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SMG > SEC Filings for SMG > Form 10-Q on 9-Aug-2012All Recent SEC Filings

Show all filings for SCOTTS MIRACLE-GRO CO

Form 10-Q for SCOTTS MIRACLE-GRO CO


9-Aug-2012

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The purpose of this discussion is to provide an understanding of the financial condition and results of operations of The Scotts Miracle-Gro Company ("Scotts Miracle-Gro") and its subsidiaries (collectively, together with Scotts Miracle-Gro, the "Company," "we" or "us") by focusing on changes in certain key measures from year-to-year. Management's Discussion and Analysis is divided into the following sections:
• Executive summary

• Results of operations

• Segment results

• Liquidity and capital resources

• Regulatory matters

• Critical accounting policies and estimates

This discussion and analysis should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in Scotts Miracle-Gro's Annual Report on Form 10-K for the fiscal year ended September 30, 2011.
EXECUTIVE SUMMARY
We are a leading manufacturer and marketer of consumer branded products for lawn and garden care in North America and Europe. We are Monsanto's exclusive agent for the marketing and distribution of consumer Roundup® non-selective herbicide products within the United States and other contractually specified countries. We have a presence in similar consumer branded products in Australia, the Far East and Latin America. We also operate Scotts LawnService®, the second largest lawn care service business in the United States. Our operations are divided into the following reportable segments: Global Consumer and Scotts LawnService®.
We undertook a number of important initiatives in fiscal 2012 to stimulate growth in the lawn and garden category and increase our market share. The most significant of those initiatives were: (1) increased support of our brands through increased advertising, and (2) a decision to hold prices to our customers flat, despite increased commodity costs. While we have seen some response to our initiatives, the resulting growth in consumer demand, and sales in our Global Consumer segment, have fallen materially short of expectations. At the beginning of the year, income from operations in fiscal 2012 was expected to remain relatively flat to prior year, with expected growth in sales offsetting the impact of our initiatives. As category growth has fallen short of expectations in fiscal 2012, we now expect income from operations to decline relative to fiscal 2011. Management has moderated expectations for near-term growth and is planning actions, including price increases, to recover a portion of the decline in operating income from fiscal 2011.
On February 28, 2011, we completed the sale of a significant majority of the assets of our Global Professional business (excluding our non-European professional seed business, "Global Pro") to Israel Chemicals Ltd. ("ICL") for $270 million in an all-cash transaction, subject to certain adjustments, resulting in $270.9 million net proceeds. Effective in our first quarter of fiscal 2011, we classified Global Pro as discontinued operations. Prior to being reported as discontinued operations, Global Pro was included as part of our former Global Professional business segment. Results for our professional seed business have been classified to Corporate & Other.
Due to the nature of the lawn and garden business, significant portions of our products ship to our retail customers during our second and third fiscal quarters, as noted in the chart below. Our annual sales are further concentrated in the second and third fiscal quarters by retailers who rely on our ability to deliver products closer to when consumers buy our products, thereby reducing retailers' pre-season inventories.

                      Percent of Net Sales from
                   Continuing Operations by Quarter
                  2011           2010           2009
First Quarter       8.1 %          8.7 %          8.5 %
Second Quarter     39.9 %         36.2 %         32.0 %
Third Quarter      37.3 %         40.5 %         42.5 %
Fourth Quarter     14.7 %         14.6 %         17.0 %


