The purpose of this Management's Discussion and Analysis ("MD&A") is to provide an understanding of our financial condition and results of operations by focusing on changes in certain key measures from year-to-year. This MD&A 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 MD&A should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" included inScotts Miracle-Gro's Annual Report on Form 10-K for the fiscal year endedSeptember 30, 2021 (the "2021 Annual Report") and our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. EXECUTIVE SUMMARY Through ourU.S. Consumer and Other segments, we are the leading manufacturer and marketer of branded consumer lawn and garden products inNorth America . Our products are marketed under some of the most recognized brand names in the industry. Our key consumer lawn and garden brands include Scotts® and Turf Builder® lawn and grass seed products; Miracle-Gro® soil, plant food and insecticide, LiquaFeed® plant food and Osmocote® gardening and landscape products; and Ortho®, Home Defense® and Tomcat® branded insect control, weed control and rodent control products. We are the exclusive agent of Monsanto for the marketing and distribution of certain of Monsanto's consumer Roundup® branded products withinthe United States and certain other specified countries. We also have a presence in similar branded consumer products inChina . In addition, we own a 50% equity interest inBonnie Plants, LLC , a joint venture with AFC, focused on planting, growing, developing, distributing, marketing and selling live plants. Through our Hawthorne segment, we are the leading manufacturer, marketer and distributor of lighting, nutrients, growing media, growing environments and hardware products for indoor and hydroponic gardening inNorth America . Our key brands include General Hydroponics®, Gavita®, Botanicare®, Agrolux®, Can-Filters®, Sun System®, Gro Pro®, Mother Earth®, Hurricane®, Grower's Edge® and Hydro-Logic®. OnDecember 30, 2021 , our Hawthorne segment completed the acquisition of substantially all of the assets ofLuxx Lighting, Inc. , a leading provider of lighting products for indoor growing that significantly strengthens our industry-leading lighting portfolio, for a purchase price of$213.5 . During fiscal 2021, we announced the creation of a newly formed subsidiary, THC, which will focus on strategic minority non-equity investments in areas of the cannabis industry not currently pursued by our Hawthorne segment. This initiative is designed to allow us, in the future, to participate directly in a larger marketplace as the legal environment changes over time. OnAugust 24, 2021 , we made our initial investment under this initiative in the form of a$150.0 six-year convertible note issued to us byToronto -based RIV Capital (CSE: RIV) (OTC: CNPOF), a cannabis investment and acquisition firm listed on the Canadian Securities Exchange. During the fourth quarter of fiscal 2021, we made additional minority non-equity investments of$43.1 in other entities focused on branded cannabis and high quality genetics. These investments include conversion features that would provide us with minority ownership interests in these entities if we exercise the conversion features. Refer to "NOTE 2. ACQUISITIONS AND INVESTMENTS" for more information regarding these investments. Our operations are divided into three reportable segments:U.S. Consumer, Hawthorne and Other.U.S. Consumer consists of our consumer lawn and garden business inthe United States . Hawthorne consists of our indoor and hydroponic gardening business. Other primarily consists of our consumer lawn and garden business outsidethe United States . This division of reportable segments is consistent with how the segments report to and are managed by our chief operating decision maker. In addition, Corporate consists of general and administrative expenses and certain other income and expense items not allocated to the business segments. See "SEGMENT RESULTS" below for additional information regarding our evaluation of segment performance. 26 -------------------------------------------------------------------------------- Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) Due to the seasonal nature of the consumer lawn and garden business, for ourU.S. Consumer and Other segments, significant portions of our products ship to our retail customers during our second and third fiscal quarters, as noted in the table below. Our annual net 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. For our Hawthorne segment, sales are also impacted by seasonal patterns for certain product categories due to the timing of outdoor growing inNorth America during our second and third fiscal quarters, and the timing of certain controlled agricultural lighting project sales during our third and fourth fiscal quarters. Percent of Net Sales from Continuing Operations by Quarter 2021 2020 2019 First Quarter 15.2 % 8.9 % 9.4 % Second Quarter 37.1 % 33.5 % 37.7 % Third Quarter 32.7 % 36.1 % 37.1 % Fourth Quarter 15.0 % 21.5 % 15.8 % OnFebruary 6, 2020 ,Scotts Miracle-Gro announced that its Board of Directors authorized the repurchase of up to$750.0 of Common Shares fromApril 30, 2020 throughMarch 25, 2023 . During the three months endedJanuary 1, 2022 andJanuary 2, 2021 ,Scotts Miracle-Gro repurchased approximately 0.8 million and 0.2 million Common Shares under this share repurchase authorization for$125.0 and$38.0 , respectively. OnJuly 27, 2020 , the Scotts Miracle-Gro Board of Directors approved an increase in our quarterly cash dividend from$0.58 to$0.62 per Common Share, which was first paid in the fourth quarter of fiscal 2020. OnJuly 30, 2021 , the Scotts Miracle-Gro Board of Directors approved an increase in our quarterly cash dividend from$0.62 to$0.66 per Common Share, which was first paid in the