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ScottsMiracle-Gro Announces Record Sales for Fiscal 2009; Provides Sales and EPS Guidance for Fiscal 2010

MARYSVILLE, Ohio, Nov. 5 /PRNewswire-FirstCall/ --

    --  Full-year sales grew 5% to record $3.14 billion; fourth quarter sales up
        7%
    --  Sales in the U.S. grew 15% for 2009, in line with consumer purchases at
        retail
    --  Adjusted full- year earnings: $2.46 per share; GAAP earnings: $2.32 per
        share
    --  Full-year adjusted gross margin rate improved 210 basis points

    --  Free cash flow of $189 million

The Scotts Miracle-Gro Company (NYSE: SMG), the world's leading marketer of branded consumer lawn and garden products, today announced that company-wide sales in fiscal 2009 increased 5 percent to a record $3.14 billion, driven by continued strength in the core U.S. consumer business.

Adjusted net income for fiscal 2009 - which excludes the impact of product registration and recall costs, as well as charges associated with the Smith & Hawken closure process - was $162.6 million, or $2.46 per share, better than the Company's previous guidance. Using generally accepted accounting principles (GAAP), the Company posted net income for the year of $153.3 million, or $2.32 per share, compared with a net loss of $10.9 million, or $0.17 per share, in fiscal 2008.

The full-year results included company-wide sales growth of 7 percent in the fourth quarter, driven by 14 percent growth in the U.S. consumer business. The adjusted seasonal net loss for the quarter was $21.5 million, or $0.33 per share, compared with a net loss of $17.5 million, or $0.27 per share, for the same period last year.

"We started the lawn and garden season with momentum and never lost it, allowing us to deliver strong results for fiscal 2009," said Jim Hagedorn, chairman and chief executive officer. "We're obviously pleased with our results, which validate the resilience of the lawn and garden category and the strength of our brands with our consumers and our retail partners. Consumer purchases of our products at our largest U.S. retailers grew 15 percent for the year, with double-digit improvements in 46 states."

The Company said its initial guidance for fiscal 2010 assumes sales growth of 3 to 5 percent and net income in a range of $3.00 to $3.10 per share. The forecast excludes the impact of product recall and registration issues and includes an expected benefit of $0.15 per share due to the elimination of losses from Smith & Hawken, which will be reported as a discontinued operation beginning in the first fiscal quarter.

FOURTH QUARTER RESULTS

Company-wide sales for the quarter ended September 30 were $583.4 million, an increase of 7 percent from the same period a year ago. Global Consumer sales increased 11 percent to $364.4 million from $328.9 million for the same period a year ago. Excluding the impact of foreign exchange, Global Consumer sales increased 12 percent, with sales in North America increasing 13 percent and sales in Europe growing 6 percent.

"The strength of our core consumer business continued all the way through to the end of the fiscal year," Hagedorn said. "We believe our late season investment in marketing, along with continued support from our retail partners, helped to drive the sale of fall products. Continued growth of our fall season products will be a key to our long-term success."

Scotts LawnService reported sales of $80.5 million, down 10 percent from the comparable quarter in 2008. Global Professional sales declined by 12 percent to $77.7 million. Excluding the impact of changes in foreign currency, sales declined 9 percent. Smith & Hawken reported sales of $61.0 million, compared with $37.6 million last year.

On an adjusted basis, company-wide gross margin increased to 28.8 percent in the quarter, compared with 26 percent a year earlier. Selling, general and administrative expenses (SG&A) were $191.1 million, up from $158.0 million a year earlier. The increase was driven by higher investments in sales and marketing, as well as increased variable compensation tied to the Company's strong results. Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) were a loss of $9.1 million, compared with a loss of $9.3 million a year ago.

FULL-YEAR RESULTS

Company-wide sales for the year improved 5 percent to a record $3.14 billion. Excluding the impact of foreign exchange, sales increased 9 percent.

Global Consumer sales increased 10 percent to $2.46 billion and improved by 14 percent, when excluding the impact of foreign currency. Scotts LawnService sales decreased 7 percent to $230.8 million. Global Professional sales were $293.1 million, compared with $348.8 million for the same period last year. Excluding the impact of foreign exchange, Global Professional sales declined 6 percent. Smith & Hawken reported $160.8 million in sales, an increase of 1 percent.