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The Scotts Miracle-Gro Board of Directors has authorized the repurchase of up to $700 million of our Common Shares through September 30, 2014. Further, on August 9, 2012, we announced that the Scotts Miracle-Gro Board of Directors had increased our quarterly dividend from $0.30 to $0.325 per Common Share. The decision to increase the amount of cash we intend to return to our shareholders reflects our continued confidence in the business and our desire to maintain a consistent capital structure. From the inception of the share repurchase program in the fourth quarter of fiscal 2010 through the third quarter of fiscal 2012, we have repurchased approximately 7.9 million of our Common Shares in open market transactions for $401.2 million.
Product Registration and Recall Matters
In April 2008, we became aware that a former associate apparently deliberately circumvented our policies and U.S. EPA regulations under FIFRA by failing to obtain valid registrations for certain products and/or causing certain invalid product registration forms to be submitted to regulators. Since that time, we have been cooperating with both the U.S. EPA and the U.S. DOJ in related civil and criminal investigations into the pesticide product registration issues as well as a state civil investigation into related allegations arising under state pesticide registration laws and regulations.
In late April of 2008, in connection with the U.S. EPA's investigation, we conducted a consumer-level recall of certain consumer lawn and garden products and a Scotts LawnService® product. Subsequently, the Company and the U.S. EPA agreed upon a Compliance Review Plan for conducting a comprehensive, independent review of our product registration records. Pursuant to the Compliance Review Plan, an independent third-party firm, QAI, reviewed substantially all of our U.S. pesticide product registrations and associated advertisements, some of which were historical in nature and no longer related to sales of our products. The U.S. EPA investigation and the QAI review process resulted in the temporary suspension of sales and shipments of certain products. In addition, as the QAI review process or our internal review identified potential FIFRA registration issues (some of which appear unrelated to the actions of the former associate), we endeavored to stop selling or distributing the affected products until the issues could be resolved. QAI's review of our U.S. pesticide product registrations and associated advertisements is now substantially complete. The results of the QAI review process did not materially affect our fiscal 2009, fiscal 2010 or fiscal 2011 sales and are not expected to materially affect our fiscal 2012 sales.
In fiscal 2008, we conducted a voluntary recall of certain of our wild bird food products due to a formulation issue. Certain wild bird food products had been treated with pest control additives to avoid insect infestation, especially at retail stores. While the pest control additives had been labeled for use on certain stored grains that can be processed for human and/or animal consumption, they were not labeled for use on wild bird food products. In October 2008, the U.S. Food & Drug Administration concluded that the recall had been completed and that there had been proper disposition of the recalled products. The wild bird food recall did not materially affect our fiscal 2009, fiscal 2010 or fiscal 2011 financial condition, results of operations or cash flows and are not expected to affect the Company's fiscal 2012 financial condition, result of operations or cash flows.
Settlement discussions relating to potential fines and/or penalties are a frequent outgrowth of governmental investigations. In that regard, on or about June 30, 2011, we received a Notice of Intent to File Administrative Complaint from the U.S. EPA Region 5 with respect to the alleged FIFRA violations. The Notice, which did not set forth a proposed penalty amount, offered us an opportunity to present any information that we believed the U.S. EPA should consider prior to filing the complaint and indicated that the U.S. EPA was prepared to meet with us to discuss the alleged violations. We made a timely response to the Notice and settlement discussions between us and the U.S. EPA are ongoing.
As previously disclosed, we have also been engaged in settlement discussions with the U.S. DOJ regarding its criminal investigation. On January 25, 2012, a Plea Agreement, executed by us and the U.S. DOJ, was filed with the United States District Court for the Southern District of Ohio. Under the terms of the Plea Agreement, we agreed to plead guilty to 11 counts of violating FIFRA and the regulations promulgated thereunder, to pay a $4 million penalty to the United States and to provide $0.1 million to each of the following programs designed to enhance and protect the natural environment, particularly habitats for the bird populations that the U.S. EPA's regulation of pesticides is designed to protect: (1) Ohio Audubon's Important Bird Area Program; (2) Ohio Department of Natural Resources' Urban Forestry Program; (3) Columbus Metro-Parks Bird Habitat Enhancement Program; (4) Cornell University Ornithology Laboratory; and (5) The Nature Conservancy of Ohio. In exchange for our guilty plea and the other promises contained in the Plea Agreement, the U.S. DOJ agreed not to criminally prosecute us for any other federal crimes relating to any potential FIFRA violations known to the government as of the date of the Plea Agreement. On March 13, 2012, the court accepted our guilty plea, but delayed sentencing thereon to an unspecified later date. Our previously established accrual includes the full amount of the proposed criminal penalty and other amounts payable under the Plea Agreement.
The U.S. EPA and related state investigations continue and the court has not yet issued its sentence with respect to the Plea Agreement between us and the U.S. DOJ. In addition, we may be subject to additional judgments, settlements, fines and/or penalties as a result of federal, state or private actions with respect to known or potential additional product registration issues. Accordingly, we cannot reasonably estimate the total scope or magnitude of all possible liabilities that could result from known or potential product registration issues. Based on the facts and circumstances known to us at this time (including settlement discussions that have taken place to date and the Plea Agreement), we have established what we believe to be an appropriate accrual. It is possible


