<PAGE>   1
                                                                      EXHIBIT 99




                              Financial Statements


                              QUANTERRA, INC.


                              December 31, 1994 and June 28, 1994
                              with Report of Independent Auditors

<PAGE>   2

                                QUANTERRA, INC.

                              Financial Statements

                      December 31, 1994 and June 28, 1994



                                    CONTENTS

Report of Independent Auditors ............................................. 1

Audited Financial Statements

Balance Sheets ............................................................. 2
Statement of Operations .................................................... 4
Statement of Shareholders' Equity .......................................... 5
Statement of Cash Flows .................................................... 6
Notes to Financial Statements .............................................. 7
<PAGE>   3
     
                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Quanterra, Inc.

We have audited the accompanying balance sheets of Quanterra, Inc. as of
December 31, 1994 and June 28, 1994, and the related statements of operations,
shareholders' equity and cash flows for the six months ended December 31, 1994.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Quanterra, Inc. at December 31,
1994 and June 28, 1994, and the results of its operations and its cash flows for
the six months ended December 31, 1994 in conformity with generally accepted
accounting principles.



                                                  ERNST & YOUNG LLP


Denver, Colorado
March 28, 1995, except for Note 4, as to
  which the date is June 28, 1995



                                       1
<PAGE>   4

                                 QUANTERRA, INC.

                                 BALANCE SHEETS
                        (in thousands, except share data)



<TABLE>
<CAPTION>
                                                                      DECEMBER 31,          JUNE 28,
                                                                          1994                1994
                                                                      -------------------------------- 
<S>                                                                     <C>                 <C>       
ASSETS
Current assets:
   Cash and cash equivalents                                            $    6,612          $    1,420
   Accounts receivable and unbilled revenues:
     Accounts receivable, net of allowance for 
       uncollectible accounts of $1,679
       and $1,572 at December 31, 1994 and June 28, 1994,
       respectively                                                         37,625              28,939
     Unbilled revenues                                                       4,423               4,796
                                                                      -------------------------------- 
                                                                            42,048              33,735
   Prepaid expenses and other assets                                         1,266               2,273
   Deferred income taxes                                                     7,926               2,889
                                                                      -------------------------------- 
Total current assets                                                        57,852              40,317

Deferred income taxes                                                          974                   -

Property and equipment--at cost, less accumulated depreciation
   and amortization of $56,454 and $57,519 at December 31, 1994
   and June 28, 1994, respectively                                          59,428              61,654

Intangible assets:
   Goodwill                                                                  8,853               9,238
   Other                                                                       645                 645
   Less accumulated amortization                                            (1,985)             (1,710)
                                                                      -------------------------------- 
                                                                             7,513               8,173

Other assets:
   Deferred financing costs, less accumulated
     amortization of $99 at December 31, 1994                                  893                 793
   Property held for sale                                                      850                 850
   Other noncurrent                                                          1,216               1,174
                                                                      -------------------------------- 
                                                                             2,959               2,817
                                                                      -------------------------------- 
Total assets                                                              $128,726            $112,961
                                                                      ================================
</TABLE>





                                       2
<PAGE>   5









<TABLE>
<CAPTION>
                                                                      DECEMBER 31,          JUNE 28,
                                                                          1994                1994
                                                                      -------------------------------- 
<S>                                                                      <C>                <C>       
LIABILITIES AND SHAREHOLDERS' EQUITY 
Current liabilities:
   Accounts payable                                                      $  11,335          $    3,746
   Accounts payable to related parties                                       3,413               1,390
   Accrued payroll and other accrued expenses                                5,645               6,407
   Accrued integration costs                                                13,264               2,329
   Current portion of long-term debt                                         3,750                   -
   Current portion of capital lease obligations                                 47                 270
                                                                      -------------------------------- 
Total current liabilities                                                   37,454              14,142

Long-term debt, net of current portion                                      41,350              36,100
Capital lease obligations, net of current portion                              706                 728
Deferred income taxes                                                            -               1,267

Commitments and contingencies

Shareholders' equity:
   Common stock:
     Class A shares, $.01 par value:
       Authorized shares - 1,500
       Issued and outstanding shares - 1,056                                     -                   -
     Class B shares, $.01 par value:
       Authorized shares - 1,500
       Issued and outstanding shares - 1,056                                     -                   -
   Additional paid-in capital                                               60,724              60,724
   Accumulated deficit                                                     (11,508)                  -
                                                                      -------------------------------- 
Total shareholders' equity                                                  49,216              60,724



                                                                      -------------------------------- 
Total liabilities and shareholders' equity                                $128,726            $112,961
                                                                      ================================
</TABLE>


See accompanying notes.