Excluding the impact of product recalls, registration matters, and the Smith & Hawken closure process, the company-wide gross margin rate improved 210 basis points to 35.2 percent, driven by pricing, net of commodity cost increases, supply chain improvements and favorable product mix. SG&A increased 11 percent for the year to $799.2 million.

"Our strong improvement in the gross margin rate is an important first step in getting back to the historic levels we were reporting prior to the dramatic volatility in the commodity environment," said Dave Evans, chief financial officer. "Further improving our gross margin rate will remain an area of focus for us over the next several years and is critical in allowing us to make the investments necessary to continue driving category growth."

Operating income for the Company was $267.1 million. When excluding the impact of product registration and recall costs, as well as charges associated with the Smith & Hawken closure, adjusted company-wide operating income was $310.4 million. Operating income on a segment basis is as follows: Global Consumer, $429.3 million; Scotts LawnService, $19.0 million; and Global Professional, $19.4 million.

Adjusted EBITDA increased 10 percent to $350.5 million. Adjusted net income was $162.6 million, or $2.46 per share, compared with $134.1 million, or $2.05 per share a year earlier. Net income on a GAAP basis was $153.3 million, or $2.32 per share, compared with a net loss of $10.9 million, or $0.17 per share, in 2008.

The adjusted results for 2009 exclude $28.6 million of costs associated with product recalls and registration matters and $14.7 million of charges associated with the closure of Smith & Hawken. The adjusted results for 2008 exclude $51.1 million related to costs associated with product recalls and registration issues as well as non-cash impairment charges of $136.8 million.

The Company reported $189 million in free cash flow, which is defined as cash provided by operating activities, as defined by GAAP, less capital expenditures.

The Company will discuss its fourth quarter and full-year results 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 more than $3 billion in worldwide sales and more than 8,000 associates, 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®, Miracle-Gro®, Ortho® brands are market-leading in their categories, as is the consumer Roundup® 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®, the second largest residential lawn care service business. In Europe, the Company's brands include Weedol®, Pathclear®, Evergreen®, Levington®, Miracle-Gro®, KB®, Fertiligene® and Substral®. 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, and the Company's assumptions regarding such performance and plans 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:

    --  Adverse weather conditions could adversely affect the Company's sales
        and financial results;
    --  Failure to remain in compliance with the Company's debt covenants could
        result in the acceleration of the indebtedness, increase the Company's
        interest expense and harm the Company's ability to obtain additional
        credit or maintain its existing credit without significant costs, and
        therefore, could adversely affect the Company's liquidity and financial
        health;
    --  Public perceptions regarding the safety of the Company's products,
        and/or compliance with heightened environmental and other public health
        regulations, could increase the Company's cost of doing business and/or
        negatively impact sales;
    --  Costs associated with the Company's previously announced product recalls
        and product registration issues and the corresponding governmental
        investigation, including legal expenses, and potential fines, penalties
        and/or judgments could adversely affect the Company's financial results;
    --  The loss of one or more of the Company's top customers could adversely
        affect the Company's financial results because of the concentration of
        the Company's sales with a small number of retail customers;

    --  The Company's international operations make the Company susceptible to
        fluctuations in currency exchange rates and to the costs of
        international regulation, which could adversely affect the Company's
        financial results.

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 Twelve Months
                 Ended September 30, 2009 and September 30, 2008
                      (in millions, except per share data)
                                   (Unaudited)
                   Note: See Accompanying Footnotes on Page 12

                                              Three Months Ended
                                        September 30,  September 30,    %
                            Footnotes           2009           2008  Change
                            ---------           ----           ----  ------

    Net sales                                 $583.4         $544.2       7%
    Cost of sales                              415.2          403.0
    Cost of sales -
     impairment,
     restructuring and
     other charges                               3.9           15.1
    Cost of sales - product
     registration and
     recall matters                              4.6            4.4
                                                 ---            ---

    Gross profit                               159.7          121.7      31%
    % of sales                                  27.4%          22.4%

    Operating expenses:
      Selling, general and
       administrative                          191.1          158.0      21%
      Product registration
       and recall matters                        2.0            5.9
      Impairment, restructuring
       and other charges                         8.1           (1.6)
      Other income, net                          1.2           (0.8)
                                                 ---           ----

    Total operating expenses                   202.4          161.5      25%
                                               -----          -----

