Cover Page
Cover Page - shares | 9 Months Ended | |
Jul. 01, 2023 | Aug. 04, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 01, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-11593 | |
Entity Registrant Name | Scotts Miracle-Gro Co | |
Entity Central Index Key | 0000825542 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | OH | |
Entity Tax Identification Number | 31-1414921 | |
Entity Address, Address Line One | 14111 Scottslawn Road, | |
Entity Address, City or Town | Marysville, | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 43041 | |
City Area Code | 937 | |
Local Phone Number | 644-0011 | |
Title of 12(b) Security | Common Shares, $0.01 stated value | |
Trading Symbol | SMG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 56,156,151 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,118.7 | $ 1,186.1 | $ 3,176.8 | $ 3,430.4 |
Cost of sales | 880.1 | 883.7 | 2,300.7 | 2,415.6 |
Cost of sales—impairment, restructuring and other | 32.7 | 65.8 | 161.8 | 71.1 |
Gross margin | 205.9 | 236.6 | 714.3 | 943.7 |
Operating expenses: | ||||
Selling, general and administrative | 128.5 | 135.8 | 443.3 | 494.6 |
Impairment, restructuring and other | 1.7 | 658.4 | 32 | 660.2 |
Other (income) expense, net | (1.6) | 4.9 | (2.7) | (1) |
Income (loss) from operations | 77.3 | (562.5) | 241.7 | (210.1) |
Equity in income of unconsolidated affiliates | 22.2 | 15.1 | 3.5 | 1.3 |
Interest expense | 47.1 | 31 | 138.1 | 83.1 |
Other non-operating (income) expense, net | 0.4 | (1.7) | (0.2) | (5.4) |
Income (loss) before income taxes | 52 | (576.7) | 107.3 | (286.5) |
Income tax expense (benefit) | 8.3 | (132.8) | 19 | (69) |
Net income (loss) | $ 43.7 | $ (443.9) | $ 88.3 | $ (217.5) |
Earnings Per Share, Basic And Diluted EPS [Abstract] | ||||
Basic income (loss) per common share (USD per share) | $ 0.78 | $ (8.01) | $ 1.58 | $ (3.91) |
Diluted income (loss) per common share (USD per share) | $ 0.77 | $ (8.01) | $ 1.57 | $ (3.91) |
Weighted-average common shares outstanding during the period (in shares) | 56.2 | 55.4 | 55.9 | 55.6 |
Weighted-average common shares outstanding during the period plus dilutive potential common shares (in shares) | 56.6 | 55.4 | 56.3 | 55.6 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 43.7 | $ (443.9) | $ 88.3 | $ (217.5) |
Other comprehensive income (loss): | ||||
Net foreign currency translation adjustment | 2.7 | (12.3) | 10.9 | (17.9) |
Net unrealized gain (loss) on derivative instruments, net of tax | 7.2 | (9) | (2.4) | 16.8 |
Reclassification of net unrealized (gain) loss on derivative instruments to net income, net of tax | (3.2) | 1.4 | (15.1) | (3) |
Net unrealized gain (loss) on securities, net of tax | 0.5 | (60) | (25.5) | (59.8) |
Pension and other post-retirement benefit adjustments, net of tax | (0.6) | 3.6 | (3.8) | 5.6 |
Total other comprehensive income (loss) | 6.6 | (76.3) | (35.9) | (58.3) |
Comprehensive income (loss) | $ 50.3 | $ (520.2) | $ 52.4 | $ (275.8) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Jul. 01, 2023 | Jul. 02, 2022 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ 88.3 | $ (217.5) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Impairment, restructuring and other | 50 | 641.8 |
Deferred taxes | (5.9) | (162.7) |
Share-based compensation expense | 52.7 | 28.6 |
Depreciation | 49.6 | 50.3 |
Amortization | 20.8 | 28.5 |
Equity in income of unconsolidated affiliates | (3.5) | (1.3) |
Other, net | 0.4 | 0.5 |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable | (775.9) | (467.7) |
Inventories | 448.6 | (256.6) |
Prepaid and other current assets | (0.7) | (36.1) |
Accounts payable | (35.7) | (288.3) |
Other current liabilities | 112.5 | (16.4) |
Other non-current items | (8.1) | 20.6 |
Other, net | 2.6 | (3.3) |
Net cash used in operating activities | (4.3) | (679.6) |
INVESTING ACTIVITIES | ||
Proceeds from sale of long-lived assets | 1.9 | 9.4 |
Investments in property, plant and equipment | (73.8) | (99) |
Proceeds from loans receivable | 37 | 0 |
Payment for acquisitions, net of cash acquired | 0 | (237.3) |
Purchase of convertible debt investments | 0 | (25) |
Other investing, net | (9.7) | 17.4 |
Net cash used in investing activities | (44.6) | (334.5) |
FINANCING ACTIVITIES | ||
Borrowings under revolving and bank lines of credit and term loans | 1,296.4 | 3,440 |
Repayments under revolving and bank lines of credit and term loans | (1,183.8) | (2,253.3) |
Financing and issuance fees | 0 | (9.7) |
Dividends paid | (112) | (129.6) |
Purchase of Common Shares | (9.3) | (257.7) |
Cash received from exercise of stock options | 1.7 | 2.6 |
Other financing, net | (4) | 5.6 |
Net cash (used in) provided by financing activities | (11) | 797.9 |
Effect of exchange rate changes on cash | 0.5 | (0.1) |
Net decrease in cash and cash equivalents | (59.4) | (216.3) |
Cash and cash equivalents at beginning of period | 86.8 | 244.1 |
Cash and cash equivalents at end of period | $ 27.4 | $ 27.8 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jul. 01, 2023 | Sep. 30, 2022 | Jul. 02, 2022 |
Current assets: | |||
Cash and cash equivalents | $ 27.4 | $ 86.8 | $ 27.8 |
Accounts receivable, less allowances of $22.3, $16.8 and $14.4, respectively | 717.7 | 299 | 674.7 |
Accounts receivable pledged | 442.2 | 79.8 | 277.8 |
Inventories | 884.9 | 1,343.5 | 1,407.6 |
Prepaid and other current assets | 178.8 | 172.8 | 200.8 |
Total current assets | 2,251 | 1,981.9 | 2,588.7 |
Investment in unconsolidated affiliates | 196.5 | 193.8 | 208.3 |
Property, plant and equipment, net of accumulated depreciation of $805.3, $778.4 and $777.9, respectively | 590.3 | 606 | 625.2 |
Goodwill | 254.5 | 254 | 254.7 |
Intangible assets, net | 560.2 | 580.2 | 627.1 |
Other assets | 601.9 | 680.9 | 689.7 |
Total assets | 4,454.4 | 4,296.8 | 4,993.7 |
Current liabilities: | |||
Current portion of debt | 450.7 | 144.3 | 322 |
Accounts payable | 365.7 | 422.6 | 291 |
Other current liabilities | 512.7 | 397 | 458.9 |
Total current liabilities | 1,329.1 | 963.9 | 1,071.9 |
Long-term debt | 2,628.8 | 2,826.2 | 3,155.6 |
Other liabilities | 361.7 | 359 | 348.1 |
Total liabilities | 4,319.6 | 4,149.1 | 4,575.6 |
Commitments and contingencies | |||
Equity: | |||
Common shares and capital in excess of $0.01 stated value per share; shares outstanding of 56.1, 55.4 and 55.5, respectively | 350.5 | 364 | 362 |
Retained earnings | 996.8 | 1,020.1 | 1,276.9 |
Treasury shares, at cost; 12.0, 12.8 and 12.8 shares, respectively | (1,032) | (1,091.8) | (1,096.1) |
Accumulated other comprehensive loss | (180.5) | (144.6) | (124.7) |
Total equity | 134.8 | 147.7 | 418.1 |
Total liabilities and equity | $ 4,454.4 | $ 4,296.8 | $ 4,993.7 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions | Jul. 01, 2023 | Sep. 30, 2022 | Jul. 02, 2022 |
Statement of Financial Position [Abstract] | |||
Accounts receivable, allowances | $ 22.3 | $ 14.4 | $ 16.8 |
Property, plant and equipment, accumulated depreciation | $ 805.3 | $ 777.9 | $ 778.4 |
Common shares stated value (USD per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common shares outstanding (shares) | 56.1 | 55.5 | 55.4 |
Treasury shares, at cost (shares) | 12 | 12.8 | 12.8 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Jul. 01, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations The Scotts Miracle-Gro Company (“Scotts Miracle-Gro”) and its subsidiaries (collectively, with Scotts Miracle-Gro, the “Company”) are engaged in the manufacturing, marketing and sale of products for lawn and garden care and indoor and hydroponic gardening. The Company’s products are sold in North America, Europe and Asia. The Company’s North America consumer lawn and garden business is highly seasonal, with approximately 75% of its annual net sales occurring in the second and third fiscal quarters. The Company’s Hawthorne segment sales are also impacted by seasonal patterns for certain product categories due to the timing of outdoor growing in North America during the second and third fiscal quarters, and the timing of certain controlled agricultural lighting project sales during the third and fourth fiscal quarters. Organization and Basis of Presentation The Company’s unaudited condensed consolidated financial statements for the three and nine months ended July 1, 2023 and July 2, 2022 are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The condensed consolidated financial statements include the accounts of Scotts Miracle-Gro and its subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation. The Company’s consolidation criteria are based on majority ownership (as evidenced by a majority voting interest in the entity) and an objective evaluation and determination of effective management control. The results of businesses acquired or disposed of are included in the condensed consolidated financial statements from the date of each acquisition or up to the date of disposal, respectively. In the opinion of management, interim results reflect all normal and recurring adjustments and are not necessarily indicative of results for a full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted or condensed pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, this Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2023 (this “Form 10-Q”) should be read in conjunction with Scotts Miracle-Gro’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022 (the “2022 Annual Report”), which includes a complete set of footnote disclosures, including the Company’s significant accounting policies. The Company’s Condensed Consolidated Balance Sheet at September 30, 2022 has been derived from the Company’s audited Consolidated Balance Sheet at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. Long-Lived Assets The Company had non-cash investing activities of $7.6 and $13.3 during the nine months ended July 1, 2023 and July 2, 2022, respectively, representing unpaid liabilities to acquire property, plant and equipment. Statements of Cash Flows Supplemental cash flow information was as follows: Nine Months Ended July 1, July 2, Interest paid $ 143.3 $ 87.8 Income tax payments (refunds), net (15.4) 26.9 Cash flow from operating activities for the nine months ended July 1, 2023 was favorably impacted by extended payment terms with vendors for payments originally due in the final weeks of the third quarter of fiscal 2023 that were paid in the fourth quarter of fiscal 2023. The Company also received proceeds of $37.0 during the nine months ended July 1, 2023 related to the payoff of seller financing that the Company provided in connection with a fiscal 2017 divestiture, which was classified as an investing activity in the Condensed Consolidated Statements of Cash Flows. |
ACQUISITIONS AND INVESTMENTS
ACQUISITIONS AND INVESTMENTS | 9 Months Ended |
Jul. 01, 2023 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND INVESTMENTS | ACQUISITIONS AND INVESTMENTS Cyco On April 28, 2022, the Company’s Hawthorne segment completed the acquisition of substantially all of the assets of S.J. Enterprises PTY LTD, d.b.a. Cyco (“Cyco”), an Australia-based provider of premium nutrients, additives and growing media products for indoor growing sold mostly in the United States, for an estimated purchase price of $37.3. The purchase price includes contingent consideration, a non-cash investing activity, with an initial fair value of $3.1 and a maximum payout of $10.0, which will be paid by the Company based on the achievement of certain performance metrics through December 31, 2024. Prior to the transaction, the Company served as the exclusive distributor of Cyco’s products in the United States. The valuation of the acquired assets included (i) $1.3 of inventory, (ii) $10.5 of finite-lived identifiable intangible assets and (iii) $25.6 of tax-deductible goodwill. Identifiable intangible assets included trade names, customer relationships and non-compete agreements with useful lives ranging between 5 and 25 years. The estimated fair values of the identifiable intangible assets were determined using an income-based approach, which includes market participant expectations of cash flows that an asset will generate over the remaining useful life discounted to present value using an appropriate discount rate. Luxx Lighting On December 30, 2021, the Company’s Hawthorne segment completed the acquisition of substantially all of the assets of Luxx Lighting, Inc., a provider of lighting products for indoor growing. The purchase price was $213.2, a portion of which was paid by the issuance of 0.1 million common shares of Scotts Miracle-Gro (“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. The valuation of the acquired assets included (i) $32.8 of inventory and accounts receivable, (ii) $5.7 of other current assets, (iii) $24.2 of current liabilities, (iv) $47.3 of finite-lived identifiable intangible assets and (v) $151.6 of tax-deductible goodwill. Identifiable intangible assets included trade names, customer relationships and non-compete agreements with useful lives ranging between 5 and 25 years. The estimated fair values of the identifiable intangible