fourth quarter of fiscal 2021. COVID-19 Response and Impacts The COVID-19 pandemic has had, and continues to have, an impact on financial markets, economic conditions, and portions of our business and industry. We have actively addressed the pandemic's ongoing impact on our employees, operations, customers, consumers, and communities, by, among other things, implementing contingency plans, making operational adjustments where necessary, and providing assistance to organizations that support front-line workers. The first priority of our pandemic response has been and remains the health, safety and well-being of our employees. Many of our employees continue to work from home. In those instances where our employees cannot perform their work at home, we have implemented additional health and safety measures and social distancing protocols, consistent with government recommendations and/or requirements, to help to ensure their safety. In addition, we implemented an interim premium pay allowance for certain associates in our field sales force and our manufacturing or distribution centers, which paid out nearly$50.0 in aggregate during fiscal 2020 and 2021. The extent to which the COVID-19 pandemic will impact our business, results of operations, financial condition and cash flows in the future will depend on future developments, including the duration, spread and intensity of the pandemic, our continued ability to manufacture and distribute our products, as well as any future government actions affecting consumers and the economy generally, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. We are not able to predict the impact, if any, that the COVID-19 pandemic may have on the seasonality of our business. Although we currently expect to be able to continue operating our business as described above and we intend to continue to work with government authorities and to follow the necessary protocols to maintain the health and safety of our employees, the COVID-19 pandemic could result in additional disruptions to our business, including our global supply chain and retailer network, and/or require us to incur additional operational costs. For additional information on the impacts of, and our response to, the COVID-19 pandemic, refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the 2021 Annual Report. 27 -------------------------------------------------------------------------------- Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) RESULTS OF OPERATIONS The following table sets forth the components of earnings as a percentage of net sales for the three months endedJanuary 1, 2022 andJanuary 2, 2021 : January 1, % Of January 2, % Of 2022 Net Sales 2021 Net Sales Net sales$ 566.0 100.0 %$ 748.6 100.0 % Cost of sales 447.3 79.0 548.8 73.3 Cost of sales-impairment, restructuring and other - - 9.0 1.2 Gross profit 118.7 21.0 190.8 25.5 Operating expenses: Selling, general and administrative 154.1 27.2 156.7 20.9 Impairment, restructuring and other 1.8 0.3 0.7 0.1 Other income, net (1.8) (0.3) (0.6) (0.1) Income (loss) from operations (35.4) (6.3) 34.0 4.5 Equity in loss of unconsolidated affiliates 7.3 1.3 - - Interest expense 23.8 4.2 16.1 2.2 Other non-operating income, net (1.8) (0.3) (15.2) (2.0) Income (loss) from continuing operations before income taxes (64.7) (11.4) 33.1 4.4 Income tax expense (benefit) from continuing operations (14.7) (2.6) 7.9 1.1 Income (loss) from continuing operations (50.0) (8.8) 25.2 3.4 Income (loss) from discontinued operations, net of tax - - - - Net income (loss)$ (50.0) (8.8) %$ 25.2 3.4 %
The sum of the components may not equal due to rounding.
Net Sales Net sales for the three months endedJanuary 1, 2022 were$566.0 , a decrease of 24.4% from net sales of$748.6 for the three months endedJanuary 2, 2021 . These changes in net sales were attributable to the following: Three Months EndedJanuary 1, 2022 Volume (28.6) % Pricing 3.9 Acquisitions 0.3 Change in net sales (24.4) % The decrease in net sales for the three months endedJanuary 1, 2022 as compared to the three months endedJanuary 2, 2021 was primarily driven by: •decreased sales volume driven by lighting, nutrients, growing media, hardware and growing environments products in our Hawthorne segment; and fertilizer, soils and controls products in ourU.S. Consumer segment; •partially offset by increased pricing in ourU.S. Consumer, Hawthorne and Other segments; and •the addition of net sales from acquisitions. 28 --------------------------------------------------------------------------------
Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) Cost of Sales The following table shows the major components of cost of sales for the periods indicated: Three Months Ended January 1, January 2, 2022 2021 Materials$ 235.9 $ 312.1 Distribution and warehousing 115.1 108.1 Manufacturing labor and overhead 76.7 114.6 Costs associated with Roundup® marketing agreement 19.6 14.0 Cost of sales 447.3 548.8 Cost of sales-impairment, restructuring and other - 9.0$ 447.3 $ 557.8 Factors contributing to the change in cost of sales are outlined in the following table: Three Months Ended January 1, 2022 Volume, product mix and other $ (112.8) Material cost changes 5.7 Costs associated with Roundup® marketing agreement
5.6
(101.5)
Impairment, restructuring and other (9.0) Change in cost of sales $ (110.5) The decrease in cost of sales for the three months endedJanuary 1, 2022 as compared to the three months endedJanuary 2, 2021 was primarily driven by: •lower sales volume in ourU.S. Consumer and Hawthorne segments; and •a decrease in impairment, restructuring and other charges as a result of lower costs associated with the COVID-19 pandemic; •partially offset by higher material costs in ourU.S. Consumer segment; •higher transportation, warehousing and labor costs included within "volume, product mix and other" in ourU.S. Consumer and Hawthorne segments; and •an increase in costs associated with the Roundup® marketing agreement. 29 --------------------------------------------------------------------------------
Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) Gross Profit As a percentage of net sales, our gross profit rate was 21.0% and 25.5% for the three months endedJanuary 1, 2022 andJanuary 2, 2021 , respectively. Factors contributing to the change in gross profit rate are outlined in the following table: Three Months Ended January 1, 2022 Volume, product mix and other (8.2) % Material costs (1.0) Roundup® commissions and reimbursements (0.5) Acquisitions (0.1) Pricing 4.1 (5.7) % Impairment, restructuring and other 1.2 Change in gross profit rate (4.5) % The decrease in gross profit rate for the three months endedJanuary 1, 2022 as compared to the three months endedJanuary 2, 2021 was primarily driven by: •unfavorable leverage of fixed costs driven by lower sales volume in ourU.S. Consumer and Hawthorne segments; •decreased net sales associated with the Roundup® marketing agreement; •higher transportation, warehousing and labor costs included within "volume, product mix and other" in ourU.S. Consumer and Hawthorne segments; and •higher material costs in ourU.S. Consumer segment; •partially offset by increased pricing in ourU.S. Consumer, Hawthorne and Other segments; and •a decrease in impairment, restructuring and other charges. Selling, General and Administrative Expenses The following table sets forth the components of selling, general and administrative expenses ("SG&A") for the periods indicated: Three Months Ended January 1, January 2, 2022 2021 Advertising$ 18.3 $ 26.7 Research and development 12.5 10.3 Amortization of intangibles 7.4 7.3 Share-based compensation 7.3 8.2 Other selling, general and administrative 108.6 104.2$ 154.1 $ 156.7 SG&A decreased$2.6 , or 1.7%, during the three months endedJanuary 1, 2022 compared to the three months endedJanuary 2, 2021 . Advertising expense decreased$8.4 , or 31.5%, during the three months endedJanuary 1, 2022 driven by the timing of media spending in ourU.S. Consumer segment. Other SG&A increased$4.4 , or 4.2%, during the three months endedJanuary 1, 2022 driven by increases in various categories supporting the continued growth of the business as well as higher people costs, partially offset by a decrease in short-term variable cash incentive compensation expense. 30 -------------------------------------------------------------------------------- Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) Impairment, Restructuring and Other Activity described herein is classified within the "Cost of sales-impairment, restructuring and other" and "Impairment, restructuring and other" lines in the Condensed Consolidated Statements of Operations. The following table details impairment, restructuring and other charges for each of the periods presented: Three Months Ended January 1, January 2, 2022 2021
Cost of sales-impairment, restructuring and other: COVID-19 related costs
$ -$ 8.7 Restructuring and other charges, net - 0.3 Operating expenses: COVID-19 related costs - 0.6 Restructuring and other charges, net 1.8 0.1 Impairment, restructuring and other charges from continuing operations$ 1.8 $ 9.7 COVID-19 In response to the COVID-19 pandemic, we implemented measures intended to protect the health and safety of our employees and maintain our ability to provide products to our customers as described in additional detail above under "COVID-19 Response and Impacts." Costs incurred during the three months endedJanuary 1, 2022 were immaterial. During the three months endedJanuary 2, 2021 , we incurred costs of$9.3 associated with the COVID-19 pandemic primarily related to premium pay. We incurred costs of$8.3 in ourU.S. Consumer segment and$0.4 in our Hawthorne segment in the "Cost of sales-impairment, restructuring and other" line in the Condensed Consolidated Statements of Operations during the three months endedJanuary 2, 2021 . We incurred costs of$0.6 in ourU.S. Consumer segment in the "Impairment, restructuring and other" line in the Condensed Consolidated Statements of Operations during the three months endedJanuary 2, 2021 . Other Income, net Other income is comprised of activities such as royalty income from the licensing of certain of our brand names, foreign exchange transaction gains and losses and gains and losses from the disposition of non-inventory assets. Other income was$1.8 and$0.6 for the three months endedJanuary 1, 2022 andJanuary 2, 2021 , respectively. Income (Loss) from Operations Loss from operations was$35.4 for the three months endedJanuary 1, 2022 , a decrease of 204.1% compared to income from operations of$34.0 for the three months endedJanuary 2, 2021 . For the three months endedJanuary 1, 2022 , the decrease was driven by lower net sales and a decrease in gross profit rate, partially offset by lower impairment, restructuring and other charges, lower SG&A and higher other income. Equity in Loss of Unconsolidated Affiliates We acquired a 50% equity interest inBonnie Plants, LLC onDecember 31, 2020 . Our interest is accounted for using the equity method of accounting, with our proportionate share ofBonnie Plants, LLC earnings subsequent toDecember 31, 2020 reflected in the Condensed Consolidated Statements of Operations. During the three months endedJanuary 1, 2022 , we recorded equity in loss of unconsolidated affiliates of$7.3 associated withBonnie Plants, LLC . We anticipated a net loss forBonnie Plants, LLC in the first quarter of fiscal 2022 due to the seasonal nature of its business, in which sales are heavily weighted to the spring and summer selling periods during our second and third fiscal quarters. Interest Expense Interest expense was$23.8 for the three months endedJanuary 1, 2022 , an increase of 47.8% compared to$16.1 for the three months endedJanuary 2, 2021 . The increase was driven by an increase in average borrowings of$927.7 , partially offset by a decrease in our weighted average interest rate of 16 basis points. The increase in average borrowings was primarily driven by higher inventory production, capital expenditures and acquisition activity. The decrease in our weighted average interest rate was primarily driven by lower borrowing rates on the Fifth A&R Credit Agreement, partially offset by the issuance of the 4.000% and 4.375% Senior Notes. 