    Income (loss) from operations              (42.7)         (39.8)      7%
    % of sales                                  -7.3%          -7.3%

    Interest expense                            10.5           17.6
                                                ----           ----

    Income (loss) before taxes                 (53.2)         (57.4)

    Income tax expense
     (benefit)                                 (38.3)         (22.7)
                                               -----          -----

    Net income (loss)                         $(14.9)        $(34.7)
                                              ======         ======

    Basic income
     (loss) per share              (1)        $(0.23)        $(0.54)
                                              ======         ======

    Diluted income
     (loss) per share              (2)        $(0.23)        $(0.54)
                                              ======         ======

    Common shares used in basic
     income (loss) per share
     calculation                                65.3           64.7
                                                ====           ====

    Common shares and potential
     common shares used in diluted
     income (loss) per share
     calculation                                65.3           64.7
                                                ====           ====

    Results of operations
     excluding impairment,
     restructuring and other
     charges and product
     registration
     and recall matters:

    Adjusted net income (loss)     (4)        $(21.5)        $(17.5)     23%
                                              ======         ======

    Adjusted diluted income
     (loss) per share          (2) (4)        $(0.33)        $(0.27)     22%
                                              ======         ======

    Adjusted EBITDA            (3) (4)         $(9.1)         $(9.3)     -2%
                                               =====          =====



                                           Twelve Months Ended
                                        September 30,  September 30,   %
                            Footnotes           2009           2008  Change
                            ---------           ----           ----  ------

    Net sales                               $3,141.5       $2,981.8       5%
    Cost of sales                            2,034.2        1,999.9
    Cost of sales -
     impairment,
     restructuring and
     other charges                               6.6           15.1
    Cost of sales -
     product registration
     and recall matters                         11.7           27.2
                                                ----           ----

    Gross profit                             1,089.0          939.6      16%
    % of sales                                  34.7%          31.5%

    Operating expenses:
      Selling, general
       and administrative                      799.2          717.6      11%
      Product registration and
       recall matters                           16.8           12.7
      Impairment, restructuring
       and other charges                         8.1          121.7
      Other income, net                         (2.2)         (10.4)
                                                ----          -----

    Total operating expenses                   821.9          841.6      -2%
                                               -----          -----

    Income (loss) from operations              267.1           98.0     173%
    % of sales                                   8.5%           3.3%

    Interest expense                            56.4           82.2
                                                ----           ----

    Income (loss) before taxes                 210.7           15.8

    Income tax expense (benefit)                57.4           26.7
                                                ----           ---

    Net income (loss)                         $153.3         $(10.9)
                                              ======         ======

    Basic income (loss)
     per share                     (1)         $2.36         $(0.17)
                                               =====         ======

    Diluted income (loss)
     per share                     (2)         $2.32         $(0.17)
                                               =====         ======

    Common shares used in
     basic income (loss) per
     share calculation                          65.0           64.5
                                                ====           ====

    Common shares and potential
     common shares used in diluted
     income (loss) per share
     calculation                                66.1           64.5
                                                ====           ====

    Results of operations
     excluding impairment,
     restructuring and other
     charges and product
     registration and recall
     matters:

    Adjusted net income (loss)     (4)        $162.6         $134.1      21%
                                              ======         ======

    Adjusted diluted income
     (loss) per share          (2) (4)         $2.46          $2.05      20%
                                               =====          =====

    Adjusted EBITDA            (3) (4)       $350.5         $318.4      10%
                                             ======         ======


                    THE SCOTTS MIRACLE-GRO COMPANY
         Net Sales by Segment for the Three and Twelve Months
            Ended September 30, 2009 and September 30, 2008
                             (in millions)
                              (Unaudited)


                                 Three Months Ended
                           September 30,   September 30,
                                    2009            2008 % Change
                                    ----            ---- --------

    Global Consumer               $364.4          $328.9       11%

    Global Professional             77.7            88.2      -12%

    Scotts LawnService(R)           80.5            89.7      -10%

    Corporate & Other               60.8            37.4       63%
                                    ----            ----

    Consolidated                  $583.4          $544.2        7%
                                  ======          ======



                                Twelve Months Ended
                           September 30,   September 30,
                                    2009            2008 % Change
                                    ----            ---- --------

