**EXHIBIT99.2**

 

Reconciliations Regarding Non-GAAP Financial Measures

 

Theinformation in this schedule is being furnished in accordance withRegulation FD and not “filed” with the Securities and Exchange Commission.Accordingly, such information is not incorporated by reference into anyregistration statement filed by the Company under the Securities Act of 1933,as amended, and will not be so incorporated by reference into any futureregistration statement unless specifically identified as being incorporated byreference.

 

Generally,a non-GAAP financial measure is a numerical measure of a company’s performance,financial position, or cash flows that either excludes or includes amounts thatare not normally excluded or included in the most directly comparable measurecalculated and presented in accordance with United States generally acceptedaccounting principles, or GAAP. Pursuant to the rules adopted by the Securitiesand Exchange Commission (the “SEC”) relating to the use of such financialmeasures in filings with the SEC, other disclosures of financial informationand press releases, the Company provides the following qualitative andquantitative reconciliations regarding the non-GAAP financial measures to whichmanagement may refer.  The sum ofquarterly amounts in the accompanying tables may not equal full year amountsdue to rounding differences.

 

TheCompany defines EBITDA as our income (loss) before income taxes and accountingchange plus net interest expense, depreciation, goodwill impairment and amortizationexpenses.  The Company uses EBITDA bothas a liquidity and performance measure when evaluating its business andoperations. We believe EBITDA maybe useful to an investor in evaluating ourliquidity and/or operating performance because:

 

•                  it is widely usedby investors in our industry to measure a company’s operating performancewithout regard to items such as interest expense, depreciation andamortization, which can vary substantially from company to company dependingupon accounting methods and book value of assets, capital structure and themethod by which assets were acquired;

 

•                  it helps investorsmore meaningfully evaluate and compare the results of our operations fromperiod to period by removing the impact of our capital structure (primarilyinterest charges from our outstanding debt) and asset base (primarilydepreciation and goodwill amortization/impairment)from our operating results;and

 

•                  it helps investorsto assess compliance with financial ratios and covenants included in our primarybank facility.

 

EBITDAshould not be considered as an alternative to any measure of operating resultsas promulgated under GAAP (such as operating income or net income), nor shouldit be considered as an indicator of our overall financial performance or ourability to satisfy current or future obligations and fund or finance futurebusiness opportunities. EBITDA does not fully consider the impact of investingor financing transactions as it specifically excludes depreciation and interestcharges, which should also be considered in the overall evaluation of theCompany’s results and liquidity. 

 

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|                                                     |   | **Fiscal** |   | **Fiscal  2004** |   | **Fiscal  2005** |   | **Last 12  Months** |   |
|----------------------------------------------------------|--------|------------|--------|------------------|--------|------------------|--------|---------------------|--------|
| **($MM)**                                                |   | **2002**   |   | **2003**         |   | **2004**         |   | **Q1**              |   | **Q2** |   | **Q3** |   | **Q4** |   | **Q1** |   | **June 30,  2004** |   |
| Income  (loss) before income taxes and accounting change |   | $          | 27.8   |             | $      | (8.7             | )      | $                   | 32.7   |   | $ | 5.8 |   | $ | 7.8 |   | $ | 9.0 |   | $ | 10.1 |   | $ | 11.1 |   | $ | 38.0 |   |
| Depreciation  and amortization                           |   | 41.3       |   | 37.4             |   | 35.8             |   | 8.8                 |   | 9.0 |   | 9.1 |   | 8.9 |   | 9.4 |   | 36.3 |   |
| Interest  expense                                        |   | 15.2       |   | 10.2             |   | 7.2              |   | 2.0                 |   | 1.8 |   | 2.0 |   | 1.5 |   | 1.4 |   | 6.7 |   |
| Goodwill  impairment                                     |   | —     |   | 38.0             |   | —           |   | —              |   | — |   | — |   | — |   | — |   | — |   |
| EBITDA                                                   |   | $          | 84.3   |             | $      | 76.9             |   | $                   | 75.7   |   | $ | 16.6 |   | $ | 18.6 |   | $ | 20.1 |   | $ | 20.5 |   | $ | 21.9 |   | $ | 81.0 |   |

