<PAGE>
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549-1004
FORM 10-Q
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
------------------
Commission file number 1-12088
---------------
UNITED MERIDIAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-2160316
- --------------------------------- -------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1201 Louisiana, Suite 1400, Houston, TX 77002-5603
------------------------------------------ --------------
(Address of principal executive offices) (Zip Code)
(713) 654-9110
---------------------------------
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X . No _____.
The number of shares outstanding of the registrant's common stock, all of
which comprise a single class with a $0.01 par value, as of November 7, 1996,
the latest practicable date, was 34,346,564.
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UNITED MERIDIAN CORPORATION
Form 10-Q
September 30, 1996
TABLE OF CONTENTS
<TABLE>
<CAPTION>
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<S> <C>
PART I - FINANCIAL INFORMATION Page
Item 1. Consolidated Financial Statements (Unaudited)
Consolidated Statement of Income for the Three Months
and Nine Months Ended September 30, 1996 and 1995 ............ 1
Consolidated Balance Sheet at September 30, 1996 and
December 31, 1995 ............................................ 2
Consolidated Statement of Changes in Stockholders' Equity
for the Year Ended December 31, 1995 and for the
Nine Months Ended September 30, 1996 ......................... 4
Consolidated Statement of Cash Flows for the Nine Months
Ended September 30, 1996 and 1995 ............................ 5
Notes to Consolidated Financial Statements .................... 6
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition ...................................... 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings ............................................. 16
Item 2. Changes in Securities ......................................... 16
Item 3. Defaults Upon Senior Securities ............................... 16
Item 4. Submission of Matters to a Vote of Security Holders ........... 16
Item 5. Other Information ............................................. 16
Item 6. Exhibits and Reports on Form 8-K .............................. 16
SIGNATURES ............................................................... 17
EXHIBITS -
Index to Exhibits ...................................................... 18
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</TABLE>
<PAGE>
UNITED MERIDIAN CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
For the three For the nine
months ended months ended
September 30, September 30,
-------------------------- --------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues:
Gas sales ............................... $ 25,853 $ 16,870 $ 86,839 $ 50,992
Oil sales ............................... 21,746 11,396 57,030 32,524
Gain (loss) on sale of assets ........... 7,385 (132) 25,397 12,437
Other ................................... 79 935 759 1,890
--------- --------- --------- ---------
55,063 29,069 170,025 97,843
--------- --------- --------- ---------
Costs and expenses:
Production costs ........................ 11,919 11,318 37,685 30,799
General and administrative .............. 3,040 1,646 9,559 7,083
Exploration, including dry holes and
impairments ........................... 8,105 4,496 22,816 12,119
Depreciation, depletion and amortization. 21,072 13,087 62,893 38,915
--------- --------- --------- ---------
44,136 30,547 132,953 88,916
--------- --------- --------- ---------
Income (loss) from operations ............. 10,927 (1,478) 37,072 8,927
Other income and expenses:
Interest and debt expense ............... (5,440) (3,098) (16,820) (11,827)
Other ................................... (124) 84 (46) 389
--------- --------- --------- ---------
Net income (loss) before income taxes ..... 5,363 (4,492) 20,206 (2,511)
Income tax benefit (provision):
Current ................................. (373) (414) (670) (801)
Deferred ................................ (2,152) 3,054 (7,747) 5,530
--------- --------- --------- ---------
Net income (loss) ......................... 2,838 (1,852) 11,789 2,218
Preferred stock dividends ................. - (718) (1,531) (718)
--------- --------- --------- ---------
Net income (loss) available to common
stockholders ............................ $ 2,838 $ (2,570) $ 10,258 $ 1,500
========= ========= ========= =========
Net income (loss) per common share ........ $ 0.09 $ (0.09) $ 0.33 $ 0.05
========= ========= ========= =========
Weighted average number of common
shares outstanding, including common
stock equivalents (Exhibit 11.1) ........ 32,025 27,999 30,695 29,207
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
UNITED MERIDIAN CORPORATION
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
---- ----
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents ................................ $ 12,303 $ 13,586
Accounts receivable
Oil and gas sales ...................................... 26,827 18,188
Joint interest and other ............................... 28,658 22,522
Deferred income taxes .................................... 7,177 3,875
Inventory ................................................ 10,981 15,313
Prepaid expenses and other ............................... 9,812 2,529
----------- -----------
Total current assets ............................... 95,758 76,013
----------- -----------
Property and equipment, at cost:
Oil and gas (successful efforts method)
Proved properties ...................................... 807,193 759,695
Unproved properties .................................... 13,506 12,369
Other property and equipment ............................. 6,572 6,231
----------- -----------
827,271 778,295
Accumulated depreciation, depletion and amortization ..... (346,044) (309,622)
----------- -----------
481,227 468,673
----------- -----------
Other assets:
Gas imbalances receivable ................................ 6,914 5,852
Deferred income taxes .................................... 17,121 17,140
Debt issue cost .......................................... 8,981 9,905
Other .................................................... 849 867
----------- -----------
33,865 33,764
----------- -----------
TOTAL ASSETS ....................................... $ 610,850 $ 578,450
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE>
UNITED MERIDIAN CORPORATION
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
---- ----
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Accounts payable ......................................... $ 54,526 $ 58,137
Advances from joint owners ............................... 6,058 8,238
Interest payable ......................................... 9,484 4,494
Accrued liabilities ...................................... 9,750 6,202
Notes payable ............................................ - 10,639
Current maturities of long-term debt ..................... 3,375 3,100
----------- -----------
83,193 90,810
----------- -----------
Long-term debt:
Revolving loan ........................................... 71,367 61,049
Cote d'Ivoire project loan ............................... 30,375 33,750
10-3/8% senior subordinated notes ........................ 150,000 150,000
----------- -----------
251,742 244,799
----------- -----------
Deferred credits and other liabilities:
Deferred income taxes .................................... 24,641 18,499
Gas imbalances payable ................................... 5,785 6,377
Other .................................................... 5,093 5,653
----------- -----------
35,519 30,529
----------- -----------
Commitments and contingencies
Stockholders' equity:
Series F preferred stock ................................. - 12
Common stock ............................................. 311 281
Additional paid-in capital ............................... 354,218 336,469
Foreign currency translation adjustment .................. (3,998) (4,057)
Retained earnings (deficit) .............................. (110,135) (120,393)
----------- -----------
240,396 212,312
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ......... $ 610,850 $ 578,450
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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UNITED MERIDIAN CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
For the year ended December 31, 1995 and nine months ended September 30, 1996
<TABLE>
<CAPTION>
Series F
Preferred Stock Common Stock Add'l Foreign
-------------------- ------------------- Paid-In Currency
Shares Amount Shares Amount Capital Adjustment
---------- ------ ---------- -------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1994 ........ - $ - 27,721,881 $ 277 $ 296,168 $ (3,999)
Foreign currency translation
adjustment .................... (58)
Preferred stock issuance
- June 30 ..................... 833,333 8 24,992
- July 24 ..................... 333,334 4 9,902
Exercise of common stock
options ....................... 428,343 4 5,407
Preferred stock dividends .......
Net income ......................
---------- ------ ---------- ------- ----------- -----------
Balance, December 31, 1995 ........ 1,166,667 12 28,150,224 281 336,469 (4,057)
Foreign currency translation
adjustment .................... 59
Exercise of common stock
options ....................... 822,198 9 14,137
Exercise of warrants ............ 235,749 2 3,619
Preferred stock dividends .......
Automatic conversion of Series
F preferred stock to common
stock ......................... (1,166,667) (12) 1,845,284 19 (7)
Net income ......................
