
<PAGE>   1
                                                                   EXHIBIT 99.2

                  QUEST MEDICAL, INC. AND SUBSIDIARIES        
             PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                               DECEMBER 31, 1994
                                  (UNAUDITED)
             

<TABLE>
<CAPTION>
                                               QUEST                 NEUROMED,            PRO FORMA               PRO FORMA
                                            MEDICAL, INC.               INC.             ADJUSTMENTS              COMBINED
                                            --------------------------------------------------------------------------------
<S>                                         <C>                      <C>                <C>                      <C>
ASSETS
Current Assets:
     Cash and cash equivalents              $     87,963             $1,834,399         $    656,586  (1)        $    87,963
                                                                                            (853,115) (2)
                                                                                            (784,539) (2)
                                                                                            (372,540) (2)
                                                                                            (480,791) (2)
                                                                                          15,200,000  (3)
                                                                                         (15,200,000) (4)

     Marketable securities                     5,174,470                     --                   --               5,174,470
     Receivables:
        Trade accounts, net                    1,671,684              1,383,178                   --               3,054,862
        Other                                    172,969                     --                   --                 172,969
                                             -------------------------------------------------------------------------------
             Total receivables                 1,844,653              1,383,178                   --               3,227,831
                                             -------------------------------------------------------------------------------
     Inventories                               3,987,452              1,488,418                   --               5,475,870
     Loan receivable, shareholder                     --                656,586             (656,586) (1)                 --
     Deferred income taxes                            --                506,493             (506,493) (5)
     Prepaids and other assets                   484,406                108,422              (56,900) (5)            535,928
                                             -------------------------------------------------------------------------------
             Total current assets             11,578,944              5,977,496           (3,054,378)             14,502,062
                                             -------------------------------------------------------------------------------
Net property, plant and equipment              9,632,418                244,283             (139,761) (5)          9,736,940

Intangible assets related to Neuromed, Inc.
   acquisition                                        --                     --           19,855,154 (5)          19,855,154
Purchased technology from acquisitions, net      534,993                     --                   --                 534,993
Cost in excess of net assets acquired, net       913,656                     --                   --                 913,656
Patents and patent applications, net           1,517,434                     --                   --               1,517,434
Other assets, at cost, net                        57,464                  7,467              461,933 (5)             526,864
                                             -------------------------------------------------------------------------------
                                             $24,234,909             $6,229,246         $ 17,122,948             $47,587,103
                                             ===============================================================================
</TABLE>




                                      26
<PAGE>   2

                     QUEST MEDICAL, INC. AND SUBSIDIARIES
                PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                              DECEMBER 31, 1994
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                   QUEST             NEUROMED,       PRO FORMA            PRO FORMA
                                                                MEDICAL, INC.          INC.         ADJUSTMENTS           COMBINED
                                                               --------------       ----------     ------------          ----------
<S>                                                             <C>               <C>            <C>                 <C>
Liabilities and stockholders' equity                                                                            
Current liabilities:                                                          
     Short-term obligations                                     $ 2,650,000       $       --     $ (2,650,000) (6)    $        --
     Current portion of long-term debt                              109,241            1,634        1,950,000  (3)      2,060,875
     Accounts payable and accrued                                             
      expenses                                                    1,408,998        1,106,581         (372,540) (2)      3,101,227
                                                                                                      958,188  (5)
     Accrued royalty expense                                             --          853,115         (853,115) (2)             --
     Income tax payable                                                  --          784,539         (784,539) (2)             --
                                                                -----------------------------------------------------------------
        Total current liabilities                                 4,168,239        2,745,869       (1,752,006)          5,162,102
                                                                -----------------------------------------------------------------
Long-term debt, excluding current portion                         4,123,853               --        2,650,000  (6)     20,023,853
                                                                                                   13,250,000  (3)
Deferred income taxes                                                11,837           32,979          (32,979) (5)         11,837
                                                                              
Stockholders' equity                                                          
     Common stock, voting                                           399,125           23,277          (23,277) (5)        399,125
     Common stock, non-voting                                            --              948             (948) (5)             --
     Additional paid-in capital                                  19,514,171           48,337          (48,337) (6)     24,168,336
                                                                                                    4,654,165  (4)
     Retained earnings                                            2,794,118        3,397,836       (3,397,836) (5)      2,794,118
     Unrealized loss on marketable securities                      (917,634)              --               --            (917,634)
     Less cost of common shares in treasury                      (5,858,600)         (20,000)          20,000  (5)     (4,054,634)
                                                                                                    1,804,166  (4)
                                                                -----------------------------------------------------------------
        Total stockholders' equity                               15,930,980        3,450,398        3,007,933          22,389,311
                                                                -----------------------------------------------------------------
                                                                $24,234,909       $6,229,246     $ 17,122,948         $47,587,103
                                                                =================================================================
</TABLE>                                                                      




