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ScottsMiracle-Gro Announces Record Third Quarter Sales and Profit Along With Share Repurchase Plan and Dividend Increase

MARYSVILLE, Ohio, Aug 10, 2010 /PRNewswire via COMTEX/ --

  • Third quarter reported EPS from continuing operations of $2.59 vs. $2.28 a year earlier
  • Consumer purchases at major U.S. retailers up more than 5 percent year-to-date
  • 2-point gain in market share year-to-date
  • Company re-affirms full year adjusted EPS guidance of $3.25 to $3.35
  • Board authorizes $500 million share repurchase over four years
  • Quarterly dividend increased to $0.25 per share, double the current level

The Scotts Miracle-Gro Company (NYSE: SMG), the world's leading marketer of branded consumer lawn and garden products, announced today that continued consumer interest in gardening activities as well as momentum from its regionalization efforts resulted in record third quarter results.

In addition, the Company said its Board of Directors has authorized the Company to repurchase up to $500 million of SMG common shares over the next four years. The Board also voted to increase the quarterly dividend paid to shareholders to $0.25 per share, double the current level.

"Our business and cash flow are strong, our balance sheet is healthy and our low debt-to-EBITDA level gives us tremendous flexibility in managing our business," said Jim Hagedorn, chairman and chief executive officer. "We will continue to make wise investments that drive profitable long-term growth while also increasing the amount of cash we return to our shareholders. Our continued success demonstrates the power of our brands with consumers, the strength of our retail partnerships and the resiliency of our category.

"All of these factors are evident in the decision made by our Board to double our dividend and repurchase our shares, both of which demonstrate our confidence in the long-term outlook for our business."

THIRD QUARTER RESULTS

Company-wide sales from continuing operations for the quarter ended July 3, 2010 were $1.24 billion, an increase of 1 percent from the same period a year ago. It is important to note that the timing of the Company's fiscal calendar resulted in a five-day shift forward of the third quarter as compared with fiscal 2009. When adjusted to reflect comparable reporting periods, company-wide sales in the third quarter were up 5 percent.

Adjusted income from continuing operations, which excludes the impact of product registration and recall costs, was $176.9 million, or $2.61 per share, compared with $155.0 million, or $2.34 per share, for the same period last year. Reported income from continuing operations was $175.9 million, or $2.59 per share, compared with $150.7 million, or $2.28 per share, for the same period last year.

Global Consumer sales increased to $1.09 billion, up slightly from a year ago with foreign exchange having essentially no impact on sales. Adjusted for the calendar shift, Global Consumer sales increased 5 percent. Point-of-sale data from the Company's major retail partners in the U.S. showed that consumer purchases increased 5 percent in the quarter.

Adjusted operating income for the Global Consumer segment improved 10 percent in the quarter to $292.7 million from $265.2 million for the same period last year.

Scotts LawnService reported a 3 percent increase in sales to $81.3 million from $79.0 million. Adjusted operating income increased 6 percent to $22.8 million, compared with $21.6 million a year ago.

Global Professional sales increased by 3 percent in the quarter to $71.9 million from $69.5 million last year. Excluding the impact of foreign currency, sales increased 7 percent. Operating income for the segment increased to $6.9 million from $5.2 million for the same period last year.

Adjusted gross margin rate increased to 40.7 percent in the quarter, compared with 38.9 percent a year earlier. Selling, general and administrative expenses (SG&A) decreased 4 percent in the quarter to $214.4 million from $223.0 million a year earlier.

Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) increased 15 percent to $304.4 million from $263.7 million a year ago.

YEAR-TO-DATE RESULTS

Company-wide net sales through the first nine months were $2.66 billion, up 8 percent from a year ago. Excluding the impact of foreign exchange, sales increased 7 percent.

Global Consumer sales increased 10 percent to $2.31 billion and improved by 9 percent when excluding the impact of foreign currency. Adjusted for the calendar shift, sales in Global Consumer increased 8 percent. Point-of-sale data from the Company's major retail partners in the U.S. showed that consumer purchases increased 6 percent.

