FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTORS | 6 Months Ended |
Mar. 28, 2015 |
Condensed Financial Information of Parent Subsidiary Guarantors and Subsidiary Non Guarantors [Abstract] | |
FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTORS | FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTORS |
The 6.625% Senior Notes were issued on December 16, 2010 and are guaranteed by certain of the Company's domestic subsidiaries and, therefore, the Company reports condensed consolidating financial information in accordance with SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered. On January 15, 2014, the Company redeemed all of its outstanding $200 million aggregate principal amount of 7.25% Senior Notes which were previously guaranteed by certain of its domestic subsidiaries. The guarantees are “full and unconditional,” as those terms are used in Regulation S-X Rule 3-10, except that a subsidiary’s guarantee will be automatically released in certain customary circumstances, such as (1) upon any sale or other disposition of all or substantially all of the assets of the subsidiary (including by way of merger or consolidation) to any person other than Scotts Miracle-Gro or any “restricted subsidiary” under the applicable indenture; (2) if the subsidiary merges with and into Scotts Miracle-Gro, with Scotts Miracle-Gro surviving such merger; (3) if the subsidiary 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; (4) upon legal or covenant defeasance; (5) upon satisfaction and discharge of the 6.625% Senior Notes; or (6) if the subsidiary ceases to be a “wholly owned restricted subsidiary” and the subsidiary is not otherwise required to provide a guarantee of the 6.625% Senior Notes pursuant to the applicable indenture. The Hawthorne Gardening Company and Hawthorne Hydroponics LLC were added as guarantors effective in the three month period ending March 28, 2015 and all periods presented. The following 100% directly or indirectly owned subsidiaries fully and unconditionally guarantee at March 28, 2015 the 6.625% Senior Notes on a joint and several basis: EG Systems, Inc.; Gutwein & Co., Inc.; Hyponex Corporation; Miracle-Gro Lawn Products, Inc.; OMS Investments, Inc.; Rod McLellan Company; Sanford Scientific, Inc.; Scotts Temecula Operations, LLC; Scotts Manufacturing Company; Scotts Products Co.; Scotts Professional Products Co.; Scotts-Sierra Investments LLC; SMG Growing Media, Inc.; Swiss Farms Products, Inc.; SMGM LLC; SLS Franchise Systems LLC; The Scotts Company LLC; The Hawthorne Gardening Company; and Hawthorne Hydroponics LLC (collectively, the “Guarantors”). |
The following information presents Condensed Consolidating Statements of Operations for the three and six months ended March 28, 2015 and March 29, 2014, Condensed Consolidating Statements of Comprehensive Income (Loss) for the three and six months ended March 28, 2015 and March 29, 2014, Condensed Consolidating Statements of Cash Flows for the six months ended March 28, 2015 and March 29, 2014, and Condensed Consolidating Balance Sheets as of March 28, 2015, March 29, 2014 and September 30, 2014. The condensed consolidating financial information presents, in separate columns, financial information for: Scotts Miracle-Gro on a Parent-only basis, carrying its investment in subsidiaries under the equity method; Guarantors on a combined basis, carrying their investments in subsidiaries which do not guarantee the debt (collectively, the “Non-Guarantors”) under the equity method; Non-Guarantors on a combined basis; and eliminating entries. The eliminating entries