                                      27
<PAGE>   3



                     QUEST MEDICAL, INC.  AND  SUBSIDIARIES
           PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 1994
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                      QUEST           NEURORNED,         PRO FORMA                  PRO FORMA
                                                  MEDICAL, INC.          INC.           ADJUSTMENTS                 COMBINED
                                                  ----------------------------------------------------------------------------
<S>                                                                   <C>               <C>                      <C>
Net revenue                                       $13,999,165         $8,044,353       $        --                 $22,043,518
Cost of revenue                                     7,617,932          1,932,763           145,603   (7)             9,639,598
                                                                                           (29,400)  (8)
                                                                                           (27,300)  (9)
                                                  ------------------------------------------------                 -----------
           Gross Profit                             6,381,233          6,111,590           (88,903)                 12,403,920
                                                  ------------------------------------------------                 -----------
Operating Expenses:
     General and administrative                     3,063,296          1,448,256           992,758  (10)             5,348,978
                                                                                           184,000  (11)
                                                                                            45,000  (12)
                                                                                          (112,032) (13)
                                                                                           (51,500) (14)
                                                                                          (220,800)  (9)
     Marketing                                      1,913,793          1,968,342          (824,290) (15)             3,002,845
                                                                                           (55,000)  (9)
     Research and development                       3,542,193          1,713,316          (184,800)  (9)             4,402,658
                                                                                          (668,051) (14)
                                                  ------------------------------------------------                 -----------
                                                    8,519,282          5,129,914          (894,715)                 12,754,481
                                                  ------------------------------------------------                 -----------
           (Loss) earnings from operations         (2,138,049)           981,676           805,812                    (350,561)
                                                  ------------------------------------------------                 -----------
Other income (expense):
     Gain on sale of marketable securities            464,113                 --                --                     464,113
     Interest expense                                (569,428)                --        (1,351,386) (16)
                                                                                           (92,387) (17)            (2,013,201)
     Interest income and other                        524,171            (17,889)               --                     506,282
                                                  ------------------------------------------------                 -----------
                                                      418,856            (17,889)       (1,443,773)                 (1,042,806)
                                                  ------------------------------------------------                 -----------
           (Loss) earnings before income taxes
            and cumulative effect of change in
            accounting principle                   (1,719,193)           963,787          (637,961)                 (1,393,367)

Income taxes                                               --            383,765          (383,765) (18)                    --
                                                  ------------------------------------------------                 -----------
           (Loss) earnings before cumulative
            effect of change in accounting
            principle                             $(1,719,193)        $  580,022       $  (254,196)                $(1,393,367)
                                                  ================================================                 ===========
Loss before cumulative effect of change in
accounting principle per common and common
equivalent share:
     Primary                                      $     (0.33)                                                     $     (0.23)
                                                  ===========                                                      ===========
     Fully diluted                                $     (0.33)                                                     $     (0.23)
                                                  ===========                                                      ===========
Weighted average common and common                                                   
 equivalent shares outstanding                      5,256,683                              833,333                   6,090,016
                                                  ===========                          ===========                 ===========

</TABLE>




                                      28
<PAGE>   4
                     QUEST MEDICAL,INC. AND SUBSIDIARIES
           PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                      THREE MONTHS ENDED MARCH 31, 1995
                                 (UNAUDITED)