    Global Consumer             $2,457.6        $2,227.8       10%

    Global Professional            293.1           348.8      -16%

    Scotts LawnService(R)          230.8           247.4       -7%

    Corporate & Other              160.0           157.8        1%
                                   -----           -----

    Consolidated                $3,141.5        $2,981.8        5%
                                ========        ========



                        THE SCOTTS MIRACLE-GRO COMPANY
                          Consolidated Balance Sheets
                   September 30, 2009 and September 30, 2008
                                 (in millions)
                                  (Unaudited)


                                               September 30, September 30,
                                                        2009          2008
                                                        ----          ----

    ASSETS
      Current assets
        Cash and cash equivalents                      $71.6         $84.7
        Accounts receivable, net                       401.3         406.4
        Inventories, net                               458.9         415.9
        Prepaids and other current assets              159.1         137.9
                                                       -----         -----

          Total current assets                       1,090.9       1,044.9

      Property, plant and equipment, net               369.7         344.1
      Goodwill, net                                    375.2         377.7
      Other intangible assets, net                     364.2         367.2
      Other assets                                      20.1          22.4
                                                        ----          ----

          Total assets                              $2,220.1      $2,156.3
                                                    ========      ========


    LIABILITIES AND SHAREHOLDERS' EQUITY
      Current liabilities
        Current portion of debt                       $160.4        $150.0
        Accounts payable                               190.0         207.6
        Other current liabilities                      412.6         320.5
                                                       -----         -----

          Total current liabilities                    763.0         678.1

      Long-term debt                                   649.7         849.5
      Other liabilities                                222.9         192.0
                                                       -----         -----

          Total liabilities                          1,635.6       1,719.6

      Shareholders' equity                             584.5         436.7
                                                       -----         -----

          Total liabilities and shareholders'
           equity                                   $2,220.1      $2,156.3
                                                    ========      ========



                         THE SCOTTS MIRACLE-GRO COMPANY
            Reconciliation of Non-GAAP Disclosure Items for the Three
             Months Ended September 30, 2009 and September 30, 2008
                      (in millions, except per share data)
                                   (Unaudited)
        Note:  See Notes 3 and 4 to the Accompanying Footnotes on Page 12

                                  Three Months Ended September 30, 2009

                                           Product      Smith &
                                        Registration   Hawken(R)
                                 As       and Recall     Closure
                              Reported       Matters      Process  Adjusted
                              --------     ----------    --------  --------
    Net sales                   $583.4             $-          $-    $583.4
    Cost of sales                415.2              -           -     415.2
    Cost of sales -
     impairment,
     restructuring and other
     charges                       3.9              -         3.9         -
    Cost of sales - product
     registration and recall
     matters                       4.6            4.6           -         -
                                   ---            ---         ---       ---

    Gross profit                 159.7           (4.6)       (3.9)    168.2
    % of sales                    27.4%                                28.8%

    Operating expenses:
      Selling, general and
       administrative            191.1              -           -     191.1
      Product registration
       and recall matters          2.0            2.0           -         -
      Impairment,
       restructuring and
       other charges               8.1              -         8.1         -
      Other income, net            1.2              -           -       1.2
                                   ---              -           -       ---

    Total operating expenses     202.4            2.0         8.1     192.3
                                 -----            ---         ---     -----

    Loss from operations         (42.7)          (6.6)      (12.0)    (24.1)
    % of sales                    -7.3%                                -4.1%

    Interest expense              10.5              -           -      10.5
                                  ----            ---         ---      ----

    Loss before taxes            (53.2)          (6.6)      (12.0)    (34.6)

    Income tax expense
     (benefit)                   (38.3)          (2.4)      (22.8)    (13.1)
                                 -----           ----       -----     -----

    Net income (loss)           $(14.9)         $(4.2)      $10.8    $(21.5)
                                ======          =====       =====    ======

    Basic income (loss) per
     share                      $(0.23)        $(0.06)      $0.17    $(0.33)
                                ======         ======       =====    ======

    Diluted income (loss)
     per share                  $(0.23)        $(0.06)      $0.17    $(0.33)
                                ------         ------       -----    ------

    Common shares used in
     basic income (loss)
     per share calculation        65.3           65.3        65.3      65.3
                                  ====           ====        ====      ====

    Common shares and
     potential common shares
     used in diluted income
     (loss) per share
     calculation                  65.3           65.3        65.3      65.3
                                  ====           ====        ====      ====