primarily reflect intercompany transactions, such as interest expense, accounts receivable and payable, short and long-term debt, and the elimination of equity investments, return on investments and income in subsidiaries. Because the Parent is obligated to pay the unpaid principal amount and interest on all amounts borrowed by the Guarantors or Non-Guarantors under the credit facility (and was obligated to pay the unpaid principal amount and interest on all amounts borrowed by the Guarantors and Non-Guarantors under the previous senior secured five-year revolving loan facility), the borrowings and related interest expense for the loans outstanding of the Guarantors and Non-Guarantors are also presented in the accompanying Parent-only financial information, and are then eliminated. Included in the Parent Condensed Consolidating Statement of Cash Flow for March 28, 2015 and March 29, 2014, respectively are $76.3 million and $128.6 million of dividends paid by the Guarantors to the Parent representing return on investments and as such are classified within cash flows from operating activities. |
THE SCOTTS MIRACLE-GRO COMPANY |
Condensed Consolidating Statement of Operations |
for the three months ended March 28, 2015 |
(In millions) |
(Unaudited) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Subsidiary | | Non- | | Eliminations/Consolidations | | Consolidated |
Guarantors | Guarantors |
Net sales | $ | — | | | $ | 930.9 | | | $ | 171.4 | | | $ | — | | | $ | 1,102.30 | |
|
Cost of sales | — | | | 553.3 | | | 115.5 | | | — | | | 668.8 | |
|
Cost of sales—impairment, restructuring and other | — | | | — | | | 0.2 | | | — | | | 0.2 | |
|
Gross profit | — | | | 377.6 | | | 55.7 | | | — | | | 433.3 | |
|
Operating expenses: | | | | | | | | | |
Selling, general and administrative | — | | | 183.3 | | | 36 | | | 0.4 | | | 219.7 | |
|
Impairment, restructuring and other | — | | | 2.4 | | | 2.5 | | | — | | | 4.9 | |
|
Other income, net | — | | | (0.8 | ) | | 0.2 | | | — | | | (0.6 | ) |
|
Income from operations | — | | | 192.7 | | | 17 | | | (0.4 | ) | | 209.3 | |
|
Equity income in subsidiaries | (128.9 | ) | | (6.4 | ) | | — | | | 135.3 | | | — | |
|
Other non-operating income | (9.5 | ) | | — | | | (5.6 | ) | | 15.1 | | | — | |
|
Interest expense | 16.3 | | | 13.4 | | | 0.4 | | | (15.1 | ) | | 15 | |
|
Income from continuing operations before income taxes | 122.1 | | | 185.7 | | | 22.2 | | | (135.7 | ) | | 194.3 | |
|
Income tax (benefit) expense from continuing operations | (2.5 | ) | | 64.5 | | | 8 | | | — | | | 70 | |
|
Income from continuing operations | 124.6 | | | 121.2 | | | 14.2 | | | (135.7 | ) | | 124.3 | |
|
Income from discontinued operations, net of tax | — | | | — | | | — | | | — | | | — | |
|
Net income | $ | 124.6 | | | $ | 121.2 | | | $ | 14.2 | | | $ | (135.7 | ) | | $ | 124.3 | |
|
Net loss attributable to noncontrolling interest | — | | | — | | | — | | | 0.3 | | | 0.3 | |
|
Net income attributable to controlling interest | $ | 124.6 | | | $ | 121.2 | | | $ | 14.2 | | | $ | (135.4 | ) | | $ | 124.6 | |
|
THE SCOTTS MIRACLE-GRO COMPANY |
Condensed Consolidating Statement of Operations |
for the six months ended March 28, 2015 |
(In millions) |
(Unaudited) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Subsidiary | | Non- | | Eliminations/Consolidations | | Consolidated |
Guarantors | Guarantors |
Net sales | $ | — | | | $ | 1,077.30 | | | $ | 241.2 | | | $ | — | | | $ | 1,318.50 | |
|
Cost of sales | — | | | 683.9 | | | 171.8 | | | — | | | 855.7 | |
|
Cost of sales—impairment, restructuring and other | — | | | — | | | 0.2 | | | — | | | 0.2 | |
