and 10 percent, respectively. The IJV's share of LNG sold during the third quarter of 1997 was 83 trillion BTUs (28.3 net equivalent cargoes) as compared to 105 trillion BTUs (35.7 net equivalent cargoes) in the third quarter of 1996. The IJV's share of LNG shipments for 1997 is expected to decline by approximately 15 percent as compared to 1996, due primarily to the reduction in deliveries under the IJV's first contract in which the IJV has a higher participation interest. A further decline in LNG shipments is expected in 1998. Crude oil volumes net to the Company decreased by 27 thousand barrels to 473 thousand barrels, mainly due to the timing of crude oil liftings. The average price received for LNG during the third quarter of 1997 was $2.87 per million BTUs, a $0.22 per million BTU decrease as compared to the same period in 1996. The average crude oil price in the third quarter of 1997 was $18.24 per barrel, a $2.01 per barrel decrease as compared to the corresponding 1996 quarter. Production costs for the third quarter of 1997 increased $1 million as compared to the same quarter in 1996 due primarily to recoverable costs associated with the Operator's ongoing business process reengineering plan. Depletion, depreciation and amortization charges decreased $2 million to $11 million, due to the lower overall level of production in the third quarter of 1997 as compared to the third quarter of 1996. Income tax expense in the third quarter of 1997 decreased $11 million to $21 million, due primarily to lower third quarter revenues. The effective tax rates for the 1997 and 1996 third quarters were 70 percent and 73 percent, respectively. These rates are the aggregate of Indonesian source income taxed at a 56 percent rate, and certain expenses attributable to the Company which are not deductible in the partnership. Nine Months Ended September 30, 1997 Compared to Nine Months Ended September 30, 1996 Net earnings for the first nine months of 1997 were $38 million, a decrease of $3 million as compared to the same period in 1996. The decrease in earnings was mainly the result of lower revenues as discussed below. Revenues for the first nine months of 1997 were $165 million, or $24 million lower than the first nine months of 1996. The decrease was mainly due to a 19 percent decrease in LNG sales volumes which was partially offset by a 6 percent increase in LNG sales prices. Crude oil sales volumes decreased by 5 percent while crude oil sales prices increased by 1 percent. The average price received for LNG was $3.18 per million BTUs, a $0.17 per million BTU increase as compared to the first nine months of 1996. The price received for crude oil sales averaged $19.64 per barrel, an increase of $0.28 per barrel as compared to the 1996 nine month average. The IJV's share of LNG sold during the first nine months of 1997 was 257 trillion BTUs (87.4 net equivalent cargoes) as compared to 318 trillion BTUs (108.1 net equivalent cargoes) in the first nine months of 1996. The IJV's share of LNG shipments for 1997 is expected to decline by approximately 15 percent as compared to 1996, due primarily to the reduction in deliveries under the IJV's first contract in which the IJV has a higher participation interest. A further decline in LNG shipments is expected in 1998. Crude oil volumes net to the Company decreased by 75 thousand barrels to 1.3 million barrels, mainly due to the timing of crude oil liftings. Production costs for the first nine months of 1997 increased by $2 million as compared to the same period in 1996 due primarily to recoverable costs associated with the Operator's ongoing business process reengineering plan. Depletion, depreciation and amortization charges decreased $4 million to $32 million, mainly due to the lower overall level of production in the first nine months of 1997. Income taxes in the first nine months of 1997 decreased $18 million to $74 million. The decrease in current tax expense during the first nine months of 1997 was primarily due to lower revenues and an increase in cost recoverable expenditures. The effective tax rates for the first nine months of 1997 and 1996 were 66 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. 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, 1997. (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/ Linda A. Kubecka Linda A. Kubecka (principal financial officer and the officer duly authorized to sign on behalf of the registrant.) DATE: November 12, 1997