                                       3
<PAGE>   6


                                 QUANTERRA, INC.

                             STATEMENT OF OPERATIONS
                                 (in thousands)

                   For the six months ended December 31, 1994


Net revenues                                    $  66,758

Cost of sales                                      49,815
                                                ---------
   Gross profit                                    16,943

Selling, general and administrative                13,422
Integration costs                                  20,878
                                                ---------
   Loss from operations                           (17,357)

Interest expense                                    1,429
                                                ---------
   Loss before income tax benefit                 (18,786)

Income tax benefit                                  7,278
                                                ---------
Net loss                                         $(11,508)
                                                =========


See accompanying notes.




                                       4
<PAGE>   7


                                 QUANTERRA, INC.

                        STATEMENT OF SHAREHOLDERS' EQUITY
                        (in thousands, except share data)

                   For the six months ended December 31, 1994

<TABLE>
<CAPTION>
                       CLASS A                     CLASS B                  ADDITIONAL
                        COMMON                     COMMON                     PAID-IN      ACCUMULATED
                        SHARES        AMOUNT       SHARES       AMOUNT       CAPITAL         DEFICIT       TOTAL
                     --------------------------------------------------------------------------------------------------
<S>                       <C>       <C>              <C>        <C>          <C>           <C>            <C>    
Balance at 
June 28, 1994             1,056     $     -          1,056      $    -       $60,724       $      -       $60,724

Net loss                      -           -              -           -             -        (11,508)      (11,508)
                     --------------------------------------------------------------------------------------------------
Balance, 
December 31, 1994         1,056     $     -          1,056       $   -       $60,724       $(11,508)      $49,216
                     ==================================================================================================
</TABLE>

See accompanying notes.




                                       5

<PAGE>   8


                                 QUANTERRA, INC.

                             STATEMENT OF CASH FLOWS
                                 (in thousands)

                   For the six months ended December 31, 1994


OPERATING ACTIVITIES
Net loss                                                               $(11,508)
Adjustments to reconcile net loss to net cash         
   provided by operating activities:
     Depreciation and amortization                                        4,954
     Write-off of property and equipment against
       integration costs                                                  2,883
     Write-off of goodwill                                                  366
     Changes in operating assets and liabilities:
       Deferred income taxes                                             (7,278)
       Accounts receivable                                               (8,686)
       Unbilled revenues                                                    373
       Prepaid expenses and other assets                                  1,007
       Deferred financing costs                                            (199)
       Other assets                                                         (42)
       Accounts payable                                                   7,589
       Accounts payable to related parties                                2,023
       Accrued payroll and other accrued expenses                          (762)
       Integration costs accrual                                         10,935
                                                                        --------
Net cash provided by operating activities                                 1,655

INVESTING ACTIVITIES
Purchase of property and equipment                                       (5,218)
                                                                        --------
Net cash used in investing activities                                    (5,218)

FINANCING ACTIVITIES
Principal payments under capital lease obligations                         (245)
Borrowings on long-term debt                                              9,000
                                                                        --------
Net cash provided by financing activities                                 8,755
                                                                        --------
Net increase in cash and cash equivalents                                 5,192
Cash and cash equivalents at beginning of year                            1,420
                                                                        ========
Cash and cash equivalents at end of year                                $ 6,612
                                                                        ========
Supplemental disclosure of cash flow information:
   Cash paid during the year for interest                               $   805

See accompanying notes.



                                       6
<PAGE>   9


                                 QUANTERRA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 1994


1. SIGNIFICANT ACCOUNTING POLICIES

Quanterra, Inc. ("the Company") was formed under the laws of the state of
Delaware on June 28, 1994, upon the combination of Enseco Incorporated
("Enseco"), a division of MetPath, Inc. ("MetPath"), itself a subsidiary of
Corning Inc., and International Technology Analytical Services ("ITAS"), a
division of International Technology Corporation ("ITC"). Metpath and ITC each
own 50% of the voting stock. Quanterra provides environmental analytical
services, consisting primarily of laboratory tests, to a variety of customers in
the business of environmental testing and cleanup.

BASIS OF ACCOUNTING

The assets and liabilities contributed by Enseco and ITC were recorded at
historical cost as reflected on the accounts of the respective entities prior to
formation of the Company.

REVENUE RECOGNITION

The Company recognizes income on the accrual basis. As professional services are
performed, revenues relating thereto are accrued. On a current basis, provision
for losses is made for any costs and expenses in excess of billable revenues.

Unbilled revenues represent amounts earned but not yet billable under the terms
of the agreements with customers.