|
Gross profit | — | | | 393.4 | | | 69.2 | | | — | | | 462.6 | |
|
Operating expenses: | | | | | | | | | |
Selling, general and administrative | — | | | 279 | | | 66.7 | | | 0.9 | | | 346.6 | |
|
Impairment, restructuring and other | — | | | 11.3 | | | 3.2 | | | — | | | 14.5 | |
|
Other income, net | — | | | (2.1 | ) | | 0.3 | | | — | | | (1.8 | ) |
|
Income (loss) from operations | — | | | 105.2 | | | (1.0 | ) | | (0.9 | ) | | 103.3 | |
|
Equity income in subsidiaries | (58.6 | ) | | (2.1 | ) | | — | | | 60.7 | | | — | |
|
Other non-operating income | (14.0 | ) | | — | | | (11.2 | ) | | 25.2 | | | — | |
|
Interest expense | 27.5 | | | 21.7 | | | 0.7 | | | (25.2 | ) | | 24.7 | |
|
Income from continuing operations before income taxes | 45.1 | | | 85.6 | | | 9.5 | | | (61.6 | ) | | 78.6 | |
|
Income tax (benefit) expense from continuing operations | (4.9 | ) | | 29.8 | | | 3.4 | | | — | | | 28.3 | |
|
Income from continuing operations | 50 | | | 55.8 | | | 6.1 | | | (61.6 | ) | | 50.3 | |
|
Income from discontinued operations, net of tax | — | | | — | | | — | | | — | | | — | |
|
Net income | $ | 50 | | | $ | 55.8 | | | $ | 6.1 | | | $ | (61.6 | ) | | $ | 50.3 | |
|
Net income attributable to noncontrolling interest | — | | | — | | | — | | | (0.3 | ) | | (0.3 | ) |
|
Net income attributable to controlling interest | $ | 50 | | | $ | 55.8 | | | $ | 6.1 | | | $ | (61.9 | ) | | $ | 50 | |
|
|
THE SCOTTS MIRACLE-GRO COMPANY |
Condensed Consolidating Statement of Comprehensive Income (Loss) |
for the three months ended March 28, 2015 |
(In millions) |
(Unaudited) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Subsidiary | | Non- | | Eliminations/Consolidations | | Consolidated |
Guarantors | Guarantors |
Net income | $ | 124.6 | | | $ | 121.2 | | | $ | 14.2 | | | $ | (135.7 | ) | | $ | 124.3 | |
|
Other comprehensive (loss) income, net of tax: | | | | | | | | | |
Net foreign currency translation adjustment | (8.1 | ) | | — | | | (8.1 | ) | | 8.1 | | | (8.1 | ) |
|
Net change in derivatives | (1.6 | ) | | (1.1 | ) | | — | | | 1.1 | | | (1.6 | ) |
|
Net change in pension and other post-retirement benefits | 0.8 | | | 0.5 | | | 0.3 | | | (0.8 | ) | | 0.8 | |
|
Total other comprehensive (loss) income | (8.9 | ) | | (0.6 | ) | | (7.8 | ) | | 8.4 | | | (8.9 | ) |
|
Comprehensive income | $ | 115.7 | | | $ | 120.6 | | | $ | 6.4 | | | $ | (127.3 | ) | | $ | 115.4 | |
|
THE SCOTTS MIRACLE-GRO COMPANY |
Condensed Consolidating Statement of Comprehensive Income (Loss) |
for the six months ended March 28, 2015 |
(In millions) |
(Unaudited) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Subsidiary | | Non- | | Eliminations/Consolidations | | Consolidated |
Guarantors | Guarantors |
Net income | $ | 50 | | | $ | 55.8 | | | $ | 6.1 | | | $ | (61.6 | ) | | $ | 50.3 | |
|
Other comprehensive (loss) income, net of tax: | | | | | | | | | |
Net foreign currency translation adjustment | (11.1 | ) | | — | | | (11.1 | ) | | 11.1 | | | (11.1 | ) |
|
Net change in derivatives | (1.7 | ) | | (0.5 | ) | | — | | | 0.5 | | | (1.7 | ) |
|
Net change in pension and other post-retirement benefits | 1.6 | | | 1 | | | 0.6 | | | (1.6 | ) | | 1.6 | |
|
Total other comprehensive (loss) income | (11.2 | ) | | 0.5 | | | (10.5 | ) | | 10 | | | (11.2 | ) |
|
Comprehensive (loss) income | $ | 38.8 | | | $ | 56.3 | | | $ | (4.4 | ) | | $ | (51.6 | ) | | $ | 39.1 | |
|
THE SCOTTS MIRACLE-GRO COMPANY |
Condensed Consolidating Statement of Cash Flows |
for the six months ended March 28, 2015 |
(In millions) |
(Unaudited) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Subsidiary | | Non- | | Eliminations/Consolidations | | Consolidated |