assets were determined using an income-based approach, which includes market participant expectations of cash flows that an asset will generate over the remaining useful life discounted to present value using an appropriate discount rate. True Liberty Bags On December 23, 2021, the Company’s Hawthorne segment completed the acquisition of substantially all of the assets of True Liberty Bags, a leading provider of liners and storage solutions to dry and cure plant products, for $10.1. The valuation of the acquired assets included (i) $1.1 of inventory, (ii) $5.8 of finite-lived identifiable intangible assets and (iii) $3.2 of tax-deductible goodwill. Identifiable intangible assets included trade names and customer relationships with useful lives of 15 years. The estimated fair values of the identifiable intangible assets were determined using an income-based approach, which includes market participant expectations of cash flows that an asset will generate over the remaining useful life discounted to present value using an appropriate discount rate. The Hawthorne Collective |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Jul. 01, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETSDuring the third quarter of fiscal 2022, the Company performed an interim impairment review of its goodwill and a recoverability test for long-lived assets as of July 2, 2022. The Company concluded that the carrying value of long-lived assets exceeded their estimated fair value and recorded impairment charges of $69.0 related to trade names and $41.0 related to customer relationships in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the three and nine months ended July 2, 2022. The fair values of long-lived assets were determined using income-based approaches, including the relief-from-royalty method for trade names, that include market participant expectations of cash flows that the assets will generate over the remaining useful life discounted to present value using an appropriate discount rate. These fair value estimates utilize significant unobservable inputs and thus represent Level 3 fair value measurements. After adjusting the carrying values of the finite-lived intangible assets, the Company completed an interim quantitative impairment test for goodwill. This quantitative test resulted in a non-cash, pre-tax goodwill impairment charge of $522.4 related to the Hawthorne reporting unit, which was recorded in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the three and nine months ended July 2, 2022. The carrying value of goodwill of the Hawthorne reporting unit, after recognizing the impairment, is zero. The estimated fair value of the Hawthorne reporting unit was based upon an equal weighting of the income-based and market-based approaches, utilizing estimated cash flows and a terminal value, discounted at a rate of return that reflects the relative risk of the cash flows, as well as valuation multiples derived from comparable publicly traded companies that are applied to operating performance of the reporting unit. The fair value estimate utilizes significant unobservable inputs and thus represents a Level 3 fair value measurement. |
INVESTMENT IN UNCONSOLIDATED AF
INVESTMENT IN UNCONSOLIDATED AFFILIATES | 9 Months Ended |
Jul. 01, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | INVESTMENT IN UNCONSOLIDATED AFFILIATESOn December 31, 2020, the Company acquired a 50% equity interest in Bonnie Plants, LLC, a joint venture with Alabama Farmers Cooperative, Inc. (“AFC”) focused on planting, growing, developing, distributing, marketing and selling live plants. During the three months ended December 31, 2022, the Company and AFC agreed to amend the joint venture agreement to allow AFC to make an additional equity contribution to Bonnie Plants, LLC, and, subsequent to this contribution by AFC, the Company now owns a 45% equity interest in Bonnie Plants, LLC. The Company’s interest is accounted for using the equity method of accounting, with the Company’s proportionate share of Bonnie Plants, LLC’s earnings reflected in the Condensed Consolidated Statements of Operations. During the three and nine months ended July 1, 2023, the Company recorded equity in income of unconsolidated affiliates associated with Bonnie Plants, LLC of $22.2 and $3.5, respectively, as compared to $15.1 and $1.3 during the three and nine months ended July 2, 2022, respectively. |
IMPAIRMENT, RESTRUCTURING AND O
IMPAIRMENT, RESTRUCTURING AND OTHER | 9 Months Ended |
Jul. 01, 2023 | |
Restructuring and Related Activities [Abstract] | |
IMPAIRMENT, RESTRUCTURING AND OTHER | 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 Nine Months Ended July 1, July 2, July 1, July 2, Cost of sales—impairment, restructuring and other: Restructuring and other charges, net $ 28.6 $ 58.8 $ 134.3 $ 61.3 Right-of-use asset impairments 3.7 — 19.1 — Property, plant and equipment impairments 0.5 7.0 8.4 9.8 Operating expenses: Restructuring and other charges, net 1.7 25.3 32.0 27.1 Goodwill and intangible asset impairments — 633.1 — 633.1 Total impairment, restructuring and other charges $ 34.5 $ 724.2 $ 193.8 $ 731.3 The following table summarizes the activity related to liabilities associated with restructuring activities during the nine months ended July 1, 2023: Amounts accrued at September 30, 2022 $ 31.5 Restructuring charges 30.6 Payments (35.2) Amounts accrued at July 1, 2023 $ 26.9 As of July 1, 2023, restructuring accruals include $8.5 that is classified as long-term. During fiscal 2022, the Company began implementing a series of Company-wide organizational changes and initiatives intended to create operational and management-level efficiencies. As part of this restructuring initiative, the Company is reducing the size of its supply chain network, reducing staffing levels and implementing other cost-reduction initiatives. During the second quarter of fiscal 2023, the Company accelerated the optimization of its Hawthorne supply chain network by announcing the closure of four additional distribution centers. In addition, to reduce its on hand inventory to align with the optimized network capacity, the Company sold its non-core Hurricane TM branded fans business for $5.0 during the second quarter of fiscal 2023 and has commenced plans to accelerate the reduction of certain other Hawthorne inventory, primarily lighting, growing environments and hardware products. During the third quarter of fiscal 2023, the Company commenced plans to close several additional supply chain network facilities within its U.S. Consumer and Hawthorne segments. During the three and nine months ended July 1, 2023, the Company incurred costs of $34.5 and $185.8, respectively, associated with this restructuring initiative primarily related to inventory write-down charges, employee termination benefits, facility closure costs and impairment of right-of-use assets and property, plant and equipment. The Company incurred costs of $7.1 and $8.2 in its U.S. Consumer segment and $25.7 and $152.6 in its Hawthorne segment in the “Cost of sales—impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the three and nine months ended July 1, 2023, respectively. The Company incurred costs of $0.0 and $0.1 in its U.S. Consumer segment, $1.9 and $20.1 in its Hawthorne segment, $0.0 and $0.2 in its Other segment and $0.0 and $4.5 at Corporate in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the three and nine months ended July 1, 2023, respectively. Costs incurred from the inception of this restructuring initiative through July 1, 2023 were $207.9 for the Hawthorne segment, $30.0 for the U.S. Consumer segment, $0.9 for the Other segment and $12.2 for Corporate. During the three and nine months ended July 2, 2022, the Company incurred costs of $40.7 and $46.1, respectively, associated with this restructuring initiative primarily related to employee termination benefits and impairment of property, plant and equipment. The Company incurred costs of $9.5 in its U.S. Consumer segment and $10.4 and $15.6 in its Hawthorne segment in the “Cost of sales—impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the three and nine months ended July 2, 2022, respectively. The Company incurred costs of $7.4 in its U.S. Consumer segment, $7.1 in its Hawthorne segment and $6.3 at Corporate in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the three and nine months ended July 2, 2022, respectively. During the three and nine months ended July 2, 2022, the Company recognized non-cash, pre-tax goodwill and intangible asset impairment charges of $632.4 related to its Hawthorne segment in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations, comprised of $522.4 of goodwill impairment charges and $110.0 of finite-lived intangible asset impairment charges. During the three and nine months ended July 2, 2022, the Company incurred inventory write-down charges of $45.9 in the “Cost of sales—impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations associated with its decision to discontinue and exit the market for certain lighting products and brands. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Jul. 01, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following for each of the periods presented: July 1, July 2, September 30, Finished goods $ 534.4 $ 988.0 $ 926.2 Raw materials 271.3 310.4 293.2 Work-in-process 79.2 109.2 124.1 Total $ 884.9 $ 1,407.6 $ 1,343.5 |
MARKETING AGREEMENT
MARKETING AGREEMENT | 9 Months Ended |
Jul. 01, 2023 | |
Marketing Agreement [Abstract] | |
MARKETING AGREEMENT | MARKETING AGREEMENT The Scotts Company LLC (“Scotts LLC”) is the exclusive agent of Monsanto Company, a subsidiary of Bayer AG (“Monsanto”), for the marketing and distribution of certain of Monsanto’s consumer Roundup ® branded products in the United States and certain other specified countries. The annual commission payable under the Third Amended and Restated Exclusive Agency and Marketing Agreement (the “Third Restated Agreement”) is equal to 50% of the actual earnings before interest and income taxes of Monsanto’s consumer Roundup ® business for each program year in the markets covered by the Third Restated Agreement (“Program EBIT”). The Third Restated Agreement also requires the Company to make annual payments of $18.0 to Monsanto as a contribution against the overall expenses of its consumer Roundup ® business, subject to reduction pursuant to the Third Restated Agreement for any program year in which the Program EBIT does not equal or exceed $36.0. Unless Monsanto terminates the Third Restated Agreement due to an event of default by the Company, termination rights under the Third Restated Agreement include the following: • The Company may terminate the Third Restated Agreement upon the insolvency or bankruptcy of Monsanto; • Monsanto may terminate the Third Restated Agreement in the event that Monsanto decides to decommission the permits, licenses and registrations needed for, and the trademarks, trade names, packages, copyrights and designs used in, the sale of the Roundup ® products in the lawn and garden market (a “Brand Decommissioning Termination”); and • Each party may terminate the Third Restated Agreement if Program EBIT falls below $50.0 and, in such case, no termination fee would be payable to either party. The termination fee structure requires Monsanto to pay a termination fee to the Company in an amount equal to (i) $375.0 upon a Brand Decommissioning Termination, and (ii) the greater of $175.0 or four times an amount equal to the average of the Program EBIT for the three program years before the year of termination, minus $186.4, if Monsanto or its successor terminates the Third Restated Agreement as a result of a Roundup Sale or Change of Control of Monsanto (each, as defined in the Third Restated Agreement). The elements of the net commission and reimbursements earned under the Third Restated Agreement and included in the “Net sales” line in the Condensed Consolidated Statements of Operations are as follows: Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, Gross commission $ 12.3 $ 20.9 $ 70.9 $ 73.4 Contribution expenses (4.5) (4.5) (13.5) (13.5) Net commission 7.8 16.4 57.4 59.9 Reimbursements associated with Roundup ® marketing agreement 23.5 14.8 65.9 56.4 Total net sales associated with Roundup ® marketing agreement $ 31.3 $ 31.2 $ 123.3 $ 116.3 |
DEBT
DEBT | 9 Months Ended |