---------- ------ ---------- ------- --------- -----------
Balance, September 30, 1996
(Unaudited) ..................... - $ - 31,053,455 $ 311 $ 354,218 $ (3,998)
========== ====== ========== ======= ========= ===========
</TABLE>
<TABLE>
<CAPTION>
Retained
Earnings
(Deficit) Total
----------- -------------
<S> <C> <C>
Balance, December 31, 1994 ........ $(121,008) $171,438
Foreign currency translation
adjustment .................... (58)
Preferred stock issuance
- June 30 ..................... 25,000
- July 24 ..................... 9,906
Exercise of common stock
options ....................... 5,411
Preferred stock dividends ....... (1,484) (1,484)
Net income ...................... 2,099 2,099
--------- --------
Balance, December 31, 1995 ........ (120,393) 212,312
Foreign currency translation
adjustment .................... 59
Exercise of common stock
options ....................... 14,146
Exercise of warrants ............ 3,621
Preferred stock dividends ....... (1,531) (1,531)
Automatic conversion of Series
F preferred stock to common
stock ......................... -
Net income ...................... 11,789 11,789
--------- --------
Balance, September 30, 1996
(Unaudited) ..................... $(110,135) $240,396
========= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
UNITED MERIDIAN CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
For the nine months
ended September 30,
---------------------------------
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income ............................................... $ 11,789 $ 2,218
Adjustments to reconcile net income to cash from
operating activities:
Exploration, including dry holes and impairments ....... 22,816 12,119
Depreciation, depletion and amortization ............... 62,893 38,915
Amortization of debt issue cost ........................ 1,186 693
Deferred income tax provision (benefit) ................ 7,747 (5,530)
Gain on sale of assets ................................. (25,397) (12,437)
----------- -----------
81,034 35,978
Changes in assets and liabilities:
Increase in receivables .................................. (14,775) (17,349)
Increase (decrease) in payables and other current
liabilities ............................................ (20,670) 30,221
Increase (decrease) in net gas imbalances ................ (1,654) 37
Other .................................................... (8,138) (3,224)
----------- -----------
Net cash provided by operating activities .......... 35,797 45,663
----------- -----------
Cash flows from investing activities:
Exploration .............................................. (44,087) (27,751)
Development .............................................. (47,423) (64,045)
Additions to other property and equipment ................ (687) (914)
Acquisition of properties ................................ - (6,078)
Net proceeds from sale of assets ......................... 39,891 49,680
----------- -----------
Net cash used in investing activities .............. (52,306) (49,108)
----------- -----------
Cash flows from financing activities:
Repayment of long-term debt .............................. (144,214) (271,761)
Additions to total debt .................................. 151,432 249,945
Debt issue cost .......................................... (251) (926)
Net proceeds from issuance of preferred stock ............ - 34,909
Proceeds from exercise of common stock options
and warrants ........................................... 9,790 2,110
Preferred stock dividends ................................ (1,531) (718)
----------- -----------
Net cash provided by financing activities .......... 15,226 13,559
----------- -----------
Net increase (decrease) in cash and cash equivalents ....... (1,283) 10,114
Cash and cash equivalents at beginning of period ........... 13,586 11,825
----------- -----------
Cash and cash equivalents at end of period ................. $ 12,303 $ 21,939
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
UNITED MERIDIAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 Basis of Financial Statements
The accompanying consolidated financial statements of United Meridian
Corporation (UMC or the Company) included herein have been prepared, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission (SEC). Although certain information normally included in financial
statements prepared in accordance with generally accepted accounting principles
has been condensed or omitted, UMC believes that the disclosures are adequate to
make the information presented not misleading. The financial statements should
be read in conjunction with the consolidated financial statements and notes
thereto for the year ended December 31, 1995.
The financial statements reflect all normal recurring adjustments that, in
the opinion of management, are necessary for a fair presentation.
Note 2 Acquisitions and Dispositions
As part of its on-going operations, the Company continually sells producing
and undeveloped reserves and related assets. Certain transactions occurring in
the periods presented are discussed below.
In February 1995, UMC sold all of its interest in oil and gas properties in
West Virginia, effective January 1, 1995. Net proceeds from the sale were $41.2
million and a gain of $7.0 million was recognized. Total proved reserves at
December 31, 1994, attributable to the sold properties were 61,715 MMcfe of
natural gas equivalents.
In March 1995, UMC sold all of its interest in the Main Pass 108 offshore
Louisiana field effective February 1, 1995. Net proceeds from the sale were
$6.9 million with a recognized gain of $4.7 million. Total proved reserves at
December 31, 1994, associated with the Company's interest in Main Pass 108 were
2,106 MMcfe of natural gas equivalents.
In October 1995, the Company agreed to assign a portion of its interest in
Block B in Equatorial Guinea to Mobil for total consideration of $36.8 million,
$18.8 million of which was received in 1995. During the first nine months of
1996, the Company recorded the remaining proceeds of $18.0 million, resulting in
a pre-tax gain on sale of assets of $15.8 million.
In June 1996, UMC Resources Canada, Inc., (Resources) the Company's wholly-
owned Canadian subsidiary, sold all of its interest in the Rocanville area in
the province of Saskatchewan, effective May 1, 1996. Net proceeds from the sale
were $6.9 million and a gain of $4.8 million was recognized. Total proved
reserves attributable to the interests sold were 4,366 MMcfe of natural gas
equivalents at December 31, 1995.
In September 1996, the Company executed an agreement with Royal Dutch/Shell
to sell a 55% contract interest in Block CI-105 in Cote d'Ivoire. The sale
resulted in the Company recognizing a gain of $3.3 million on proceeds of $3.3
million. An additional $0.9 million was received relating to reimbursement of
exploration expense previously incurred by the Company.
During 1996, the Company sold various other non-strategic North American
properties for total proceeds of $11.7 million, resulting in a gain of $1.5
million.
-6-
<PAGE>
Note 3 Financial Instruments
The Company has, from time to time, entered into hedging transactions to
reduce its exposure to both crude oil and natural gas price reductions and
increases in interest rates.
The Company hedged a portion of its gas production via various swap and
collar agreements in the first nine months of 1996, resulting in a $2.1 million
downward adjustment to natural gas revenues. Details of contracts in place at
September 30, 1996 are described below.
In April 1996, the Company entered into four natural gas collar contracts for
a total of 14 BCF of natural gas for the period June through December,
representing approximately 40% of the Company's estimated North American
volumes. The collars consist of a floor price of $2.20 per MMbtu and a cap of
$2.70 per MMbtu. In addition, the Company also has an outstanding natural gas
hedging contract expiring in December 1996 and having a notional volume of
50,000 MMbtu per month at $2.21 per MMbtu.
As of January 1, 1996, UMC has a fixed interest rate swap contract that
provides for fixed interest rates on $45.0 million of the Company's debt through
1998. The agreement includes annual fixed interest rates ranging from 5.55% in
1996 to 6.40% in 1998. Additionally, the Company has a two-year LIBOR interest
rate cap contract, which began January 1, 1995, at an interest rate cap of 8.30%
for 1996. The effect of these swaps has had minimal impact on Interest and Debt
Expense during the nine months ended September 30, 1996.
Note 4 Exercise of Common Stock Warrants
On June 11, 1993, the Company issued warrants to purchase 250,004 shares of
the Company's common stock in connection with the KPX acquisition at an exercise
price of $15.36 per share. During 1996, proceeds of $3.6 million for the
exercise of warrants were received and 235,749 shares of common stock were
issued prior to their June 1996 expiration.