Guarantors | Guarantors |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (a) | $ | 48.7 | | | $ | (432.4 | ) | | $ | (99.9 | ) | | $ | (165.1 | ) | | $ | (648.7 | ) |
|
| | | | | | | | | |
INVESTING ACTIVITIES | | | | | | | | | |
Proceeds from sale of long-lived assets | — | | | 5.2 | | | — | | | — | | | 5.2 | |
|
Investments in property, plant and equipment | — | | | (25.2 | ) | | (2.8 | ) | | — | | | (28.0 | ) |
|
Investment in acquired businesses, net of cash acquired | — | | | (50.5 | ) | | — | | | — | | | (50.5 | ) |
|
Net cash used in investing activities | — | | | (70.5 | ) | | (2.8 | ) | | — | | | (73.3 | ) |
|
| | | | | | | | | |
FINANCING ACTIVITIES | | | | | | | | | |
Borrowings under revolving and bank lines of credit | — | | | 1,034.50 | | | 161 | | | — | | | 1,195.50 | |
|
Repayments under revolving and bank lines of credit | — | | | (388.7 | ) | | (61.8 | ) | | — | | | (450.5 | ) |
|
Dividends paid | (54.8 | ) | | (76.3 | ) | | (3.7 | ) | | 80 | | | (54.8 | ) |
|
Purchase of common shares | (14.8 | ) | | — | | | — | | | — | | | (14.8 | ) |
|
Payments on seller notes | — | | | (0.8 | ) | | — | | | — | | | (0.8 | ) |
|
Excess tax benefits from share-based payment arrangements | — | | | 2.8 | | | — | | | — | | | 2.8 | |
|
Cash received from the exercise of stock options | 16.2 | | | — | | | — | | | — | | | 16.2 | |
|
Intercompany financing | 4.7 | | | (87.6 | ) | | (2.2 | ) | | 85.1 | | | — | |
|
Net cash (used in) provided by financing activities | (48.7 | ) | | 483.9 | | | 93.3 | | | 165.1 | | | 693.6 | |
|
Effect of exchange rate changes on cash | — | | | — | | | (6.1 | ) | | — | | | (6.1 | ) |
|
Net decrease in cash and cash equivalents | — | | | (19.0 | ) | | (15.5 | ) | | — | | | (34.5 | ) |
|
Cash and cash equivalents, beginning of period | — | | | 23.1 | | | 66.2 | | | — | | | 89.3 | |
|
Cash and cash equivalents, end of period | $ | — | | | $ | 4.1 | | | $ | 50.7 | | | $ | — | | | $ | 54.8 | |
|
|
| | | | | | | | | | | | | | | | | | | |
(a) | Cash received by the Parent from its subsidiaries in the form of dividends in the amount of $76.3 million represent return on investments and are included in cash flows from operating activities. | | | | | | | | | | | | | | | | | | |
THE SCOTTS MIRACLE-GRO COMPANY |
Condensed Consolidating Balance Sheet |
As of March 28, 2015 |
(In millions) |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Subsidiary | | Non- | | Eliminations/Consolidations | | Consolidated |
Guarantors | Guarantors |
ASSETS |
Current assets: | | | | | | | | | |
Cash and cash equivalents | $ | — | | | $ | 4.1 | | | $ | 50.7 | | | $ | — | | | $ | 54.8 | |
|
Accounts receivable, net | — | | | 455.3 | | | 226.8 | | | — | | | 682.1 | |
|
Accounts receivable pledged | — | | | 376.7 | | | — | | | — | | | 376.7 | |
|
Inventories | — | | | 472.3 | | | 123.8 | | | — | | | 596.1 | |
|
Prepaid and other current assets | — | | | 115.3 | | | 38.5 | | | — | | | 153.8 | |
|
Total current assets | — | | | 1,423.70 | | | 439.8 | | | — | | | 1,863.50 | |
|
Property, plant and equipment, net | — | | | 380.1 | | | 56.9 | | | — | | | 437 | |
|
Goodwill | — | | | 352.8 | | | 7.1 | | | 11.6 | | | 371.5 | |
|
Intangible assets, net | — | | | 259.1 | | | 36.9 | | | 12.6 | | | 308.6 | |
|
Other assets | 18 | | | 16.5 | | | 20.5 | | | (25.8 | ) | | 29.2 | |
|
Equity investment in subsidiaries | 387.3 | | | — | | | — | | | (387.3 | ) | | — | |
|
Intercompany assets | 1,370.50 | | | — | | | — | | | (1,370.5 | ) | | — | |
|
Total assets | $ | 1,775.80 | | | $ | 2,432.20 | | | $ | 561.2 | | | $ | (1,759.4 | ) | | $ | 3,009.80 | |