Jul. 01, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The components of debt are as follows: July 1, July 2, September 30, Credit Facilities: Revolving loans $ 145.1 $ 617.4 $ 300.5 Term loans 937.5 987.5 975.0 Senior Notes due 2031 – 4.000% 500.0 500.0 500.0 Senior Notes due 2032 – 4.375% 400.0 400.0 400.0 Senior Notes due 2029 – 4.500% 450.0 450.0 450.0 Senior Notes due 2026 – 5.250% 250.0 250.0 250.0 Receivables facility 398.0 250.0 75.0 Finance lease obligations 17.4 29.3 28.9 Other 0.8 15.9 12.7 Total debt 3,098.8 3,500.1 2,992.1 Less current portions 450.7 322.0 144.3 Less unamortized debt issuance costs 19.3 22.5 21.6 Long-term debt $ 2,628.8 $ 3,155.6 $ 2,826.2 Credit Facilities On April 8, 2022, the Company entered into a sixth amended and restated credit agreement (the “Sixth A&R Credit Agreement”), providing the Company and certain of its subsidiaries with five-year senior secured loan facilities in the aggregate principal amount of $2,500.0, comprised of a revolving credit facility of $1,500.0 and a term loan in the original principal amount of $1,000.0 (the “Sixth A&R Credit Facilities”). The Sixth A&R Credit Agreement will terminate on April 8, 2027. The Sixth A&R Credit Facilities are available for the issuance of letters of credit up to $100.0. The terms of the Sixth A&R Credit Agreement include customary representations and warranties, affirmative and negative covenants, financial covenants, and events of default. Under the terms of the Sixth A&R Credit Agreement, loans bear interest, at the Company’s election, at a rate per annum equal to either (i) the Alternate Base Rate plus the Applicable Spread (each, as defined in the Sixth A&R Credit Agreement) or (ii) the Adjusted Term SOFR Rate for the Interest Period in effect for such borrowing plus the Applicable Spread (all as defined in the Sixth A&R Credit Agreement). Swingline Loans bear interest at the applicable Swingline Rate set forth in the Sixth A&R Credit Agreement. Interest rates for other select non-U.S. dollar borrowings, including borrowings denominated in euro, Pounds Sterling and Canadian dollars, are based on separate interest rate indices, as set forth in the Sixth A&R Credit Agreement. On June 8, 2022, the Company entered into Amendment No. 1 (“Amendment No. 1”) to the Sixth A&R Credit Agreement. Amendment No. 1 increased the maximum permitted leverage ratio for the quarterly leverage covenant until April 1, 2024. Amendment No. 1 also increased the interest rate applicable to borrowings under the revolving credit facility by 35 bps and the term loan facility by 50 bps, and increased the annual facility fee rate on the revolving credit facility by 15 bps, in each case, when the Company’s quarterly-tested leverage ratio exceeded 4.75. On July 31, 2023, the Company entered into Amendment No. 2 (“Amendment No. 2”) to the Sixth A&R Credit Agreement. Pursuant to Amendment No. 2, the Sixth A&R Credit Agreement was amended to (i) reduce the revolving loan commitments by $250.0; (ii) increase the maximum permitted leverage ratio for the quarterly leverage covenant until the earlier of (a) October 1, 2025 and (b) subject to certain conditions specified in Amendment No. 2, the termination by the Company of such adjustment (such period, the “Leverage Adjustment Period”); (iii) replace the interest coverage covenant with a fixed charge coverage covenant; (iv) increase the interest rate applicable to borrowings under the revolving credit facility and the term loan facility by 0.25% for each existing pricing tier and add a pricing tier that is applicable for periods when the leverage ratio is in excess of 6.0; (v) limit the amount of certain incremental investments, loans and advances to $25.0 during the Leverage Adjustment Period; and (vi) add the Company’s intellectual property (subject to certain agreed exceptions) as collateral to secure its obligations under the Sixth A&R Credit Agreement. Additionally, Amendment No. 2 limits the Company’s ability to declare or pay any discretionary dividends, distributions or other restricted payments during the Leverage Adjustment Period to only the payment of (i) regularly scheduled cash dividends to holders of its Common Shares in an aggregate amount not to exceed $225.0 per fiscal year and (ii) other dividends, distributions or other restricted payments in an aggregate amount not to exceed $25.0. Amendment No. 2 also requires pro forma compliance with certain leverage levels specified in Amendment No. 2 with respect to the Company’s ability to make certain investments. Pursuant to Amendment No. 2, the Sixth A&R Credit Agreement is secured by (i) a perfected first priority security interest in all of the accounts receivable, inventory, equipment and intellectual property of Scotts Miracle-Gro and certain of its domestic subsidiaries and (ii) the pledge of all of the capital stock of certain of Scotts Miracle-Gro’s domestic subsidiaries and a portion of the capital stock of certain of its foreign subsidiaries. At July 1, 2023, the Company had letters of credit outstanding in the aggregate principal amount of $5.0 and had $1,349.9 of borrowing availability under the Sixth A&R Credit Agreement. The weighted average interest rates on average borrowings under the credit facilities, excluding the impact of interest rate swaps, were 7.3% and 2.1% for the nine months ended July 1, 2023 and July 2, 2022, respectively. The Sixth A&R Credit Agreement contains, among other obligations, an affirmative covenant regarding the Company’s leverage ratio determined as of the end of each of its fiscal quarters calculated as average total indebtedness, divided by the Company’s earnings before interest, taxes, depreciation and amortization, as adjusted pursuant to the terms of Amendment No. 2 (“Adjusted EBITDA”). Pursuant to Amendment No. 2, the maximum permitted leverage ratio is (i) 7.00 for the third quarter of fiscal 2023, (ii) 7.75 for the fourth quarter of fiscal 2023, (iii) 8.25 for the first quarter of fiscal 2024, (iv) 7.75 for the second quarter of fiscal 2024, (v) 6.50 for the third quarter of fiscal 2024, (vi) 6.00 for the fourth quarter of fiscal 2024, (vii) 5.50 for the first quarter of fiscal 2025, (viii) 5.25 for the second quarter of fiscal 2025, (ix) 5.00 for the third quarter of fiscal 2025, (x) 4.75 for the fourth quarter of fiscal 2025, and (xi) 4.50 for the first quarter of fiscal 2026 and thereafter. The Company’s leverage ratio was 6.15 at July 1, 2023. Pursuant to Amendment No. 2, the Sixth A&R Credit Agreement also contains an affirmative covenant regarding the Company’s fixed charge coverage ratio determined as of the end of each of its fiscal quarters ending on or after September 30, 2023. The fixed charge coverage ratio is calculated as Adjusted EBITDA minus capital expenditures and expense for taxes paid in cash, divided by the sum of interest expense plus restricted payments, as described in Amendment No. 2. The minimum required fixed charge coverage ratio is (i) 0.75 for the fourth quarter of fiscal 2023 through the third quarter of fiscal 2024 and (ii) 1.00 for the fourth quarter of fiscal 2024 and thereafter. As of July 1, 2023, the Company was in compliance with all applicable covenants in the agreements governing its debt. Based on the Company’s projections of its financial performance for the twelve-month period subsequent to the date of the filing of this Form 10-Q, the Company expects to remain in compliance with the financial covenants under the Sixth A&R Credit Agreement. However, the Company’s assessment of its ability to meet its future obligations is inherently subjective, judgment-based, and susceptible to change based on future events. A covenant violation may result in an event of default. Such a default would allow the lenders under the Sixth A&R Credit Agreement to accelerate the maturity of the indebtedness thereunder and would also implicate cross-default provisions under the Senior Notes, as defined below, and cause the Senior Notes to become due and payable at that time. As of July 1, 2023, the Company’s indebtedness under the Sixth A&R Credit Agreement and Senior Notes was $2,682.6. The Company does not have sufficient cash on hand or available liquidity that can be utilized to repay these outstanding amounts in the event of default. As part of its contingency planning to address potential future circumstances that could result in noncompliance, the Company has contemplated alternative plans including additional restructuring activities to reduce operating expenses and certain cash management strategies that are within the Company’s control. Additionally, the Company has contemplated alternative plans that are subject to market conditions and not in the Company’s control, including, among others, discussions with its lenders to amend the terms of its financial covenants under the Sixth A&R Credit Agreement and generating cash by completing other financing transactions, which may include issuing equity. There is no assurance that the Company will be successful in implementing these alternative plans. Senior Notes On December 15, 2016, Scotts Miracle-Gro issued $250.0 aggregate principal amount of 5.250% Senior Notes due 2026 (the “5.250% Senior Notes”). The 5.250% Senior Notes represent general unsecured senior obligations and rank equal in right of payment with the Company’s existing and future unsecured senior debt. The 5.250% Senior Notes have interest payment dates of June 15 and December 15 of each year. On October 22, 2019, Scotts Miracle-Gro issued $450.0 aggregate principal amount of 4.500% Senior Notes due 2029 (the “4.500% Senior Notes”). The 4.500% Senior Notes represent general unsecured senior obligations and rank equal in right of payment with the Company’s existing and future unsecured senior debt. The 4.500% Senior Notes have interest payment dates of April 15 and October 15 of each year. On March 17, 2021, Scotts Miracle-Gro issued $500.0 aggregate principal amount of 4.000% Senior Notes due 2031 (the “4.000% Senior Notes”). The 4.000% Senior Notes represent general unsecured senior obligations and rank equal in right of payment with the Company’s existing and future unsecured senior debt. The 4.000% Senior Notes have interest payment dates of April 1 and October 1 of each year. On August 13, 2021, Scotts Miracle-Gro issued $400.0 aggregate principal amount of 4.375% Senior Notes due 2032 (the “4.375% Senior Notes”). The 4.375% Senior Notes represent general unsecured senior obligations and rank equal in right of payment with the Company’s existing and future unsecured senior debt. The 4.375% Senior Notes have interest payment dates of February 1 and August 1 of each year. Substantially all of Scotts Miracle-Gro’s directly and indirectly owned domestic subsidiaries serve as guarantors of the 5.250% Senior Notes, the 4.500% Senior Notes, the 4.000% Senior Notes and the 4.375% Senior Notes. Receivables Facility On April 7, 2017, the Company entered into a Master Repurchase Agreement (including the annexes thereto, the “Repurchase Agreement”) and a Master Framework Agreement, as amended (the “Framework Agreement” and, together with the Repurchase Agreement, the “Receivables Facility”). Under the Receivables Facility, the Company 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 receivable which may be sold under the Receivables Facility is $400.0 and the commitment amount during the seasonal commitment period that began on February 24, 2023 and ended on June 16, 2023 was $160.0. The Receivables Facility expires on August 18, 2023. The Company accounts for the sale of receivables under the Receivables Facility as short-term debt and continues to carry the receivables on its Condensed Consolidated Balance Sheets, primarily as a result of the Company’s requirement to repurchase receivables sold. As of July 1, 2023 and July 2, 2022, there were $398.0 and $250.0, respectively, in borrowings on receivables pledged as collateral under the Receivables Facility, and the carrying value of the receivables pledged as collateral was $442.2 and $277.8, respectively. Interest Rate Swap Agreements The Company enters into interest rate swap agreements with major financial institutions that effectively convert a portion of the Company’s 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 of July 1, 2023, July 2, 2022 and September 30, 2022 had a maximum total U.S. dollar equivalent notional amount of $600.0, $800.0, and $800.0 respectively. The notional amount, effective date, expiration date and rate of each of the swap agreements outstanding at July 1, 2023 are shown in the table below: Notional Effective Expiration Fixed 200 (b) 1/20/2022 6/20/2024 0.49 % 200 6/7/2023 6/8/2026 0.80 % 150 6/7/2023 4/7/2027 3.37 % 50 6/7/2023 4/7/2027 3.34 % (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. Weighted Average Interest Rate |
EQUITY
EQUITY | 9 Months Ended |
Jul. 01, 2023 | |
Equity [Abstract] | |