Note 5 Conversion of Series F Preferred Stock
On July 25, 1996, the Company converted $35 million of Series F convertible
preferred stock to 1.845 million shares of common stock in accordance with the
automatic conversion terms of the original private offering. The conversion
eliminates the 8.75% dividend on the preferred stock. Had the conversion of the
Series F preferred stock occurred at January 1, 1996, the reported earnings per
share would have been $0.37 and $0.09 for the nine months and three months ended
September 30, 1996, respectively.
Note 6 Subsequent Event
During the third quarter of 1996, the Company filed a Registration Statement
with the SEC for the sale of 5,750,000 shares of common stock, 3,250,000 shares
offered by the Company and 2,500,000 shares by certain selling stockholders. On
November 6, 1996, the offering was closed at $46.50 per share. The estimated
net proceeds of $145.4 million to the Company (after deducting a $1.75 per share
underwriting fee and other estimated expenses) were utilized to temporarily pay
off amounts outstanding under the Credit Facility and the Cote d'Ivoire project
loan. On November 12, 1996, the underwriters exercised an over-subscription
allotment of 838,942 shares, all of which will be sold by the Company. The
Company will realize an additional $37.5 million in proceeds at closing, which
is expected by November 15, 1996.
Note 7 Supplemental Guarantor Information
In connection with the sale by UMC of the 10-3/8% Senior Subordinated Notes
(Notes) in October 1995, UMC Petroleum Corporation (Petroleum), wholly-owned and
the Company's only direct subsidiary, has unconditionally guaranteed the full
and prompt performance of the Company's obligations under the Notes and related
indenture, including the payment of principal, premium (if any) and interest.
Other than intercompany arrangements and transactions, the consolidated
financial statements of Petroleum are equivalent in all material
-7-
<PAGE>
respects to those of the Company and therefore the separate consolidated
financial statements of Petroleum are not material to investors and have not
been included herein. However, in an effort to provide meaningful financial
data relating to the guarantor (i.e., Petroleum on an unconsolidated basis) of
the Notes, the following condensed consolidating financial information has been
provided following the policies set forth below:
(1) Investments in subsidiaries are accounted for by the Company on the cost
basis. Earnings of subsidiaries are therefore not reflected in the
related investment accounts.
(2) Certain reclassifications were made to conform all of the financial
information to the financial presentation on a consolidated basis. The
principal eliminating entries eliminate investments in subsidiaries and
intercompany balances.
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the nine months ended September 30, 1996 and 1995
(In thousands)
<TABLE>
<CAPTION>
Unconsolidated
---------------------------------------------
Guarantor Non-Guarantor Consolidated
UMC Subsidiary Subsidiaries UMC
----------- ----------- ------------- ------------
<S> <C> <C> <C> <C>
1996
- ----
Revenues .................................. $ - $ 111,452 $ 58,573 $ 170,025
----------- ----------- ---------- -----------
Costs and expenses:
Production costs ........................ - 28,575 9,110 37,685
General and administrative .............. 150 7,784 1,625 9,559
Exploration, including dry holes and
impairments ........................... - 13,736 9,080 22,816
Depreciation, depletion and amortization. - 52,606 10,287 62,893
----------- ----------- ----------- -----------
Income (loss) from operations ............. (150) 8,751 28,471 37,072
Interest income (expense), net .......... 13,351 (23,399) (6,772) (16,820)
Other credits, net ...................... - (202) 156 (46)
----------- ----------- ---------- -----------
Net income (loss) before income taxes ..... 13,201 (14,850) 21,855 20,206
Income tax benefit (provision) ............ (5,159) 4,181 (7,439) (8,417)
----------- ----------- ---------- ----------
Net income (loss) ......................... $ 8,042 $ (10,669) $ 14,416 $ 11,789
=========== =========== ========== ===========
1995
- ----
Revenues .................................. $ - $ 81,635 $ 16,208 $ 97,843
---------- ---------- ---------- -----------
Costs and expenses:
Production costs ........................ - 24,317 6,482 30,799
General and administrative .............. 390 4,697 1,996 7,083
Exploration, including dry holes and
impairments ........................... - 7,098 5,021 12,119
Depreciation, depletion and amortization. - 32,073 6,842 38,915
---------- ---------- ---------- -----------
Income (loss) from operations ............. (390) 13,450 (4,133) 8,927
Interest income (expense), net .......... 11,386 (22,355) (858) (11,827)
Other credits, net ...................... - 59 330 389
---------- ---------- ---------- -----------
Net income (loss) before income taxes ..... 10,996 (8,846) (4,661) (2,511)
Income tax benefit (provision) ............ (3,849) 3,955 4,623 4,729
---------- ---------- ---------- -----------
Net income (loss) ........................ $ 7,147 $ (4,891) $ (38) $ 2,218
========== ========== ========== ===========
</TABLE>
-8-
<PAGE>
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the three months ended September 30, 1996 and 1995
(In thousands)
<TABLE>
<CAPTION>
Unconsolidated
---------------------------------------------
Guarantor Non-Guarantor Consolidated
UMC Subsidiary Subsidiaries UMC
----------- ----------- ------------- ------------
<S> <C> <C> <C> <C>
1996
- ----
Revenues .................................. $ - $ 32,975 $ 22,088 $ 55,063
----------- ----------- ---------- -----------
Costs and expenses:
Production costs ........................ - 8,646 3,273 11,919
General and administrative .............. 43 2,597 400 3,040
Exploration, including dry holes and
impairments ........................... - 4,925 3,180 8,105
Depreciation, depletion and amortization. - 17,069 4,003 21,072
----------- ----------- ---------- -----------
Income (loss) from operations ............. (43) (262) 11,232 10,927
Interest income (expense), net .......... 4,502 (7,585) (2,357) (5,440)
Other credits, net ...................... - (180) 56 (124)
----------- ----------- ---------- -----------
Net income (loss) before income taxes ..... 4,459 (8,027) 8,931 5,363
Income tax benefit (provision) ............ (2,788) 2,909 (2,646) (2,525)
----------- ----------- ---------- -----------
Net income (loss) ......................... $ 1,671 $ (5,118) $ 6,285 $ 2,838
=========== =========== ========== ===========
1995
- ----
Revenues .................................. $ - $ 23,273 $ 5,796 $ 29,069
---------- ---------- ---------- -----------
Costs and expenses:
Production costs ........................ - 8,531 2,787 11,318
General and administrative .............. 16 903 727 1,646
Exploration, including dry holes and
impairments ........................... - 1,628 2,868 4,496
Depreciation, depletion and amortization. - 10,767 2,320 13,087
---------- ---------- ---------- -----------
Income (loss) from operations ............. (16) 1,444 (2,906) (1,478)
Interest income (expense), net .......... 3,772 (6,932) 62 (3,098)
Other credits, net ...................... - 2 82 84
---------- ---------- ---------- -----------
Net income (loss) before income taxes ..... 3,756 (5,486) (2,762) (4,492)
Income tax benefit (provision) ............ (1,315) 2,673 1,282 2,640
---------- ---------- ---------- -----------
Net income (loss) ........................ $ 2,441 $ (2,813) $ (1,480) $ (1,852)
========== ========== ========== ===========
</TABLE>
-9-
<PAGE>
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
At September 30, 1996 and December 31, 1995
(In thousands)
<TABLE>
<CAPTION>
Unconsolidated
---------------------------------------------
Guarantor Non-Guarantor
UMC Subsidiary Subsidiaries
----------- ----------- -------------
<S> <C> <C> <C>
SEPTEMBER 30, 1996
- ------------------
ASSETS
Current assets ............................ $ 12 $ 51,795 $ 43,951
Intercompany investments................... 483,080 (238,146) (106,597)