31 -------------------------------------------------------------------------------- Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) Other Non-Operating Income, Net Other non-operating income was$1.8 and$15.2 for the three months endedJanuary 1, 2022 andJanuary 2, 2021 , respectively. OnDecember 31, 2020 , we acquired a 50% equity interest inBonnie Plants, LLC in exchange for a cash payment of$100.7 , forgiveness of our outstanding loan receivable with AFC and surrender of our options to increase our economic interest in the Bonnie Plants business. Our loan receivable with AFC, which was previously recognized in the "Other assets" line in the Condensed Consolidated Balance Sheets, had a carrying value of$66.4 onDecember 31, 2020 and we recognized a gain of$12.5 during the three months endedJanuary 2, 2021 to write-up the value of the loan to its closing date fair value of$78.9 . Income Tax Expense (Benefit) from Continuing Operations The effective tax rates related to continuing operations for the three months endedJanuary 1, 2022 andJanuary 2, 2021 were 22.7% and 23.9%, respectively. The effective tax rate used for interim purposes is based on our 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 availability and utilization of tax credits and the existence of elements of income and expense that may not be taxable or deductible. The estimated effective tax rate is subject to revision in later interim periods and at fiscal year-end as facts and circumstances change during the course of the fiscal year. There can be no assurance that the effective tax rate estimated for interim financial reporting purposes will approximate the effective tax rate determined at fiscal year-end. Income (Loss) from Continuing Operations Loss from continuing operations was$50.0 , or$0.90 per diluted share, for the three months endedJanuary 1, 2022 compared to income from continuing operations of$25.2 , or$0.43 per diluted share, for the three months endedJanuary 2, 2021 . The decrease was driven by lower net sales, a decrease in gross profit rate, higher interest expense, higher equity in loss of unconsolidated affiliates and lower other non-operating income, partially offset by lower impairment, restructuring and other charges, lower SG&A and higher other income. Diluted average common shares used in the diluted loss per common share calculation for the three months endedJanuary 1, 2022 were 55.4 million, which excluded 1.3 million dilutive potential Common Shares because the effect of their inclusion would be anti-dilutive as the Company incurred a net loss for the three months endedJanuary 1, 2022 . Diluted average common shares used in the diluted income per common share calculation for the three months endedJanuary 2, 2021 were 57.1 million, which included 1.4 million dilutive potential Common Shares. SEGMENT RESULTS The performance of each reportable segment is evaluated based on several factors, including income (loss) from continuing operations before income taxes, amortization, impairment, restructuring and other charges ("Segment Profit (Loss)"), which is a non-GAAP financial measure. Senior management uses Segment Profit (Loss) to evaluate segment performance because they believe this measure is indicative of performance trends and the overall earnings potential of each segment. The following table sets forth net sales by segment: Three Months Ended January 1, January 2, 2022 2021 U.S. Consumer$ 342.4 $ 408.2 Hawthorne 190.6 309.4 Other 33.0 31.0 Consolidated$ 566.0 $ 748.6 32
-------------------------------------------------------------------------------- Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) The following table sets forth Segment Profit (Loss) as well as a reconciliation to income from continuing operations before income taxes, the most directly comparable GAAP measure: Three Months Ended January 1, January 2, 2022 2021 U.S. Consumer$ 10.7 $ 45.3 Hawthorne (5.3) 40.4 Other 1.3 - Total Segment Profit (Loss) (Non-GAAP) 6.7 85.7 Corporate (31.4) (34.6) Intangible asset amortization (8.9) (7.4) Impairment, restructuring and other (1.8) (9.7) Equity in loss of unconsolidated affiliates (7.3) - Interest expense (23.8) (16.1) Other non-operating income, net 1.8 15.2
Income (loss) from continuing operations before income taxes (GAAP)
$ (64.7) $ 33.1 U.S. ConsumerU.S. Consumer segment net sales were$342.4 in the first quarter of fiscal 2022, a decrease of 16.1% from first quarter of fiscal 2021 net sales of$408.2 . The decrease was driven by the unfavorable impact of volume of 20.1%, partially offset by the favorable impact of increased pricing of 4.0%. The decrease in sales volume was driven by fertilizer, soils and controls products.U.S. Consumer Segment Profit was$10.7 in the first quarter of fiscal 2022, a decrease of 76.4% from the first quarter of fiscal 2021 Segment Profit of$45.3 . The decrease was due to lower net sales and a lower gross profit rate, partially offset by lower SG&A. Hawthorne Hawthorne segment net sales were$190.6 in the first quarter of fiscal 2022, a decrease of 38.4% from first quarter of fiscal 2021 net sales of$309.4 . The decrease was driven by the unfavorable impacts of volume and foreign exchange rates of 