"We had outstanding growth in both sell-in and consumer purchases earlier in the season, some of which was accelerated due to good weather in April," Hagedorn said. "While we expected our growth to moderate as the year progressed, our momentum slowed slightly more than expected beginning in May as the weather became increasingly challenging. Nonetheless, weather is part of the reality in the lawn and garden industry. Our strong growth in unit volume and market share on a year-to-date basis speaks to a high level of focus and execution that allowed us to continue to drive our business."

Scotts LawnService sales decreased 4 percent to $144.9 million. Global Professional reported sales increased by 4 percent to $205.3 million. Excluding the impact of foreign exchange, Global Professional sales increased 2 percent.

For the first nine months, company-wide adjusted gross margin improved 50 basis points to 37.8 percent, compared with 37.3 percent. SG&A increased 3 percent to $580.4 million.

Adjusted EBITDA in the first nine months increased 25 percent to $451.1 million, compared with $359.6 million in the comparable period last year.

Adjusted income from continuing operations for the first nine months increased 27 percent to $249.8 million, or $3.71 per share, compared with $196.1 million, or $2.98 per share, a year earlier. Reported income from continuing operations was $246.0 million, or $3.65 per share, compared with $181.9 million, or $2.76 per share, for the same period last year.

"Gross margins continue to benefit from a more stable and historically normalized pricing and commodity environment," said Dave Evans, chief financial officer. "We still expect strong improvement in gross margin rate for the full year. That fact, coupled with solid mid-single digit sales growth, allows us to confidently reaffirm our full-year guidance of $3.25 to $3.35 per share on an adjusted basis."

SHARE REPURCHASE AND DIVIDEND INCREASE

Under the share repurchase authorization, the Company may purchase shares from time to time in open market purchases or privately negotiated transactions. The Company may make all or part of the repurchases under Rule 10b5-1 plans, which may be entered into from time to time and enable the Company to make repurchases on a more regular basis, or pursuant to accelerated share repurchases. The authorization, which expires September 30, 2014, may be suspended or discontinued at any time.

The cash dividend approved by the Board of Directors of $0.25 per share is payable September 10, 2010 to shareholders of record on August 27, 2010.

The Company will discuss its third quarter results as well as these initiatives during a Webcast and conference call at 9 a.m. Eastern Time today. The call will be available live on the Investor Relations section of the ScottsMiracle-Gro Web site, http://investor.scotts.com.

An archive of the Webcast, as well as accompanying financial information regarding any non-GAAP financial measures discussed by the Company during the call, will be available on the Web site for at least 12 months.

About ScottsMiracle-Gro

With approximately $3 billion in worldwide sales, The Scotts Miracle-Gro Company, through its wholly-owned subsidiary, The Scotts Company LLC, is the world's largest marketer of branded consumer products for lawn and garden care, with products for professional horticulture as well. The Company's brands are the most recognized in the industry. In the U.S., the Company's Scotts(R), Miracle-Gro(R) and Ortho(R) brands are market-leading in their categories, as is the consumer Roundup(R) brand, which is marketed in North America and most of Europe exclusively by Scotts and owned by Monsanto. In the U.S., we operate Scotts LawnService(R), the second largest residential lawn care service business. In Europe, the Company's brands include Weedol(R), Pathclear(R), Evergreen(R), Levington(R), Miracle-Gro(R), KB(R), Fertiligene(R) and Substral(R). For additional information, visit us at www.scotts.com.

Statement under the Private Securities Litigation Act of 1995: Certain of the statements contained in this press release, including, but not limited to, information regarding the future economic performance and financial condition of the Company, the plans and objectives of the Company's management, the Company's assumptions regarding such performance and plans, as well as the amount and timing of repurchases of the Company's common shares are forward looking in nature. Actual results could differ materially from the forward-looking information in this release due to a variety of factors, including, but not limited to:

  • The ongoing governmental investigations regarding the Company's compliance with the Federal Insecticide, Fungicide, and Rodenticide Act of 1947, as amended, could adversely affect the Company's financial condition, results of operations or cash flows;
  • Compliance with environmental and other public health regulations could increase the Company's costs of doing business or limit the Company's ability to market all of its products;
  • Increases in the prices of certain raw materials could adversely affect the Company's results of operations;
  • The Company faces risks related to the current economic crisis;
  • The highly competitive nature of the Company's markets could adversely affect its ability to grow or maintain revenues;
  • Because of the concentration of the Company's sales to a small number of retail customers, the loss of one or more of, or significant reduction in orders from, its top customers could adversely affect the Company's financial results;
  • Adverse weather conditions could adversely impact financial results;
  • The Company's historical seasonality could impair its ability to pay obligations as they come due, including the Company's operating expenses;
  • The Company's substantial indebtedness could limit its flexibility and adversely affect its financial condition;
  • The Company's significant international operations make the Company susceptible to fluctuations in currency exchange rates and to other costs and risks associated with international regulation;
  • The Company may not be able to adequately protect its intellectual property and other proprietary rights that are material to the Company's business;
  • The Company depends on key personnel and may not be able to retain those employees or recruit additional qualified personnel;
  • If Monsanto Company were to terminate the Marketing Agreement for consumer Roundup products without being required to pay any termination fee, the Company would lose a substantial source of future earnings and overhead expense absorption;
  • Hagedorn Partnership, L.P. beneficially owns approximately 31% of the Company's outstanding common shares on a fully diluted basis and can significantly influence decisions that require the approval of shareholders, whether or not such decisions are in the best interest of other shareholders or the holders of the Company's 7.25% coupon rate Senior Notes due 2018;
  • The Company may pursue acquisitions, dispositions, investments, dividends, share repurchases and/or other corporate transactions that it believes will maximize equity returns of our shareholders but may involve risks.

Additional detailed information concerning a number of the important factors that could cause actual results to differ materially from the forward-looking information contained in this release is readily available in the Company's publicly filed quarterly, annual and other reports.

               THE SCOTTS MIRACLE-GRO COMPANY
     Results of Operations for the Three and Nine Months
            Ended July 3, 2010 and June 27, 2009
            (in millions, except per share data)
                         (Unaudited)
         Note: See Accompanying Footnotes on Page 11


                                      Three Months Ended
                                      ------------------
                                          July 3,     June 27,         %
                                   Footnotes      2010         2009 Change
                                   ---------      ----         ---- ------

    Net sales                                 $1,238.9     $1,231.4       1%
    Cost of sales                                734.1        752.4
    Cost of sales -product
     registration and recall
     matters                                         -          3.3
                                                   ---          ---

    Gross profit                                 504.8        475.7       6%
    % of sales                                    40.7%        38.6%

    Operating expenses:
      Selling, general and
       administrative                            214.4        223.0      -4%
      Product registration and
       recall matters                              1.5          3.1
      Other expense (income),
       net                                        (1.6)        (0.4)
                                                  ----         ----

    Income from operations                       290.5        250.0      16%
    % of sales                                    23.4%        20.3%

    Interest expense                              11.9         13.7
                                                  ----         ----

    Income from continuing
     operations before income
     taxes                                       278.6        236.3      18%

    Income tax expense from
     continuing operations                       102.7         85.6
                                                 -----         ----

    Income from continuing
     operations                                  175.9        150.7      17%

    Loss from discontinued
     operations, net of tax                          -         (2.9)
                                                   ---         ----

    Net income                                  $175.9       $147.8
                                                ======       ======



    Basic income per common
     share:                               (1)
         Income from continuing
          operations                             $2.65        $2.32      14%
         Loss from discontinued
          operations                                 -        (0.05)
                                                   ---        -----
    Net income                                   $2.65        $2.27      17%
                                                 =====        =====

    Diluted income per common
     share:                               (2)
         Income from continuing
          operations                             $2.59        $2.28      14%
         Loss from discontinued
          operations                                 -        (0.04)
                                                   ---        -----
    Net income                                   $2.59        $2.24      16%
                                                 =====        =====

    Common shares used in
     basic
          income per share
           calculation                            66.5         65.0       2%
                                                  ====         ====

    Common shares and
     potential common
          shares used in diluted
           income
          per share calculation                   67.9         66.1       3%
                                                  ====         ====



    Results from continuing
     operations excluding
          product registration and
           recall matters:

    Adjusted income from
     continuing operations                (4)   $176.9       $155.0      14%
                                                ======       ======

    Adjusted diluted income
     per share from continuing
     operations                      (2) (4)     $2.61        $2.34      11%
                                                 =====        =====