       Net loss                 $(14.9)
       Income tax benefit        (38.3)
       Interest expense           10.5
       Depreciation               12.9
       Amortization, including
        marketing fees             3.0
       Product registration and
        recall matters, non-cash
        portion                    0.3
       Smith & Hawken closure
        process, non-cash
        portion                   10.0
       Impairment of assets          -
       Other non-cash
        adjustments                7.4
                                   ---

    Adjusted EBITDA              $(9.1)
                                 =====



                                  Three Months Ended September 30, 2008

                                            Product
                                         Registration
                                 As       and Recall
                              Reported       Matters   Impairment  Adjusted
                              --------      ---------  ----------  --------
    Net sales                   $544.2           $1.9          $-    $542.3
    Cost of sales                403.0            1.7           -     401.3
    Cost of sales -
     impairment,
     restructuring and other
     charges                      15.1              -        15.1         -
    Cost of sales - product
     registration and recall
     matters                       4.4            4.4           -         -
                                   ---            ---         ---       ---

    Gross profit                 121.7           (4.2)      (15.1)    141.0
    % of sales                    22.4%                                26.0%

    Operating expenses:
      Selling, general and
       administrative            158.0              -           -     158.0
      Product registration
       and recall matters          5.9            5.9           -         -
      Impairment,
       restructuring and
       other charges              (1.6)             -        (1.6)        -
      Other income, net           (0.8)             -           -      (0.8)
                                  ----            ---         ---      ----

    Total operating expenses     161.5            5.9        (1.6)    157.2
                                 -----            ---        ----     -----

    Loss from operations         (39.8)         (10.1)      (13.5)    (16.2)
    % of sales                    -7.3%                                -3.0%

    Interest expense              17.6              -           -      17.6
                                  ----            ---         ---      ----

    Loss before taxes            (57.4)         (10.1)      (13.5)    (33.8)

    Income tax expense
     (benefit)                   (22.7)         (17.9)       11.5     (16.3)
                                 -----          -----        ----     -----

    Net income (loss)           $(34.7)          $7.8      $(25.0)   $(17.5)
                                ======           ====      ======    ======

    Basic income (loss) per
     share                      $(0.54)         $0.12      $(0.39)   $(0.27)
                                ======          =====      ======    ======

    Diluted income (loss)
     per share                  $(0.54)         $0.12      $(0.39)   $(0.27)
                                ------          -----      ------    ------

    Common shares used in
     basic income (loss)
     per share calculation        64.7           64.7        64.7      64.7
                                  ====           ====        ====      ====

    Common shares and
     potential common shares
     used in diluted income
     (loss) per share
     calculation                  64.7           64.7        64.7      64.7
                                  ====           ====        ====      ====



       Net loss                 $(34.7)
       Income tax benefit        (22.7)
       Interest expense           17.6
       Depreciation               13.8
       Amortization, including
        marketing fees             3.6
       Product registration and
        recall matters, non-cash
        portion                   (0.4)
       Smith & Hawken closure
        process, non-cash
        portion                      -
       Impairment of assets       13.5
       Other non-cash
        adjustments                  -
                                     -

    Adjusted EBITDA              $(9.3)
                                 =====



                          THE SCOTTS MIRACLE-GRO COMPANY
            Reconciliation of Non-GAAP Disclosure Items for the Twelve
              Months Ended September 30, 2009 and September 30, 2008
                       (in millions, except per share data)
                                    (Unaudited)
         Note:  See Notes 3 and 4 to the Accompanying Footnotes on Page 12

                                   Twelve Months Ended September 30, 2009

                                            Product       Smith &
                                         Registration   Hawken(R)
                                  As      and Recall      Closure
                               Reported     Matters       Process    Adjusted
                               --------  -------------  -----------  --------
    Net sales                  $3,141.5          $(0.3)          $-  $3,141.8
    Cost of sales               2,034.2           (0.2)           -   2,034.4
    Cost of sales -
     impairment, restructuring
     and other charges              6.6              -          6.6         -
    Cost of sales - product
     registration and recall
     matters                       11.7           11.7            -         -
                                   ----           ----          ---       ---

    Gross profit                1,089.0          (11.8)        (6.6)  1,107.4
    % of sales                     34.7%                                 35.2%