42.5% and 0.2%, respectively, partially offset by the favorable impacts of increased pricing and acquisitions of 3.5% and 0.8%, respectively. The decrease in sales volume was driven by lighting, nutrients, growing media, hardware and growing environments products. Hawthorne Segment Loss was$5.3 in the first quarter of fiscal 2022, a decrease of 113.1% from the first quarter of fiscal 2021 Segment Profit of$40.4 . The decrease was driven by lower net sales, a lower gross profit rate and higher SG&A. Other Other segment net sales were$33.0 in the first quarter of fiscal 2022, an increase of 6.5% from the first quarter of fiscal 2021 net sales of$31.0 . The increase was driven by the favorable impacts of pricing and foreign exchange rates of 6.7% and 2.8%, respectively, partially offset by the unfavorable impact of volume of 3.4%. Other Segment Profit was$1.3 in the first quarter of fiscal 2022, an increase of 100.0% from the first quarter of fiscal 2021 Segment Profit of$0.0 . The increase was driven by higher net sales and a higher gross profit rate, partially offset by higher SG&A. Corporate Corporate expenses were$31.4 in the first quarter of fiscal 2022, a decrease of 9.2% from first quarter of fiscal 2021 expenses of$34.6 . The decrease was driven by lower short-term variable cash incentive compensation expense. 33 -------------------------------------------------------------------------------- Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) LIQUIDITY AND CAPITAL RESOURCES The following table summarizes cash activities: Three Months Ended January 1, January 2, 2022 2021
Net cash used in operating activities
(245.2) (148.2) Net cash provided by financing activities 782.6 573.5 Operating Activities Cash used in operating activities totaled$765.1 for the three months endedJanuary 1, 2022 , an increase of$344.4 as compared to$420.7 for the three months endedJanuary 2, 2021 . This increase was driven by higher inventory production, lower net income and higher interest payments, partially offset by lower short-term variable cash incentive compensation payouts. Higher inventory production was driven by our effort to build inventory levels to meet expected future demand and higher input costs. The three months endedJanuary 1, 2022 was also impacted by extended payment terms with several of our major vendors across theU.S. Consumer and Hawthorne segments, as well as Monsanto, for payments originally due in the final weeks of fiscal 2021 that were paid in the first quarter of fiscal 2022. Investing Activities Cash used in investing activities totaled$245.2 for the three months endedJanuary 1, 2022 , an increase of$97.0 as compared to$148.2 for the three months endedJanuary 2, 2021 . Cash used for investments in property, plant and equipment during the first three months of fiscal 2022 and 2021 was$46.1 and$34.6 , respectively. We also completed the acquisitions ofLuxx Lighting, Inc. and True Liberty Bags during the three months endedJanuary 1, 2022 in exchange for cash payments of$202.5 , as well as the issuance of 0.1 million Common Shares, a non-cash investing and financing activity, with a fair value of$21.0 based on the share price at the time of payment. In addition, we received cash of$3.4 associated with currency forward contracts during the three months endedJanuary 1, 2022 . During the three months endedJanuary 2, 2021 , we acquired a 50% equity interest inBonnie Plants, LLC in exchange for a cash payment of$100.7 , as well as non-cash investing activities that included forgiveness of our outstanding loan receivable with AFC and surrender of our options to increase our economic interest in the Bonnie Plants business. In addition, during the three months endedJanuary 2, 2021 , we acquired contract rights within ourU.S. Consumer segment for a cash payment of$10.0 and we paid cash of$2.9 associated with currency forward contracts. Financing Activities Cash provided by financing activities totaled$782.6 for the three months endedJanuary 1, 2022 as compared$573.5 for the three months endedJanuary 2, 2021 . This change was driven by an increase in net borrowings under our Fifth A&R Credit Facilities (as defined below) of$302.9 during the three months endedJanuary 1, 2022 , partially offset by an increase in repurchases of our Common Shares of$91.1 and an increase in dividends paid of$2.5 during the three months endedJanuary 1, 2022 . Cash and Cash Equivalents Our cash and cash equivalents were held in cash depository accounts with major financial institutions around the world or invested in high-quality, short-term liquid investments having original maturities of three months or less. The cash and cash equivalents balances of$16.4 ,$21.5 and$244.1 as ofJanuary 1, 2022 ,January 2, 2021 andSeptember 30, 2021 , respectively, included$8.7 ,$4.2 and$15.9 , respectively, held by controlled foreign corporations. As ofJanuary 1, 2022 , we maintain our assertion of indefinite reinvestment of the earnings of all material foreign subsidiaries. Borrowing Agreements Credit Facilities Our primary sources of liquidity are cash generated by operations and borrowings under our credit facilities, which are guaranteed by substantially all ofScotts Miracle-Gro's domestic subsidiaries. We maintain the Fifth A&R Credit Agreement that provides senior secured loan facilities in the aggregate principal amount of$2,300.0 , comprised of a revolving credit facility of$1,500.0 and a term loan in the original principal amount of$800.0 (the "Fifth A&R Credit Facilities"). The Fifth A&R Credit Agreement is available for issuance of letters of credit up to$75.0 and will terminate onJuly 5, 2023 . 