CREDIT RISK

Credit is extended based on an evaluation of the customer's financial condition,
and collateral is generally not required. The Company's customers consist
primarily of companies in the environmental consulting industry, agencies of the
United States government and oil and gas companies, representing 65%, 8% and 11%
of the total accounts receivable balance at December 31, 1994, respectively. The
customers are located throughout the United States.

STATEMENT OF CASH FLOWS

For purposes of the statement of cash flows, the Company considers cash and cash
equivalents with a maturity of three months or less to be cash.




                                       7
<PAGE>   10


                                 QUANTERRA, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)




1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ACCOUNTING PERIOD

The Company's year end is the 52- or 53-week period ending on the Sunday closest
to December 31. The period reported upon as the six-month period ended December
31, 1994 effectively ended on January 1, 1995.

PROPERTY AND EQUIPMENT

For financial reporting purposes, depreciation and amortization are provided
using the straight-line method over the following estimated useful lives:

      Buildings and improvements                18 to 30 years
      Leasehold improvements                    15 to 28 years
      Furniture and fixtures                     5 to 10 years
      Machinery and equipment                     7 to 8 years
      Vehicles and other                          3 to 5 years

INTANGIBLE ASSETS

The Company's intangible assets consist of goodwill, resulting from cost in
excess of net assets of acquired businesses, and other intangible assets,
arising principally from acquisitions. Goodwill and other intangible assets are
amortized on a straight-line basis over 20 and 8 years, respectively.

INCOME TAXES

The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes ("SFAS No.
109"), which requires that the Company account for income taxes using the
liability method. Under SFAS No. 109, deferred income taxes are provided for
temporary differences in recognizing certain income and expense items for
financial reporting and tax reporting purposes.

RECLASSIFICATIONS

Certain reclassifications of June 28, 1994 amounts have been made to conform
with the December 31, 1994 presentation.




                                       8
<PAGE>   11


                                 QUANTERRA, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)




2. PROPERTY AND EQUIPMENT

A summary of property and equipment follows (in thousands):

<TABLE>
<CAPTION>
                                                                        DECEMBER 31,         JUNE 28,
                                                                            1994               1994
                                                                        ------------------------------
<S>                                                                          <C>                <C>   
     At cost:
        Land                                                              $   1,968          $   1,968
        Buildings and improvements                                           32,490             32,437
        Machinery and equipment                                              60,963             62,562
        Machinery and equipment under capital leases                          1,727              1,727
        Furniture and fixtures                                                2,943              4,018
        Leasehold improvements                                                4,898              8,068
        Vehicles and other                                                      411                418
        Construction in progress                                             10,482              7,975
                                                                        ------------------------------
                                                                            115,882            119,173
        Less accumulated amortization                                       (56,454)           (57,519)
                                                                        ------------------------------
                                                                          $  59,428          $  61,654
                                                                        ==============================
</TABLE>
3. INCOME TAXES

Benefit for federal and state income taxes for the six months ended December 31,
1994 is as follows (in thousands):

      Deferred:
         Federal                                              $6,126
         State                                                 1,152
                                                              ------
                                                              $7,278
                                                              ======

The Company's effective tax rate differs from the federal statutory rate of 34
percent as a result of state taxes and the nondeductibility of certain expenses.





                                       9
<PAGE>   12


                                 QUANTERRA, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)




3. INCOME TAXES (CONTINUED)

Significant  components of the  Company's  deferred tax assets and  liabilities
as of December 31, 1994 and June 28, 1994 are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                      DECEMBER 31,          JUNE 28,
                                                                          1994                1994
                                                                      -------------------------------
<S>                                                                      <C>                   <C>   
Deferred tax assets:
   Accrued integration costs                                             $  6,341              $2,084
   Net operating loss carryforwards                                         1,783                   -
   Accrued vacation and payroll expenses                                    2,380               1,708
   Allowance for uncollectible accounts receivable                            636                 623
   Other                                                                      385                  70
                                                                      -------------------------------
Total deferred tax assets                                                 $11,525              $4,485
                                                                      ===============================

Deferred tax liabilities:
   Accelerated depreciation                                              $  2,241              $2,473
   Software development costs                                                 384                 390
                                                                      -------------------------------
Total deferred tax liabilities                                           $  2,625              $2,863
                                                                      ===============================
</TABLE>

At December 31, 1994, the Company has net operating loss carryforwards of
$4,845,000 which are available to offset future taxable income. These
carryforwards, which are expected to be fully utilized, expire in the year 2009.

