<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS
The following unaudited pro forma condensed financial statements reflect the
financial position of the Company as of June 30, 1995 and the results of its
operations for the fiscal year ended September 30, 1994 and the nine months
ended June 30, 1995, both historically and on a pro forma basis, giving effect
to the Energy Industries Sale and the Cimarron Sale as if they had been
consummated as of June 30, 1995, in the case of the balance sheet, and October
1, 1993, in the case of the income statements. These unaudited pro forma
condensed financial statements should be read in conjunction with the historical
consolidated financial statements of the Company and related notes and
"Management's Discussion and Analysis of Results of Operations and Financial
Conditions" contained in the Company's Annual Report on Form 10-K for the year
ended September 30, 1994. The historical income statement presented below has
been restated to reflect the Company's marine protein operations as a continued
operation as a result of the Company's decision to retain these operations. The
Company's Form 10-K for the fiscal year ended September 30, 1994 reflected the
marine protein operation as a discontinued operation. The unaudited pro forma
condensed financial statements set forth below are not necessarily indicative of
what the actual results of operations would have been had these events occurred
as of the dates indicated.
The unaudited pro forma condensed consolidated financial statements are intended
to present information regarding the Company's results of operations and
financial position for purposes of separately evaluating the impact of each of
the Energy Industries Sale and the Cimarron Sale. However, because the Energy
Industries Sale and the Cimarron Sale are not contingent upon one another, it is
possible that one or both of such sales would not be consummated. The Company
contemplates that such sales will not be consummated at the same time.
UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1994
(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
-------------------------------
ENERGY
RESTATED INDUSTRIES CIMARRON
HISTORICAL(1) SALE(2) SALE AS ADJUSTED
------------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Revenues $337,826 $ 72,522 $ 156,141 $109,163
Operating income (loss) (24,700) 7,970 (1,063) (31,607)
Income (loss) from continuing operations 578 2,907(3) (1,472)(3) (857)
Per common share income (loss) from 0.01 0.09 (0.05) (0.05)
continuing operations
Common stock dividends declared, 0.07 ---- ---- 0.07
per share
</TABLE>
__________________________
(1) The historical income statement has been restated to reflect the Company's
marine protein operations as a continued operation as a result of the
Company's decision to retain these operations. The Company's Form 10-K for
the fiscal year ended September 30, 1994 reflected the marine protein
operation as a discontinued operation.
(2) The Company's consolidated financial results for its fiscal year ended
September 30, 1994 include only eleven months of Energy Industries'
operations because the Company acquired Energy Industries in November 1993.
(3) The pro forma adjustments include allocations of interest expense on general
corporate debt of $3.4 million to Energy Industries and $932,000 to
Cimarron.
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