First Quarter 2002First Quarter 2002Conference CallConference Call

April 24, 2002

2

Safe Harbor StatementSafe Harbor Statement

PPortions of this presentation are forward-looking and, as such, reflect

only the Company’s best assessment at this time. Investors are

cautioned that forward-looking statements involve risks and uncertainty,

that actual results may differ materially from such statements and that

investors should not place undue reliance on such statements. Factors

that may affect actual results include, but are not limited to potential

regulations; the Company’s ability to effectively manufacture, market and

distribute new products; the success of the Company’s operating plans;

regional weather conditions; and the condition of the industry and the

economy. For a further discussion of risk factors, investors should refer

to the Company’s Securities and Exchange Commission reports,

including, but not limited to, Form 10-K for the year ended December 31,

2001.

3

• Debt refinancing - pre tax charge of $4.6 Debt refinancing - pre tax charge of $4.6 million; $2.9 million after taxesmillion; $2.9 million after taxes

• FASB No. 142 adoption - all goodwill has FASB No. 142 adoption - all goodwill has been expensed; pre-tax charge of $7.3 been expensed; pre-tax charge of $7.3 million; $4.6 million after taxesmillion; $4.6 million after taxes

Extraordinary ChargesExtraordinary Charges

4

Statement of OperationsStatement of Operations

2002 2001% Improvement from Prior Year

(Unaudited)

Net Sales $ 93,479 $ 90,728 3% Gross Profit on Sales 30,052 27,397 10%

Expenses (excluding severance) 36,812 34,780 (6%)

Severance expense 2,042 118 N/A

Loss from Operations (8,802) (7,501) (17%)

Net loss before extraordinary charge and cumulative effect of accounting change

$ (6,255) $ (5,601) (12%)

EPS on net loss before extraordinary charge and cumulative effect of accounting change

$ (0.73) $ (0.66) (11%)

Net loss before extraordinary charge, cumulative effect of accounting change, and severance expense (a)

(5,030) (5,530) 9%

EPS on net loss before extraordinary charge, cumulative effect of accounting change and severance expense (a)

$ (0.58) $ (0.65) 11%

Three months ended March 31

(a) Net loss before extraordinary charge, cumulative effect of accounting change and severance expense is not a measure of financial performance under GAAP.

5

Consolidated Balance SheetConsolidated Balance Sheet

March 31 March 31 December 31(In thousands) 2002 2001 2001

(Unaudited)ASSETSCURRENT ASSETS: Cash $ 2,520 $ 2,884 $ 5,035 Accounts receivable - net 82,375 82,002 37,571 Inventories 114,534 119,996 92,996 Other current assets 11,398 10,306 8,086 TOTAL CURRENT ASSETS 210,827 215,188 143,688

Net property, plant and equipment 46,694 48,467 49,260 Other assets 5,666 9,950 11,648 TOTAL ASSETS $ 263,187 $ 273,605 $ 204,596

LIABILITIES & SHAREHOLDERS' EQUITYCURRENT LIABILITIES: Accounts Payable $ 71,813 $ 58,477 $ 46,847 Other current liabilities 10,425 8,120 9,181 Current portion of debt 1,140 5,100 970 TOTAL CURRENT LIABILITIES $ 83,378 $ 71,697 $ 56,998

Long-term debt 96,964 107,084 50,141 Deferred income taxes 901 3,100 3,541

Shareholders' equity $ 81,944 $ 91,724 $ 93,916 TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 263,187 $ 273,605 $ 204,596

6

Consolidated StatementConsolidated Statementof Cash Flowof Cash Flow

(In thousands) 2002 2001(Unaudited)

OPERATING ACTIVITIES: Net loss $ (6,255) $ (5,601) Depreciation and amortization 2,560 2,394 Net change in working capital (10,452) (4,047) Other - net (2,120) 1,417 NET CASH USED BY OPERATING ACTIVITIES (16,267) (5,837)

INVESTING ACTIVITIES: Purchase of property, plant and equipment - net (251) (4,486)NET CASH USED BY INVESTING ACTIVITIES (251) (4,486)

FINANCING ACTIVITIES: Borrowings - net 15,793 12,377 Deferred financing costs and other (1,790) (19)NET CASH PROVIDED BY FINANCING ACTIVITIES 14,003 12,358

Net Increase in Cash (2,515) 2,035Cash -- Beginning of the Period 5,035 849

CASH - END OF THE PERIOD $ 2,520 $ 2,884

Three months ended March 31

7

Michael P. DiMino, President & Chief Executive Officer

8

Management Focus in 2002Management Focus in 2002

• Customer loyalty and satisfactionCustomer loyalty and satisfaction

• Shareholder valueShareholder value

• Business process improvement Business process improvement

• Expense controls and capital Expense controls and capital disciplinesdisciplines

• Enhancement of associate skills and Enhancement of associate skills and productivityproductivity

9

We know what creates valueWe know what creates value

• Sales growthSales growth

• Return on invested capital Return on invested capital (ROIC) greater than the cost of (ROIC) greater than the cost of capitalcapital

• EPS attainment to current year EPS attainment to current year guidanceguidance

10

80

100

120

140

160

180

200

1st Qtr 2nd Qtr 3rd Qtr 4th Qtr

$'s

in m

illi

on

s

1999 2000 2001 *2002 Plan

*2002 (1Q Actual & Plan)

Sales SeasonalitySales Seasonality

11

$83.0

$98.9

$90.7

$93.5

$75.0

$80.0

$85.0

$90.0

$95.0

$100.0

$105.0

1999 2000 2001 2002

$'s

in m

illi

on

s

First Quarter Sales - 3% First Quarter Sales - 3% Comparative Increase over 2001Comparative Increase over 2001