EQUITY | EQUITY The following tables provide a summary of the changes in equity for each of the periods indicated: Common Shares Retained Treasury Accumulated Other Total Balance at September 30, 2022 $ 364.0 $ 1,020.1 $ (1,091.8) $ (144.6) $ 147.7 Net income (loss) — (64.7) — — (64.7) Other comprehensive income (loss) — — — (24.6) (24.6) Share-based compensation 20.8 — — — 20.8 Dividends declared ($0.66 per share) — (37.5) — — (37.5) Treasury share purchases — — (0.8) — (0.8) Treasury share issuances (17.2) — 35.9 — 18.7 Balance at December 31, 2022 367.6 917.9 (1,056.7) (169.3) 59.5 Net income (loss) — 109.4 — — 109.4 Other comprehensive income (loss) — — — (17.8) (17.8) Share-based compensation 37.2 — — — 37.2 Dividends declared ($0.66 per share) — (37.0) — — (37.0) Treasury share purchases — — (5.6) — (5.6) Treasury share issuances (30.4) — 22.3 — (8.1) Balance at April 1, 2023 374.3 990.3 (1,040.0) (187.1) 137.5 Net income (loss) — 43.7 — — 43.7 Other comprehensive income (loss) — — — 6.6 6.6 Share-based compensation (5.8) — — — (5.8) Dividends declared ($0.66 per share) — (37.2) — — (37.2) Treasury share purchases — — (2.8) — (2.8) Treasury share issuances (18.0) — 10.8 — (7.2) Balance at July 1, 2023 $ 350.5 $ 996.8 $ (1,032.0) $ (180.5) $ 134.8 The sum of the components may not equal due to rounding. Common Shares Retained Treasury Accumulated Other Total Balance at September 30, 2021 $ 477.0 $ 1,605.1 $ (1,002.4) $ (66.4) $ 1,013.3 Net income (loss) — (50.0) — — (50.0) Other comprehensive income (loss) — — — 5.7 5.7 Share-based compensation 7.3 — — — 7.3 Dividends declared ($0.66 per share) — (37.3) — — (37.3) Treasury share purchases — — (129.5) — (129.5) Treasury share issuances 2.6 — 19.5 — 22.1 Balance at January 1, 2022 486.9 1,517.8 (1,112.4) (60.7) 831.6 Net income (loss) — 276.5 — — 276.5 Other comprehensive income (loss) — — — 12.3 12.3 Share-based compensation 15.9 — — — 15.9 Dividends declared ($0.66 per share) — (35.5) — — (35.5) Treasury share purchases — — (128.1) — (128.1) Treasury share issuances (141.0) — 143.3 — 2.3 Balance at April 2, 2022 361.8 1,758.8 (1,097.2) (48.4) 975.0 Net income (loss) — (443.9) — — (443.9) Other comprehensive income (loss) — — — (76.3) (76.3) Share-based compensation 1.6 — — — 1.6 Dividends declared ($0.66 per share) — (38.0) — — (38.0) Treasury share purchases — — (0.1) — (0.1) Treasury share issuances (1.4) — 1.2 — (0.2) Balance at July 2, 2022 $ 362.0 $ 1,276.9 $ (1,096.1) $ (124.7) $ 418.1 The sum of the components may not equal due to rounding. Accumulated Other Comprehensive Loss Changes in accumulated other comprehensive loss (“AOCL”) by component were as follows for each of the periods indicated: Three Months Ended Foreign Currency Net Unrealized Gain (Loss) Net Unrealized Gain (Loss) Pension and Other Post-Retirement Accumulated Other Balance at April 1, 2023 $ (20.7) $ 11.8 $ (105.7) $ (72.6) $ (187.1) Other comprehensive income (loss) before reclassifications 2.7 9.7 0.6 — 13.0 Amounts reclassified from accumulated other comprehensive net income (loss) — (4.3) — (0.8) (5.1) Income tax benefit (expense) — (1.4) (0.1) 0.2 (1.3) Net current period other comprehensive income (loss) 2.7 4.0 0.5 (0.6) 6.6 Balance at July 1, 2023 $ (18.0) $ 15.8 $ (105.2) $ (73.2) $ (180.5) Balance at April 2, 2022 $ (7.3) $ 31.5 $ (2.1) $ (70.5) $ (48.4) Other comprehensive income (loss) before reclassifications (12.3) (12.2) (79.2) — (103.7) Amounts reclassified from accumulated other comprehensive net income (loss) — 1.9 — 4.9 6.8 Income tax benefit (expense) — 2.7 19.2 (1.3) 20.6 Net current period other comprehensive income (loss) (12.3) (7.6) (60.0) 3.6 (76.3) Balance at July 2, 2022 $ (19.6) $ 23.9 $ (62.1) $ (67.0) $ (124.7) The sum of the components may not equal due to rounding. Nine Months Ended Foreign Currency Net Unrealized Gain (Loss) Net Unrealized Gain (Loss) Pension and Other Post-Retirement Accumulated Other Balance at September 30, 2022 $ (28.9) $ 33.3 $ (79.7) $ (69.3) $ (144.6) Other comprehensive income (loss) before reclassifications 10.9 (3.2) (33.5) — (25.8) Amounts reclassified from accumulated other comprehensive net income (loss) — (20.3) — (5.1) (25.4) Income tax benefit (expense) — 5.9 8.0 1.3 15.2 Net current period other comprehensive income (loss) 10.9 (17.5) (25.5) (3.8) (35.9) Balance at July 1, 2023 $ (18.0) $ 15.8 $ (105.2) $ (73.2) $ (180.5) Balance at September 30, 2021 $ (1.7) $ 10.2 $ (2.3) $ (72.5) $ (66.4) Other comprehensive income (loss) before reclassifications (17.9) 22.7 (78.9) — (74.1) Amounts reclassified from accumulated other comprehensive net income (loss) — (4.1) — 7.6 3.5 Income tax benefit (expense) — (4.8) 19.1 (2.0) 12.3 Net current period other comprehensive income (loss) (17.9) 13.8 (59.8) 5.6 (58.3) Balance at July 2, 2022 $ (19.6) $ 23.9 $ (62.1) $ (67.0) $ (124.7) The sum of the components may not equal due to rounding. Share Repurchases On February 6, 2020, Scotts Miracle-Gro announced that its Board of Directors authorized the repurchase of up to $750.0 of Common Shares from April 30, 2020 through March 25, 2023. There were no share repurchases under this share repurchase authorization during fiscal 2023 through its expiration on March 25, 2023 . During the three and nine months ended July 2, 2022, Scotts Miracle-Gro repurchased 0.0 million and 1.1 million Common Shares under this share repurchase authorization for $0.0 and $175.0, respectively. Treasury share purchases also include cash paid to tax authorities to satisfy statutory income tax withholding obligations related to share-based compensation of $2.8 and $9.3 for the three and nine months ended July 1, 2023, respectively, and $0.1 and $82.7 for the three and nine months ended July 2, 2022, respectively. Share-Based Awards Total share-based compensation was as follows for each of the periods indicated: Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, Share-based compensation $ (5.8) $ 1.6 $ 52.2 $ 24.8 Related tax benefit recognized 0.6 0.3 11.4 3.8 During the three months ended July 1, 2023, a cumulative adjustment was recognized to share-based compensation expense for certain performance-based award units to reflect management’s assessment of a lower probability of achievement of performance goals. |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 9 Months Ended |
Jul. 01, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER COMMON SHARE | EARNINGS PER COMMON SHARE The following table sets forth a reconciliation of the weighted average number of shares outstanding (in millions) used to calculate basic and diluted net income (loss) per Common Share: Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, Net income (loss) $ 43.7 $ (443.9) $ 88.3 $ (217.5) Basic net income (loss) per common share Weighted-average common shares outstanding during the period 56.2 55.4 55.9 55.6 Basic net income (loss) per common share $ 0.78 $ (8.01) $ 1.58 $ (3.91) Diluted net income (loss) per common share Weighted-average common shares outstanding during the period 56.2 55.4 55.9 55.6 Dilutive potential common shares 0.4 — 0.4 — Weighted-average common shares outstanding during the period plus dilutive potential common shares 56.6 55.4 56.3 55.6 Diluted net income (loss) per common share $ 0.77 $ (8.01) $ 1.57 $ (3.91) Antidilutive stock options outstanding 0.2 0.2 0.4 0.2 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Jul. 01, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The effective tax rates for the nine months ended July 1, 2023 and July 2, 2022 were 17.7% and 24.1%, respectively. The effective tax rate used for interim reporting purposes is based on management’s best estimate of factors impacting the effective tax rate for the full fiscal year and includes the impact of discrete items recognized in the quarter. 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. During the three and nine months ended July 2, 2022, the Company recognized non-cash, pre-tax goodwill and intangible asset impairment charges of $632.4 related to its Hawthorne segment in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations. The tax impact of the impairment charges was a benefit of $138.0, which is net of the impact of non-deductible goodwill of $18.5, for the three and nine months ended July 2, 2022 and was recorded in the “Income tax expense (benefit)” line in the Condensed Consolidated Statements of Operations. The tax impact of non-deductible goodwill was considered a discrete item because the Company has no remaining non-deductible goodwill. This discrete item decreased the effective tax rate by approximately 640 bps for the nine months ended July 2, 2022 because the Company incurred a net loss during this period. Scotts Miracle-Gro or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state, local and foreign jurisdictions. Subject to the following exceptions, the Company is no longer subject to examination by these tax authorities for fiscal years prior to 2020. There are currently no ongoing audits with respect to the U.S. federal jurisdiction. With respect to the foreign jurisdictions, a German audit covering fiscal years 2018 through 2020 and a Canadian audit covering fiscal years 2020 through 2021 are in process. The Company is currently under examination by certain U.S. state and local tax authorities covering various periods from fiscal years 2017 through 2021. In addition to the aforementioned audits, certain other tax deficiency notices and refund claims for previous years remain unresolved. |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Jul. 01, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIES Management regularly evaluates the Company’s contingencies, including various judicial and administrative proceedings and claims arising in the ordinary course of business, including product and general liabilities, workers’ compensation, property losses and other liabilities for which the Company is self-insured or retains a high exposure limit. Self-insurance accruals are established based on actuarial loss estimates for specific individual claims plus actuarially estimated amounts for incurred but not reported claims and adverse development factors applied to existing claims. Legal costs incurred in connection with the resolution of claims, lawsuits and other contingencies generally are expensed as incurred. In the opinion of management, the assessment of contingencies is reasonable and related accruals, in the aggregate, are adequate; however, there can be no assurance that final resolution of these matters will not have a material effect on the Company’s financial condition, results of operations or cash flows. Regulatory Matters At July 1, 2023, the Company had recorded liabilities of $2.5 for environmental actions, the majority of which are for site remediation. The Company believes that the amounts accrued are adequate to cover such known environmental exposures based on current facts and estimates of likely outcomes. Although it is reasonably possible that the costs to resolve such known environmental exposures will exceed the amounts accrued, any variation from accrued amounts is not expected to be material. Other The Company has been named as a defendant in a number of cases alleging injuries that the lawsuits claim resulted from exposure to asbestos-containing products, apparently based on the Company’s historic use of vermiculite in certain of its products. In many of these cases, the complaints are not specific about the plaintiffs’ contacts with the Company or its products. The cases vary, but complaints in these cases generally seek unspecified monetary damages (actual, compensatory, consequential and punitive) from multiple defendants. The Company believes that the claims against it are without merit and is vigorously defending against them. No accruals have been recorded in the Company’s condensed consolidated financial statements as the likelihood of a loss is not probable at this time; and the Company does not believe a reasonably possible loss would be material to, nor does it expect the ultimate resolution of these cases will have a material adverse effect on, the Company’s financial condition, results of operations or cash flows. There can be no assurance that future developments related to pending claims or claims filed in the future, whether as a result of adverse outcomes or as a result of significant defense costs, will not have a material effect on the Company’s financial condition, results of operations or cash flows. The Company is involved in other lawsuits and claims which arise in the normal course of business. These claims individually and in the aggregate are not expected to result in a material effect on the Company’s financial condition, results of operations or cash flows. |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 9 Months Ended |