|
| | | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY |
Current liabilities: | | | | | | | | | |
Current portion of debt | $ | — | | | $ | 305 | | | $ | 13.1 | | | $ | — | | | $ | 318.1 | |
|
Accounts payable | — | | | 229.3 | | | 71.1 | | | — | | | 300.4 | |
|
Other current liabilities | 16 | | | 267.8 | | | 82.9 | | | — | | | 366.7 | |
|
Total current liabilities | 16 | | | 802.1 | | | 167.1 | | | — | | | 985.2 | |
|
Long term debt | 1,198.90 | | | 910.4 | | | 100.7 | | | (998.9 | ) | | 1,211.10 | |
|
Other liabilities | 4.8 | | | 226.7 | | | 32.8 | | | (20.7 | ) | | 243.6 | |
|
Equity investment in subsidiaries | — | | | 114.6 | | | — | | | (114.6 | ) | | — | |
|
Intercompany liabilities | — | | | 248.8 | | | 104.1 | | | (352.9 | ) | | — | |
|
Total liabilities | 1,219.70 | | | 2,302.60 | | | 404.7 | | | (1,487.1 | ) | | 2,439.90 | |
|
Total shareholders' equity - controlling interest | 556.1 | | | 129.6 | | | 156.5 | | | (286.1 | ) | | 556.1 | |
|
Noncontrolling interest | — | | | — | | | — | | | 13.8 | | | 13.8 | |
|
Total equity | 556.1 | | | 129.6 | | | 156.5 | | | (272.3 | ) | | 569.9 | |
|
Total liabilities and shareholders’ equity | $ | 1,775.80 | | | $ | 2,432.20 | | | $ | 561.2 | | | $ | (1,759.4 | ) | | $ | 3,009.80 | |
|
THE SCOTTS MIRACLE-GRO COMPANY |
Condensed Consolidating Statement of Operations |
for the three months ended March 29, 2014 |
(In millions) |
(Unaudited) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Subsidiary | | Non- | | Eliminations/Consolidations | | Consolidated |
Guarantors | Guarantors |
Net sales | $ | — | | | $ | 899 | | | $ | 182 | | | $ | — | | | $ | 1,081.00 | |
|
Cost of sales | — | | | 527 | | | 120.2 | | | — | | | 647.2 | |
|
Gross profit | — | | | 372 | | | 61.8 | | | — | | | 433.8 | |
|
Operating expenses: | | | | | | | | | | | | | | |
|
Selling, general and administrative | — | | | 170.5 | | | 41.7 | | | — | | | 212.2 | |
|
Impairment, restructuring and other | — | | | 5.9 | | | 0.2 | | | — | | | 6.1 | |
|
Other income, net | — | | | (1.0 | ) | | (0.6 | ) | | — | | | (1.6 | ) |
|
Income from operations | — | | | 196.6 | | | 20.5 | | | — | | | 217.1 | |
|
Equity income in subsidiaries | (143.5 | ) | | (7.4 | ) | | — | | | 150.9 | | | — | |
|
Other non-operating income | (5.1 | ) | | — | | | (5.7 | ) | | 10.8 | | | — | |
|
Costs related to refinancing | 10.7 | | | — | | | — | | | — | | | 10.7 | |
|
Interest expense | 12.5 | | | 9.9 | | | 0.4 | | | (10.8 | ) | | 12 | |
|
Income from continuing operations before income taxes | 125.4 | | | 194.1 | | | 25.8 | | | (150.9 | ) | | 194.4 | |
|
Income tax (benefit) expense from continuing operations | (0.3 | ) | | 59.9 | | | 9.1 | | | — | | | 68.7 | |
|
Income from continuing operations | 125.7 | | | 134.2 | | | 16.7 | | | (150.9 | ) | | 125.7 | |
|
Income (loss) from discontinued operations, net of tax | — | | | (0.2 | ) | | 0.2 | | | — | | | — | |
|
Net income | $ | 125.7 | | | $ | 134 | | | $ | 16.9 | | | $ | (150.9 | ) | | $ | 125.7 | |
|
THE SCOTTS MIRACLE-GRO COMPANY |
Condensed Consolidating Statement of Operations |
for the six months ended March 29, 2014 |
(In millions) |
(Unaudited) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Subsidiary | | Non- | | Eliminations/Consolidations | | Consolidated |
Guarantors | Guarantors |
Net sales | $ | — | | | $ | 1,043.60 | | | $ | 227 | | | $ | — | | | $ | 1,270.60 | |
|
Cost of sales | — | | | 645.1 | | | 157.8 | | | — | | | 802.9 | |
|
Gross profit | — | | | 398.5 | | | 69.2 | | | — | | | 467.7 | |
|
Operating expenses: | | | | | | | | | |