Property and equipment, net ............... - 285,393 195,834
Other assets .............................. 4,667 34,402 (5,204)
---------- ----------- ------------
Total assets ...................... $ 487,759 $ 133,444 $ 127,984
========== =========== ============
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities ....................... $ 7,217 $ 43,262 $ 32,714
Long-term debt ............................ 150,000 58,325 43,417
Deferred credits and other liabilities..... - 11,898 23,621
Stockholders' equity ...................... 330,542 19,959 28,232
---------- ----------- ------------
Total liabilities & stockholders'
equity .......................... $ 487,759 $ 133,444 $ 127,984
========== =========== ============
DECEMBER 31, 1995
- -----------------
ASSETS
Current assets ............................ $ 31 $ 44,599 $ 31,383
Intercompany investments................... 453,574 (239,072) (76,165)
Property and equipment, net ............... - 305,930 162,743
Other assets .............................. 6,103 28,970 (1,309)
---------- ----------- ------------
Total assets ...................... $ 459,708 $ 140,427 $ 116,652
========== =========== ============
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities ....................... $ 3,443 $ 57,920 $ 29,447
Long-term debt ............................ 150,000 39,225 55,574
Deferred credits and other liabilities..... - 12,655 17,874
Stockholders' equity ...................... 306,265 30,627 13,757
---------- ----------- ------------
Total liabilities & stockholders'
equity .......................... $ 459,708 $ 140,427 $ 116,652
========== =========== ============
</TABLE>
<TABLE>
<CAPTION>
Eliminating Consolidated
Entries UMC
------------- ------------
<S> <C> <C>
SEPTEMBER 30, 1996
- ------------------
ASSETS
Current assets ............................ $ - $ 95,758
Intercompany investments................... (138,337) -
Property and equipment, net ............... - 481,227
Other assets .............................. - 33,865
------------ -----------
Total assets ...................... $ (138,337) $ 610,850
============ ===========
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities ....................... $ - $ 83,193
Long-term debt ............................ - 251,742
Deferred credits and other liabilities..... - 35,519
Stockholders' equity ...................... (138,337) 240,396
------------ -----------
Total liabilities & stockholders'
equity .......................... $ (138,337) $ 610,850
============ ===========
DECEMBER 31, 1995
- -----------------
ASSETS
Current assets ............................ $ - $ 76,013
Intercompany investments................... (138,337) -
Property and equipment, net ............... - 468,673
Other assets .............................. - 33,764
------------ -----------
Total assets ...................... $ (138,337) $ 578,450
============ ===========
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities ....................... $ - $ 90,810
Long-term debt ............................ - 244,799
Deferred credits and other liabilities..... - 30,529
Stockholders' equity ...................... (138,337) 212,312
------------ -----------
Total liabilities & stockholders'
equity .......................... $ (138,337) $ 578,450
============ ===========
</TABLE>
-10-
<PAGE>
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the nine months ended September 30, 1996 and 1995
(In thousands)
<TABLE>
<CAPTION>
Unconsolidated
---------------------------------------------
Guarantor Non-Guarantor Consolidated
1996 UMC Subsidiary Subsidiaries UMC
- ---- ---------- ----------- ------------- ---------------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) ....................... $ 8,042 $ (10,669) $ 14,416 $ 11,789
Adjustments to reconcile net income
(loss) to cash from operating activities. 5,560 61,586 2,099 69,245
Changes in assets and liabilities ....... 3,792 (27,238) (21,791) (45,237)
---------- ---------- ------------- ------------
Net cash provided by (used in) operating
activities .......................... 17,394 23,679 (5,276) 35,797
Cash flows used in investing activities ... - (43,678) (8,628) (52,306)
Cash flows provided by (used in) financing
activities .............................. (17,413) 12,373 20,266 15,226
---------- ----------- ------------ ------------
Net increase (decrease) in cash and cash
equivalents ............................. (19) (7,626) 6,362 (1,283)
Cash and cash equivalents at beginning
of period ............................... 31 6,631 6,924 13,586
----------- ----------- ---------- ------------
Cash and cash equivalents at end of period. $ 12 $ (995) $ 13,286 $ 12,303
=========== =========== ========== ============
1995
- ----
Cash flows from operating activities:
Net income (loss) ....................... $ 7,147 $ (4,891) $ (38) $ 2,218
Adjustments to reconcile net income
(loss) to cash from operating activities. 4,038 22,611 7,111 33,760
Changes in assets and liabilities ....... (130) 14,918 (5,103) 9,685
----------- ----------- ------------- ------------
Net cash provided by operating
activities .......................... 11,055 32,638 1,970 45,663
Cash flows used in investing
activities .............................. - (1,259) (47,849) (49,108)
Cash flows provided by (used in) financing
activities .............................. (11,044) (16,907) 41,510 13,559
---------- ----------- ------------ ------------
Net increase (decrease) in cash and cash
equivalents ............................. 11 14,472 (4,369) 10,114
Cash and cash equivalents at beginning
of period ............................... 12 3,728 8,085 11,825
---------- ----------- ------------- ------------
Cash and cash equivalents at end of period. $ 23 $ 18,200 $ 3,716 $ 21,939
========== =========== ============= ============
</TABLE>
-11-
<PAGE>
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition.
RESULTS OF OPERATIONS
The following table sets forth certain operating information of the Company
for the periods shown:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
--------------------- -------------------
1996 1995 1996 1995
-------- --------- ---------- -------
<S> <C> <C> <C> <C>
Production:
Natural gas (MMcf)
U.S. 11,691 9,623 36,542 29,319
Canada 1,396 1,350 3,912 4,221
Cote d'Ivoire 571 - 1,814 -
------- ------- ------- -------
Total 13,658 10,973 42,268 33,540
Oil (Mbbls)
U.S. 449 412 1,570 1,278
Canada 107 156 403 490
Cote d'Ivoire 217 97 661 166
Equatorial Guinea 229 - 229 -
------- ------- ------- -------
Total 1,002 665 2,863 1,934
Average wellhead sales price, including
hedging:
Natural gas ($ per Mcf)
U.S. $ 1.97 $ 1.59 $ 2.14 $ 1.57
Canada $ 1.32 $ 1.20 $ 1.35 $ 1.17
Cote d'Ivoire $ 1.81 $ - $ 1.75 $ -
Total $ 1.89 $ 1.54 $ 2.05 $ 1.52
Oil ($ per bbl)
U.S. $ 22.18 $ 16.88 $ 20.13 $ 16.56
Canada $ 20.76 $ 16.54 $ 18.62 $ 17.26
Cote d'Ivoire $ 20.65 $ 15.41 $ 19.40 $ 15.26
Equatorial Guinea $ 22.23 $ - $ 22.23 $ -
Total $ 21.71 $ 16.57 $ 19.92 $ 16.62
Additional data ($ per Mcfe):
Production and operating costs/1/ $ 0.59 $ 0.66 $ 0.55 $ 0.58
General and administrative
expense/2/ $ 0.15 $ 0.11 $ 0.16 $ 0.16
Oil and natural gas depletion,
depreciation and amortization $ 1.06 $ 0.86 $ 1.04 $ 0.85
</TABLE>
/1/ Costs incurred to operate and maintain wells and related equipment,
excluding ad valorem and production taxes.
/2/ General and administrative expense for the three months ended September
30, 1996 has been reduced by $0.7 million ($0.04 Mcfe) of management
fees billed to institutional partners, as compared to $1.1 million
($0.07 Mcfe) for the three months ended September 30, 1995.
-12-
<PAGE>
NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED WITH THE NINE MONTHS ENDED
SEPTEMBER 30, 1995.
Total revenues for the nine months ended September 30, 1996 were $170.0
million, or 73.8% greater than the nine months ended September 30, 1995 amount
of $97.8 million. The increase in total revenue was primarily attributable to
significant improvements in oil and natural gas prices for the period, increased
production volumes of oil and natural gas and gains on sale of assets of $25.4
million, an increase of 104.2% from the comparable period.