    Adjusted EBITDA                  (3) (4)    $304.4       $263.7      15%
                                                ======       ======



                                        Nine Months Ended
                                        -----------------
                                        July 3,        June 27,          %
                                                2010            2009  Change
                                                ----            ----  ------

    Net sales                               $2,664.2        $2,458.2        8%
    Cost of sales                            1,656.8         1,541.8
    Cost of sales -product
     registration and recall
     matters                                     1.5             7.1
                                                 ---             ---

    Gross profit                             1,005.9           909.3       11%
    % of sales                                  37.8%           37.0%

    Operating expenses:
      Selling, general and
       administrative                          580.4           565.7        3%
      Product registration and
       recall matters                            4.3            14.8
      Other expense (income), net               (8.0)           (1.7)
                                                ----            ----

    Income from operations                     429.2           330.5       30%
    % of sales                                  16.1%           13.4%

    Interest expense                            37.7            45.9
                                                ----            ----

    Income from continuing
     operations before income
     taxes                                     391.5           284.6       38%

    Income tax expense from
     continuing operations                     145.5           102.7
                                               -----           -----

    Income from continuing
     operations                                246.0           181.9       35%

    Loss from discontinued
     operations, net of tax                     (9.3)          (13.7)
                                                ----           -----

    Net income                                $236.7          $168.2
                                              ======          ======



    Basic income per common
     share:
         Income from continuing
          operations                           $3.72           $2.80       33%
         Loss from discontinued
          operations                           (0.14)          (0.21)
                                               -----           -----
    Net income                                 $3.58           $2.59       38%
                                               =====           =====

    Diluted income per common
     share:
         Income from continuing
          operations                           $3.65           $2.76       32%
         Loss from discontinued
          operations                           (0.14)          (0.21)
                                               -----           -----
    Net income                                 $3.51           $2.55       38%
                                               =====           =====

    Common shares used in basic
          income per share calculation          66.2            64.9        2%
                                                ====            ====

    Common shares and potential
     common
          shares used in diluted income
          per share calculation                 67.4            65.8        2%
                                                ====            ====



    Results from continuing
     operations excluding
          product registration and
           recall matters:

    Adjusted income from
     continuing operations                    $249.8          $196.1       27%
                                              ======          ======

    Adjusted diluted income per
     share from continuing
     operations                                $3.71           $2.98       24%
                                               =====           =====

    Adjusted EBITDA                           $451.1          $359.6       25%
                                              ======          ======


                     THE SCOTTS MIRACLE-GRO COMPANY
     Net Sales and Income (Loss) from Operations by Segment for the
       Three and Nine Months Ended July 3, 2010 and June 27, 2009
                             (in millions)
                              (Unaudited)


    The Company is divided into the following reportable segments: Global
    Consumer, Global Professional, Scotts LawnService(R) and Corporate &
    Other. The Corporate & Other segment primarily consists of corporate
    general and administrative expenses. This division of reportable
    segments is consistent with how the segments report to and are
    managed by senior management of the Company.  Certain
    reclassifications were made to the Global Consumer and Global
    Professional prior period amounts to reflect changes in the
    structure of the Company's organization effective fiscal 2010.
    Segment performance is evaluated based on several factors, including
    income from continuing operations before amortization, product
    registration and recall costs, and impairment, restructuring and
    other charges, which are not generally accepted accounting
    principles ("GAAP") measures. Management uses this measure of
    operating profit to gauge segment performance because we believe
    this measure is the most indicative of performance trends and the
    overall earnings potential of each segment.
    The Company follows a 13-week quarterly accounting cycle, with our
    first three fiscal quarters ending on a Saturday, while our fiscal
    year end always occurs on September 30th. This fiscal calendar
    convention requires the Company to cycle forward its first three
    fiscal quarter ends every four to five years. Fiscal 2010 is the
    most recent year impacted by this fiscal quarter end cycle forward
    process. The Company's third quarter of fiscal 2010 began on April
    4th, compared to March 29th for the third quarter of fiscal 2009.
    Because this third quarter cycle forward occurred during the
    Company's peak spring selling season, this shift had a significant
    impact on the Company's Results of Operations for the three and nine
    months ended July 3, 2010 as compared to the three and nine months
    ended June 27, 2009. The "After Impact of Calendar Shift" columns in
    the table below provide management's estimate of net sales and
    income (loss) from operations growth for the three and nine months
    ended July 3, 2010, normalized for the calendar shift.