4. LONG-TERM DEBT

On June 28, 1994, the Company signed a Credit Agreement with a financial
institution allowing the Company to obtain credit in the aggregate principal
amount of up to $60,000,000, in the forms of a term advance, working capital
advances and letters of credit. At December 31, 1994, the outstanding balance on
the loan was $45,100,000, which represented a term advance of $30,000,000 that
cannot be borrowed again once repaid and a working capital advance of
$15,100,000. The Company must repay outstanding balances under the term advance
through quarterly payments of $1,875,000 beginning in September 1995. Mandatory
prepayments and working capital advance commitment reductions may be required at
the end of each calendar year based on cash flows in excess of a projection
agreed upon by the Company and the financial institution. All outstanding
amounts become due on the termination date of the agreement, June 28, 1999.



                                       10
<PAGE>   13


                                 QUANTERRA, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)




4. LONG-TERM DEBT (CONTINUED)

Working capital advances constitute a revolving credit agreement whereby
advances are made to the Company based on eligible receivables, as defined,
through June 28, 1999, not to exceed $30,000,000. At December 31, 1994,
$15,100,000 has been excluded from current liabilities because the Company
intends that at least that amount would remain outstanding under this agreement
for an uninterrupted period extending beyond one year from December 31, 1994.

Interest is payable quarterly and is calculated as either:

      1.   The higher of the following rates plus 0% to .75% depending on the
           performance level of the Company based on certain ratios:

           o    the financial institution's base rate;

           o    a formula based on a three-week moving average of rates for
                three-month certificates of deposit, the daily percentages
                specified during such three-week period by the Federal Reserve
                System for determining the maximum reserve requirement, and the
                average during such three-week period of rates estimated for
                determining the amount payable to the Federal Deposit Insurance
                Corporation for insuring deposits of the financial institution;

           o    1/2 of 1% above the Federal Funds rate; or

      2.   The rate obtained by dividing the rate at which deposits of similar
           amount and time period are offered by a financial institution in
           London, United Kingdom by a percentage equal to 100% minus the
           reserve percentage issued by the Federal Reserve System for
           determining the maximum reserve requirement for financial
           institutions in New York City with respect to liabilities or assets,
           plus .75% to 1.75% depending on the performance level of the Company
           based on certain ratios.

The effective interest rate at December 31, 1994 was 6.724%.

Substantially all assets of the Company are pledged as collateral on the loan.
Additionally, the financial institution has the right to require the
shareholders of the Company to make capital contributions to the Company if the
Company violates certain financial covenants. On a quarterly basis, the Company
must pay a commitment fee of 3/8 of 1% per annum on unused credit facilities. At
December 31, 1994, the Company


                                       11
<PAGE>   14



                                 QUANTERRA, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)




4. LONG-TERM DEBT (CONTINUED)

had available unused credit facilities of $14,900,000 for purposes of working
capital advances and letters of credit.

The Company is required to meet various financial and nonfinancial covenants
under the credit agreement, including a maximum leverage ratio which decreases
periodically over the term of the agreement and a minimum net worth, minimum
cash flow and minimum interest coverage ratio, each of which increase
periodically over the term of the agreement.

Subsequent to year end, the Company amended its Credit Agreement whereby its
shareholders made capital contributions totaling $5 million which were applied
to outstanding term advance principal repayment installments in direct order of
maturity. Among the items amended were the elimination of the maximum leverage
and minimum cash flow ratios, the modification of the minimum net worth and
minimum interest coverage ratios and the payment of an amendment fee equal to
1/8 of one percent of the aggregate commitment. The amendment is effective
through March 31, 1996, when all conditions and covenants revert back to the
original terms of the Credit Agreement.

Based on the outstanding loan balance at December 31, 1994, aggregate maturities
of long-term debt are as follows (in thousands):

         1995                                          $  3,750
         1996                                             7,500
         1997                                             7,500
         1998                                             7,500
         1999                                            18,850
                                                        -------
                                                        $45,100
                                                        =======





                                       12
<PAGE>   15



                                 QUANTERRA, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)




5. LEASE COMMITMENTS

The Company occupies premises under leases expiring at various dates through
2004, and leases equipment under noncancelable operating and capital leases
expiring at various dates through 2004. Future minimum payments, by year and in
the aggregate, under the capital leases and noncancelable operating leases with
initial or remaining terms of one year or more consisted of the following at
December 31, 1994 (in thousands):