The average sales price for natural gas increased $0.53 per Mcf or 34.9% in the
first nine months of 1996 from the first nine months of 1995. Natural gas
production for the nine months ended September 30, 1996, was 42,268 MMcf, an
increase of 26.0% over 1995 volumes due primarily to new production from the
Gulf of Mexico and gas production in Cote d'Ivoire which commenced late in 1995.
The average sales price for oil increased $3.30 per bbl or 19.9% in the first
nine months of 1996 compared to the first nine months of 1995. Oil production
increased 48.0% or 929 Mbbls in the first nine months of 1996 due primarily to
increased oil production in Cote d'Ivoire, increased condensate production in
the Gulf of Mexico and commencement of production in Equatorial Guinea, offset
by a reduction in Canadian oil production resulting from the late second quarter
sale of its interest in the Rocanville area. During the year, the Company
recognized gains on sale of assets of $25.4 million. This resulted primarily
from (i) a $15.8 million gain recognized as the final installment on the
assignment of a portion of the Company's interest in Block B in Equatorial
Guinea to Mobil in October 1995, (ii) a gain of $4.8 million recognized as a
result of the sale by Resources of its interest in the Rocanville area in June
1996 and (iii) the sale in September 1996 of a 55% contract interest in Block
CI-105 in Cote d'Ivoire to Royal Dutch/Shell from which the Company recognized a
gain of $3.3 million.
Production costs, including ad valorem and production taxes, for the first nine
months of 1996 of $37.7 million increased 22.4% from $30.8 million in the
comparable period of 1995, primarily attributable to production in Cote d'Ivoire
and commencement of production in Equatorial Guinea. However, production costs
per Mcfe decreased to $0.63 in the first nine months of 1996 from $0.68 in 1995,
a decrease of 7.4%.
General and administrative expenses for the nine months ended September 30,
1996 were $9.6 million, compared to $7.1 million through September 30, 1995,
primarily due to an overall increase in the Company's operations. However,
general and administrative expenses per Mcfe of production remained flat at
$0.16 for the first nine months of 1996 and 1995.
Exploration, dry hole and impairment expenses for the first nine months of 1996
were $22.8 million, compared to $12.1 million in 1995. This increase of $10.7
million was primarily due to increased geological and geophysical costs,
reflecting a higher level of exploration activity in Cote d'Ivoire, Equatorial
Guinea and North America in 1996, and increased dry hole costs experienced in
the Gulf of Mexico and certain onshore areas.
Depreciation, depletion and amortization (DD&A) expense for the first nine
months of 1996 of $62.9 million increased 61.6% from $38.9 million for the nine
months ended September 30, 1995 due to the related production increases in Cote
d'Ivoire and Equatorial Guinea. Certain downward revisions of proved oil and
gas reserves in the United States were recognized by the Company during the
year, increasing DD&A expense for the nine months by $2.8 million. Furthermore,
a greater proportion of the Company's North American oil and gas volumes were
produced from the Gulf of Mexico region in 1996 versus 1995, which historically
has higher depletion rates.
Interest and debt expense for the first nine months of 1996 was $16.8 million
compared to $11.8 million for the first nine months of 1995. Non-cash
amortization of debt issue costs totaled $1.2 million for the first nine months
of 1996, as compared to $0.7 million for the comparable period of 1995,
resulting primarily from the amortization of the original issue discount on the
10-3/8% Senior Subordinated Notes (Notes). The additional $4.5 million increase
is primarily due to a higher average interest rate in 1996, resulting from the
issuance of the Notes in the fourth quarter of 1995, and generally higher debt
levels throughout 1996 as compared to 1995.
An income tax provision of $8.4 million (of which $0.7 million is a current
provision and $7.7 million is a deferred provision) was recognized for the nine
months ended September 30, 1996, compared to a benefit of
-13-
<PAGE>
$4.7 million for the comparable period of 1995. Consistent with Statement of
Financial Accounting Standards No. 109, the income tax provision or benefit is
derived from changes in deferred income taxes on the balance sheet.
The Company reported net income of $11.8 million, or $0.33 per share, for the
first nine months of 1996 compared to net income of $2.2 million, or $0.05 per
share, for the comparable period in 1995.
THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED WITH THE THREE MONTHS ENDED
SEPTEMBER 30, 1995.
Material changes in the results of operations between the three months ended
September 30, 1996 and 1995, primarily reflect the significant increases in oil
and natural gas production volumes and prices received and gains on sale of
assets, all of which have been discussed previously. Increases in exploration
expenses during the third quarter of 1996 as compared to the comparable period
in 1995 reflect the significant international seismic program underway and
certain dry hole costs recorded during the quarter. Increases in DD&A reflect
the correlating increases in production volumes for the periods. Increases in
general and administrative expense for the third quarter of 1996 as compared to
the comparable period in 1995 reflect the overall increase in the operations of
the Company and $1.1 million of management fees billed to institutional partners
in 1995 as compared to $0.7 million billed in 1996.
CAPITAL RESOURCES AND LIQUIDITY
The primary sources of cash for the Company during the nine months ended
September 30, 1996, included funds generated from operations, which reflected
significant increases in production volumes and prices received, proceeds from
asset sales and exercise of stock options and warrants. In the comparable
period of 1995, the primary sources of cash included funds generated from
operations, proceeds from sales of certain oil and gas properties and the
issuance of the Series F preferred stock. Primary cash uses included capital
expenditures (including exploration expenses) which totaled $92.2 million for
the first nine months of 1996.
Discretionary cash flow, a measure of performance for exploration and
production companies, is derived by adjusting net income to eliminate the
effects of exploration expenses, including dry hole costs and impairments, DD&A,
deferred income tax and gain (loss) on sale of assets. The effects of working
capital changes are not taken into account. This measure reflects an amount
that is available for capital expenditures, debt repayment or dividend payments.
The Company generated discretionary cash flow of approximately $81.0 million for
the first nine months of 1996 and $36.0 million for the first nine months of
1995. The Company anticipates higher levels of discretionary cash flow in the
remainder of 1996 as compared to 1995 due to increased forecasted production
levels, full-year production in Cote d'Ivoire, commencement of production in
Equatorial Guinea and the improvement of oil and natural gas prices since
December 31, 1995.
As part of its on-going operations, the Company continually sells producing and
undeveloped reserves and related assets. During the first nine months of 1996,
the Company realized net proceeds of $39.9 million, as compared to $49.7 million
during the comparable period of 1995.
During the first nine months of 1996, the Company realized proceeds of $9.8
million on the exercise of common stock options and warrants.
On July 25, 1996, the Company converted $35 million of Series F convertible
preferred stock to 1.845 million shares of common stock in accordance with the
automatic conversion terms of the original private offering. This conversion
eliminates the 8.75% dividend on the preferred stock.
During the first nine months of 1996, current maturities of long-term debt of
$3.1 million were paid. At September 30, 1996, current maturities of long-term
debt represent the regular amortization of the Cote d'Ivoire project loan.
Amortization of the Company's $200 million Credit Facility does not begin until
2000 and the Notes are due 2005.
The Balance Sheet reflects a total debt to book capitalization ratio of 51% and
54% at September 30, 1996 and December 31, 1995, respectively. The ratio at
September 30, 1995 was 51%. Total debt outstanding
-14-
<PAGE>
at September 30, 1996 consisted of (i) $150.0 million senior subordinated notes,
(ii) $33.8 million project loan and (iii) $71.4 million outstanding under the
Company's Credit Facility. Resulting liquidity (including cash) exceeded $113.0
million, as compared to $124.0 million at December 31, 1995. Subsequent to the
completion of the Equity Offering on November 6, 1996, and the expected
completion of the over-allotment offering by November 15, 1996, the Company's
proforma total debt to book capitalization ratio as of September 30, 1996 was
26%, with the full $200 million available under the Credit Facility.
