1 EXHIBIT 99(a) RIO GRANDE, INC. AND SUBSIDIARIES PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS SIX MONTHS ENDED JULY 31, 1994 ------------------------------ HISTORICAL ----------------------------------------- PRO PRO RIO FORMA FORMA GRANDE PYRAMID BCS ADJ. BALANCE ----------- -------- ---------- ---------- ----------- REVENUES: Oil and gas sales $1,921,308 823,470 123,020 (a) (460,901) 2,406,897 COSTS AND EXPENSES: Operating expenses 656,782 620,259 68,222 (a) (114,090) 1,231,173 Depreciation, depletion and amortization 548,074 - - (b) 305,131 853,205 Provision for abandonment 87,900 - - - 87,900 expense General and administrative 433,320 - - (c) 193,232 626,552 ---------- -------- -------- -------- --------- TOTAL COSTS AND EXPENSES: 1,726,076 620,259 68,222 384,273 2,798,830 ---------- -------- -------- -------- --------- EARNINGS (LOSS) FROM OPERATIONS 195,232 203,211 54,798 (845,174) (391,933) ---------- -------- -------- -------- --------- OTHER INCOME (EXPENSE): Interest expense (45,159) - - (d) (42,563) (87,722) Other 143,620 - - - 143,620 Minority interest of limited partners (138,795) - - (e) 78,787 (60,008) ---------- -------- -------- -------- --------- TOTAL OTHER INCOME (40,334) - - 36,224 (4,110) ---------- -------- -------- -------- --------- EARNINGS (LOSS) BEFORE INCOME TAXES 154,898 203,211 54,798 (808,950) (396,043) INCOME TAXES 6,760 - - - 6,760 ---------- -------- -------- -------- --------- NET EARNINGS (LOSS) $ 148,138 203,211 54,798 (808,950) (402,803) ========== ======== ======== ======== ========= NET EARNINGS (LOSS) PER COMON AND COMMON EQUIVALENT SHARE $ 0.02 (0.07) WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING 6,029,293 6,029,293 NOTES TO THE PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (a) To eliminate the revenues and direct operating expenses for BCS and Pyramid which occurred after their acquisition and the revenues and direct operating expenses applicable to the sales of certain oil and gas properties located in Texas and Offshore Louisiana. (b) To provide for depreciation, depletion and amortization of the oil and gas properties and other assets acquired or sold based on their production during the respective periods after giving effect to the purchase price. (c) To provide for the additional personnel, facilities and other administrative expenses resulting from the acquisitions, net of overhead fees charged. (d) To provide for the additional interest expense for the $2,900,000 bank debt incurred in the acquisition and the decrease in interest expense applicable to the $970,000 reduction in bank debt as a result of the sale of certain oil and gas properties in West Texas and Offshore Louisiana. (e) To adjust the minority interests of the limited partners in the combined limited partnerships as a result of the acquisitions, dispositions and the related pro forma adjustments. E-23 2 EXHIBIT 99(A) RIO GRANDE, INC. AND SUBSIDIARIES PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS SIX MONTHS ENDED JULY 31, 1995 ------------------------------ HISTORICAL ------------- PRO PRO RIO GRANDE FORMA FORMA ADJ. BALANCE ------------ ------------ ------------ REVENUES: Oil and gas sales $ 1,928,225 (a) (133,177) 1,795,048 COSTS AND EXPENSES: Operating expenses 984,253 (a) (20,499) 963,754 Depreciation, depletion and amortization 677,308 (b) (26,198) 651,110 Provision for abandonment expense 90,000 - 90,000 General and administrative 648,573 - 648,573 ----------- --------- -------- TOTAL COSTS AND EXPENSES: 2,400,134 (46,697) 2,353,437 ----------- --------- -------- EARNINGS (LOSS) FROM OPERATIONS (471,909) (86,480) (558,389) ----------- --------- -------- OTHER INCOME (EXPENSE): Interest expense (142,748) (c) 39,600 (103,148) Other 1,207,753 - 1,207,753 Minority interest of limited partners (209,253) (d) 17,296 (191,957) ----------- --------- -------- TOTAL OTHER INCOME 855,752 56,896 912,648 ----------- --------- -------- EARNINGS (LOSS) BEFORE INCOME TAXES 383,843 (29,584) 354,259 INCOME TAXES 3,560 - 3,560 ----------- --------- -------- NET EARNINGS (LOSS) $ 380,283 (29,584) 350,699 =========== ======== ======== NET EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE $ 0.06 0.06 WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING 5,927,760 5,927,760 NOTES TO THE PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (a) To eliminate the revenues and direct operating expenses relative to the dispositions of certain oil and gas properties located in Texas and Offshore Louisiana. (b) To provide for depreciation, depletion and amortization of the oil and gas properties sold during the first six months of 1995 based on their production during the respective periods. (c) To provide for the interest expense applicable to the $970,000 reduction in bank debt. (d) To adjust the minority interests of the limited partners in the combined limited partnerships as a result of the dispositions of oil and gas properties and the related pro forma adjustments. E-24