<TABLE>
<CAPTION>                                                               
                                                  QUEST                    NEUROMED,             PRO FORMA             PRO FORMA
                                               MEDICAL, INC.                  INC.              ADJUSTMENTS             COMBINED
                                               ------------------------------------------------------------            ----------
<S>                                            <C>                        <C>                    <C>                   <C>
Net revenue                                    $4,071,640                 $2,658,299             $       --            $6,729,939
Cost of revenue                                 2,027,352                    637,303                 48,115   (7)       2,705,420
                                                                                                     (7,350)  (8)   
                                               ------------------------------------------------------------            ----------
           Gross Profit                         2,044,288                  2,020,996                (40,765)            4,024,519
                                               ------------------------------------------------------------            ----------
Operating Expenses:
      General and administrative                  766,858                    434,957                248,189  (10)       1,284,204
                                                                                                     46,000  (11)
                                                                                                     15,000  (12)
                                                                                                   (226,800)  (9)
      Marketing                                   528,637                    618,643               (265,345) (15)         858,425
                                                                                                    (23,510)  (9)
      Research and development                  1,085,737                    296,182                (61,447) (14)       1,320,472
                                               ------------------------------------------------------------            ----------
                                                2,381,232                  1,349,782               (267,913)            3,463,101
                                               ------------------------------------------------------------            ----------
           (Loss) earnings from operations      (336,944)                    671,214                227,148               561,418
                                               ------------------------------------------------------------            ----------
Other income (expense):
      Gain on sale of marketable securities         6,302                         --                     --                 6,302
      Interest expense                           (157,266)                    (7,500)              (357,198) (16)        (545,061)
                                                                                                    (23,097) (17)
      Interest income and other                   123,310                     47,387                     --                170,697
                                               ------------------------------------------------------------            ----------
                                                 (27,654)                     39,887               (380,295)             (368,062)
                                               ------------------------------------------------------------            ----------
            (Loss) earnings before income
             taxes                              (364,598)                    711,101               (153,147)              193,356
Income taxes                                           --                    283,018               (244,347) (18)          38,671
                                               ------------------------------------------------------------            ----------
            Net (loss) earnings                $ (364,598)                $  428,083             $   91,200            $  154,685
                                               ============================================================            ==========
Net (loss) earnings per common and common
  equivalent share:
      Primary                                  $    (0.07)                                                             $     0.02
                                               ==========                                                              ==========
      Fully diluted                            $    (0.07)                                                             $     0.02
                                               ==========                                                              ==========
Weighted average common and common                                                              
  equivalent shares outstanding                 5,302,463                                         1,364,216             6,666,679
                                               ==========                                        ==========            ==========
</TABLE>




                                      29
<PAGE>   5




                              QUEST MEDICAL, INC.

                          NOTES TO UNAUDITED PRO FORMA
                  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE A.  BASIS OF PRESENTATION

On March 31, 1995, pursuant to the terms of an Agreement for the Purchase and
Sale of all of the Issued Capital Stock of Neuromed, Inc. between Quest
Medical, Inc. ("the Company') and Mr. William Borkan dated February 10, 1995,
the Company acquired all of the issued and outstanding stock of Neuromed, Inc.
("Neuromed"), In consideration for its purchase of the Neuromed capital stock,
the Company paid $15,200,000 in cash and 833,333 shares of Quest common stock
valued at $6,458,331.  The Company may also be required to pay contingent
consideration of up to $6 million over the next two years payable in January
1996 and January 1997, depending on sales of Neuromed's products reaching
certain established objectives. The contingent considerations may be paid in a
combination of cash and additional shares of Quest Common stock.  In addition,
the Company incurred $958,188 of acquisition-related expenses (including debt
issuance cost).  In connection with the acquisition of Neuromed, the Company 
entered into the First Amended and Restated Credit Agreement dated March 31, 
1995 with NationsBank of Texas, N.A. (the "Loan Agreement").  The Loan 
Agreement provided the Company with $15 million in senior term financing, 
which was utilized to pay the cash portion of the Neuromed purchase price.  
The Loan Agreement also expanded the Company's existing $3 million working 
capital line of credit to $5 million.  The acquisition has been accounted for 
using the purchase method of accounting.

The unaudited pro forma condensed consolidated balance sheet as of December 31,
1994 has been prepared as if the acquisition of Neuromed had occurred on that
date.  This balance sheet combines the balance sheet of Quest Medical at
December 31, 1994 and the balance sheet of Neuromed at October 31, 1994.

The pro forma condensed consolidated statements of operations for the year
ended December 31, 1994 and the three months ended March 31, 1995 have been
prepared as if the acquisition of Neuromed had occurred at the beginning of the
period presented.  The pro forma condensed consolidated statement of operations
for the year ended December 31, 1994 combines the statement of operations of
Quest Medical for the twelve months ended December 31, 1994 and the statement
of operations of Neuromed for the twelve months ended October 31, 1994.  The
pro forma condensed consolidated statement of operations for the three months
ended March 31, 1995 combines the statement of operations of Quest Medical for
the three months ended March 31, 1995 and the statement of operations of
Neuromed for the three months ended January 31, 1995.