Jul. 01, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES The Company is exposed to market risks, such as changes in interest rates, currency exchange rates and commodity prices. To manage a portion of the volatility related to these exposures, the Company enters into various financial transactions. The utilization of these financial transactions is governed by policies covering acceptable counterparty exposure, instrument types and other hedging practices. The Company does not hold or issue derivative financial instruments for speculative trading purposes. Exchange Rate Risk Management The Company uses currency forward contracts to manage the exchange rate risk associated with intercompany loans and certain other balances denominated in foreign currencies. Currency forward contracts are valued using observable forward rates in commonly quoted intervals for the full term of the contracts. The notional amount of outstanding currency forward contracts was $121.7, $167.7 and $178.6 at July 1, 2023, July 2, 2022 and September 30, 2022, respectively. Contracts outstanding at July 1, 2023 will mature over the next fiscal quarter. Interest Rate Risk Management The Company enters into interest rate swap agreements as a means to hedge its variable interest rate risk on debt instruments. Net amounts to be received or paid under the swap agreements are reflected as adjustments to interest expense. The Company has outstanding interest rate swap agreements with major financial institutions that effectively convert a portion of the Company’s variable-rate debt to a fixed rate. Interest rate swap agreements are valued based on the present value of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date. Swap agreements that were hedging interest payments as of July 1, 2023, July 2, 2022 and September 30, 2022 had a maximum total U.S. dollar equivalent notional amount of $600.0, $800.0 and $800.0, respectively. Refer to “NOTE 8. DEBT” for the terms of the swap agreements outstanding at July 1, 2023. Included in the AOCL balance at July 1, 2023 was a gain of $12.0 related to interest rate swap agreements that is expected to be reclassified to earnings during the next twelve months, consistent with the timing of the underlying hedged transactions. Commodity Price Risk Management The Company enters into hedging arrangements designed to fix the price of a portion of its projected future urea and diesel requirements. Commodity contracts are valued using observable commodity exchange prices in active markets. Included in the AOCL balance at July 1, 2023 was a loss of $5.0 related to commodity hedges that is expected to be reclassified to earnings during the next twelve months, consistent with the timing of the underlying hedged transactions. The Company had the following outstanding commodity contracts that were entered into to hedge forecasted purchases: Commodity July 1, July 2, September 30, Urea 51,000 tons 79,500 tons 54,000 tons Diesel 2,268,000 gallons 4,074,000 gallons 3,150,000 gallons Heating Oil 1,008,000 gallons 1,470,000 gallons 1,218,000 gallons Fair Values of Derivative Instruments The fair values of the Company’s derivative instruments, which represent Level 2 fair value measurements, were as follows: Assets / (Liabilities) Derivatives Designated as Hedging Instruments Balance Sheet Location July 1, July 2, September 30, Interest rate swap agreements Prepaid and other current assets $ 16.3 $ 8.0 $ 12.8 Other assets 13.1 12.3 18.2 Commodity hedging instruments Prepaid and other current assets — 1.7 2.4 Other current liabilities (0.9) (2.4) — Total derivatives designated as hedging instruments $ 28.5 $ 19.6 $ 33.4 Derivatives Not Designated as Hedging Instruments Balance Sheet Location Currency forward contracts Prepaid and other current assets $ — $ 3.0 $ 3.4 Other current liabilities (2.0) — — Commodity hedging instruments Prepaid and other current assets — 3.1 0.4 Other current liabilities (0.4) — — Total derivatives not designated as hedging instruments (2.4) 6.1 3.8 Total derivatives $ 26.1 $ 25.7 $ 37.2 The effect of derivative instruments on AOCL, net of tax, and the Condensed Consolidated Statements of Operations for each of the periods presented was as follows: Derivatives in Cash Flow Hedging Relationships Amount of Gain / (Loss) Recognized in AOCL Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, Interest rate swap agreements $ 8.0 $ 1.3 $ 7.3 $ 15.7 Commodity hedging instruments (0.8) (10.3) (9.7) 1.1 Total $ 7.2 $ (9.0) $ (2.4) $ 16.8 Derivatives in Cash Flow Hedging Relationships Reclassified from Amount of Gain / (Loss) Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, Interest rate swap agreements Interest expense $ 3.9 $ (0.4) $ 9.0 $ (2.6) Commodity hedging instruments Cost of sales (0.7) (1.0) 6.1 5.6 Total $ 3.2 $ (1.4) $ 15.1 $ 3.0 Derivatives Not Designated as Hedging Instruments Recognized in Amount of Gain / (Loss) Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, Currency forward contracts Other income / expense, net $ (2.9) $ 11.3 $ (19.5) $ 16.3 Commodity hedging instruments Cost of sales (1.0) 4.6 (0.1) 11.1 Total $ (3.9) $ 15.9 $ (19.6) $ 27.4 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Jul. 01, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The following table summarizes the fair value of the Company’s assets and liabilities for which disclosure of fair value is required: Fair Value July 1, July 2, September 30, Carrying Estimated Carrying Estimated Carrying Estimated Assets Cash equivalents Level 1 $ 2.7 $ 2.7 $ 13.4 $ 13.4 $ 64.3 $ 64.3 Other Investment securities in non-qualified retirement plan assets Level 1 41.0 41.0 40.3 40.3 38.4 38.4 Convertible debt investments Level 3 86.5 86.5 139.1 139.1 117.0 117.0 Liabilities Debt instruments Credit facilities – revolving loans Level 2 145.1 145.1 617.4 617.4 300.5 300.5 Credit facilities – term loans Level 2 937.5 937.5 987.5 987.5 975.0 975.0 Senior Notes due 2031 – 4.000% Level 2 500.0 392.5 500.0 373.1 500.0 350.6 Senior Notes due 2032 – 4.375% Level 2 400.0 316.0 400.0 302.0 400.0 284.0 Senior Notes due 2029 – 4.500% Level 2 450.0 389.3 450.0 365.1 450.0 325.7 Senior Notes due 2026 – 5.250% Level 2 250.0 236.9 250.0 232.5 250.0 230.0 Receivables facility Level 2 398.0 398.0 250.0 250.0 75.0 75.0 Other debt Level 2 0.8 0.8 15.9 15.9 12.7 12.7 Changes in the balance of Level 3 convertible debt investments carried at fair value are presented below. There were no transfers into or out of Level 3. Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, Fair value at beginning of period $ 84.8 $ 192.4 $ 117.0 $ 190.3 Purchases — 25.0 — 25.0 Total realized / unrealized gains included in net earnings 1.1 0.9 3.0 2.7 Total realized / unrealized gains (losses) included in OCI 0.6 (79.2) (33.5) (78.9) Fair value at end of period $ 86.5 $ 139.1 $ 86.5 $ 139.1 The amortized cost basis of convertible debt investments was $225.0, $221.1, and $222.1 at July 1, 2023, July 2, 2022, and September 30, 2022, respectively. At July 1, 2023, July 2, 2022, and September 30, 2022, gross unrealized losses on convertible debt investments were $138.5, $82.0, and $105.1 respectively. These investments have been in a continuous unrealized loss position for greater than 12 months as of July 1, 2023. The decline in fair value of the convertible debt investments is related to a decline in the value of the underlying conversion options and is not reflective of a credit risk associated with the notes. The Company believes it will recover its cost basis in the convertible debt securities and that the Company has the ability to hold the securities until they recover in value and had no intent to sell or convert them at July 1, 2023. At July 1, 2023, the period until scheduled maturity of the Company’s convertible debt investments was between 4.2 years and 6.2 years. |
LEASES
LEASES | 9 Months Ended |
Jul. 01, 2023 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases certain property and equipment from third parties under various non-cancelable lease agreements, including industrial, commercial and office properties and equipment that support the management, manufacturing, distribution and research and development of products marketed and sold by the Company. The lease agreements generally require that the Company pay taxes, insurance and maintenance expenses related to the leased assets. At July 1, 2023, the Company had entered into operating leases that were yet to commence with a combined total expected lease liability of $19.1. From time to time, the Company will sublease portions of its facilities, resulting in sublease income. Sublease income and the related cash flows were not material to the condensed consolidated financial statements for the three and nine months ended July 1, 2023 and July 2, 2022. The Company leases certain vehicles (primarily cars and light trucks) under agreements that are cancellable after the first year, but typically continue on a month-to-month basis until canceled by the Company. The vehicle leases and certain other non-cancelable operating leases contain residual value guarantees that create a contingent obligation on the part of the Company to compensate the lessor if the leased asset cannot be sold for an amount in excess of a specified minimum value at the conclusion of the lease term. If all such vehicle leases had been canceled as of July 1, 2023, the Company’s residual value guarantee would have approximated $3.9. Supplemental balance sheet information related to the Company’s leases was as follows: Balance Sheet Location July 1, July 2, September 30, Operating leases: Right-of-use assets Other assets $ 266.2 $ 280.1 $ 288.9 Current lease liabilities Other current liabilities 77.7 71.8 76.2 Non-current lease liabilities Other liabilities 216.4 217.7 223.2 Total operating lease liabilities $ 294.1 $ 289.5 $ 299.4 Finance leases: Right-of-use assets Property, plant and equipment, net $ 15.2 $ 26.9 $ 26.4 Current lease liabilities Current portion of debt 1.9 6.1 6.4 Non-current lease liabilities Long-term debt 15.5 23.2 22.5 Total finance lease liabilities $ 17.4 $ 29.3 $ 28.9 Components of lease cost were as follows: Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, Operating lease cost (a) $ 22.0 $ 21.4 $ 68.1 $ 63.8 Variable lease cost 6.7 9.5 20.3 30.4 Finance lease cost Amortization of right-of-use assets 0.5 1.6 2.5 4.8 Interest on lease liabilities 0.2 0.3 0.6 0.9 Total finance lease cost $ 0.7 $ 1.9 $ 3.1 $ 5.7 (a) Operating lease cost includes amortization of right-of-use assets of $20.1 and $62.9 for the three and nine months ended July 1, 2023, respectively, and $18.5 and $55.4 for the three and nine months ended July 2, 2022, respectively. Short-term lease expense is excluded from operating lease cost and is not material. Supplemental cash flow information and non-cash activity related to the Company’s leases were as follows: Nine Months Ended July 1, July 2, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases, net $ 69.8 $ 62.3 Operating cash flows from finance leases 0.6 0.9 Financing cash flows from finance leases 2.2 4.4 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 67.6 $ 45.0 Finance leases — 0.4 Weighted-average remaining lease term and discount rate for the Company’s leases were as follows: July 1, July 2, September 30, Weighted-average remaining lease term (in years): Operating leases 4.6 5.1 4.9 Finance leases 9.6 7.5 7.3 Weighted-average discount rate: Operating leases 4.1 % 3.3 % 3.5 % Finance leases 4.4 % 4.3 % 4.3 % Maturities of lease liabilities by fiscal year for the Company’s leases as of July 1, 2023 were as follows: Year Operating Leases Finance Leases 2023 (remainder of the year) $ 22.9 $ 0.6 2024 87.9 2.6 2025 71.5 2.6 2026 51.6 2.1 2027 28.0 1.8 Thereafter 72.4 11.8 Total lease payments 334.3 21.5 Less: Imputed interest (40.2) (4.1) Total lease liabilities $ 294.1 $ 17.4 |
LEASES | LEASES The Company leases certain property and equipment from third parties under various non-cancelable lease agreements, including industrial, commercial and office properties and equipment that support the management, manufacturing, distribution and research and development of products marketed and sold by the Company. The lease agreements generally require that the Company pay taxes, insurance and maintenance expenses related to the leased assets. At July 1, 2023, the Company had entered into operating leases that were yet to commence with a combined total expected lease liability of $19.1. From time to time, the Company will sublease portions of its facilities, resulting in sublease income. Sublease income and the related cash flows were not material to the condensed consolidated financial statements for the three and nine months ended July 1, 2023 and July 2, 2022. The Company leases certain vehicles (primarily cars and light trucks) under agreements that are cancellable after the first year, but typically continue on a month-to-month basis until canceled by the Company. The vehicle leases and certain other non-cancelable operating leases contain residual value guarantees that create a contingent obligation on the part of the Company to compensate the lessor if the leased asset cannot be sold for an amount in excess of a specified minimum value at the conclusion of the lease term. If all such vehicle leases had been canceled as of July 1, 2023, the Company’s residual value guarantee would have approximated $3.9. Supplemental balance sheet information related to the Company’s leases was as follows: Balance Sheet Location July 1, July 2, September 30, Operating leases: Right-of-use assets Other assets $ 266.2 $ 280.1 $ 288.9 Current lease liabilities Other current liabilities 77.7 71.8 76.2 Non-current lease liabilities Other liabilities 216.4 217.7 223.2 Total operating lease liabilities $ 294.1 $ 289.5 $ 299.4 Finance leases: Right-of-use assets Property, plant and equipment, net $ 15.2 $ 26.9 $ 26.4 Current lease liabilities Current portion of debt 1.9 6.1 6.4 Non-current lease liabilities Long-term debt 15.5 23.2 22.5 Total finance lease liabilities $ 17.4 $ 29.3 $ 28.9 Components of lease cost were as follows: Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, Operating