Selling, general and administrative | — | | | 268.4 | | | 68.2 | | | — | | | 336.6 | |
|
Impairment, restructuring and other | — | | | 5.9 | | | 0.5 | | | — | | | 6.4 | |
|
Other income, net | — | | | (2.1 | ) | | (0.6 | ) | | — | | | (2.7 | ) |
|
Income from operations | — | | | 126.3 | | | 1.1 | | | — | | | 127.4 | |
|
Equity income in subsidiaries | (87.6 | ) | | (3.5 | ) | | — | | | 91.1 | | | — | |
|
Other non-operating income | (9.5 | ) | | — | | | (11.0 | ) | | 20.5 | | | — | |
|
Costs related to refinancing | 10.7 | | | — | | | — | | | — | | | 10.7 | |
|
Interest expense | 26.6 | | | 19.4 | | | 0.4 | | | (20.5 | ) | | 25.9 | |
|
Income from continuing operations before income taxes | 59.8 | | | 110.4 | | | 11.7 | | | (91.1 | ) | | 90.8 | |
|
Income tax (benefit) expense from continuing operations | (0.2 | ) | | 27.1 | | | 4 | | | — | | | 30.9 | |
|
Income from continuing operations | 60 | | | 83.3 | | | 7.7 | | | (91.1 | ) | | 59.9 | |
|
Income (loss) from discontinued operations, net of tax | — | | | (0.3 | ) | | 0.4 | | | — | | | 0.1 | |
|
Net income | $ | 60 | | | $ | 83 | | | $ | 8.1 | | | $ | (91.1 | ) | | $ | 60 | |
|
THE SCOTTS MIRACLE-GRO COMPANY |
Condensed Consolidating Statement of Comprehensive Income (Loss) |
for the three months ended March 29, 2014 |
(In millions) |
(Unaudited) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Subsidiary | | Non- | | Eliminations/Consolidations | | Consolidated |
Guarantors | Guarantors |
Net income | $ | 125.7 | | | $ | 134 | | | $ | 16.9 | | | $ | (150.9 | ) | | $ | 125.7 | |
|
Other comprehensive income (loss), net of tax: | | | | | | | | | |
Net foreign currency translation adjustment | (2.7 | ) | | — | | | (2.7 | ) | | 2.7 | | | (2.7 | ) |
|
Net change in derivatives | 0.6 | | | (0.6 | ) | | — | | | 0.6 | | | 0.6 | |
|
Net change in pension and other post-retirement benefits | 0.7 | | | 0.5 | | | 0.2 | | | (0.7 | ) | | 0.7 | |
|
Total other comprehensive loss | (1.4 | ) | | (0.1 | ) | | (2.5 | ) | | 2.6 | | | (1.4 | ) |
|
Comprehensive income | $ | 124.3 | | | $ | 133.9 | | | $ | 14.4 | | | $ | (148.3 | ) | | $ | 124.3 | |
|
THE SCOTTS MIRACLE-GRO COMPANY |
Condensed Consolidating Statement of Comprehensive Income (Loss) |
for the six months ended March 29, 2014 |
(In millions) |
(Unaudited) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Subsidiary | | Non- | | Eliminations/Consolidations | | Consolidated |
Guarantors | Guarantors |
Net income | $ | 60 | | | $ | 83 | | | $ | 8.1 | | | $ | (91.1 | ) | | $ | 60 | |
|
Other comprehensive income (loss), net of tax: | | | | | | | | | |
Net foreign currency translation adjustment | (4.1 | ) | | — | | | (4.1 | ) | | 4.1 | | | (4.1 | ) |
|
Net change in derivatives | 4.1 | | | 1.8 | | | — | | | (1.8 | ) | | 4.1 | |
|
Net change in pension and other post-retirement benefits | 1.2 | | | 1.1 | | | 0.1 | | | (1.2 | ) | | 1.2 | |
|
Total other comprehensive income (loss) | 1.2 | | | 2.9 | | | (4.0 | ) | | 1.1 | | | 1.2 | |
|
Comprehensive income | $ | 61.2 | | | $ | 85.9 | | | $ | 4.1 | | | $ | (90.0 | ) | | $ | 61.2 | |
|
THE SCOTTS MIRACLE-GRO COMPANY |
Condensed Consolidating Statement of Cash Flows |
for the six months ended March 29, 2014 |
(In millions) |
(Unaudited) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Subsidiary | | Non- | | Eliminations/Consolidations | | Consolidated |
Guarantors | Guarantors |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (a) | $ | 110.3 | | | $ | (474.1 | ) | | $ | (122.2 | ) | | $ | (128.6 | ) | | $ | (614.6 | ) |
|
| | | | | | | | | |
INVESTING ACTIVITIES | | | | | | | | | |