The unaudited pro forma condensed consolidated financial statements have been
prepared based on estimates and assumptions deemed by the Company to be
appropriate and do not purport to be indicative of the financial position or
results of operations which would actually have been obtained had the
acquisition occurred as





                                       30
<PAGE>   6

presented in such statements or which may be obtained in the future.  The
unaudited interim financial statements of Neuromed have not been reviewed by
the Company's independent public accountants nor have they performed any
procedures with respect thereto.  The unaudited pro forma condensed
consolidated financial statements should be read in conjunction with the
financial statements of Neuromed, Inc. included elsewhere herein, the
consolidated financial statements and related notes of the Company, included in
its Annual Report on Form 1O-KSB for the year ended December 31, 1994 and the
Company's Quarterly Report on Form 1O-QSB for the quarterly period ended March
31, 1995.

NOTE B. PRO FORMA ADJUSTMENTS

The accompanying unaudited pro forma condensed consolidated balance sheet
reflects the following adjustments;

         (1)     To record payment of a loan receivable due from Neuromed's
                 principal shareholder prior to closing of the transaction.

         (2)     To record payment of certain Neuromed liabilities prior to
                 closing of the transaction and distribution of the remaining
                 cash at Neuromed to its principal shareholder.

         (3)     To record borrowings under a First Amended and Restated Credit
                 Agreement with NationsBank of Texas, N.A.

         (4)     To record the purchase of all of the capital stock of
                 Neuromed, Inc. for $15,200,000 cash and 833,333 shares of
                 Quest common stock valued at $6,458,331.

         (5)     To record acquisition-related expenses (including debt 
                 issuance cost) of $958,188 and the elimination of
                 Neuromed's historical stockholders' equity and adjustment to
                 other asset balances resulting from the allocation of purchase
                 price.  The excess of the purchase price over the carrying
                 value of the net assets acquired has been allocated
                 preliminarily to "intangible assets related to Neuromed, Inc.
                 acquisition" on the pro forma balance sheet.  A valuation and
                 allocation of such intangible assets is being performed to
                 determine their relative fair value.  The preliminary purchase
                 price allocation is subject to change when additional
                 information concerning asset and liability valuations is
                 obtained.  Therefore, the final allocation will differ from the
                 preliminary amounts recorded.

         (6)     To reclass borrowings under Quest's working capital line to
                 long-term debt in accordance with the terms of the First
                 Amended and Restated Credit Agreement with NationsBank of
                 Texas, N.A.

The accompanying unaudited pro forma condensed consolidated statements of
operations reflect the following adjustments:





                                       31
<PAGE>   7




         (7)     To adjust insurance expense resulting from increased products
                 liability coverage on Neuromed products.

         (8)     To adjust depreciation expense related to leasehold
                 improvements of Neuromed's facility which were revalued at
                 acquisition.

         (9)     Elimination of salary, benefit, and travel and entertainment
                 expense for two ex-officers of Neuromed, Mr. William Borkan
                 (former principal owner of Neuromed) and Mr. Burt Borkan, who
                 were not retained as employees.

         (10)    To adjust amortization expense for Neuromed intangible assets
                 which are being amortized over 20 years computed on a 
                 straight line method.  A valuation and allocation of such 
                 intangible assets is being performed to determine their
                 relative fair value.  The preliminary purchase price
                 allocation is subject to change when additional information
                 concerning asset and liability valuations is obtained. 
                 Therefore, the final allocation will differ from the
                 preliminary amounts recorded.

         (11)    To adjust compensation expense resulting from a change in
                 compensation program for key Neuromed employees.

         (12)    To record consulting expense pursuant to a consulting
                 agreement between Quest Medical and Mr. William Borkan.

         (13)    Elimination of deferred compensation program for Mr. William
                 Borkan, terminated at consummation of Neuromed acquisition.

         (14)    Elimination of expenses pursuant to agreements obligating
                 Neuromed to pay certain research and development expenses for
                 affiliated companies, which were terminated at consummation of
                 the Neuromed acquisition,

         (15)    Elimination of royalty expense under an agreement between Mr.
                 William Borkan and Neuromed, which was terminated at
                 consummation of the Neuromed acquisition.

         (16)    To adjust interest expense for borrowings utilized to purchase
                 Neuromed, Inc. Average interest rate of approximately 9.50%
                 (LIBOR plus 300 basis points).

         (17)    To adjust amortization expense for financing costs incurred in
                 securing financing to consummate the Neuromed acquisition.

         (18)    To adjust income tax expense for the change in financial
                 taxable income from the combination of Neuromed and Quest.





                                       32