The Company is currently in negotiations with several institutions concerning a
possible financing based solely upon the Company's international assets.
Management believes that completing a facility of up to $100 million by early
1997 is possible, subject to final terms and market conditions. If a new
international facility is implemented, total credit availability under both an
international facility and the Credit Facility will likely be in the $250-$300
million range. Absent a new international facility, the Company is confident
that the Credit Facility could be expanded beyond the $200 million borrowing
base level in place at November 1, 1996.
The Company's interest coverage ratio (calculated as the ratio of income from
operations plus depreciation, depletion and amortization, impairment of proved
oil and gas properties and exploration expense to interest less non-cash
amortization of debt issue costs) was 6.97 to 1 for the nine months ended
September 30, 1996, compared with 5.05 to 1 during the comparable period of
1995.
OPERATING DATA
For 1996, the Company has forecasted total capital expenditures to be
approximately $205 million (exploration, development, and acquisitions) which
will be funded from discretionary cash flow, non-core area property sales,
available debt liquidity existing under the Credit Facility and proceeds from
the common stock offering in the fourth quarter. This capital program may
change if the prices of oil and natural gas are significantly more or less than
the Company's expectations or based upon the results of the Company's
exploration program.
FOREIGN CURRENCY TRANSACTIONS
The Company conducts a portion of its business in Canadian dollars. Therefore,
a portion of the Company's business is subject to fluctuations in currency
exchange rates. In preparing the Company's financial statements, the results of
operations of the Canadian subsidiary are generally translated at the average
exchange rate for the year-to-date, and the subsidiary's assets and liabilities
are translated at the rate of exchange in effect on the balance sheet date.
The majority of revenues and expenditures for the Company's West African
operations are settled and all books and records are maintained in the U.S.
dollar.
CHANGES IN PRICES AND INFLATION
The Company's revenues and the value of its oil and natural gas properties have
been, and will continue to be, effected by changes in oil and natural gas
prices. The Company's ability to maintain its current borrowing capacity and to
obtain additional capital on attractive terms is also substantially dependent on
oil and natural gas prices. Oil and natural gas prices are subject to
significant seasonal and other fluctuations that are beyond the Company's
ability to control or predict. Although certain Company costs and expenses are
effected by the level of inflation, inflation did not have a significant effect
on the Company's results of operations for the first nine months of 1996 or
1995.
FORWARD - LOOKING STATEMENTS
Certain statements in this report, including statements of the Company's and
management's expectations, intentions, plans and beliefs, including those
contained in or implied by "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Notes to Consolidated Financial
Statements, are forward-looking statements, as defined in Section 21E of the
Securities Exchange Act of 1934, that are dependent on certain events, risks and
uncertainties that may be outside the Company's control. These forward-looking
statements include statements of management's plans and objectives for the
Company's future operations and statements of future economic performance;
information regarding drilling schedules, expected
-15-
<PAGE>
or planned production or transportation capacity, future production levels of
international and domestic fields, the Company's capital budget and future
capital requirements, the Company's meeting its future capital needs, the
Company's realization of its deferred tax asset, the level of future
expenditures for environmental costs and the outcome of regulatory and
litigation matters; and the assumptions described in this report underlying such
forward-looking statements. Actual results and developments could differ
materially from those expressed in or implied by such statements due to a number
of factors, including, without limitation, those described in the context of
such forward-looking statements, fluctuations in the price of crude oil and
natural gas, the success rate of exploration efforts, timeliness of development
activities, and the risk factors described from time to time in the Company's
other documents and reports filed with the Securities and Exchange Commission.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is a named defendant in lawsuits and is a party in governmental
proceedings in the ordinary course of business. While the outcome of such
lawsuits or other proceedings against the Company cannot be predicted with
certainty, management does not expect these matters to have a material adverse
effect on the financial condition or results of operations of the Company.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits: See Index to Exhibits incorporated by reference.
(b) Report on Form 8-K:
None.
-16-
<PAGE>
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.
UNITED MERIDIAN CORPORATION
November 12, 1996 /s/Jonathan M. Clarkson
------------------------
Jonathan M. Clarkson
Executive Vice President and
Chief Financial Officer
/s/Christopher E.Cragg
------------------------
Christopher E. Cragg
Vice President, Controller and
Chief Accounting Officer
-17-
<PAGE>
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
------- ------- ------------
3.1 Certificate of Incorporation of the Company, as
amended, incorporated by reference to Exhibit 3.1
to UMC's 1995 Form 10-K filed with the Securities
and Exchange Commission on March 7, 1996.
3.2 By-laws of the Company, as amended, incorporated by
reference to Exhibit 3.2 to UMC's 1995 Form 10-K
filed with the Securities and Exchange Commission
on March 7, 1996.
4.1 Amended and Restated Credit Agreement dated as of
July 18, 1994, among Petroleum, UMC and Norfolk Holdings
Inc. as the Guarantors, The Chase Manhattan Bank, N.A.,
Morgan Guaranty Trust Company of New York and the
lenders signatory thereto, incorporated by reference
to Exhibit (b)(1) of Schedule 14D-1 and Schedule 13D
of UMC, (No. 5-44990) filed with the Securities and
Exchange Commission on August 11, 1994.
4.2 First Joint Amendment to Amended and Restated Credit
Agreement and to Amended and Restated Credit Agreement
(Canada) effective as of September 2, 1994, incorporated
by reference to Exhibit 4.2 to Amendment No. 1 to UMC's
Form S-4 (No. 33-83458) filed with the Securities and
Exchange Commission on October 7, 1994.
4.3 Guaranty Agreement dated as of July 18, 1994, by UMC in
favor of The Chase Manhattan Bank, N.A., Morgan Guaranty
Trust Company of New York and the lenders listed therein,
incorporated by reference to Exhibit 4.4 to UMC's Form S-4
(No. 33-83458) filed with the Securities and Exchange
Commission on August 31, 1994.
4.4 Guaranty Agreement dated as of July 18, 1994, by Norfolk
Holdings Inc. as the Guarantor, in favor of The Chase
Manhattan Bank, N.A., Morgan Guaranty Trust Company of
New York and the lenders listed therein, incorporated by
reference to Exhibit 4.5 to UMC's Form S-4 (No. 33-83458)
filed with the Securities and Exchange Commission on
August 31, 1994.
4.5 Amended and Restated Credit Agreement dated as of July 18,
1994 among UMC Resources Canada Ltd., The Chase Manhattan
Bank of Canada and the lenders signatory thereto,
incorporated by reference to Exhibit 4.6 to UMC's Form S-4
(No. 33-83458) filed with the Securities and Exchange
Commission on August 31, 1994.
4.6 Guaranty Agreement dated as of July 18, 1994, by UMC as
the Guarantor, in favor of The Chase Manhattan Bank of
Canada and the lenders listed therein, incorporated
by reference to Exhibit 4.7 to UMC's Form S-4
(No. 33-83458) filed with the Securities and Exchange
Commission on August 31, 1994.
-18-
<PAGE>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
------- ------- ------------
4.7 Guaranty Agreement dated as of July 18, 1994 by
Petroleum in favor of The Chase Manhattan Bank
of Canada and the lenders listed therein,
incorporated by reference to Exhibit 4.8 to UMC's
Form S-4 (No. 33-83458) filed with the Securities
and Exchange Commission on August 31, 1994.