    Operating expenses:
      Selling, general and
       administrative             799.2              -            -     799.2
      Product registration
       and recall matters          16.8           16.8            -         -
      Impairment,
       restructuring and other
       charges                      8.1              -          8.1         -
      Other income, net            (2.2)             -            -      (2.2)
                                   ----            ---          ---      ----

    Total operating expenses      821.9           16.8          8.1     797.0
                                  -----           ----          ---     -----

    Income (loss) from
     operations                   267.1          (28.6)       (14.7)    310.4
    % of sales                      8.5%                                  9.9%

    Interest expense               56.4              -            -      56.4
                                   ----            ---          ---      ----

    Income (loss) before taxes    210.7          (28.6)       (14.7)    254.0

    Income tax expense
     (benefit)                     57.4          (10.3)       (23.7)     91.4
                                   ----          -----        -----      ----

    Net income (loss)            $153.3         $(18.3)        $9.0    $162.6
                                 ======         ======         ====    ======

    Basic income (loss) per
     share                        $2.36         $(0.28)       $0.14     $2.50
                                  =====         ======        =====     =====

    Diluted income (loss) per
     share                        $2.32         $(0.28)       $0.14     $2.46
                                  -----         ------        -----     -----

    Common shares used in
     basic income (loss) per
     share calculation             65.0           65.0         65.0      65.0
                                   ====           ====         ====      ====

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



       Net income (loss)         $153.3
       Income tax expense          57.4
       Interest expense            56.4
       Depreciation                47.9
       Amortization, including
        marketing fees             12.5
       Product registration and
        recall matters, non-cash
        portion                     2.9
       Smith & Hawken closure
        process, non-cash
        portion                    12.7
       Impairment of assets           -
       Other non-cash
        adjustments                 7.4
                                    ---

    Adjusted EBITDA              $350.5
                                 ======



       Net income (loss)         $153.3
       Depreciation                47.9
       Amortization, including
        marketing fees             12.5
       Impairment and other         5.1
       Stock-based
        compensation               14.5
       Changes in working
        capital and other          31.3
       Investment in property,
        plant and equipment       (72.0)
       Investment in
        intellectual property      (3.4)
                                   ----

    Free cash flow               $189.2
                                 ======



                                   Twelve Months Ended September 30, 2008

                                            Product
                                         Registration
                                  As      and Recall
                               Reported     Matters      Impairment  Adjusted
                               --------  -------------   ----------  --------
    Net sales                  $2,981.8         $(22.3)          $-  $3,004.1
    Cost of sales               1,999.9          (11.1)           -   2,011.0
    Cost of sales -
     impairment, restructuring
     and other charges             15.1              -         15.1         -
    Cost of sales - product
     registration and recall
     matters                       27.2           27.2            -         -
                                   ----           ----          ---       ---

    Gross profit                  939.6          (38.4)       (15.1)    993.1
    % of sales                     31.5%                                 33.1%

    Operating expenses:
      Selling, general and
       administrative             717.6              -            -     717.6
      Product registration
       and recall matters          12.7           12.7            -         -
      Impairment,
       restructuring and other
       charges                    121.7              -        121.7         -
      Other income, net           (10.4)             -            -     (10.4)
                                  -----            ---          ---     -----

    Total operating expenses      841.6           12.7        121.7     707.2
                                  -----           ----        -----     -----

    Income (loss) from
     operations                    98.0          (51.1)      (136.8)    285.9
    % of sales                      3.3%                                  9.5%

    Interest expense               82.2              -            -      82.2
                                   ----            ---          ---      ----

    Income (loss) before taxes     15.8          (51.1)      (136.8)    203.7

    Income tax expense
     (benefit)                     26.7          (17.9)       (25.0)     69.6
                                   ----          -----        -----      ----

    Net income (loss)            $(10.9)        $(33.2)     $(111.8)   $134.1
                                 ======         ======      =======    ======

    Basic income (loss) per
     share                       $(0.17)        $(0.52)      $(1.73)    $2.08
                                 ======         ======       ======     =====

    Diluted income (loss) per
     share                       $(0.17)        $(0.52)      $(1.73)    $2.05
                                 ------         ------       ------     -----

    Common shares used in
     basic income (loss) per
     share calculation             64.5           64.5         64.5      64.5
                                   ====           ====         ====      ====