12

43.7

53.147.1

50.7

20.522.7

22.3 22.5

18.8

23.1 21.3 20.3

$0

$10

$20

$30

$40

$50

$60

$'s

in m

illio

ns

Lawn Care Golf National Accounts

1999 2000 2001 2002

First Quarter SalesFirst Quarter Sales - Channels - Channels

13

38.7

45.0 44.745.7

20.322.9 19.4 21.7

11.5

14.913 12.5

4.0

7.5 6.1 6.88.6 8.6 7.5 6.8

$0

$5

$10

$15

$20

$25

$30

$35

$40

$45

$50

$'s

in m

illio

ns

Fertilizer &Combination

Control Equipment,Parts &Service

TurfgrassSeed

Other*

1999 2000 2001 2002

First Quarter Sales - First Quarter Sales - ProductsProducts

*Other includes Pest Control, Golf Accessories, Irrigation, and Miscellaneous.

14

1st Quarter

$30.1

$27.4

$33.0

$28.7

$-

$10.0

$20.0

$30.0

$40.0

$50.0

1999 2000 2001 2002

$'s

in m

illi

on

s

Gross Profit on Sales - $Gross Profit on Sales - $

15

1st Quarter

32.15%

30.20%

33.38%34.53%

25%

30%

35%

40%

45%

50%

1999 2000 2001 2002

Gross Profit on Sales - %Gross Profit on Sales - %

16

1st Quarter

$7.9 $8.7 $9.4 $9.6

$0

$5

$10

$15

$20

1999 2000 2001 2002

$ in

Mil

lio

ns

Warehouse & DeliveryWarehouse & DeliveryExpenses - $Expenses - $

17

1st Quarter

10.58%10.36%

8.79%9.50%

0%

5%

10%

15%

20%

1999 2000 2001 2002

Warehouse & Delivery - Warehouse & Delivery - % of Sales% of Sales

18

1st Quarter

$18.3$17.8$17.5

$15.5

$0

$5

$10

$15

$20

$25

$30

1999 2000 2001 2002

$ in

Mil

lio

ns

Selling Expenses - $Selling Expenses - $

19

1st Quarter

19.53%19.65%17.77%18.65%

0%

5%

10%

15%

20%

25%

30%

1999 2000 2001 2002

Selling Expense - % of SalesSelling Expense - % of Sales

20

$8.6$9.3$9.7

$8.0$7.50

$0

$5

$10

$15

$20

1Q01 2Q01 3Q01 4Q01 1Q02

$ in

Mil

lio

ns

General & AdministrativeGeneral & AdministrativeExpenses - $ Expenses - $ (excludes severance costs)(excludes severance costs)

21

$1.3$1.1

$1.5$1.7

$1.9

$1

$2

$2

$3

$3

1Q01 2Q01 3Q01 4Q01 1Q02

$ in

Mil

lio

ns

Interest ExpenseInterest Expense

22

1st Quarter

($1.8)($1.2)

($5.6) ($6.3)

-8

-6

-4

-2

0

2

1999 2000 2001 2002

$ in

Mil

lio

ns

Net Loss Before ExtraordinaryNet Loss Before ExtraordinaryCharge and Change in AccountingCharge and Change in Accounting

23

1st Quarter

($5.0)

($5.5)

($1.2)($1.8)

-8

-6

-4

-2

0

2

1999 2000 2001 2002

$ in

Mil

lio

ns

“Net Loss Before Extraordinary Items & Severance Costs” is not a measure of financial performance under GAAP.

Net Loss Before ExtraordinaryNet Loss Before ExtraordinaryCharge, Change in AccountingCharge, Change in Accounting& Severance& Severance

24

“EPS Loss Before Extraordinary Items & Severance Costs” is not a measure of financial performance under GAAP.

1st Quarter

($0.58)

($0.14) ($0.14)

($0.65)

($2.00)

($1.00)

$0.00

$1.00

$2.00

1999 2000 2001 2002

EPS Loss Before ExtraordinaryEPS Loss Before ExtraordinaryCharge, Change in AccountingCharge, Change in Accounting& Severance Costs& Severance Costs

25

$130.7

$118.9

$131.2$130.8

$148.6

$100

$110

$120

$130

$140

$150

$160

$170

1Q01 2Q01 3Q01 4Q04 1Q02

$ in

Mil

lio

ns

Working Capital InvestmentWorking Capital Investment

26

$98.1

$82.3

$88.2

$86.1

$112.1

$50

$70

$90

$110

$130

1Q01 2Q01 3Q01 4Q01 1Q02

$ in

Mil

lio

ns

Borrowings Under Debt FacilitiesBorrowings Under Debt Facilities

27

2002 Full Year 2002 Full Year GuidanceGuidance

28

• Sales growth 4-5%Sales growth 4-5%

• GM% increase 150 bpsGM% increase 150 bps

• Expenses - increase of approx. $2M or Expenses - increase of approx. $2M or approx. 1% as a percentage of salesapprox. 1% as a percentage of sales

• Return to profitability in the range of $0.60 Return to profitability in the range of $0.60 - $0.70 EPS*- $0.70 EPS*

** Excludes extraordinary charges for debt restructuring and FASB No. Excludes extraordinary charges for debt restructuring and FASB No. 142 and unusual charges due to severance costs relating to 142 and unusual charges due to severance costs relating to management restructuring.management restructuring.

2002 Plan2002 Plan

29

Sales Growth & ROIC GoalsSales Growth & ROIC Goals

0.0%

5.0%

10.0%

15.0%

20.0%

1997 1998 1999 2000 2001 2002Plan

2003Goal

2004Goal

Sales ROIC

30

QuestionsQuestions & &

AnswersAnswers