4.8 Employment Agreement dated as of August 9, 1994,
among Donald D. Wolf, UMC and Petroleum, incorporated
by reference to Exhibit (c)(4) to UMC's Schedule
14D-1 (No. 5-44990) filed with the Securities and
Exchange Commission on August 11, 1994.
4.9 Amendment No. 1 to Registration Rights Agreement dated
as of August 9, 1994 among GARI, UMC, General Atlantic
Corporation, John Hancock Mutual Life Insurance Company
and Fidelity Oil Holdings, Inc., incorporated by reference
to Exhibit (c)(8) to UMC's Schedule 14D-1 (No. 5-44990)
filed with the Securities and Exchange Commission on
August 11, 1994.
4.10 Second Joint Amendment to Amended and Restated Credit
Agreement and to Amended and Restated Credit Agreement
(Canada) effective as of November 15, 1994, incorporated
by reference to Exhibit 4.11 to UMC's 1994 Form 10-K
filed with the Securities and Exchange Commission on
March 10, 1995.
4.11 Third Joint Amendment to Amended and Restated Credit
Agreement and to Amended and Restated Credit Agreement
(Canada) effective as of December 31, 1994, incorporated
by reference to Exhibit 4.12 to UMC's 1994 Form 10-K filed
with the Securities and Exchange Commission on March 10, 1995.
4.12 Credit Agreement dated as of December 31, 1994 among UMC,
The Chase Manhattan Bank, N.A., Morgan Guaranty Trust
Company of New York and Lenders Signatory thereto
incorporated by reference to Exhibit 4.13 to UMC's 1994
Form 10-K filed with the Securities and Exchange Commission
on March 10, 1995.
4.13 Specimen of certificate representing Series A Voting Common
Stock, $.01 par value, of the Company, incorporated herein
by reference to Exhibit 4.13 to the Company's Form 10-Q
for the period ended June 30, 1994 filed with the Securities
and Exchange Commission on August 10, 1994.
4.14 Stock Purchase Agreement of Series F Convertible Preferred
Stock (par value $0.01 per share) between UMC and John
Hancock Mutual Life Insurance Company, The Travelers
Insurance Company, The Travelers Life and Annuity Company,
The Phoenix Insurance Company and The Travelers Indemnity
Company dated June 30, 1994, incorporated by reference to
Exhibit 4.16 to UMC's Form 10-Q for the quarterly period
ended June 30, 1995, filed with the Securities and Exchange
Commission on August 10, 1995.
-19-
<PAGE>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
------- ------- ------------
4.15 Stock Purchase Agreement of Series F Convertible
Preferred Stock (par value $0.01 per share)
between UMC and John Hancock Mutual Life Insurance
Company dated July 24, 1995, incorporated by
reference to Exhibit 4.17 to UMC'S Form 10-Q for the
quarterly period ended June 30, 1995, filed with the
Securities and Exchange Commission on August 10, 1995.
4.16 First Amendment to Credit Agreement among UMC, The
Chase Manhattan Bank, N.A., Morgan Guaranty Trust
Company of New York and Lenders Signatory thereto dated
as of June 30, 1995, incorporated by reference to Exhibit
4.18 to UMC's Form 10-Q for the quarterly period ended
June 30, 1995, filed with the Securities and Exchange
Commission on August 10, 1995.
4.17 Loan Agreement between UMIC Cote d'Ivoire Corporation
and International Finance Corporation dated as of
July 14, 1995, incorporated by reference to Exhibit 4.19
to UMC's Form 10-Q for the quarterly period ended
June 30, 1995, filed with the Securities and Exchange
Commission on August 10, 1995.
4.18 Share Retention, Guarantee and Clawback Agreement among
UMC, UMC Petroleum Corporation, UMIC Cote d'Ivoire
Corporation and International Finance Corporation dated
as of July 14, 1995, incorporated by reference to
Exhibit 4.20 to UMC's Form 10-Q for the quarterly period
ended June 30, 1995, filed with the Securities and
Exchange Commission on August 10, 1995.
4.19 Fourth Joint Amendment to Amended and Restated Credit
Agreement and to Amended and Restated Credit Agreement
(Canada) effective as of October 30, 1995, incorporated
by reference to Exhibit 4.21 to UMC's Form 10-Q for the
quarterly period ended September 30, 1995, filed with the
Securities and Exchange Commission on November 13, 1995.
4.20 Indenture between the Company, Petroleum and Bank of
Montreal Trust Company, dated October 30, 1995, incorporated
by reference to Exhibit 4.20 to UMC's 1995 Form 10-K filed
with the Securities and Exchange Commission on March 7, 1996.
4.21 Rights Agreement by and between United Meridian Corporation
and Chemical Mellon Shareholder Services, L.L.C., as Rights
Agent, dated as of February 13, 1996, incorporated by
reference as Exhibit 1 to Form 8-K, filed with the Securities
and Exchange Commission on February 14, 1996.
-20-
<PAGE>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
------- ------- ------------
10.1 UMC Key Employee Cash Compensation Program, as
amended, incorporated herein by reference to
Exhibit 10.1 to the Company's Form S-1
(No. 33-63532) filed with the Securities and
Exchange Commission on May 28, 1993.
10.2 The UMC Petroleum Savings Plan as amended and
restated incorporated herein by reference to
Exhibit 4.10 to the Company's Form S-8 (No. 33-73574)
filed with the Securities and Exchange Commission
on December 29, 1993.
10.3 First Amendment to the UMC Petroleum Savings Plan, as
Amended and Restated as of January 1, 1993, dated
April 18, 1994, incorporated by reference to Exhibit
10.3 to UMC's 1994 Form 10-K filed with the Securities
and Exchange Commission on March 10, 1995.
10.4 UMC 1987 Nonqualified Stock Option Plan, as amended,
incorporated herein by reference to Exhibit 10.3 to
the Company's Form S-1 (No. 33-63532) filed with the
Securities and Exchange Commission on May 28, 1993.
10.5 Third Amendment to UMC 1987 Nonqualified Stock Option
Plan dated November 16, 1993 incorporated herein by
reference to Exhibit 10.4 to the Company's 1993 Form
10-K filed with the Securities and Exchange Commission
on March 7, 1994.
10.6 Fourth Amendment to UMC 1987 Nonqualified Stock Option
Plan dated April 6, 1994, incorporated by reference to
Exhibit 10.6 to UMC's 1994 Form 10-K filed with the
Securities and Exchange Commission on March 10, 1995.
10.7 UMC 1994 Nonqualified Employee Stock Option Plan
incorporated herein by reference to Exhibit 4.14 to
the Company's Form S-8 (No. 33-79160) filed with the
Securities and Exchange Commission on May 19, 1994.
10.8 First Amendment to the UMC 1994 Employee Nonqualified
Stock Option Plan dated November 16, 1994, incorporated
herein by reference to Exhibit 4.11.1 to the Company's
Form S-8 (No. 33-86480) filed with the Securities and
Exchange Commission on November 18, 1994.
10.9 UMC 1994 Outside Directors' Nonqualified Stock Option
Plan incorporated herein by reference to Exhibit 4.15
to the Company's Form S-8 (No. 33-79160) filed with the
Securities and Exchange Commission on May 19, 1994.
-21-
<PAGE>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
------- ------- ------------
10.10 UMC Petroleum Corporation Supplemental Benefit Plan
effective January 1, 1994, approved by the Board of
Directors on March 29, 1994, incorporated by reference
to Exhibit 10.10 to UMC's 1994 Form 10-K filed with the
Securities and Exchange Commission on March 10, 1995.
10.11 Form of Indemnification Agreement, with Schedule of
Signatories, incorporated herein by reference to Exhibit
10.4 to the Company's Form S-1 (No. 33-63532) filed with
the Securities and Exchange Commission on May 28, 1993.