Proceeds from sale of business, net of transaction costs | — | | | 3.1 | | | 1 | | | — | | | 4.1 | |
|
Investments in property, plant and equipment | — | | | (50.1 | ) | | (2.9 | ) | | — | | | (53.0 | ) |
|
Investment in acquired businesses, net of cash acquired | — | | | (60.0 | ) | | — | | | — | | | (60.0 | ) |
|
Net cash used in investing activities | — | | | (107.0 | ) | | (1.9 | ) | | — | | | (108.9 | ) |
|
| | | | | | | | | |
FINANCING ACTIVITIES | | | | | | | | | |
Borrowings under revolving and bank lines of credit | — | | | 1,482.40 | | | 233.1 | | | — | | | 1,715.50 | |
|
Repayments under revolving and bank lines of credit | — | | | (448.4 | ) | | (212.9 | ) | | — | | | (661.3 | ) |
|
Repayment of Senior Notes | (200.0 | ) | | — | | | — | | | — | | | (200.0 | ) |
|
Financing and issuance fees | (6.1 | ) | | — | | | — | | | — | | | (6.1 | ) |
|
Dividends paid | (54.5 | ) | | (128.6 | ) | | — | | | 128.6 | | | (54.5 | ) |
|
Purchase of common shares | (59.6 | ) | | — | | | — | | | — | | | (59.6 | ) |
|
Payment on seller notes | — | | | (0.8 | ) | | — | | | — | | | (0.8 | ) |
|
Excess tax benefits from share-based payment arrangements | — | | | 3.8 | | | — | | | — | | | 3.8 | |
|
Cash received from the exercise of stock options | 7.9 | | | — | | | — | | | — | | | 7.9 | |
|
Intercompany financing | 202 | | | (326.8 | ) | | 124.8 | | | — | | | — | |
|
Net cash (used in) provided by financing activities | (110.3 | ) | | 581.6 | | | 145 | | | 128.6 | | | 744.9 | |
|
Effect of exchange rate changes on cash | — | | | — | | | 1.5 | | | — | | | 1.5 | |
|
Net increase in cash and cash equivalents | — | | | 0.5 | | | 22.4 | | | — | | | 22.9 | |
|
Cash and cash equivalents, beginning of period | — | | | 2.6 | | | 127.2 | | | — | | | 129.8 | |
|
Cash and cash equivalents, end of period | $ | — | | | $ | 3.1 | | | $ | 149.6 | | | $ | — | | | $ | 152.7 | |
|
|
| | | | | | | | | | | | | | | | | | | |
(a) | Cash received by the Parent from its subsidiaries in the form of dividends in the amount of $128.6 million represent return on investments and are included in cash flows from operating activities. | | | | | | | | | | | | | | | | | | |
THE SCOTTS MIRACLE-GRO COMPANY |
Condensed Consolidating Balance Sheet |
As of March 29, 2014 |
(In millions) |
(Unaudited) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Subsidiary | | Non- | | Eliminations/Consolidations | | Consolidated |
Guarantors | Guarantors |
ASSETS |
Current assets: | | | | | | | | | |
Cash and cash equivalents | $ | — | | | $ | 3.1 | | | $ | 149.6 | | | $ | — | | | $ | 152.7 | |
|
Accounts receivable, net | — | | | 516.4 | | | 230.5 | | | — | | | 746.9 | |
|
Accounts receivable pledged | — | | | 341.9 | | | — | | | — | | | 341.9 | |
|
Inventories | — | | | 433 | | | 113.2 | | | — | | | 546.2 | |
|
Prepaid and other current assets | — | | | 113.7 | | | 36.2 | | | — | | | 149.9 | |
|
Total current assets | — | | | 1,408.10 | | | 529.5 | | | — | | | 1,937.60 | |
|
Property, plant and equipment, net | — | | | 400.8 | | | 42.8 | | | — | | | 443.6 | |
|
Goodwill | — | | | 332.7 | | | 0.6 | | | — | | | 333.3 | |
|
Intangible assets, net | — | | | 280.8 | | | 37.7 | | | — | | | 318.5 | |
|
Other assets | 28.2 | | | 17.5 | | | 26.6 | | | (34.1 | ) | | 38.2 | |
|
Equity investment in subsidiaries | 417.1 | | | — | | | — | | | (417.1 | ) | | — | |
|
Intercompany assets | 1,398.10 | | | — | | | — | | | (1,398.1 | ) | | — | |
|
Total assets | $ | 1,843.40 | | | $ | 2,439.90 | | | $ | 637.2 | | | $ | (1,849.3 | ) | | $ | 3,071.20 | |
|
| | | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY |
Current liabilities: | | | | | | | | | |