                                        Three Months Ended
                                        ------------------
                                                            % Change
                                                            --------
                                                                      After
                                                                     Impact
                                                                       of
                                                                    Calendar
                          July 3,         June 27,    Reported        Shift
                           2010            2009       --------      ---------
                           ----            ----
    Net Sales:
    ----------
    Global Consumer    $1,085.9        $1,083.2              0%             5%
    Global
     Professional          71.9            69.5              3%             6%
    Scotts
     LawnService(R)        81.3            78.9              3%             4%
                           ----            ----

         Segment total $1,239.1        $1,231.6              1%             5%

    Roundup(R)
     amortization          (0.2)           (0.2)
    Product
     registration and
     recall matters           -               -
                            ---             ---

         Consolidated  $1,238.9        $1,231.4              1%             5%
                       ========        ========

    Income (Loss) from
     Operations:
    ------------------
    Global Consumer      $292.7          $265.2             10%            17%
    Global
     Professional           6.9             5.2             33%            39%
    Scotts
     LawnService(R)        22.8            21.6              6%             7%
    Corporate and
     Other                (27.7)          (32.7)            15%            15%
                          -----           -----

         Segment total   $294.7          $259.3             14%            21%

    Roundup(R)
     amortization          (0.2)           (0.2)
    Other amortization     (2.5)           (2.7)
    Product
     registration and
     recall matters        (1.5)           (6.4)
                           ----            ----

         Consolidated    $290.5          $250.0             16%            24%
                         ======          ======



                                    Nine Months Ended
                                    -----------------
                                                        % Change
                                                        --------
                                                                  After
                                                                  Impact
                                                                    of
                                                                 Calendar
                          July 3,    June 27,     Reported        Shift
                           2010        2009       --------      ---------
                           ----        ----
    Net Sales:
    ----------
    Global Consumer    $2,314.6    $2,112.1             10%             8%
    Global
     Professional         205.3       196.5              4%             4%
    Scotts
     LawnService(R)       144.9       150.5             -4%            -6%
                          -----       -----

         Segment total $2,664.8    $2,459.1              8%             7%

    Roundup(R)
     amortization          (0.6)       (0.6)
    Product
     registration and
     recall matters           -        (0.3)
                            ---        ----

         Consolidated  $2,664.2    $2,458.2              8%             7%
                       ========    ========

    Income (Loss)
     from Operations:
    -----------------
    Global Consumer      $510.2      $429.2             19%            16%
    Global
     Professional          15.3        26.8            -43%           -44%
    Scotts
     LawnService(R)         1.5        (2.3)            nm             nm
    Corporate and
     Other                (83.7)      (91.7)             9%             9%
                          -----       -----

         Segment total   $443.3      $362.0             22%            19%

    Roundup(R)
     amortization          (0.6)       (0.6)
    Other
     amortization          (7.7)       (8.9)
    Product
     registration and
     recall matters        (5.8)      (22.0)
                           ----       -----

         Consolidated    $429.2      $330.5             30%            25%
                         ======      ======

                            THE SCOTTS MIRACLE-GRO COMPANY
                              Consolidated Balance Sheets
                  July 3, 2010, June 27, 2009 and September 30, 2009
                                     (in millions)
                                      (Unaudited)


                                                                  September
                                              July 3,   June 27,      30,
                                                   2010      2009       2009
                                                   ----      ----       ----

    ASSETS
      Current assets
        Cash and cash equivalents                 $78.7    $149.2      $71.6
        Accounts receivable, net                  697.1     779.0      401.3
        Inventories, net                          461.6     547.4      458.9
        Prepaids and other current assets         163.6     137.8      159.1
                                                  -----     -----      -----

          Total current assets                  1,401.0   1,613.4    1,090.9

      Property, plant and equipment, net          372.5     335.9      369.7
      Goodwill, net                               368.9     374.9      375.2
      Other intangible assets, net                347.1     364.7      364.2
      Other assets                                 33.7      20.3       20.1
                                                   ----      ----       ----