lease cost (a) $ 22.0 $ 21.4 $ 68.1 $ 63.8 Variable lease cost 6.7 9.5 20.3 30.4 Finance lease cost Amortization of right-of-use assets 0.5 1.6 2.5 4.8 Interest on lease liabilities 0.2 0.3 0.6 0.9 Total finance lease cost $ 0.7 $ 1.9 $ 3.1 $ 5.7 (a) Operating lease cost includes amortization of right-of-use assets of $20.1 and $62.9 for the three and nine months ended July 1, 2023, respectively, and $18.5 and $55.4 for the three and nine months ended July 2, 2022, respectively. Short-term lease expense is excluded from operating lease cost and is not material. Supplemental cash flow information and non-cash activity related to the Company’s leases were as follows: Nine Months Ended July 1, July 2, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases, net $ 69.8 $ 62.3 Operating cash flows from finance leases 0.6 0.9 Financing cash flows from finance leases 2.2 4.4 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 67.6 $ 45.0 Finance leases — 0.4 Weighted-average remaining lease term and discount rate for the Company’s leases were as follows: July 1, July 2, September 30, Weighted-average remaining lease term (in years): Operating leases 4.6 5.1 4.9 Finance leases 9.6 7.5 7.3 Weighted-average discount rate: Operating leases 4.1 % 3.3 % 3.5 % Finance leases 4.4 % 4.3 % 4.3 % Maturities of lease liabilities by fiscal year for the Company’s leases as of July 1, 2023 were as follows: Year Operating Leases Finance Leases 2023 (remainder of the year) $ 22.9 $ 0.6 2024 87.9 2.6 2025 71.5 2.6 2026 51.6 2.1 2027 28.0 1.8 Thereafter 72.4 11.8 Total lease payments 334.3 21.5 Less: Imputed interest (40.2) (4.1) Total lease liabilities $ 294.1 $ 17.4 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Jul. 01, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company divides its operations into three reportable segments: U.S. Consumer, Hawthorne and Other. U.S. Consumer consists of the Company’s consumer lawn and garden business in the United States. Hawthorne consists of the Company’s indoor and hydroponic gardening business. Other primarily consists of the Company’s consumer lawn and garden business outside the United States. This identification of reportable segments is consistent with how the segments report to and are managed by the chief operating decision maker of the Company. In addition, Corporate consists of general and administrative expenses and certain other income and expense items not allocated to the business segments. The performance of each reportable segment is evaluated based on several factors, including income (loss) before income taxes, amortization, impairment, restructuring and other charges (“Segment Profit (Loss)”). Senior management uses Segment Profit (Loss) to evaluate segment performance because the Company believes this measure is indicative of performance trends and the overall earnings potential of each segment. The following tables present financial information for the Company’s reportable segments for the periods indicated: Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, Net Sales: U.S. Consumer $ 916.4 $ 904.5 $ 2,642.7 $ 2,626.7 Hawthorne 93.4 154.5 317.6 547.7 Other 108.9 127.1 216.5 256.0 Consolidated $ 1,118.7 $ 1,186.1 $ 3,176.8 $ 3,430.4 Segment Profit (Loss): U.S. Consumer $ 124.8 $ 181.1 $ 553.5 $ 620.7 Hawthorne (8.7) 4.1 (41.7) 2.0 Other 5.8 10.9 21.8 22.7 Total Segment Profit 121.9 196.1 533.6 645.4 Corporate (3.4) (25.2) (77.4) (95.7) Intangible asset amortization (6.7) (9.2) (20.8) (28.5) Impairment, restructuring and other (34.5) (724.2) (193.7) (731.3) Equity in income of unconsolidated affiliates 22.2 15.1 3.5 1.3 Interest expense (47.1) (31.0) (138.1) (83.1) Other non-operating income (expense), net (0.4) 1.7 0.2 5.4 Income (loss) before income taxes $ 52.0 $ (576.7) $ 107.3 $ (286.5) The following table presents net sales by product category for the periods indicated: Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, U.S. Consumer: Growing media and mulch $ 552.9 $ 488.7 $ 1,167.2 $ 1,110.7 Lawn care 165.0 219.0 844.7 878.9 Controls 113.7 102.2 306.5 298.9 Roundup ® marketing agreement 30.7 30.8 121.7 115.5 Other, primarily gardening 54.1 63.8 202.6 222.7 Hawthorne: Lighting 20.7 37.5 89.1 128.9 Nutrients 27.3 37.6 74.5 118.6 Growing environments 13.1 27.9 54.6 116.3 Growing media 17.3 25.6 53.6 96.3 Other, primarily hardware 15.0 25.9 45.8 87.6 Other: Growing media 44.3 45.9 84.6 88.8 Lawn care 37.0 46.6 69.3 85.8 Other, primarily gardening and controls 27.6 34.6 62.6 81.4 Total net sales $ 1,118.7 $ 1,186.1 $ 3,176.8 $ 3,430.4 The following table presents net sales by geographic area for the periods indicated: Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, Net sales: United States $ 1,008.3 $ 1,051.0 $ 2,920.5 $ 3,133.2 International 110.4 135.1 256.3 297.2 $ 1,118.7 $ 1,186.1 $ 3,176.8 $ 3,430.4 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Jul. 01, 2023 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations The Scotts Miracle-Gro Company (“Scotts Miracle-Gro”) and its subsidiaries (collectively, with Scotts Miracle-Gro, the “Company”) are engaged in the manufacturing, marketing and sale of products for lawn and garden care and indoor and hydroponic gardening. The Company’s products are sold in North America, Europe and Asia. The Company’s North America consumer lawn and garden business is highly seasonal, with approximately 75% of its annual net sales occurring in the second and third fiscal quarters. The Company’s Hawthorne segment sales are also impacted by seasonal patterns for certain product categories due to the timing of outdoor growing in North America during the second and third fiscal quarters, and the timing of certain controlled agricultural lighting project sales during the third and fourth fiscal quarters. |
Organization and Basis of Presentation | Organization and Basis of Presentation The Company’s unaudited condensed consolidated financial statements for the three and nine months ended July 1, 2023 and July 2, 2022 are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The condensed consolidated financial statements include the accounts of Scotts Miracle-Gro and its subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation. The Company’s consolidation criteria are based on majority ownership (as evidenced by a majority voting interest in the entity) and an objective evaluation and determination of effective management control. The results of businesses acquired or disposed of are included in the condensed consolidated financial statements from the date of each acquisition or up to the date of disposal, respectively. In the opinion of management, interim results reflect all normal and recurring adjustments and are not necessarily indicative of results for a full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted or condensed pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, this Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2023 (this “Form 10-Q”) should be read in conjunction with Scotts Miracle-Gro’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022 (the “2022 Annual Report”), which includes a complete set of footnote disclosures, including the Company’s significant accounting policies. |
Long-Lived Assets | Long-Lived Assets The Company had non-cash investing activities of $7.6 and $13.3 during the nine months ended July 1, 2023 and July 2, 2022, respectively, representing unpaid liabilities to acquire property, plant and equipment. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Jul. 01, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information was as follows: Nine Months Ended July 1, July 2, Interest paid $ 143.3 $ 87.8 Income tax payments (refunds), net (15.4) 26.9 |
IMPAIRMENT, RESTRUCTURING AND_2
IMPAIRMENT, RESTRUCTURING AND OTHER (Tables) | 9 Months Ended |
Jul. 01, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedules of Impairment, Restructuring and Other Charges, and Activity Related to Liabilities | The following table details impairment, restructuring and other charges for each of the periods presented: Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, Cost of sales—impairment, restructuring and other: Restructuring and other charges, net $ 28.6 $ 58.8 $ 134.3 $ 61.3 Right-of-use asset impairments 3.7 — 19.1 — Property, plant and equipment impairments 0.5 7.0 8.4 9.8 Operating expenses: Restructuring and other charges, net 1.7 25.3 32.0 27.1 Goodwill and intangible asset impairments — 633.1 — 633.1 Total impairment, restructuring and other charges $ 34.5 $ 724.2 $ 193.8 $ 731.3 The following table summarizes the activity related to liabilities associated with restructuring activities during the nine months ended July 1, 2023: Amounts accrued at September 30, 2022 $ 31.5 Restructuring charges 30.6 Payments (35.2) Amounts accrued at July 1, 2023 $ 26.9 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Jul. 01, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consisted of the following for each of the periods presented: July 1, July 2, September 30, Finished goods $ 534.4 $ 988.0 $ 926.2 Raw materials 271.3 310.4 293.2 Work-in-process 79.2 109.2 124.1 Total $ 884.9 $ 1,407.6 $ 1,343.5 |
MARKETING AGREEMENT (Tables)
MARKETING AGREEMENT (Tables) | 9 Months Ended |
Jul. 01, 2023 | |
Marketing Agreement [Abstract] | |
Schedule of Net Commission and Reimbursements Earned Under Marketing Agreement | The elements of the net commission and reimbursements earned under the Third Restated Agreement and included in the “Net sales” line in the Condensed Consolidated Statements of Operations are as follows: Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, Gross commission $ 12.3 $ 20.9 $ 70.9 $ 73.4 Contribution expenses (4.5) (4.5) (13.5) (13.5) Net commission 7.8 16.4 57.4 59.9 Reimbursements associated with Roundup ® marketing agreement 23.5 14.8 65.9 56.4 Total net sales associated with Roundup ® marketing agreement $ 31.3 $ 31.2 $ 123.3 $ 116.3 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Jul. 01, 2023 | |
Debt Disclosure [Abstract] | |
Components of Long-Term Debt | The components of debt are as follows: July 1, July 2, September 30, Credit Facilities: Revolving loans $ 145.1 $ 617.4 $ 300.5 Term loans 937.5 987.5 975.0 Senior Notes due 2031 – 4.000% 500.0 500.0 500.0 Senior Notes due 2032 – 4.375% 400.0 400.0 400.0 Senior Notes due 2029 – 4.500% 450.0 450.0 450.0 Senior Notes due 2026 – 5.250% 250.0 250.0 250.0 Receivables facility 398.0 250.0 75.0 Finance lease obligations 17.4 29.3 28.9 Other 0.8 15.9 12.7 Total debt 3,098.8 3,500.1 2,992.1 Less current portions 450.7 322.0 144.3 Less unamortized debt issuance costs 19.3 22.5 21.6 Long-term debt $ 2,628.8 $ 3,155.6 $ 2,826.2 |
Schedule of Interest Rate Swap Agreements | The notional amount, effective date, expiration date and rate of each of the swap agreements outstanding at July 1, 2023 are shown in the table below: Notional Effective Expiration Fixed 200 (b) 1/20/2022 6/20/2024 0.49 % 200 6/7/2023 6/8/2026 0.80 % 150 6/7/2023 4/7/2027 3.37 % 50 6/7/2023 4/7/2027 3.34 % (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. |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Jul. 01, 2023 | |
Equity [Abstract] | |
Summary of Changes in Equity | The following tables provide a summary of the changes in equity for each of the periods indicated: Common Shares Retained Treasury Accumulated Other Total Balance at September 30, 2022 $ 364.0 $ 1,020.1 $ (1,091.8) $ (144.6) $ 147.7 Net income (loss) — (64.7) — — (64.7) Other comprehensive income (loss) — — — (24.6) (24.6) Share-based compensation 20.8 — — — 20.8 Dividends declared ($0.66 per share) — (37.5) — — (37.5) Treasury share purchases — — (0.8) — (0.8) Treasury share issuances (17.2) — 35.9 — 18.7 Balance at December 31, 2022 367.6 917.9 (1,056.7) (169.3) 59.5 Net income (loss) — 109.4 — — 109.4 Other comprehensive income (loss) — — — (17.8) (17.8) Share-based compensation 37.2 — — — 37.2 Dividends declared ($0.66 per share) — (37.0) — — (37.0) Treasury share purchases — — (5.6) — (5.6) Treasury share issuances (30.4) — 22.3 — (8.1) Balance at April 1, 2023 374.3 990.3 (1,040.0) (187.1) 137.5 Net income (loss) — 43.7 — — 43.7 Other comprehensive income (loss) — — — 6.6 6.6 Share-based compensation (5.8) — — — (5.8) Dividends declared ($0.66 per share) — (37.2) — — (37.2) Treasury share purchases — — (2.8) — (2.8) Treasury share issuances (18.0) — 10.8 — (7.2) Balance at July 1, 2023 $ 350.5 $ 996.8 $ (1,032.0) $ (180.5) $ 134.8 The sum of the components may not equal due to rounding. Common Shares Retained Treasury Accumulated Other Total Balance at September 30, 2021 $ 477.0 $ 1,605.1 $ (1,002.4) $ (66.4) $ 1,013.3 Net income (loss) — (50.0) — — (50.0) Other comprehensive income (loss) — — — 5.7 5.7 Share-based compensation 7.3 — — — 7.3 Dividends declared ($0.66 per share) — (37.3) — — (37.3) Treasury share purchases — — (129.5) — (129.5) Treasury share issuances 2.6 — 19.5 — 22.1 Balance at January 1, 2022 486.9 1,517.8 (1,112.4) (60.7) 831.6 Net income (loss) — 276.5 — — 276.5 Other comprehensive income (loss) — — — 12.3 12.3 Share-based compensation 15.9 — — — 15.9 Dividends declared ($0.66 per share) — (35.5) — — (35.5) Treasury share purchases — — (128.1) — (128.1) Treasury share issuances (141.0) — 143.3 — 2.3 Balance at April 2, 2022 361.8 1,758.8 (1,097.2) (48.4) 975.0 Net income (loss) — (443.9) — — (443.9) Other comprehensive income (loss) — — — (76.3) (76.3) Share-based compensation 1.6 — — — 1.6 Dividends declared ($0.66 per share) — (38.0) — — (38.0) Treasury share purchases — — (0.1) — (0.1) Treasury share issuances (1.4) — 1.2 — (0.2) Balance at July 2, 2022 $ 362.0 $ 1,276.9 $ (1,096.1) $ (124.7) $ 418.1 The sum of the components may not equal due to rounding. |