34 -------------------------------------------------------------------------------- Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) AtJanuary 1, 2022 , we had letters of credit outstanding in the aggregate principal amount of$19.9 and had$623.5 of borrowing availability under the Fifth A&R Credit Agreement. The weighted average interest rates on average borrowings under the Fifth A&R Credit Agreement were 1.8% and 2.1% for the three months endedJanuary 1, 2022 andJanuary 2, 2021 , respectively. The Fifth A&R Credit Agreement contains, among other obligations, an affirmative covenant regarding our leverage ratio on the last day of each quarter calculated as average total indebtedness, divided by our earnings before interest, taxes, depreciation and amortization ("EBITDA"), as adjusted pursuant to the terms of the Fifth A&R Credit Agreement ("Adjusted EBITDA"). The maximum leverage ratio is 4.50. Our leverage ratio was 3.32 atJanuary 1, 2022 . The Fifth A&R Credit Agreement also contains an affirmative covenant regarding our interest coverage ratio determined as of the end of each of our fiscal quarters. The interest coverage ratio is calculated as Adjusted EBITDA divided by interest expense, as described in the Fifth A&R Credit Agreement, and excludes costs related to refinancings. The minimum interest coverage ratio was 3.00 for the twelve months endedJanuary 1, 2022 . Our interest coverage ratio was 8.73 for the twelve months endedJanuary 1, 2022 . As ofJanuary 1, 2022 , we were in compliance with these financial covenants. The Fifth A&R Credit Agreement allows us to make unlimited restricted payments (as defined in the Fifth A&R Credit Agreement), including dividend payments on, and repurchases of, our Common Shares, as long as the leverage ratio resulting from the making of such restricted payments is 4.00 or less. Otherwise, we may make further restricted payments in an aggregate amount for each fiscal year not to exceed$225.0 . We continue to monitor our compliance with the leverage ratio, interest coverage ratio and other covenants contained in the Fifth A&R Credit Agreement and, based upon our current operating assumptions, we expect to remain in compliance with the permissible leverage ratio and interest coverage ratio throughout fiscal 2022. However, an unanticipated shortfall in earnings, an increase in net indebtedness or other factors could materially affect our ability to remain in compliance with the financial or other covenants of the Fifth A&R Credit Agreement, potentially causing us to have to seek an amendment or waiver from our lending group which could result in repricing of the Fifth A&R Credit Agreement. While we believe we have good relationships with our lending group, we can provide no assurance that such a request would result in a modified or replacement credit agreement on reasonable terms, if at all. Senior Notes OnDecember 15, 2016 , we issued$250.0 aggregate principal amount of 5.250% Senior Notes. The 5.250% Senior Notes represent general unsecured senior obligations and rank equal in right of payment with our existing and future unsecured senior debt. The 5.250% Senior Notes have interest payment dates ofJune 15 andDecember 15 of each year. Substantially all of our directly and indirectly owned domestic subsidiaries serve as guarantors of the 5.250% Senior Notes. OnOctober 22, 2019 , we issued$450.0 aggregate principal amount of 4.500% Senior Notes. The 4.500% Senior Notes represent general unsecured senior obligations and rank equal in right of payment with our existing and future unsecured senior debt. The 4.500% Senior Notes have interest payment dates ofApril 15 andOctober 15 of each year. All of our domestic subsidiaries that serve as guarantors of the 5.250% Senior Notes also serve as guarantors of the 4.500% Senior Notes. OnMarch 17, 2021 , we issued$500.0 aggregate principal amount of 4.000% Senior Notes. The 4.000% Senior Notes represent general unsecured senior obligations and rank equal in right of payment with our existing and future unsecured senior debt. The 4.000% Senior Notes have interest payment dates ofApril 1 andOctober 1 of each year. All of our domestic subsidiaries that serve as guarantors of the 5.250% Senior Notes also serve as guarantors of the 4.000% Senior Notes. OnAugust 13, 2021 , we issued$400.0 aggregate principal amount of 4.375% Senior Notes. The 4.375% Senior Notes represent general unsecured senior obligations and rank equal in right of payment with our existing and future unsecured senior debt. The 4.375% Senior Notes have interest payment dates ofFebruary 1 andAugust 1 of each year. All of our domestic subsidiaries that serve as guarantors of the 5.250% Senior Notes also serve as guarantors of the 4.375% Senior Notes. Receivables Facility We also maintain a Receivables Facility, under which we may sell a portfolio of available and eligible outstanding customer accounts receivable to the purchasers and simultaneously agree to repurchase the receivables on a weekly basis. The eligible accounts receivable consist of accounts receivable generated by sales to three specified customers. The eligible amount of customer accounts receivables which may be sold under the Receivables Facility is$400.0 and the commitment amount during the seasonal commitment period beginning onFebruary 25, 2022 and ending onJune 17, 2022 is$160.0 . The Receivables Facility expires onAugust 19, 2022 . We account for the sale of receivables under the Receivables Facility as short-term debt and continue to carry the receivables on our Condensed Consolidated Balance Sheets, primarily as a result of our requirement to repurchase receivables sold. As ofJanuary 1, 2022 andJanuary 2, 2021 , there were$94.0 and$136.0 , respectively, in borrowings on receivables 35 -------------------------------------------------------------------------------- Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) pledged as collateral under the Receivables Facility, and the carrying value of the receivables pledged as