ZAPATA ENERGY INDUSTRIES CONDENSED COMBINED BALANCE SHEETS (unaudited, in thousands) June 30, September 30, 1995 1994 -------- ------------- ASSETS Current assets: Cash $ 2,202 $ 1,678 Receivables 10,198 11,389 Inventories 24,173 17,629 -------- -------- Total current assets 36,573 30,696 -------- -------- Intangible and other assets 20,015 19,434 -------- -------- Property and equipment, net 59,497 52,496 -------- -------- Total assets $116,085 $102,626 -------- -------- -------- -------- LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Current maturities of long-term debt $ 27,228 $ 94 Accounts payable 3,558 2,745 Accrued liabilities 4,743 3,995 -------- -------- Total current liabilities 35,529 6,834 -------- -------- Long-term debt 763 15,106 -------- -------- Deferred income taxes 1,651 1,422 -------- -------- Due to parent 52,842 55,677 -------- -------- Stockholder's equity: Common stock ($1.00 par value) authorized, issued and outstanding: 3,000 shares 3 3 Capital in excess of par value 20,787 20,787 Reinvested earnings 4,510 2,797 -------- -------- 25,300 23,587 -------- -------- Total liabilities and stockholder's equity $116,085 $102,626 -------- -------- -------- -------- The accompanying notes are an integral part of the financial statements. ZAPATA ENERGY INDUSTRIES CONDENSED COMBINED INCOME STATEMENTS (unaudited, in thousands) Nine Months Eight Months Ended Ended June 30, 1995 June 30, 1994 ------------- ------------- Revenues $53,086 $49,874 ------- ------- Expenses: Operating expenses 40,221 36,480 Depreciation and amortization 4,322 3,600 Selling, general and administrative 3,742 4,952 ------- ------- 48,285 45,032 ------- ------- Operating income 4,801 4,842 Interest expense, net (2,208) (2,549) Other income 474 -- ------- ------- Income before income taxes 3,067 2,293 Provision for income taxes 1,354 941 ------- ------- Net income $ 1,713 $ 1,352 ------- ------- ------- ------- The accompanying notes are an integral part of the financial statements. 2 ZAPATA ENERGY INDUSTRIES CONDENSED COMBINED STATEMENTS OF CASH FLOWS (unaudited, in thousands) Nine Months Eight Months Ended Ended June 30, 1995 June 30, 1994 ------------- ------------- Cash flow provided by operating activities: Net income $ 1,713 $ 1,352 -------- ------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 4,322 3,600 Changes in other assets and liabilities (3,973) (4,121) -------- ------- Total adjustments 349 (521) -------- ------- Net cash provided by operating activities 2,062 831 -------- ------- Cash flow used by investing activities: Capital expenditures (11,495) (4,995) Business acqusitions, net of cash acquired -- (73,222) ------- ------- Net cash used by investing activities (11,495) (78,217) -------- ------- Cash flow provided (used) by financing activities: Borrowings 12,864 -- Principal payments of long-term obligations (72) (98) Proceeds from issuance of common stock to Parent -- 20,790 Advances from (repayments to) Parent (2,835) 60,812 -------- ------- Net cash provided by financing activities 9,957 81,504 -------- ------- Net increase in cash and cash equivalents 524 4,118 Cash and cash equivalents at beginning of period 1,678 -- -------- ------- Cash and cash equivalents at end of period $ 2,202 $ 4,118 -------- ------- -------- ------- The accompanying notes are an integral part of the financial statements. 3 ZAPATA ENERGY INDUSTRIES NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Unaudited) NOTE 1. ORGANIZATION The combined financial statements of Zapata Energy Industries ("Zapata Energy Industries" or the "Company") include Zapata Rentals, Inc., Zapata Compression Investments, Inc. and Energy Industries, Inc., three wholly-owned subsidiaries of Zapata Corporation ("Zapata"). Zapata Energy Industries is engaged in the business of renting, fabricating, selling, and servicing natural gas compressor packages used in the oil and gas industry. NOTE 2. FINANCIAL STATEMENTS The condensed combined financial statements included herein have been prepared by Zapata Energy Industries, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements reflect all adjustments that are, in the opinion of management, necessary to fairly present such information. All such adjustments are of a normal recurring nature. Although the Company believes that the disclosures are adequate to make the information presented not misleading, certain information and footnote disclosures, including significant accounting policies, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to such rules and regulations. It is suggested that these condensed financial statements be read in conjunction with the audited combined financial statements as of September 30, 1994 and the notes thereto. NOTE 3. INTEREST EXPENSE The Company's interest expense includes an allocation of interest expense from Zapata totaling $1,243,000 for the nine months ended June 30, 1995 and $2,709,000 for the eight months ended June 30, 1994. Interest expense of Zapata that was not directly attributable to or related to other operations of Zapata was allocated to the Company based on net assets. NOTE 4. INVENTORIES The Company maintains inventories to support package fabrication in the Corpus Christi, Texas headquarters, as well as repair and maintenance operations in the branch offices. Inventories as of June 30, 1995 are comprised of the following components (in thousands): Major fabrication components $ 9,480 Parts to support fabrication 6,164 Parts to support field service 5,808 Used parts and equipment 2,680 Labor in process 41 ------- $24,173 ------- ------- 4 NOTE 5. SUBSEQUENT EVENT On June 30, 1995, Zapata announced that it had entered into an agreement to sell the assets of Zapata Energy Industries for $130 million to Enterra Corporation. The agreement is subject to the signing of a definitive agreement containing customary and reasonable representations and warranties and indemnification provisions and certain government approvals. As of June 30, 1995, the Company was not in compliance with certain cash flow covenants related to its Texas Commerce Bank loan. As a result of the covenant violation, the total balance outstanding of $26,800,000 at June 30, 1995 related to this loan is reflected as a current liability. 5