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that any fines and/or penalties with respect to the investigations, as well as any judgments, litigation costs or other liabilities relating to such known or potential product registration issues, could exceed the amount of the accrual and could have an adverse effect on our financial condition, results of operations or cash flows.
As a result of these registration and recall matters, we have recorded charges for affected inventory and other registration and recall-related costs. The effects of these adjustments, including the accruals noted above, were pre-tax charges of $4.0 million and $6.8 million for the three month periods, and $7.8 million and $11.0 million for the nine month periods, ended June 30, 2012 and July 2, 2011, respectively. We expect that future charges will include costs associated with the rework of certain finished goods inventories, the potential disposal of certain products and ongoing third-party professional services related to the U.S. EPA, U.S. DOJ and state investigations. It may also be appropriate to establish additional accruals as settlement discussions continue or in connection with other actions or potential liabilities arising in connection with the product registration and recall issues.
We are committed to providing our customers and consumers with products of superior quality and value to enhance their lawns, gardens and overall outdoor living environments. We believe consumers have come to trust our brands based on the superior quality and value they deliver, and that trust is highly valued. We also are committed to conducting business with the highest degree of ethical standards and in adherence to the law. While we are disappointed in these events, we believe we have made significant progress in addressing the issues and restoring customer and consumer confidence in our products.

RESULTS OF OPERATIONS
We classified Global Pro as discontinued operations, for all periods presented,
beginning in our first quarter of fiscal 2011. As a result, and unless
specifically stated, all discussions regarding results for the three and nine
months ended June 30, 2012 and July 2, 2011, reflect results from our continuing
operations.
The following table sets forth the components of income and expense as a
percentage of net sales:
                                                THREE MONTHS ENDED                  NINE MONTHS ENDED
                                          JUNE 30, 2012      JULY 2, 2011     JUNE 30, 2012     JULY 2, 2011
Net sales                                    100.0  %           100.0  %         100.0  %          100.0  %
Cost of sales                                 65.5               62.1             65.1              62.2
Cost of sales - product registration and
recall matters                                   -                0.1                -               0.1
Gross profit                                  34.5               37.8             34.9              37.7
Operating expenses:
Selling, general and administrative           18.6               18.2             22.8              22.8
Impairment, restructuring and other
charges                                          -                1.3              0.3               0.6
Product registration and recall matters        0.3                0.5              0.3               0.3
Other income, net                             (0.2 )             (0.4 )           (0.2 )            (0.2 )
Income from operations                        15.8               18.2             11.7              14.2
Costs related to refinancing                     -                0.1                -                 -
Interest expense                               1.6                1.4              2.0               1.5
Income from continuing operations before
income taxes                                  14.2               16.7              9.7              12.7
Income tax expense from continuing
operations                                     5.3                6.2              3.6               4.6
Income from continuing operations              8.9               10.5              6.1               8.1
Income (loss) from discontinued
operations, net of tax                        (0.1 )                -             (0.1 )             1.1
Net income                                     8.8  %            10.5  %           6.0  %            9.2  %

Net Sales
Net sales for the three months ended June 30, 2012, were $1.062 billion, an increase of 0.3% from net sales of $1.059 billion for the three months ended July 2, 2011. Net sales for the nine months ended June 30, 2012, were $2.447 billion, an increase of 1.2% from net sales of $2.419 billion for the nine months ended July 2, 2011. The change in net sales was attributable to the following:


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                       THREE MONTHS ENDED     NINE MONTHS ENDED
                          JUNE 30, 2012         JUNE 30, 2012
Volume                          1.6  %                1.2  %
Pricing                        (0.3 )                 0.6
Foreign exchange rates         (1.1 )                (0.7 )
Acquisitions                    0.1                   0.1
Net sales increase              0.3  %                1.2  %

The increase in net sales for the three and nine months ended June 30, 2012, was primarily driven by:
• increased volume in our Global Consumer segment, driven by an increase in U.S. Consumer sales of mulch and controls products, partially offset by a decline in Europe and grass seed products;

• increases in sales within Corporate & Other for the nine months ended June 30, 2012, related to ICL supply agreements, which were entered into in connection with the sale of Global Pro in February 2011;

• partially offset by the unfavorable impact of foreign exchange rates as a results of the strengthening of the U.S. dollar relative to other currencies.