collateral was$104.4 and$151.1 , respectively. Interest Rate Swap Agreements We enter into interest rate swap agreements with major financial institutions that effectively convert a portion of our variable rate debt to a fixed rate. Interest payments made between the effective date and expiration date are hedged by the swap agreements. Swap agreements that were hedging interest payments as ofJanuary 1, 2022 ,January 2, 2021 andSeptember 30, 2021 had a maximum totalU.S. dollar equivalent notional amount of$600.0 . The notional amount, effective date, expiration date and rate of each of the swap agreements outstanding atJanuary 1, 2022 are shown in the table below: Notional Effective Expiration Fixed Amount Date (a) Date Rate 100 12/21/2020 6/20/2023 1.36 % 300 (b) 1/7/2021 6/7/2023 1.34 % 200 10/7/2021 6/7/2023 1.37 % 200 (b) 1/20/2022 6/20/2024 0.58 % 200 6/7/2023 6/8/2026 0.85 % (a)The effective date refers to the date on which interest payments are first hedged by the applicable swap agreement. (b)Notional amount adjusts in accordance with a specified seasonal schedule. This represents the maximum notional amount at any point in time. Availability and Use of Cash We believe that our cash flows from operations and borrowings under our agreements described herein will be sufficient to meet debt service, capital expenditures and working capital needs for the foreseeable future. However, we cannot ensure that our business will generate sufficient cash flow from operations or that future borrowings will be available under our borrowing agreements in amounts sufficient to pay indebtedness or fund other liquidity needs. Additionally, the extent to which the COVID-19 pandemic will ultimately impact our business, results of operations, financial condition and cash flows depends on future developments that are uncertain and difficult to predict. Actual results of operations will depend on numerous factors, many of which are beyond our control as further discussed in the 2021 Annual Report, under "ITEM 1A. RISK FACTORS - Risks Related to Our M&A, Lending and Financing Activities - Our indebtedness could limit our flexibility and adversely affect our financial condition" and "ITEM 1A. RISK FACTORS - Risks Related to Our Business - The effects of the ongoing coronavirus (COVID-19) pandemic and any possible recurrence of other similar types of pandemics, or any other widespread public health emergencies, could have a material adverse effect on our business, results of operations, financial condition and/or cash flows." Financial Disclosures About Guarantors and Issuers ofGuaranteed Securities The 5.250% Senior Notes, 4.500% Senior Notes, 4.000% Senior Notes and 4.375% Senior Notes (collectively, the "Senior Notes") were issued byScotts Miracle-Gro onDecember 15, 2016 ,October 22, 2019 ,March 17, 2021 andAugust 13, 2021 , respectively. The Senior Notes are guaranteed by certain consolidated domestic subsidiaries ofScotts Miracle-Gro (collectively, the "Guarantors") and, therefore, we report summarized financial information in accordance with SEC Regulation S-X, Rule 13-01, "Guarantors and Issuers of Guaranteed Securities Registered or Being Registered." The guarantees are "full and unconditional," as those terms are used in Regulation S-X, Rule 3-10(b)(3), except that a Guarantor's guarantee will be released in certain circumstances set forth in the indentures governing the Senior Notes, such as: (i) upon any sale or other disposition of all or substantially all of the assets of the Guarantor (including by way of merger or consolidation) to any person other thanScotts Miracle-Gro or any "restricted subsidiary" under the applicable indenture; (ii) if the Guarantor merges with and intoScotts Miracle-Gro , withScotts Miracle-Gro surviving such merger; (iii) if the Guarantor is designated an "unrestricted subsidiary" in accordance with the applicable indenture or otherwise ceases to be a "restricted subsidiary" (including by way of liquidation or dissolution) in a transaction permitted by such indenture; (iv) upon legal or covenant defeasance; (v) at the election ofScotts Miracle-Gro following the Guarantor's release as a guarantor under the Fifth A&R Credit Agreement, except a release by or as a result of the repayment of the Fifth A&R Credit Agreement; or (vi) if the Guarantor ceases to be a "restricted subsidiary" and the Guarantor is not otherwise required to provide a guarantee of the Senior Notes pursuant to the applicable indenture. Our foreign subsidiaries and certain of our domestic subsidiaries are not guarantors (collectively, the "Non-Guarantors") on the Senior Notes. Payments on the Senior Notes are only required to be made byScotts Miracle-Gro and the Guarantors. As 36 -------------------------------------------------------------------------------- Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) a result, no payments are required to be made from the assets of the Non-Guarantors, unless those assets are transferred by dividend or otherwise toScotts Miracle-Gro or a Guarantor. In the event of a bankruptcy, insolvency, liquidation or reorganization of any of the Non-Guarantors, holders of their indebtedness, including their trade creditors and other obligations, will be entitled to payment of their claims from the assets of the Non-Guarantors before any assets are made available for distribution toScotts Miracle-Gro or the Guarantors. As a result, the Senior Notes are effectively subordinated to all the liabilities of the Non-Guarantors. The guarantees may be subject to review under federal bankruptcy laws or relevant state fraudulent conveyance or fraudulent transfer laws. In certain circumstances, the court could void the guarantee, subordinate the amounts owing under the guarantee, or take other actions detrimental to the holders of the Senior