Current portion of debt | $ | — | | | $ | 275.2 | | | $ | 3.4 | | | $ | — | | | $ | 278.6 | |
|
Accounts payable | — | | | 263.4 | | | 79.1 | | | — | | | 342.5 | |
|
Other current liabilities | 16.9 | | | 279.2 | | | 100.9 | | | — | | | 397 | |
|
Total current liabilities | 16.9 | | | 817.8 | | | 183.4 | | | — | | | 1,018.10 | |
|
Long term debt | 1,141.30 | | | 913.2 | | | 32.2 | | | (941.4 | ) | | 1,145.30 | |
|
Other liabilities | 9.5 | | | 212.5 | | | 44.2 | | | (34.1 | ) | | 232.1 | |
|
Equity investment in subsidiaries | — | | | 171.7 | | | — | | | (171.7 | ) | | — | |
|
Intercompany liabilities | — | | | 178.9 | | | 277.8 | | | (456.7 | ) | | — | |
|
Total liabilities | 1,167.70 | | | 2,294.10 | | | 537.6 | | | (1,603.9 | ) | | 2,395.50 | |
|
Shareholders' equity | 675.7 | | | 145.8 | | | 99.6 | | | (245.4 | ) | | 675.7 | |
|
Total liabilities and shareholders’ equity | $ | 1,843.40 | | | $ | 2,439.90 | | | $ | 637.2 | | | $ | (1,849.3 | ) | | $ | 3,071.20 | |
|
THE SCOTTS MIRACLE-GRO COMPANY |
Condensed Consolidating Balance Sheet |
As of September 30, 2014 |
(In millions) |
(Unaudited) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Subsidiary | | Non- | | Eliminations/Consolidations | | Consolidated |
Guarantors | Guarantors |
ASSETS |
Current assets: | | | | | | | | | |
Cash and cash equivalents | $ | — | | | $ | 23.1 | | | $ | 66.2 | | | $ | — | | | $ | 89.3 | |
|
Accounts receivable, net | — | | | 124.6 | | | 99.4 | | | — | | | 224 | |
|
Accounts receivable pledged | — | | | 113.7 | | | — | | | — | | | 113.7 | |
|
Inventories | — | | | 282.1 | | | 103 | | | — | | | 385.1 | |
|
Prepaid and other current assets | — | | | 85.2 | | | 37.7 | | | — | | | 122.9 | |
|
Total current assets | — | | | 628.7 | | | 306.3 | | | — | | | 935 | |
|
Property, plant and equipment, net | — | | | 371.3 | | | 65.7 | | | — | | | 437 | |
|
Goodwill | — | | | 344.3 | | | 6.6 | | | — | | | 350.9 | |
|
Intangible assets, net | — | | | 256.8 | | | 45.9 | | | — | | | 302.7 | |
|
Other assets | 23.8 | | | 14.7 | | | 28.5 | | | (34.3 | ) | | 32.7 | |
|
Equity investment in subsidiaries | 368.3 | | | — | | | — | | | (368.3 | ) | | — | |
|
Intercompany assets | 878.8 | | | — | | | — | | | (878.8 | ) | | — | |
|
Total assets | $ | 1,270.90 | | | $ | 1,615.80 | | | $ | 453 | | | $ | (1,281.4 | ) | | $ | 2,058.30 | |
|
| | | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY |
Current liabilities: | | | | | | | | | |
Current portion of debt | $ | — | | | $ | 85.8 | | | $ | 6.1 | | | $ | — | | | $ | 91.9 | |
|
Accounts payable | — | | | 134.4 | | | 58.9 | | | — | | | 193.3 | |
|
Other current liabilities | 16.7 | | | 161.9 | | | 80.9 | | | — | | | 259.5 | |
|
Total current liabilities | 16.7 | | | 382.1 | | | 145.9 | | | — | | | 544.7 | |
|
Long term debt | 681.8 | | | 480 | | | 12.4 | | | (481.8 | ) | | 692.4 | |
|
Other liabilities | 5.1 | | | 235.7 | | | 47.4 | | | (34.2 | ) | | 254 | |
|
Equity investment in subsidiaries | — | | | 106.5 | | | — | | | (106.5 | ) | | — | |
|
Intercompany liabilities | — | | | 305.2 | | | 91.8 | | | (397.0 | ) | | — | |
|
Total liabilities | 703.6 | | | 1,509.50 | | | 297.5 | | | (1,019.5 | ) | | 1,491.10 | |
|
Total shareholders' equity - controlling interest | 553.8 | | | 92.8 | | | 155.5 | | | (248.4 | ) | | 553.7 | |
|
Noncontrolling interest | 13.5 | | | 13.5 | | | — | | | (13.5 | ) | | 13.5 | |
|
Total equity | 567.3 | | | 106.3 | | | 155.5 | | | (261.9 | ) | | 567.2 | |
|
Total liabilities and shareholders’ equity | $ | 1,270.90 | | | $ | 1,615.80 | | | $ | 453 | | | $ | (1,281.4 | ) | | $ | 2,058.30 | |
|
| | | | | | | | | | | | | | | | | | | | |