          Total assets                         $2,523.2  $2,709.2   $2,220.1
                                               ========  ========   ========


    LIABILITIES AND SHAREHOLDERS' EQUITY
      Current liabilities
        Current portion of debt                  $200.0    $152.9     $160.4
        Accounts payable                          229.5     269.4      190.0
        Other current liabilities                 554.0     536.0      406.4
                                                  -----     -----      -----

          Total current liabilities               983.5     958.3      756.8

      Long-term debt                              490.2     967.7      649.7
      Other liabilities                           214.7     181.2      229.1
                                                  -----     -----      -----

          Total liabilities                     1,688.4   2,107.2    1,635.6

      Shareholders' equity                        834.8     602.0      584.5
                                                  -----     -----      -----

          Total liabilities and shareholders'
           equity                              $2,523.2  $2,709.2   $2,220.1
                                               ========  ========   ========


                       THE SCOTTS MIRACLE-GRO COMPANY
         Reconciliation of Non-GAAP Disclosure Items for the Three
                Months Ended July 3, 2010 and June 27, 2009
                    (in millions, except per share data)
                                (Unaudited)
     Note:  See Notes 3 and 4 to the Accompanying Footnotes on Page 11


                                       Three Months Ended July 3, 2010
                                       -------------------------------
                                 As Reported      Product       Adjusted
                                                Registration
                                 -----------         and        --------
                                                   Recall
                                                   Matters
                                                  -------
    Net sales                        $1,238.9             $-       1,238.9
    Cost of sales                       734.1              -         734.1
    Cost of sales -product
     registration and recall
     matters                                -              -             -
                                          ---            ---           ---

    Gross profit                        504.8              -         504.8
    % of sales                           40.7%                        40.7%

    Operating expenses:
      Selling, general and
       administrative                   214.4              -         214.4
      Product registration and
       recall matters                     1.5            1.5             -
      Other expense, net                 (1.6)             -          (1.6)
                                         ----            ---          ----

    Income from operations              290.5           (1.5)        292.0
    % of sales                           23.4%                        23.6%

    Interest expense                     11.9              -          11.9
                                         ----            ---          ----

    Income from continuing
     operations before income
     taxes                              278.6           (1.5)        280.1

    Income tax expense from
     continuing operations              102.7           (0.5)        103.2
                                        -----           ----         -----

    Income from continuing
     operations                        $175.9          $(1.0)       $176.9
                                       ======          =====        ======

    Basic income per share
     from continuing
     operations                         $2.65                        $2.66
                                        =====                        =====

    Diluted income per share
     from continuing
     operations                         $2.59                        $2.61
                                        -----                        -----

    Common shares used in
     basic
          income per share
           calculation                   66.5                         66.5
                                         ====                         ====

    Common shares and
     potential common
          shares used in diluted
           income
          per share calculation          67.9                         67.9
                                         ====                         ====



       Income from continuing
        operations                     $175.9
       Income tax expense from
        continuing operations           102.7
       Loss from discontinued
        operations, net of tax              -
       Income tax benefit from
        discontinued operations          (0.1)
       Interest expense                  11.9
       Depreciation                      12.1
       Amortization, including
        marketing fees                    2.7
       Product registration and
        recall matters, non-cash
        portion                          (0.6)
       Smith & Hawken closure
        process, non-cash
        portion                          (0.2)
                                         ----

    Adjusted EBITDA                    $304.4
                                       ======



                                 Three Months Ended June 27, 2009
                                 --------------------------------
                                 As Reported      Product       Adjusted
                                                Registration
                                 -----------         and        --------
                                                   Recall
                                                   Matters
                                                  -------
    Net sales                        $1,231.4             $-      $1,231.4
    Cost of sales                       752.4              -         752.4
    Cost of sales -product
     registration and
     recall matters                       3.3            3.3             -
                                          ---            ---           ---

    Gross profit                        475.7           (3.3)        479.0
    % of sales                           38.6%                        38.9%

    Operating expenses:
      Selling, general and
       administrative                   223.0              -         223.0
      Product registration
       and recall matters                 3.1            3.1             -
      Other expense, net                 (0.4)             -          (0.4)
                                         ----            ---          ----