Notes. As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or a valid antecedent debt is satisfied. A court would likely find that a Guarantor did not receive reasonably equivalent value or fair consideration for its guarantee to the extent such Guarantor did not obtain a reasonably equivalent benefit from the issuance of the Senior Notes. The measure of insolvency varies depending upon the law of the jurisdiction that is being applied. Regardless of the measure being applied, a court could determine that a Guarantor was insolvent on the date the guarantee was issued, so that payments to the holders of the Senior Notes would constitute a preference, fraudulent transfer or conveyances on other grounds. If a guarantee is voided as a fraudulent conveyance or is found to be unenforceable for any other reason, the holders of the Senior Notes will not have a claim against the Guarantor. Each guarantee contains a provision intended to limit the Guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent conveyance. However, there can be no assurance as to what standard a court will apply in making a determination of the maximum liability of each Guarantor. Moreover, this provision may not be effective to protect the guarantees from being voided under fraudulent conveyance laws. There is a possibility that the entire guarantee may be set aside, in which case the entire liability may be extinguished. The following tables present summarized financial information on a combined basis forScotts Miracle-Gro and the Guarantors. Transactions betweenScotts Miracle-Gro and the Guarantors have been eliminated and the summarized financial information does not reflect investments ofthe Scotts Miracle-Gro and the Guarantors in the Non-Guarantor subsidiaries. January 1, September 30,
2022 2021 Current assets$ 2,098.8 $ 1,834.8 Noncurrent assets (a) 2,652.1 2,484.5 Current liabilities 830.5 1,038.1 Noncurrent liabilities 3,427.7 2,611.8 (a)Includes amounts due from Non-Guarantor subsidiaries of$28.5 and$39.8 , respectively. Three Months Ended Year Ended January 1, September 30, 2022 2021 Net sales$ 510.8 $ 4,507.6 Gross profit 111.1 1,380.6 Income (loss) from continuing operations (a) (48.5) 510.9 Net income (loss) (48.5) 510.8 Net income (loss) attributable to controlling interest (48.5) 509.9 (a)Includes intercompany income from Non-Guarantor subsidiaries of$0.9 and$26.3 , respectively. Judicial and Administrative Proceedings We are party to various pending judicial and administrative proceedings arising in the ordinary course of business, including, among others, proceedings based on accidents or product liability claims and alleged violations of environmental laws. We have reviewed these pending judicial and administrative proceedings, including the probable outcomes, reasonably anticipated costs and expenses, and the availability and limits of our insurance coverage, and have established what we believe to be appropriate accruals. We believe that our assessment of contingencies is reasonable and that the related accruals, in the 37
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ContentsTHE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) aggregate, are adequate; however, there can be no assurance that future quarterly or annual operating results will not be materially affected by these proceedings, whether as a result of adverse outcomes or as a result of significant defense costs. Contractual Obligations Other than as disclosed in this Quarterly Report on Form 10-Q, there have been no material changes outside of the ordinary course of business in our outstanding contractual obligations since the end of fiscal 2021 and throughJanuary 1, 2022 . REGULATORY MATTERS We are subject to local, state, federal and foreign environmental protection laws and regulations with respect to our business operations and believe we are operating in substantial compliance with, or taking actions aimed at ensuring compliance with, such laws and regulations. We are involved in several legal actions with various governmental agencies related to environmental matters. While it is difficult to quantify the potential financial impact of actions involving these environmental matters, particularly remediation costs at waste disposal sites and future capital expenditures for environmental control equipment, in the opinion of management, the ultimate liability arising from such environmental matters, taking into account established accruals, is not expected to have a material effect on our financial condition, results of operations or cash flows. However, there can be no assurance that the resolution of these matters will not materially affect our future quarterly or annual results of operations, financial condition or cash flows. Additional information on environmental matters affecting us is provided in the 2021 Annual Report, under "ITEM 1. BUSINESS - Regulatory Considerations" and "ITEM 3. LEGAL PROCEEDINGS." CRITICAL ACCOUNTING POLICIES AND ESTIMATES The preparation of financial statements requires management to use judgment and make estimates that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. We evaluate our estimates on an ongoing basis. By their nature, these judgments are subject to uncertainty. We base our estimates on historical experience and on various other sources that we believe to be reasonable under the circumstances. Certain accounting policies are particularly significant, including those related to revenue recognition, income taxes and goodwill and intangible assets. Our critical accounting policies are reviewed periodically with the Audit Committee of the Board of Directors ofScotts Miracle-Gro . Our critical accounting policies and estimates have not changed materially from those disclosed in the 2021 Annual Report.
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