Cost of Sales
The following table shows the major components of cost of sales (in millions):
                                                 THREE MONTHS ENDED                     NINE MONTHS ENDED
                                          JUNE 30, 2012       JULY 2, 2011       JUNE 30, 2012       JULY 2, 2011
Materials                               $      424.0         $       405.2     $         975.9     $        920.7
Manufacturing labor and overhead               119.5                 119.8               275.0              272.3
Distribution and warehousing                   124.2                 114.8               272.5              258.5
Roundup reimbursements                          27.8                  17.7                69.0               51.9
                                               695.5                 657.5             1,592.4            1,503.4
Product registration and recall matters          0.2                   1.1                 0.4                3.2
                                        $      695.7         $       658.6     $       1,592.8     $      1,506.6

Factors contributing to the change in cost of sales are outlined in the following table (in millions):

                                         THREE MONTHS ENDED     NINE MONTHS ENDED
                                           JUNE 30, 2012          JUNE 30, 2012
Material costs                          $           23.1       $           68.9
Volume and product mix                              12.7                   14.9
Roundup® reimbursements                             10.2                   17.2
Foreign exchange rates                              (8.0 )                (12.0 )
                                                    38.0                   89.0
Product registration and recall matters             (0.9 )                 (2.8 )
Change in cost of sales                 $           37.1       $           86.1

The increase in cost of sales, excluding product registration and recall matters, for the three and nine months ended June 30, 2012, was primarily driven by:
• the increase in material costs primarily related to packaging for products and fertilizer inputs;

• the impact of higher sales volume, including increased costs for distribution and warehousing as a result of an early season surge in consumer activity and continued and unplanned surge in mulch volume;

• higher reimbursements attributable to our marketing agreement with Monsanto;

• partially offset by the favorable impact of foreign exchange rates as a result of the strengthening of the U.S. dollar relative to other currencies.


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Gross Profit
As a percentage of net sales, our gross profit rate was 34.5% and 37.8% for the
three months ended June 30, 2012 and July 2, 2011 respectively. As a percentage
of net sales, our gross profit rate was 34.9% and 37.7% for the nine months
ended June 30, 2012 and July 2, 2011 respectively. Factors contributing to the
change in gross profit rate are outlined in the following table:
                                        THREE MONTHS ENDED     NINE MONTHS ENDED
                                           JUNE 30, 2012         JUNE 30, 2012
Pricing                                            -  %                0.4  %
Material costs                                  (2.0 )                (2.6 )
Product mix and volume:
Roundup® commissions and reimbursements         (0.1 )                (0.2 )
Corporate & Other                                  -                  (0.3 )
Global Consumer mix and volume                  (1.3 )                (0.2 )
                                                (3.4 )                (2.9 )
Product registration and recall matters          0.1                   0.1
Change in gross profit rate                     (3.3 )%               (2.8 )%

The decrease in the gross profit rate, excluding product registration and recall matters, for the three and nine months ended June 30, 2012, was primarily driven by:
• increased material costs attributable primarily to packaging for products and fertilizer inputs;

• negative product mix within the U.S., driven by increased sales of mulch products, and international;

• increased costs for distribution and warehousing as a result of an early season surge in consumer activity and continued and unplanned surge in mulch volume; and

• increased sales for the nine-month period associated with our supply agreements with ICL, which commenced with the sale of Global Pro in February 2011 and do not generate profit.

Selling, General and Administrative Expenses The following table sets forth the components of selling, general and administrative expenses (in millions):

                                                   THREE MONTHS ENDED                     NINE MONTHS ENDED
                                            JUNE 30, 2012       JULY 2, 2011       JUNE 30, 2012      JULY 2, 2011
Advertising                               $       64.4         $        56.7     $      147.2        $       121.8
Share-based compensation                           1.7                   3.4             10.6                 14.3
Research and development                          13.2                  11.8             37.4                 37.6
Amortization of intangibles                        1.8                   2.6              5.4                  7.4
Other selling, general and administrative        116.4                 117.9            356.9                370.7
                                          $      197.5         $       192.4     $      557.5        $       551.8

Selling, general and administrative ("SG&A") expenses increased $5.1 million, or 2.7%, to $197.5 million for the third quarter and $5.7 million, or 1.0%, to $557.5 million for the first nine months of fiscal 2012 compared to the same periods of fiscal 2011. Our planned increase in media and marketing initiatives resulted in higher advertising expenses of $7.7 million and $25.4 million for the three and nine months ended June 30, 2012, respectively. The decrease in other SG&A for the first nine months of fiscal 2012 was driven by a $6.7 million decrease in severance expenses and a $6.5 million decrease in bad debt expense associated with a customer bankruptcy in 2011.