Schedule of Accumulated Other Comprehensive Loss | Changes in accumulated other comprehensive loss (“AOCL”) by component were as follows for each of the periods indicated: Three Months Ended Foreign Currency Net Unrealized Gain (Loss) Net Unrealized Gain (Loss) Pension and Other Post-Retirement Accumulated Other Balance at April 1, 2023 $ (20.7) $ 11.8 $ (105.7) $ (72.6) $ (187.1) Other comprehensive income (loss) before reclassifications 2.7 9.7 0.6 — 13.0 Amounts reclassified from accumulated other comprehensive net income (loss) — (4.3) — (0.8) (5.1) Income tax benefit (expense) — (1.4) (0.1) 0.2 (1.3) Net current period other comprehensive income (loss) 2.7 4.0 0.5 (0.6) 6.6 Balance at July 1, 2023 $ (18.0) $ 15.8 $ (105.2) $ (73.2) $ (180.5) Balance at April 2, 2022 $ (7.3) $ 31.5 $ (2.1) $ (70.5) $ (48.4) Other comprehensive income (loss) before reclassifications (12.3) (12.2) (79.2) — (103.7) Amounts reclassified from accumulated other comprehensive net income (loss) — 1.9 — 4.9 6.8 Income tax benefit (expense) — 2.7 19.2 (1.3) 20.6 Net current period other comprehensive income (loss) (12.3) (7.6) (60.0) 3.6 (76.3) Balance at July 2, 2022 $ (19.6) $ 23.9 $ (62.1) $ (67.0) $ (124.7) The sum of the components may not equal due to rounding. Nine Months Ended Foreign Currency Net Unrealized Gain (Loss) Net Unrealized Gain (Loss) Pension and Other Post-Retirement Accumulated Other Balance at September 30, 2022 $ (28.9) $ 33.3 $ (79.7) $ (69.3) $ (144.6) Other comprehensive income (loss) before reclassifications 10.9 (3.2) (33.5) — (25.8) Amounts reclassified from accumulated other comprehensive net income (loss) — (20.3) — (5.1) (25.4) Income tax benefit (expense) — 5.9 8.0 1.3 15.2 Net current period other comprehensive income (loss) 10.9 (17.5) (25.5) (3.8) (35.9) Balance at July 1, 2023 $ (18.0) $ 15.8 $ (105.2) $ (73.2) $ (180.5) Balance at September 30, 2021 $ (1.7) $ 10.2 $ (2.3) $ (72.5) $ (66.4) Other comprehensive income (loss) before reclassifications (17.9) 22.7 (78.9) — (74.1) Amounts reclassified from accumulated other comprehensive net income (loss) — (4.1) — 7.6 3.5 Income tax benefit (expense) — (4.8) 19.1 (2.0) 12.3 Net current period other comprehensive income (loss) (17.9) 13.8 (59.8) 5.6 (58.3) Balance at July 2, 2022 $ (19.6) $ 23.9 $ (62.1) $ (67.0) $ (124.7) The sum of the components may not equal due to rounding. |
Schedule of Share-Based Compensation | Total share-based compensation was as follows for each of the periods indicated: Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, Share-based compensation $ (5.8) $ 1.6 $ 52.2 $ 24.8 Related tax benefit recognized 0.6 0.3 11.4 3.8 |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 9 Months Ended |
Jul. 01, 2023 | |
Earnings Per Share [Abstract] | |
Information to Calculate Basic and Diluted Earnings (Loss) Per Common Share | Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, Net income (loss) $ 43.7 $ (443.9) $ 88.3 $ (217.5) Basic net income (loss) per common share Weighted-average common shares outstanding during the period 56.2 55.4 55.9 55.6 Basic net income (loss) per common share $ 0.78 $ (8.01) $ 1.58 $ (3.91) Diluted net income (loss) per common share Weighted-average common shares outstanding during the period 56.2 55.4 55.9 55.6 Dilutive potential common shares 0.4 — 0.4 — Weighted-average common shares outstanding during the period plus dilutive potential common shares 56.6 55.4 56.3 55.6 Diluted net income (loss) per common share $ 0.77 $ (8.01) $ 1.57 $ (3.91) Antidilutive stock options outstanding 0.2 0.2 0.4 0.2 |
DERIVATIVE INSTRUMENTS AND HE_2
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables) | 9 Months Ended |
Jul. 01, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Outstanding Derivative Contracts | The Company had the following outstanding commodity contracts that were entered into to hedge forecasted purchases: Commodity July 1, July 2, September 30, Urea 51,000 tons 79,500 tons 54,000 tons Diesel 2,268,000 gallons 4,074,000 gallons 3,150,000 gallons Heating Oil 1,008,000 gallons 1,470,000 gallons 1,218,000 gallons |
Schedule of the Fair Values of Derivative Instruments | The fair values of the Company’s derivative instruments, which represent Level 2 fair value measurements, were as follows: Assets / (Liabilities) Derivatives Designated as Hedging Instruments Balance Sheet Location July 1, July 2, September 30, Interest rate swap agreements Prepaid and other current assets $ 16.3 $ 8.0 $ 12.8 Other assets 13.1 12.3 18.2 Commodity hedging instruments Prepaid and other current assets — 1.7 2.4 Other current liabilities (0.9) (2.4) — Total derivatives designated as hedging instruments $ 28.5 $ 19.6 $ 33.4 Derivatives Not Designated as Hedging Instruments Balance Sheet Location Currency forward contracts Prepaid and other current assets $ — $ 3.0 $ 3.4 Other current liabilities (2.0) — — Commodity hedging instruments Prepaid and other current assets — 3.1 0.4 Other current liabilities (0.4) — — Total derivatives not designated as hedging instruments (2.4) 6.1 3.8 Total derivatives $ 26.1 $ 25.7 $ 37.2 |
Schedule of the Effect of Derivative Instruments on AOCI and Statements of Operations | The effect of derivative instruments on AOCL, net of tax, and the Condensed Consolidated Statements of Operations for each of the periods presented was as follows: Derivatives in Cash Flow Hedging Relationships Amount of Gain / (Loss) Recognized in AOCL Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, Interest rate swap agreements $ 8.0 $ 1.3 $ 7.3 $ 15.7 Commodity hedging instruments (0.8) (10.3) (9.7) 1.1 Total $ 7.2 $ (9.0) $ (2.4) $ 16.8 Derivatives in Cash Flow Hedging Relationships Reclassified from Amount of Gain / (Loss) Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, Interest rate swap agreements Interest expense $ 3.9 $ (0.4) $ 9.0 $ (2.6) Commodity hedging instruments Cost of sales (0.7) (1.0) 6.1 5.6 Total $ 3.2 $ (1.4) $ 15.1 $ 3.0 Derivatives Not Designated as Hedging Instruments Recognized in Amount of Gain / (Loss) Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, Currency forward contracts Other income / expense, net $ (2.9) $ 11.3 $ (19.5) $ 16.3 Commodity hedging instruments Cost of sales (1.0) 4.6 (0.1) 11.1 Total $ (3.9) $ 15.9 $ (19.6) $ 27.4 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Jul. 01, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring Basis | The following table summarizes the fair value of the Company’s assets and liabilities for which disclosure of fair value is required: Fair Value July 1, July 2, September 30, Carrying Estimated Carrying Estimated Carrying Estimated Assets Cash equivalents Level 1 $ 2.7 $ 2.7 $ 13.4 $ 13.4 $ 64.3 $ 64.3 Other Investment securities in non-qualified retirement plan assets Level 1 41.0 41.0 40.3 40.3 38.4 38.4 Convertible debt investments Level 3 86.5 86.5 139.1 139.1 117.0 117.0 Liabilities Debt instruments Credit facilities – revolving loans Level 2 145.1 145.1 617.4 617.4 300.5 300.5 Credit facilities – term loans Level 2 937.5 937.5 987.5 987.5 975.0 975.0 Senior Notes due 2031 – 4.000% Level 2 500.0 392.5 500.0 373.1 500.0 350.6 Senior Notes due 2032 – 4.375% Level 2 400.0 316.0 400.0 302.0 400.0 284.0 Senior Notes due 2029 – 4.500% Level 2 450.0 389.3 450.0 365.1 450.0 325.7 Senior Notes due 2026 – 5.250% Level 2 250.0 236.9 250.0 232.5 250.0 230.0 Receivables facility Level 2 398.0 398.0 250.0 250.0 75.0 75.0 Other debt Level 2 0.8 0.8 15.9 15.9 12.7 12.7 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | Changes in the balance of Level 3 convertible debt investments carried at fair value are presented below. There were no transfers into or out of Level 3. Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, Fair value at beginning of period $ 84.8 $ 192.4 $ 117.0 $ 190.3 Purchases — 25.0 — 25.0 Total realized / unrealized gains included in net earnings 1.1 0.9 3.0 2.7 Total realized / unrealized gains (losses) included in OCI 0.6 (79.2) (33.5) (78.9) Fair value at end of period $ 86.5 $ 139.1 $ 86.5 $ 139.1 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Jul. 01, 2023 | |
Leases [Abstract] | |
Weighted-Average Remaining Lease Term and Discount Rate and Supplemental Balance Sheet Information Schedule | Supplemental balance sheet information related to the Company’s leases was as follows: Balance Sheet Location July 1, July 2, September 30, Operating leases: Right-of-use assets Other assets $ 266.2 $ 280.1 $ 288.9 Current lease liabilities Other current liabilities 77.7 71.8 76.2 Non-current lease liabilities Other liabilities 216.4 217.7 223.2 Total operating lease liabilities $ 294.1 $ 289.5 $ 299.4 Finance leases: Right-of-use assets Property, plant and equipment, net $ 15.2 $ 26.9 $ 26.4 Current lease liabilities Current portion of debt 1.9 6.1 6.4 Non-current lease liabilities Long-term debt 15.5 23.2 22.5 Total finance lease liabilities $ 17.4 $ 29.3 $ 28.9 Weighted-average remaining lease term and discount rate for the Company’s leases were as follows: July 1, July 2, September 30, Weighted-average remaining lease term (in years): Operating leases 4.6 5.1 4.9 Finance leases 9.6 7.5 7.3 Weighted-average discount rate: Operating leases 4.1 % 3.3 % 3.5 % Finance leases 4.4 % 4.3 % 4.3 % |
Lease Cost Components and Supplemental Cash Flow Information and Non-Cash Activity For Company's Leases Schedules | Components of lease cost were as follows: Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, Operating lease cost (a) $ 22.0 $ 21.4 $ 68.1 $ 63.8 Variable lease cost 6.7 9.5 20.3 30.4 Finance lease cost Amortization of right-of-use assets 0.5 1.6 2.5 4.8 Interest on lease liabilities 0.2 0.3 0.6 0.9 Total finance lease cost $ 0.7 $ 1.9 $ 3.1 $ 5.7 (a) Operating lease cost includes amortization of right-of-use assets of $20.1 and $62.9 for the three and nine months ended July 1, 2023, respectively, and $18.5 and $55.4 for the three and nine months ended July 2, 2022, respectively. Short-term lease expense is excluded from operating lease cost and is not material. Supplemental cash flow information and non-cash activity related to the Company’s leases were as follows: Nine Months Ended July 1, July 2, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases, net $ 69.8 $ 62.3 Operating cash flows from finance leases 0.6 0.9 Financing cash flows from finance leases 2.2 4.4 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 67.6 $ 45.0 Finance leases — 0.4 |
Maturities of Operating Lease Liabilities by Fiscal Year Schedule | Maturities of lease liabilities by fiscal year for the Company’s leases as of July 1, 2023 were as follows: Year Operating Leases Finance Leases 2023 (remainder of the year) $ 22.9 $ 0.6 2024 87.9 2.6 2025 71.5 2.6 2026 51.6 2.1 2027 28.0 1.8 Thereafter 72.4 11.8 Total lease payments 334.3 21.5 Less: Imputed interest (40.2) (4.1) Total lease liabilities $ 294.1 $ 17.4 |
Maturities of Finance Lease Liabilities by Fiscal Year Schedule | Maturities of lease liabilities by fiscal year for the Company’s leases as of July 1, 2023 were as follows: Year Operating Leases Finance Leases 2023 (remainder of the year) $ 22.9 $ 0.6 2024 87.9 2.6 2025 71.5 2.6 2026 51.6 2.1 2027 28.0 1.8 Thereafter 72.4 11.8 Total lease payments 334.3 21.5 Less: Imputed interest (40.2) (4.1) Total lease liabilities $ 294.1 $ 17.4 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Jul. 01, 2023 | |
Segment Reporting [Abstract] | |