    Income from operations              250.0           (6.4)        256.4
    % of sales                           20.3%                        20.8%

    Interest expense                     13.7              -          13.7
                                         ----            ---          ----

    Income from continuing
     operations before
     income taxes                       236.3           (6.4)        242.7

    Income tax expense from
     continuing operations               85.6           (2.1)         87.7
                                         ----           ----          ----

    Income from continuing
     operations                        $150.7          $(4.3)       $155.0
                                       ======          =====        ======

    Basic income per share
     from continuing
     operations                         $2.32                        $2.38
                                        =====                        =====

    Diluted income per
     share from continuing
     operations                         $2.28                        $2.34
                                        -----                        -----

    Common shares used in
     basic
          income per share
           calculation                   65.0                         65.0
                                         ====                         ====

    Common shares and
     potential common
          shares used in diluted
           income
          per share calculation          66.1                         66.1
                                         ====                         ====



       Income from continuing
        operations                     $150.7
       Income tax expense from
        continuing operations            85.6
       Loss from discontinued
        operations, net of tax           (2.9)
       Income tax benefit from
        discontinued
        operations                       (1.4)
       Interest expense                  13.7
       Depreciation                      12.0
       Amortization, including
        marketing fees                    2.9
       Product registration
        and recall matters,
        non-cash portion                  0.4
       Smith & Hawken closure
        process, non-cash
        portion                           2.7
                                          ---

    Adjusted EBITDA                    $263.7
                                       ======


                      THE SCOTTS MIRACLE-GRO COMPANY
         Reconciliation of Non-GAAP Disclosure Items for the Nine
                Months Ended July 3, 2010 and June 27, 2009
                   (in millions, except per share data)
                                (Unaudited)
     Note:  See Notes 3 and 4 to the Accompanying Footnotes on Page 11


                                            Nine Months Ended July 3, 2010
                                            ------------------------------
                                             As
                                         Reported      Product     Adjusted
                                                     Registration
                                        ---------        and       --------
                                                        Recall
                                                       Matters
                                                       -------
    Net sales                             $2,664.2             $-   $2,664.2
    Cost of sales                          1,656.8              -    1,656.8
    Cost of sales -product
     registration and recall
     matters                                   1.5            1.5          -
                                               ---            ---        ---

    Gross profit                           1,005.9           (1.5)   1,007.4
    % of sales                                37.8%                     37.8%

    Operating expenses:
      Selling, general and
       administrative                        580.4              -      580.4
      Product registration and recall
       matters                                 4.3            4.3          -
      Other income, net                       (8.0)             -       (8.0)
                                              ----            ---       ----

    Income from operations                   429.2           (5.8)     435.0
    % of sales                                16.1%                     16.3%

    Interest expense                          37.7              -       37.7
                                              ----            ---       ----

    Income from continuing
     operations before income taxes          391.5           (5.8)     397.3

    Income tax expense from
     continuing operations                   145.5           (2.0)     147.5
                                             -----           ----      -----

    Income from continuing
     operations                             $246.0          $(3.8)    $249.8
                                            ======          =====     ======

    Basic income per share from
     continuing operations                   $3.72                     $3.77
                                             =====                     =====

    Diluted income per share from
     continuing operations                   $3.65                     $3.71
                                             -----                     -----

    Common shares used in basic
     income
          per share calculation               66.2                      66.2
                                              ====                      ====

    Common shares and potential
     common
          shares used in diluted income
          per share calculation               67.4                      67.4
                                              ====                      ====



       Income from continuing
        operations                          $246.0
       Income tax expense from
        continuing operations                145.5
       Loss from discontinued
        operations, net of tax                (9.3)
       Income tax expense (benefit)
        from discontinued operations           0.1
       Interest expense                       37.7
       Depreciation                           36.3
       Amortization, including
        marketing fees                         8.3
       Product registration and recall
        matters, non-cash portion             (0.2)
       Smith & Hawken closure process,
        non-cash portion                     (13.3)
                                             -----

    Adjusted EBITDA                         $451.1
                                            ======