Product Registration and Recall Matters

We recorded $3.8 million and $7.4 million of SG&A-related product registration and recall costs during the three and nine months ended June 30, 2012, respectively. These costs primarily related to additional accruals made within fiscal 2012 for potential fines and penalties in connection with the U.S. EPA investigation, as well as legal and consulting fees. For the three and nine months ended July 2, 2011, we recorded $5.7 million and $7.8 million of SG&A-related product registration and recall costs, respectively, primarily related to accruals established in the third quarter of fiscal 2011 in connection with the U.S. EPA and U.S. DOJ investigations, as well as third-party compliance review, legal and consultant fees.


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Impairment, Restructuring and Other Charges For the three months ended June 30, 2012, we recognized income of $0.4 million associated with the resolution of certain international restructuring activities. For the nine months ended June 30, 2012, we incurred $7.8 million of impairment, restructuring and other charges. In continuation of the restructuring plan we initiated in fiscal 2011, we incurred $1.9 million in restructuring costs in the first nine months of fiscal 2012. These costs consisted primarily of $1.3 million of termination benefits provided to employees who accepted voluntary retirement, $0.5 million of special termination benefits to be provided to certain employees upon future separation and $0.2 million related to curtailment charges for our U.S. defined benefit pension and U.S retiree medical plans. Further, for the nine months ended June 30, 2012, we recognized a $5.3 million asset impairment charge as a result of issues with commercialization of products including the active ingredient MAT28 for the Global Consumer segment. Also included is a $0.5 million impairment charge related to our investment in Turf-Seed (Europe) Limited. Other Income, net
Other income was $2.4 million and $4.6 million for the three and nine months ended June 30, 2012, respectively, compared to $4.2 million and $5.0 million for the three and nine months ended July 2, 2011, respectively. Other income is comprised of activities outside our normal business operations, such as royalty income from the licensing of certain of our brand names, franchise fee income from our Scotts LawnService® business, foreign exchange gains/losses and gains/losses from the sale of non-inventory assets. The respective changes from fiscal 2011 were not significant.
Interest Expense
Interest expense was $16.6 million and $49.8 million for the three and nine months ended June 30, 2012, respectively, compared to $14.0 million and $37.3 million for the three and nine months ended July 2, 2011, respectively. Excluding the impact of foreign exchange rates, average borrowings increased by approximately $143.9 million and $146.8 million during the three and nine months ended June 30, 2012, respectively, as compared to the same prior year periods. The increase in interest expense for the three months ended June 30, 2012 was attributable to an increase in average borrowings, partially offset by a decline in our weighted average interest rates of 22 basis points associated with the expiration of a 5.20% interest rate swap agreement in the second quarter of fiscal 2012. The increase in interest expense for the nine months ended June 30, 2012 was primarily attributable to an increase in average borrowings and the impact of higher rates associated with our new financing structure. During the nine months ended June 30, 2012, our weighted average interest rate increased by 42 basis points. The year-to-date increase was driven by the higher margin rates in our new credit facility and the full year-to-date impact of the 6.625% Senior Notes issued on December 16, 2010, partially offset by a decline in our weighted average interest rates primarily associated with the expiration of a 5.20% interest rate swap agreement in the second quarter of fiscal 2012. Income Tax Expense
The effective tax rate related to continuing operations for the nine months ended June 30, 2012 was 37.2% compared to 36.5% for the nine months ended July 2, 2011. The effective tax rate used for interim purposes was based on management's best estimate of factors impacting the effective tax rate for the full fiscal year. Factors affecting the estimated effective tax rate include assumptions as to income by jurisdiction (domestic and foreign), the . . .

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