Page 80 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The accompanying unaudited pro forma balance sheet as of February 28, 1997, gives effect to the sale by National Service Industries, Inc. (NSI) of certain assets of National Linen Service (NLS) to G&K Services, Inc. (G&K) and the assumption of certain liabilities of NLS by G&K as if the transaction had occurred on that date. The accompanying unaudited pro forma statements of operations for the year ended August 31, 1996 and the six months ended February 28, 1997 have been prepared to reflect adjustments to the company's historical results of operations to give effect to the sale of the NLS branches as if the transaction had occurred at the beginning of the respective periods. The pro forma adjustments are based upon available information and certain assumptions that management believes is reasonable. Final purchase price adjustments may differ from the pro forma adjustments herein. The accompanying pro forma statements are not necessarily indicative of the results of operations which would have been attained had the divestiture been consummated on the dates indicated or which may be attained in the future. These pro forma statements should be read in conjunction with the historical financial statements of the company and related notes thereto. Page 81 Unaudited Pro Forma Balance Sheet As of February 28, 1997 NSI NLS Branches Pro Forma Pro Forma (In thousands, except share data) Consolidated(A) Divested(B) Adjustments Notes As Adjusted Assets Current Assets: Cash and cash equivalents ................................. $ 30,648 $ 287,500 $ $ 318,148 Short-term investments ................................. 551 551 Receivables, less reserves for doubtful accounts ......... 239,789 (17,704) 222,085 Inventories, at the lower of cost (on a first-in, first-out basis) or market .............................. 164,903 (2,579) 162,324 Linens in service, net of amortization ................... 96,390 (35,525) 60,865 Deferred income taxes ..................................... 10,030 (44,448) 3,756 (1) (30,662) Prepayments ............................................... 11,318 (1,106) 10,212 Total Current Assets ................................... 553,629 186,138 3,756 743,523 Property, Plant, and Equipment, at cost: Land ...................................................... 27,591 (6,116) 21,475 Buildings and leasehold improvements ...................... 184,425 (43,326) 141,099 Machinery and equipment ................................... 523,391 (83,123) 440,268 Total Property, Plant, and Equipment .................. 735,407 (132,565) -- 602,842 Less - Accumulated depreciation and amortization .......... 391,020 (45,691) 345,329 Property, Plant, and Equipment - net ................... 344,387 (86,874) -- 257,513 Other Assets: Goodwill and other intangibles ............................ 85,538 (34,241) (9,632) (1) 41,665 Other ..................................................... 35,733 35,733 Total Other Assets ..................................... 121,271 (34,241) (9,632) 77,398 Total Assets ..................................... $1,019,287 $ 65,023 $ (5,876) $ 1,078,434 Liabilities and Stockholders' Equity Current Liabilities: Current maturities of long-term debt ...................... $ 5,566 $ $ $ 5,566 Notes payable ............................................. 5,657 5,657 Accounts payable .......................................... 85,522 85,522 Accrued salaries, commissions, and bonuses ............... 29,944 (2,320) 27,624 Current portion of self insurance reserves ................ 18,118 18,118 Other accrued liabilities ................................. 40,054 (2,178) 37,876 Total Current Liabilities .............................. 184,861 (4,498) -- 180,363 Long-Term Debt, less current maturities .................... 26,262 26,262 Deferred Income Taxes ....................................... 56,630 56,630 Self Insurance Reserves, less current portion .............. 60,228 60,228 Other Long-Term Liabilities ................................. 28,437 28,437 Commitments and Contingencies Stockholders' Equity: Series A participating preferred stock, $.05 stated value, 500,000 shares authorized, none issued .................. -- Preferred stock, no par value, 500,000 shares authorized, none issued ............................................. -- Common stock, $1 par value, 80,000,000 shares authorized, 57,918,978 shares issued ............................... 57,919 57,919 Paid-in capital ........................................... 11,976 11,976 Retained earnings ......................................... 807,318 69,521 (5,876) (1) 870,963 877,213 69,521 (5,876) 940,858 Less - Treasury stock, at cost (13,364,809 shares in 1997) 214,344 214,344 Total Stockholders' Equity ............................ 