 

TheCompany defines Free Cash Flow as net cash provided by operating activitiesless capital expenditures for property, plant and equipment, including capitalexpenditures which are directly financed. The Company considers Free Cash Flow to be an important indicator of ouroperating flexibility and is a representative measure of our ability to satisfycurrent and future obligations and fund or finance future businessopportunities and believes it may be similarly useful to investors.

 
|                                       |   | **Fiscal** |   | **Fiscal  2004** |   | **Fiscal  2005** |   | **Last 12  Months** |   |
|--------------------------------------------|--------|------------|--------|------------------|--------|------------------|--------|---------------------|--------|
| **($MM)**                                  |   | **2002**   |   | **2003**         |   | **2004**         |   | **Q1**              |   | **Q2** |   | **Q3** |   | **Q4** |   | **Q1** |   | **June 30,  2004** |   |
| Net  cash provided by operating activities |   | $          | 69.8   |             | $      | 95.4             |   | $                   | 79.3   |   | $ | 20.2 |   | $ | 18.7 |   | $ | 16.1 |   | $ | 24.4 |   | $ | 7.8 |   | $ | 66.9 |   |
| Capital  expenditures                      |   | 22.1       |   | 21.2             |   | 19.8             |   | 3.0                 |   | 6.4 |   | 4.8 |   | 5.7 |   | 6.5 |   | 23.4 |   |
| Free  cash flow                            |   | $          | 47.7   |             | $      | 74.2             |   | $                   | 59.5   |   | $ | 17.2 |   | $ | 12.3 |   | $ | 11.3 |   | $ | 18.7 |   | $ | 1.3 |   | $ | 43.5 |   |

 

TheCompany defines Adjusted Operating Margin as Adjusted Operating Income dividedby Sales.  We define Adjusted OperatingIncome as Operating Income plus goodwill amortization and impairment.  Adjusted Operating Income is an importantperformance measure used by the Company to analyze and compare post-acquisitionfinancial trends and results of its various operations.  The Company believes this non-GAAP financialmeasure  may help investors betterunderstand our operating results by removing the impact of goodwillamortization/impairment from a portion of our asset base resulting solely fromour acquisition transactions.

 

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|                       |   | **Fiscal** |   | **Fiscal  2004** |   | **Fiscal  2005** |   | **Last 12  Months** |   |
|----------------------------|--------|------------|--------|------------------|--------|------------------|--------|---------------------|--------|
| **($MM)**                  |   | **2002**   |   | **2003**         |   | **2004**         |   | **Q1**              |   | **Q2** |   | **Q3** |   | **Q4** |   | **Q1** |   | **June 30,  2004** |   |
| Sales                      |   | $          | 643.9  |             | $      | 710.3            |   | $                   | 708.1  |   | $ | 165.8 |   | $ | 174.6 |   | $ | 184.2 |   | $ | 183.4 |   | $ | 181.5 |   | $ | 723.8 |   |
| Operating  income          |   | 42.9       |   | 1.4              |   | 39.9             |   | 7.7                 |   | 9.6 |   | 11.0 |   | 11.6 |   | 12.5 |   | 44.7 |   |
| Goodwill  impairment       |   | —     |   | 38.0             |   | —           |   | —              |   | — |   | — |   | — |   | — |   | — |   |
| Goodwill amortization      |   | 5.4        |   | —           |   | —           |   | —              |   | — |   | — |   | — |   | — |   | — |   |
| Adjusted  operating income |   | $          | 48.3   |             | $      | 39.4             |   | $                   | 39.9   |   | $ | 7.7 |   | $ | 9.6 |   | $ | 11.0 |   | $ | 11.6 |   | $ | 12.5 |   | $ | 44.7 |   |
| Adjusted  operating margin |   | 7.5        | %      | 5.6              | %      | 5.6              | %      | 4.7                 | %      | 5.5 | % | 6.0 | % | 6.3 | % | 6.9 | % | 6.2 | % |

 

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