10.12 Petroleum Production Sharing Contract on Block CI-11
dated June 27, 1992 among the Republic of Cote d'Ivoire,
UMIC Cote d'Ivoire Corporation and Societe Nationale
d'Operations Petrolieres de la Cote d'Ivoire (including
English translation), incorporated herein by reference
to Exhibit 10.5 to Amendment No. 3 to the Company's
Form S-1 (No. 33-63532) filed with the Securities and
Exchange Commission on July 20, 1993.
10.13 Production Sharing Contract dated August 18, 1992
between the Republic of Equatorial Guinea and United
Meridian International Corporation (Area A - Offshore
NE Bioco), incorporated herein by reference to Exhibit
10.6 to Amendment No. 1 to the Company's Form S-1
(No. 33-63532) filed with the Securities and Exchange
Commission on June 18, 1993.
10.14 Production Sharing Contract dated June 29, 1992 between
the Republic of Equatorial Guinea and United Meridian
International Corporation (Area B - Offshore NW Bioco),
incorporated herein by reference to Exhibit 10.7 to
Amendment No. 1 to the Company's Form S-1 (No. 33-63532)
filed with the Securities and Exchange Commission on
June 18, 1993.
10.15 Production Sharing Contract dated June 29, 1994 between
the Republic of Equatorial Guinea and United Meridian
International Corporation (Area C - Offshore Bioco)
incorporated by reference to Exhibit 10.15 to UMC's
1994 Form 10-K filed with the Securities and Exchange
Commission on March 10, 1995.
10.16 Production Sharing Contract on Block CI-01 dated December
5, 1994 among The Republic of Cote d'Ivoire, UMIC Cote
d'Ivoire Corporation and Societe Nationale d'Operations
Petrolieres de la Cote d'Ivoire (English translation)
incorporated by reference to Exhibit 10.16 to UMC's
1994 Form 10-K filed with the Securities and Exchange
Commission on March 10, 1995.
-22-
<PAGE>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
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10.17 Production Sharing Contract on Block CI-02 dated
December 5, 1994 among The Republic of Cote
d'Ivoire, UMIC Cote d'Ivoire Corporation and
Societe Nationale d'Operations Petrolieres de la
Cote d'Ivoire (English translation) incorporated
by reference to Exhibit 10.17 to UMC's 1994 Form
10-K filed with the Securities and Exchange
Commission on March 10, 1995.
10.18 Production Sharing Contract on Block CI-12 dated
April 27, 1995 among The Republic of Cote d'Ivoire,
UMIC Cote d'Ivoire Corporation and others (English
translation), incorporated by reference to Exhibit
10.18 to UMC's 1995 Form 10-K filed with the Securities
and Exchange Commission on March 7, 1996.
10.19 Contract for Sale and Purchase of Natural Gas for
Block CI-11 among Caisse Autonome D'Amortissement,
UMIC Cote d'Ivoire Corporation and others dated
September 30, 1994 (French and English translation)
incorporated by reference to Exhibit 10.7 to the
Company's Form 10-Q for the period ended September 30,
1994 filed with the Securities and Exchange Commission
on November 14, 1994.
10.20 Production Sharing Contract dated April 5, 1995 between
The Republic of Equatorial Guinea and UMIC Equatorial
Guinea Corporation (Area D - Offshore Bioco) incorporated
by reference to Exhibit 10.20 to the Company's Form
10-Q for the period ended June 30, 1995 filed with the
Securities and Exchange Commission on August 10, 1995.
10.21 Contract for Purchase and Sale of Lion Crude Oil
between UMIC Cote d'Ivoire Corporation, International
Finance Corporation, G.N.R. (Cote d'Ivoire) Ltd. and
Pluspetrol S.A. and Total International Limited, dated
December 1, 1995, incorporated by reference to Exhibit
10.22 to UMC's 1995 Form 10-K filed with the Securities
and Exchange Commission on March 7, 1996.
10.22 Amendment to United Meridian Corporation 1994 Non-
Qualified Stock Option Agreement for Former Employees
of General Atlantic Resources, Inc. dated as of
April 16, 1996 among UMC and Donald D. Wolf.
10.23 Amendment to Employment Agreement dated as of April 16,
1996 among Petroleum and Donald D. Wolf.
10.24 Employment Agreement, dated October 9, 1996, between
UMC, UMC Petroleum Corporation and James L. Dunlap,
incorporated by reference to Exhibit 10.1 to UMC's
Form S-3, Amendment No. 2 (No. 333-12823), filed with
the Securities and Exchange Commission on October 30, 1996.
10.25 Form of Indemnification Agreement with a schedule of
director signatories, incorporated by reference to
Exhibit 10.2 to UMC's
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<PAGE>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
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Form S-3, Amendment No. 2 (No. 333-12823) filed
with the Securities and Exchange Commission on
October 30, 1996.
11.1* Calculation of Net Income per Common Share.
27.1* Financial Data Schedule.
_____________________
* Filed herewith.
-24-
<PAGE>
EXHIBIT 11.1
CALCULATION OF NET INCOME PER COMMON SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
For the three For the nine
months ended months ended
September 30, September 30,
1996 1995 1996 1995
------- ------- ------ ------
<S> <C> <C> <C> <C>
Net income (loss)............................................ $ 2,838 $ (1,852) $11,789 $ 2,218
Dividends paid on preferred stock............................ - (718) (1,531) (718)
------- ------- ------- -------
Amount available to common shareholders...................... $ 2,838 $ (2,570) $10,258 $ 1,500
======= ======= ======= =======
Weighted average number of common shares outstanding......... 32,025 27,999 30,695 29,207
======= ======= ======= =======
Net income (loss) per common share.......................... $ 0.09 $ (0.09) $ 0.33 $ 0.05
======= ======= ======= =======
</TABLE>
CALCULATION OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
For the three For the nine
months ended months ended
September 30, September 30,
1996 1995 1996 1995
------ ------ ----- ------
<S> <C> <C> <C> <C>
Shares outstanding from beginning of period................. 28,704 27,912 28,150 27,722
504 and 1,058 stock options and warrants
exercised in the three and nine months
ended September 30, 1996,
respectively............................................. 210 - 380 -
166 and 356 stock options exercised in
the three months and nine months
ended September 30, 1995,
respectively............................................. - 87 - 150
1,845 common shares issued in conversion
of preferred stock, July 25, 1996....................... 1,344 - 451 -
Common stock equivalents of
stock options and warrants/1/........................... 1,767 - 1,714 1,335
------ ------ ------ ------
32,025 27,999 30,695 29,207
====== ====== ====== ======
</TABLE>
/1/ The calculation of common stock equivalents of stock options and warrants
is based on the "Treasury Method" as detailed in Accounting Principles
Board Opinion No. 15.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 12,303
<SECURITIES> 0
<RECEIVABLES> 56,675
<ALLOWANCES> 1,190
<INVENTORY> 10,981
<CURRENT-ASSETS> 95,758
<PP&E> 827,271
<DEPRECIATION> 346,044
<TOTAL-ASSETS> 610,850
<CURRENT-LIABILITIES> 83,193
<BONDS> 251,742
0
0
<COMMON> 311
<OTHER-SE> 240,085
<TOTAL-LIABILITY-AND-EQUITY> 610,850
<SALES> 143,869
<TOTAL-REVENUES> 170,025
<CGS> 0
<TOTAL-COSTS> 37,685
<OTHER-EXPENSES> 85,709
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,820
<INCOME-PRETAX> 20,206
<INCOME-TAX> 8,417
<INCOME-CONTINUING> 11,789
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,789
<EPS-PRIMARY> .33
<EPS-DILUTED> .33
</TABLE>