662,869 69,521 (5,876) 726,514 Total Liabilities and Stockholders' Equity .......... $1,019,287 $ 65,023 $ (5,876) $ 1,078,434 Page 82 (A) Derived from the February 28, 1997 unaudited financial statements of the company. (B) Derived from the February 28, 1997 unaudited financial statements of NLS on a basis consistent with the unaudited National Linen Service financial statements of certain branches as of April 30, 1997. Notes to the Unaudited Pro Forma Balance Sheet As of February 28, 1997 (1) Reflects pro forma adjustment and related tax effects to write off remaining trademark related to the divested uniform branches which will have no ongoing value to the remaining business. Page 83 Unaudited Pro Forma Statement of Operations For the Six Months Ended February 28, 1997 NSI NLS Brances Pro Forma Pro Forma (In thousands, except share data) Consolidated (A) Divested (B) Adjustments Notes As Adjusted Sales and Service Revenues: Net sales of products ..................... $ 753,147 $ $ 753,147 Service revenues ......................... 257,982 (102,708) 155,274 Total Revenues ......................... 1,011,129 (102,708) 908,421 Costs and Expenses: Cost of products sold ..................... 471,917 471,917 Cost of services ......................... 150,775 (57,530) 93,245 Selling and administrative expenses ....... 313,530 (37,756) 4,386 (1) 280,160 Interest expense, net .................... 1,600 (7,760) (2) (6,160) Other expense (income), net ............... 1,780 (3,004) (1,224) Total Costs and Expenses ................ 939,602 (98,290) (3,374) 837,938 Income before Provision for Income Taxes .... 71,527 (4,418) 3,374 70,483 Provision for Income Taxes .................. 26,348 (1,635) 1,316 (3) 26,029 Income before gain on disposal .............. $ 45,179 $ (2,783) $ 2,058 $ 44,454 Earnings per Share (in dollars) ............. $ 0.99 $ 0.98 Weighted Average Number of Shares Outstanding 45,468 45,468 (A) Derived from the February 28, 1997 unaudited financial statements of the company. (B) Derived from the February 28, 1997 unaudited financial statements of NLS on a basis consistent with the unaudited National Linen Service financial statements of certain branches as of April 30, 1997. Notes to the Unaudited Pro Forma Statement of Operations For the Six Months Ended February 28, 1997 (1) Reflects indirect corporate expenses incurred by NLS, primarily relating to officer and corporate administration salaries and benefits and occupancy expense for corporate headquarters, that would not have been eliminated as a result of the transaction. (2) Reflects interest that would have been earned on the net cash increase due to the transaction. (3) Reflects provision for income taxes for the tax effect of pro forma adjustments. (4) The pro forma impact of the transaction gain on net income for the six months ended February 28, 1997 would have been as follows: Pretax gain on transaction $113,969 Income taxes 44,448 After tax gain on transaction $ 69,521 Page 84 Unaudited Pro Forma Statement of Operations For the Year Ended August 31, 1996 NSI NLS Branches Pro Forma Pro Forma (In thousands, except share data) Consolidated(A) Divested(B) Adjustments Notes As Adjusted Sales and Service Revenues: Net sales of products ........................ $ 1,482,937 $ $ 1,482,937 Service revenues ............................ 530,625 (210,528) 320,097 Total Revenues ............................ 2,013,562 (210,528) 1,803,034 Costs and Expenses: Cost of products sold ........................ 933,405 933,405 Cost of services ............................. 304,381 (114,387) 189,994 Selling and administrative expenses .......... 616,513 (79,713) 8,794 (1) 545,594 Interest expense, net ........................ 1,565 (14,082) (2) (12,517) Other expense (income), net .................. (4,150) (3,866) (8,016) Total Costs and Expenses ................... 1,851,714 (197,966) (5,288) 1,648,460 Income before Provision for Income Taxes ....... 161,848 (12,562) 5,288 154,574 Provision for Income Taxes ..................... 60,700 (4,774) 2,062 (3) 57,988 Income before gain on disposal ................. $ 101,148 $ (7,788) $ 3,226 $ 96,586 Earnings per Share (in dollars) ................ $ 2.11 $ 2.01 Weighted Average Number of Shares Outstanding .. 47,951 47,951 (A) Derived from the August 31, 1996 audited financial statements of the company. (B) Derived from the audited National Linen Service financial statements of certain branches as of August 31, 1996. Notes to the Unaudited Pro Forma Statement of Operations For the Year Ended August 31, 1996 (1) Reflects indirect corporate expenses incurred by NLS, primarily relating to officer and corporate administration salaries and benefits and occupancy expense for corporate headquarters, that would not have been eliminated as a result of the transaction. (2) Reflects interest that would have been earned on the net cash increase due to the transaction. (3) Reflects provision for income taxes for the tax effect of pro forma adjustments. (4) The pro forma impact of the transaction gain on net income for the year ended August 31, 1996 would have been as follows: Pretax gain on transaction $102,277 Income taxes 39,888 After tax gain on transaction $ 62,389