CROMPTON & KNOWLES CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements Quarter ended July 1, 1995 (Unaudited) (In thousands) PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS The information included in the foregoing consolidated financial statements is unaudited but reflects all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Included in accounts receivable are allowances for doubtful accounts of $2,941 in 1995 and $3,829 at December 31, 1994. Accumulated depreciation amounted to $93,658 in 1995 and $85,691 at December 31, 1994. Accumulated amortization of cost in excess of acquired net assets amounted to $7,444 in 1995 and $6,622 at December 31, 1994. Other current liabilities consist primarily of customer deposits. It is suggested that the interim consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 1994 Annual Report on Form 10-K. CAPITAL STOCK There are 53,361,072 common shares issued at $.10 par value, of which 5,314,463 shares and 4,703,891 shares were held in the treasury at July 1, 1995 and December 31, 1994, respectively. INVENTORIES Components of inventories are as follows: July 1, Dec. 31, 1995 1994 Finished goods $98,450 $ 90,386 Work in process 33,228 32,640 Raw materials and supplies 37,185 34,330 $168,863 $157,356 EARNINGS PER COMMON SHARE The computation of earnings per common share is based on the weighted average number of common and common equivalent shares outstanding. A dual presentation of earnings per common share has not been made since there is no significant difference in earnings per share calculated on a primary or fully diluted basis. ACQUISITIONS In January 1995, the Company acquired the business and certain assets of McNeil Akron Repiquet S.a.r.l. in France at a cost of $4,638. In March 1995, the Company acquired Killion Extruders, Inc. at an estimated cost of $3,995. The acquisitions have been accounted for using the purchase method and, accordingly, the acquired assets and liabilities have been recorded at their fair values at the dates of acquisition. The excess cost of purchase price over fair value of net assets acquired in the amount of $6,896 is being amortized over forty years. The operating results of each acquisition are included in the Consolidated Statements of Earnings since the dates of acquisition. DEBT In June 1995, the Company amended its credit agreement with a group of five banks whereby the revolving credit loans available to the Company were increased from $70,000 to $125,000 through September 28, 1998. Borrowings under the revolving credit agreement amounted to $50,000 at July 1, 1995. STOCK INCENTIVE PLANS In December 1994, the Company transferred 448,000 shares to an independent trustee to administer long-term performance awards for the 1995 to 1997 incentive period under the 1988 Long Term Incentive Plan. In June 1995, such shares were returned to the Company and, in the future, will be issued to the trustee at the end of each incentive period, as earned. Compensation expense is being accrued annually based upon the expected level of incentive achievement. BUSINESS SEGMENT DATA Quarter ended July 1, June 25, 1995 1994 SALES Specialty chemicals $101,229 $105,380 Specialty process equipment and controls 74,388 49,072 $175,617 $154,452 OPERATING PROFIT Specialty chemicals $ 13,133 $ 19,554 Specialty process equipment and controls 11,043 8,460 General corporate expense ( 2,863) ( 2,597) 21,313 25,417 Interest expense ( 2,034) ( 202) Other income 13 91 Earnings before income taxes $ 19,292 $ 25,306 Six months ended July 1, June 25, 1995 1994 SALES Specialty chemicals $203,771 $200,966 Specialty process equipment and controls 140,039 87,080 $343,810 $288,046 OPERATING PROFIT Specialty chemicals $ 28,724 $ 35,632 Specialty process equipment and controls 21,100 15,318 General corporate expense ( 6,024) ( 5,879) 43,800 45,071 Interest expense ( 3,602) ( 384) Other income 241 635 Earnings before income taxes $ 40,439 $ 45,322