                                           Nine Months Ended June 27, 2009
                                           -------------------------------
                                             As
                                         Reported      Product     Adjusted
                                                     Registration
                                        ---------        and       --------
                                                        Recall
                                                       Matters
                                                       -------
    Net sales                             $2,458.2          $(0.3)  $2,458.5
    Cost of sales                          1,541.8           (0.2)   1,542.0
    Cost of sales -product
     registration and recall
     matters                                   7.1            7.1          -
                                               ---            ---        ---

    Gross profit                             909.3           (7.2)     916.5
    % of sales                                37.0%                     37.3%

    Operating expenses:
      Selling, general and
       administrative                        565.7              -      565.7
      Product registration and recall
       matters                                14.8           14.8          -
      Other income, net                       (1.7)             -       (1.7)
                                              ----            ---       ----

    Income from operations                   330.5          (22.0)     352.5
    % of sales                                13.4%                     14.3%

    Interest expense                          45.9              -       45.9
                                              ----            ---       ----

    Income from continuing
     operations before income taxes          284.6          (22.0)     306.6

    Income tax expense from
     continuing operations                   102.7           (7.8)     110.5
                                             -----           ----      -----

    Income from continuing
     operations                             $181.9         $(14.2)    $196.1
                                            ======         ======     ======

    Basic income per share from
     continuing operations                   $2.80                     $3.02
                                             =====                     =====

    Diluted income per share from
     continuing operations                   $2.76                     $2.98
                                             -----                     -----

    Common shares used in basic
     income
          per share calculation               64.9                      64.9
                                              ====                      ====

    Common shares and potential
     common
          shares used in diluted income
          per share calculation               65.8                      65.8
                                              ====                      ====



       Income from continuing
        operations                          $181.9
       Income tax expense from
        continuing operations                102.7
       Loss from discontinued
        operations, net of tax               (13.7)
       Income tax expense (benefit)
        from discontinued operations          (7.0)
       Interest expense                       45.9
       Depreciation                           35.0
       Amortization, including
        marketing fees                         9.5
       Product registration and recall
        matters, non-cash portion              2.6
       Smith & Hawken closure process,
        non-cash portion                       2.7
                                               ---

    Adjusted EBITDA                         $359.6
                                            ======



                           THE SCOTTS MIRACLE-GRO COMPANY
                    Footnotes to Preceding Financial Statements



    Results of Operations
    ---------------------



           Basic income per common share amounts are calculated by dividing
           income from continuing operations, loss from discontinued
           operations and net income by average common shares outstanding
    (1)    during the period.
                                      ---


           Diluted income per common share amounts are calculated by dividing
           income from continuing operations, loss from discontinued
           operations and net income by the average common shares and
           dilutive potential common shares (common stock options, stock
           appreciation rights, restricted stock and restricted stock units)
    (2)    outstanding during the period.
                                      ---


           "Adjusted EBITDA" is defined as net income before interest, taxes,
           depreciation and amortization as well as certain other items such
           as the impact of the cumulative effect of changes in accounting,
           costs associated with debt refinancing and other non-recurring,
           non-cash items affecting net income.  Adjusted EBITDA is not
           intended to represent cash flow from operations as defined by
           generally accepted accounting principles and should not be used as
           an alternative to net income or income from continuing operations
           as an indicator of operating performance or to cash flow as a
    (3)    measure of liquidity.
                                      ---


           The Reconciliation of non-GAAP Disclosure Items includes the
    (4)    following non-GAAP financial measures:
                                      ---


      Adjusted income from continuing operations and adjusted diluted income
       per share from continuing operations -These measures exclude charges
       or credits relating to refinancings, impairments, restructurings,
       product registration and recall matters, discontinued operations and
       other unusual items such as costs or gains related to discrete
       projects or transactions that are apart from and not indicative of the
       results of the operations of the business.
      -----------------------------------------------------------------------


      Adjusted EBITDA -The presentation of adjusted EBITDA is provided as a
       convenience to the Company's lenders because adjusted EBITDA is a
       component of certain debt covenants.
      ---------------------------------------------------------------------


      The Company believes that these non-GAAP financial measures are the
       most indicative of the company's ongoing earnings capabilities and
       that disclosure of these non-GAAP financial measures therefore
       provides useful information to investors and other users of its
       financial statements, such as lenders.
      -------------------------------------------------------------------


SOURCE The Scotts Miracle-Gro Company