    Common shares and potential
     common shares used in
     diluted income (loss)
     per share calculation         64.5           64.5         64.5      65.4
                                   ====           ====         ====      ====



       Net income (loss)         $(10.9)
       Income tax expense          26.7
       Interest expense            82.2
       Depreciation                53.9
       Amortization, including
        marketing fees             16.4
       Product registration and
        recall matters, non-cash
        portion                    13.3
       Smith & Hawken closure
        process, non-cash
        portion                       -
       Impairment of assets       136.8
       Other non-cash
        adjustments                   -
                                    ---

    Adjusted EBITDA              $318.4
                                 ======



       Net income (loss)         $(10.9)
       Depreciation                53.9
       Amortization, including
        marketing fees             16.4
       Impairment and other       136.8
       Stock-based
        compensation               12.5
       Changes in working
        capital and other          (7.8)
       Investment in property,
        plant and equipment       (56.1)
       Investment in
        intellectual property      (4.1)
                                   ----

    Free cash flow               $140.7
                                 ======



                              THE SCOTTS MIRACLE-GRO COMPANY
               Operating Income by Segment for the Three and Twelve Months
                     Ended September 30, 2009 and September 30, 2008
                           (in millions, except per share data)
                                       (Unaudited)


    The Company is divided into the following reportable segments: Global
    Consumer, Global Professional, Scotts LawnService® and Corporate & Other.
    The Corporate & Other segment consists of Smith & Hawken® and corporate
    general and administrative expenses. Segment performance is evaluated
    based on several factors, including income from 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.


                       Three Months Ended         Twelve Months Ended
                      September  September    %    September  September   %
                      30, 2009   30, 2008  Change  30, 2009   30, 2008  Change
                      --------   --------  ------  --------   --------  ------

    Global Consumer       $0.4      $(4.7)   109%    $429.3     $344.5     25%
    Global
     Professional         (7.8)      (0.9)  -767%      19.4       33.7    -43%
    Scotts
     LawnService(R)       21.3       20.8      3%      19.0       11.3     68%
    Corporate and
     Other               (35.0)     (27.8)   -26%    (144.8)     (87.2)   -66%
                         -----      -----            ------      -----

        Segment total    (21.1)     (12.6)   -67%     322.9      302.3      7%

    Roundup(R)
     amortization         (0.2)      (0.2)             (0.8)      (0.8)
    Other
     amortization         (2.8)      (3.4)            (11.7)     (15.6)
    Product
     registration
     and recall
     matters              (6.6)     (10.1)            (28.6)     (51.1)
    Impairment of
     assets                  -      (13.5)                -     (136.8)
    Smith & Hawken(R)
     closure process     (12.0)         -             (14.7)         -
                         -----        ---             -----        ---

         Consolidated   $(42.7)    $(39.8)           $267.1      $98.0
                        ======     ======            ======      =====



                             THE SCOTTS MIRACLE-GRO COMPANY
                     Footnotes to Preceding Financial Statements



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


    (1)  Basic income (loss) per common share is calculated by dividing net
         income by average common shares outstanding during the period.

    (2)  Diluted income (loss) per share is calculated by dividing net income
         (loss) by the average common shares and dilutive potential common
         shares (common stock options, stock appreciation rights, restricted
         stock and restricted stock units) outstanding during the period.

    (3)  "Adjusted EBITDA" is defined as net income (loss) before interest,
         taxes, depreciation and amortization as well as certain other items
         such as the impact of discontinued operations, 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 as an indicator of operating
         performance or to cash flow as a measure of liquidity.

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

         Adjusted net income (loss) and adjusted diluted income (loss) per
         share -These measures exclude charges or credits relating to
         refinancings, impairments, restructurings, product registration and
         recall matters, 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.

         Free cash flow - This annual measure is often used by analysts and
         creditors as a measure of a company's ability to service debt,
         reinvest in the business beyond normal capital expenditures, and
         return cash to shareholders.  Free cash flow is equivalent to cash
         provided by operating activities as defined by generally accepted
         accounting principles less capital expenditures.

         The Company believes that the disclosure of these non-GAAP financial
         measures provides useful information to investors or other users of
         the financial statements, such as lenders.

SOURCE The Scotts Miracle-Gro Company

Jim King, Senior Vice President, Investor Relations and Corporate Affairs, The Scotts Miracle-Gro Company, +1-937-578-5622