<TABLE>
<CAPTION>
                                                                         CAPITAL            OPERATING
                                                                         LEASES              LEASES
                                                                         -----------------------------
<S>   <C>                                                                 <C>                 <C>     
      1995                                                                $   201             $  6,112
      1996                                                                    160                4,593
      1997                                                                    165                3,200
      1998                                                                    170                2,069
      1999                                                                    175                1,564
      Thereafter                                                              950                3,048
                                                                         -----------------------------
      Total minimum lease payments                                          1,821              $20,586
                                                                                               =======
      Less amounts representing interest                                    1,068
                                                                         --------
      Present value of net minimum lease payments                         $   753
                                                                          =======
</TABLE>
The Company leases certain facilities and equipment from related parties with
annual operating lease payments of approximately $522,000 terminating in 1999,
which are included in the above operating lease commitment schedule. The Company
incurred lease expense of approximately $4,068,000 in 1994. In addition, the
Company leases certain property to related parties (see Note 8).

6. SHAREHOLDERS' EQUITY

On June 28, 1994, the Company entered into a Shareholders' Agreement with its
shareholders, MetPath and ITC, which defined the terms of the organization of
the Company, of its financing and of the sales and transfers of its shares. As
required by the agreement, the Company issued 1,056 shares of Class A Voting
Common Stock, par value $.01, to MetPath and 1,056 shares of Class B Voting
Common Stock, par value $.01, to ITC in consideration for the transfer of net
assets of Enseco and ITAS, respectively. The two classes of common stock have
equal voting rights.





                                       13
<PAGE>   16

                                 QUANTERRA, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)




6. SHAREHOLDERS' EQUITY (CONTINUED)

Under the same agreement, the Company is obligated to issue to MetPath and ITC
one additional share of common stock for each $11,261 or portion thereof that
MetPath or ITC may contribute to the Company up to a maximum of 444 shares each.
The shareholders are prohibited from pledging, encumbering, selling or otherwise
transferring any shares of the Company during the three-year period ending June
28, 1997. The Shareholders' Agreement will remain in effect until liquidation or
dissolution of the Company or until such time that MetPath and ITC in the
aggregate own less than 40% of the outstanding common stock of the Company.

Dividends may be declared and paid to shareholders in cash, property or stock of
the Company. No dividends may be declared or paid on Class B common stock until
an aggregate amount of cash dividends has been declared and paid on the Class A
common stock equal to $4,000,000. Additionally, to the extent that a total of
$4,000,000 of cash dividends has not been paid to holders of Class A common
stock by June 28, 1997, interest must first be paid to the Class A common
shareholders on the difference between $4,000,000 and the amount paid as of June
28, 1997, before dividends may be declared or paid on Class B common stock.

7. INTEGRATION COSTS

In July 1994, the Company recorded an integration cost of $20,878,000 in order
to effectively and efficiently consolidate the two merging companies, Enseco and
ITAS. Included in the charges are the expected costs of employee separations,
facility consolidations, asset retirements, relocations and related costs.

During 1994 the Company charged $9,431,000 to the integration accrual, which
included employee termination costs and costs related to the closing of plant
locations. Other operations were consolidated where appropriate. The Company
anticipates remaining consolidation steps to be completed in 1995.

8. RELATED PARTY TRANSACTIONS

The Company utilizes certain services provided by its shareholders, Metpath, a
subsidiary of Corning, Inc. ("Corning and subsidiary") and ITC. Certain services
include, but are not limited to utilization of shareholders' employees, use of
nationwide phone contracts and reimbursement of health and retirement plan
payments made by the shareholders on behalf of the Company. Amounts outstanding
and included in related party accounts payable to Corning and subsidiary were
$2,384,000 and $1,390,000 at December 31,


                                       14
<PAGE>   17



                                 QUANTERRA, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)




8. RELATED PARTY TRANSACTIONS (CONTINUED)

1994 and June 28, 1994, respectively. Amounts outstanding and included in
related party accounts payable to ITC were $1,029,000 at December 31, 1994. In
addition, the Company provides certain environmental analytical services for
ITC. The Company recognized revenues of $4,545,000 for the six months ended
December 31, 1994 from ITC. Amounts outstanding from ITC and included in
accounts receivable at December 31, 1994 were $4,852,473.

During 1994 the Company entered into an agreement whereby it will lease its
Somerset, New Jersey facility to ITC. The lease will commence in April 1995 and
will terminate in March 2005. ITC will make monthly rental payments of $23,667
through February 2000 and $31,667 thereafter through March 2005.

MetPath and ITC agreed to provide certain administrative and support services to
the Company in return for full compensation by the Company.

9. LITIGATION AND CONTINGENCIES

The Company from time to time is subject to routine litigation incidental to its
business. The Company believes that the results of any pending legal proceedings
will not have a material adverse effect on the financial condition of the
Company.



                                       15