Summary of Segment Financial Information | The following tables present financial information for the Company’s reportable segments for the periods indicated: Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, Net Sales: U.S. Consumer $ 916.4 $ 904.5 $ 2,642.7 $ 2,626.7 Hawthorne 93.4 154.5 317.6 547.7 Other 108.9 127.1 216.5 256.0 Consolidated $ 1,118.7 $ 1,186.1 $ 3,176.8 $ 3,430.4 Segment Profit (Loss): U.S. Consumer $ 124.8 $ 181.1 $ 553.5 $ 620.7 Hawthorne (8.7) 4.1 (41.7) 2.0 Other 5.8 10.9 21.8 22.7 Total Segment Profit 121.9 196.1 533.6 645.4 Corporate (3.4) (25.2) (77.4) (95.7) Intangible asset amortization (6.7) (9.2) (20.8) (28.5) Impairment, restructuring and other (34.5) (724.2) (193.7) (731.3) Equity in income of unconsolidated affiliates 22.2 15.1 3.5 1.3 Interest expense (47.1) (31.0) (138.1) (83.1) Other non-operating income (expense), net (0.4) 1.7 0.2 5.4 Income (loss) before income taxes $ 52.0 $ (576.7) $ 107.3 $ (286.5) The following table presents net sales by product category for the periods indicated: Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, U.S. Consumer: Growing media and mulch $ 552.9 $ 488.7 $ 1,167.2 $ 1,110.7 Lawn care 165.0 219.0 844.7 878.9 Controls 113.7 102.2 306.5 298.9 Roundup ® marketing agreement 30.7 30.8 121.7 115.5 Other, primarily gardening 54.1 63.8 202.6 222.7 Hawthorne: Lighting 20.7 37.5 89.1 128.9 Nutrients 27.3 37.6 74.5 118.6 Growing environments 13.1 27.9 54.6 116.3 Growing media 17.3 25.6 53.6 96.3 Other, primarily hardware 15.0 25.9 45.8 87.6 Other: Growing media 44.3 45.9 84.6 88.8 Lawn care 37.0 46.6 69.3 85.8 Other, primarily gardening and controls 27.6 34.6 62.6 81.4 Total net sales $ 1,118.7 $ 1,186.1 $ 3,176.8 $ 3,430.4 The following table presents net sales by geographic area for the periods indicated: Three Months Ended Nine Months Ended July 1, July 2, July 1, July 2, Net sales: United States $ 1,008.3 $ 1,051.0 $ 2,920.5 $ 3,133.2 International 110.4 135.1 256.3 297.2 $ 1,118.7 $ 1,186.1 $ 3,176.8 $ 3,430.4 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Jul. 01, 2023 | Jul. 02, 2022 | |
Accounting Policies [Abstract] | ||
Percentage of annual net sales | 75% | |
Noncash investing activities for unpaid liabilities incurred | $ 7.6 | $ 13.3 |
Proceeds from loans receivable | $ 37 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Jul. 01, 2023 | Jul. 02, 2022 | |
Accounting Policies [Abstract] | ||
Interest paid | $ 143.3 | $ 87.8 |
Income tax payments (refunds), net | $ (15.4) | $ 26.9 |
ACQUISITIONS AND INVESTMENTS -
ACQUISITIONS AND INVESTMENTS - Cyco (Details) - USD ($) $ in Millions | Apr. 28, 2022 | Jul. 01, 2023 | Sep. 30, 2022 | Jul. 02, 2022 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 254.5 | $ 254 | $ 254.7 | |
Hawthorne | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 0 | |||
Cyco | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration, maximum payout | $ 10 | |||
Cyco | Hawthorne | ||||
Business Acquisition [Line Items] | ||||
Consideration for the acquisition | 37.3 | |||
Contingent consideration, liability | 3.1 | |||
Inventory | 1.3 | |||
Finite-lived intangible assets acquired | 10.5 | |||
Goodwill | $ 25.6 | |||
Cyco | Hawthorne | Minimum | ||||
Business Acquisition [Line Items] | ||||
Intangible assets amortization period | 5 years | |||
Cyco | Hawthorne | Maximum | ||||
Business Acquisition [Line Items] | ||||
Intangible assets amortization period | 25 years |
ACQUISITIONS AND INVESTMENTS _2
ACQUISITIONS AND INVESTMENTS - Luxx Lighting (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Dec. 30, 2021 | Jul. 01, 2023 | Sep. 30, 2022 | Jul. 02, 2022 |
Business Acquisition [Line Items] | ||||
Common shares stated value (USD per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Goodwill | $ 254.5 | $ 254 | $ 254.7 | |
Hawthorne | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 0 | |||
Hawthorne | Luxx Lighting, Inc. | ||||
Business Acquisition [Line Items] | ||||
Consideration for the acquisition | $ 213.2 | |||
Number of shares issued in acquisition | 0.1 | |||
Fair value of shares issued in acquisition | $ 21 | |||
Inventory and accounts receivable acquired | 32.8 | |||
Current assets | 5.7 | |||
Liabilities | 24.2 | |||
Finite-lived intangible assets acquired | 47.3 | |||
Goodwill | $ 151.6 | |||
Hawthorne | Luxx Lighting, Inc. | Minimum | ||||
Business Acquisition [Line Items] | ||||
Intangible assets amortization period | 5 years | |||
Hawthorne | Luxx Lighting, Inc. | Maximum | ||||
Business Acquisition [Line Items] | ||||
Intangible assets amortization period | 25 years |
ACQUISITIONS AND INVESTMENTS _3
ACQUISITIONS AND INVESTMENTS - True Liberty Bags (Details) - USD ($) $ in Millions | Dec. 23, 2021 | Jul. 01, 2023 | Sep. 30, 2022 | Jul. 02, 2022 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 254.5 | $ 254 | $ 254.7 | |
Hawthorne | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 0 | |||
Hawthorne | True Liberty Bags | ||||
Business Acquisition [Line Items] | ||||
Consideration for the acquisition | $ 10.1 | |||
Inventory | 1.1 | |||
Finite-lived intangible assets acquired | 5.8 | |||
Goodwill | $ 3.2 | |||
Hawthorne | True Liberty Bags | Minimum | ||||
Business Acquisition [Line Items] | ||||
Intangible assets amortization period | 15 years |
ACQUISITIONS AND INVESTMENTS _4
ACQUISITIONS AND INVESTMENTS - The Hawthorne Collective (Details) - RIV Capital, Inc. - Convertible Promissory Notes - USD ($) $ in Millions | Apr. 22, 2022 | Aug. 24, 2021 |
Business Acquisition [Line Items] | ||
Principal amount of debt | $ 25 | $ 150 |
Debt term | 6 years | |
Interest rate of debt (percentage) | 2% | |
Two Percent Interest Period | ||
Business Acquisition [Line Items] | ||
Debt term | 2 years |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | Sep. 30, 2022 | |
Goodwill [Line Items] | |||||
Goodwill | $ 254.5 | $ 254.7 | $ 254.5 | $ 254.7 | $ 254 |
Tradenames | |||||
Goodwill [Line Items] | |||||
Asset impairment charges | 69 | 69 | |||
Customer accounts | |||||
Goodwill [Line Items] | |||||
Asset impairment charges | 41 | 41 | |||
Hawthorne | |||||
Goodwill [Line Items] | |||||
Restructuring charges and adjustments | 207.9 | ||||
Goodwill | 0 | 0 | |||
Cost of sales—impairment, restructuring and other | Hawthorne | |||||
Goodwill [Line Items] | |||||
Restructuring charges and adjustments | $ 25.7 | 10.4 | $ 152.6 | 15.6 | |
Goodwill Impairment | Hawthorne | |||||
Goodwill [Line Items] | |||||
Restructuring charges and adjustments | $ 522.4 | $ 522.4 |
INVESTMENT IN UNCONSOLIDATED _2
INVESTMENT IN UNCONSOLIDATED AFFILIATES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | Dec. 31, 2020 | |
Investments in and Advances to Affiliates [Line Items] | |||||
Equity in income of unconsolidated affiliates | $ 22.2 | $ 15.1 | $ 3.5 | $ 1.3 | |
Bonnie Plants | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Equity ownership percentage | 45% | 45% | 50% |
IMPAIRMENT, RESTRUCTURING AND_3
IMPAIRMENT, RESTRUCTURING AND OTHER - Impairment, Restructuring and Other Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges, net | $ 1.7 | $ 658.4 | $ 32 | $ 660.2 |
Total impairment, restructuring and other charges | 34.5 | 724.2 | 193.8 | 731.3 |
Operating expenses | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Goodwill and intangible asset impairments | 0 | 633.1 | 0 | 633.1 |
Restructuring and other charges, net | Cost of sales—impairment, restructuring and other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges, net | 28.6 | 58.8 | 134.3 | 61.3 |
Restructuring and other charges, net | Operating expenses | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges, net | 1.7 | 25.3 | 32 | 27.1 |
Right-of-use asset impairments | Cost of sales—impairment, restructuring and other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges, net | 3.7 | 0 | 19.1 | 0 |
Property, plant and equipment impairments | Cost of sales—impairment, restructuring and other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges, net | $ 0.5 | $ 7 | $ 8.4 | $ 9.8 |
IMPAIRMENT, RESTRUCTURING AND_4
IMPAIRMENT, RESTRUCTURING AND OTHER - Activity Related to Liabilities Associated with Restructuring (Details) $ in Millions | 9 Months Ended |
Jul. 01, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Amounts accrued for restructuring and other, beginning balance | $ 31.5 |
Restructuring charges | 30.6 |
Payments | (35.2) |
Amounts accrued for restructuring and other, ending balance | $ 26.9 |
IMPAIRMENT, RESTRUCTURING AND_5
IMPAIRMENT, RESTRUCTURING AND OTHER - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Jul. 01, 2023 USD ($) | Apr. 01, 2023 distributionCenter | Jul. 02, 2022 USD ($) | Apr. 01, 2023 USD ($) | Jul. 01, 2023 USD ($) | Jul. 02, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve, long-term | $ 8.5 | $ 8.5 | ||||
Number of distribution centers closed | distributionCenter | 4 | |||||
Employee Severance and Impairment Of Property, Plant, And Equipment | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges and adjustments | $ 40.7 | $ 46.1 | ||||
Restructuring Initiative | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges and adjustments | 34.5 | 185.8 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Hurricane Brand | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Proceeds from Divestiture of Businesses | $ 5 | |||||
U.S. Consumer | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges and adjustments | 30 | |||||
Hawthorne | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges and adjustments | 207.9 | |||||
Other | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges and adjustments | 0.9 | |||||
Corporate Segment | Restructuring Initiative | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges and adjustments | 12.2 | |||||
Cost of sales—impairment, restructuring and other | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Inventory Write-down | 45.9 | 45.9 | ||||
Cost of sales—impairment, restructuring and other | U.S. Consumer | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges and adjustments | 7.1 | 9.5 | 8.2 | 9.5 | ||
Cost of sales—impairment, restructuring and other | Hawthorne | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges and adjustments | 25.7 | 10.4 | 152.6 | 15.6 | ||
Impairment, Restructuring, And Other | U.S. Consumer | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges and adjustments | 0 | 7.4 | 0.1 | 7.4 | ||
Impairment, Restructuring, And Other | Hawthorne | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges and adjustments | 1.9 | 7.1 | 20.1 | 7.1 | ||
Goodwill and intangible asset impairments | 632.4 | 632.4 | ||||
Impairment, Restructuring, And Other | Other | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges and adjustments | 0 | 0.2 | ||||
Impairment, Restructuring, And Other | Corporate Segment | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges and adjustments | $ 0 | 6.3 | $ 4.5 | 6.3 | ||
Goodwill Impairment | Hawthorne | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges and adjustments | 522.4 | 522.4 | ||||
Finite-lived intangible asset impairment | Hawthorne | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges and adjustments | $ 110 | $ 110 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Millions | Jul. 01, 2023 | Sep. 30, 2022 | Jul. 02, 2022 |
Inventory Disclosure [Abstract] | |||
Finished goods | $ 534.4 | $ 926.2 | $ 988 |
Raw materials | 271.3 | 293.2 | 310.4 |
Work-in-process | 79.2 | 124.1 | 109.2 |
Total | $ 884.9 | $ 1,343.5 | $ 1,407.6 |
MARKETING AGREEMENT - Additiona
MARKETING AGREEMENT - Additional Information (Details) $ in Millions | Aug. 01, 2019 USD ($) |
Restated Marketing Agreement | |
Marketing Agreement [Line Items] | |
Percentage of program earnings | 50% |
Annual payments | $ 18 |
Third Restated Agreement | |
Marketing Agreement [Line Items] | |
Minimum annual EBIT required to avoid reduction of contribution payment | 36 |
Minimum EBIT | 50 |
Brand decommissioning event payable | 375 |
Termination fee payable | $ 175 |
Minimum termination fee payable multiple | 4 |
Minimum termination fee payable threshold | $ 186.4 |
MARKETING AGREEMENT - Net Commi
MARKETING AGREEMENT - Net Commission Earned Under Marketing Agreement (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Marketing Agreement [Line Items] | ||||
Contribution expenses | $ (880.1) | $ (883.7) | $ (2,300.7) | $ (2,415.6) |
Restated Marketing Agreement | ||||
Marketing Agreement [Line Items] | ||||
Gross commission | 12.3 | 20.9 | 70.9 | 73.4 |
Contribution expenses | (4.5) | (4.5) | (13.5) | (13.5) |
Net commission | 7.8 | 16.4 | 57.4 | 59.9 |
Reimbursements associated with Roundup® marketing agreement | 23.5 | 14.8 | 65.9 | 56.4 |
Total net sales associated with Roundup® marketing agreement | $ 31.3 | $ 31.2 | $ 123.3 | $ 116.3 |
DEBT - Components of Long-Term
DEBT - Components of Long-Term Debt (Details) - USD ($) $ in Millions | Jul. 01, 2023 | Sep. 30, 2022 | Jul. 02, 2022 | Aug. 13, 2021 | Mar. 17, 2021 | Oct. 22, 2019 | Dec. 15, 2016 |
Debt Instrument [Line Items] | |||||||
Total debt | $ 3,098.8 | $ 2,992.1 | $ 3,500.1 | ||||
Less current portions | 450.7 | 144.3 | 322 | ||||
Long-term debt | 2,628.8 | 2,826.2 | 3,155.6 | ||||
Credit Facilities | Revolving loans | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | 145.1 | 300.5 | 617.4 | ||||
Credit Facilities | Term loans | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | $ 937.5 | $ 975 | $ 987.5 | ||||
Senior Notes | 4.000% Senior Notes Due 2031 | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate of debt (percentage) | 4% | 4% | 4% | 4% | |||
Total debt | $ 500 | $ 500 | $ 500 | ||||
Senior Notes | 4.375% Senior Notes Due 2032 | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate of debt (percentage) | 4.375% | 4.375% | 4.375% | 4.375% | |||
Total debt | $ 400 | $ 400 | $ 400 | ||||
Senior Notes | 4.500% Senior Notes Due 2029 | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate of debt (percentage) | 4.50% | 4.50% | 4.50% | 4.50% | |||
Total debt | $ 450 | $ 450 | $ 450 | ||||
Senior Notes | 5.250% Senior Notes Due 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate of debt (percentage) | 5.25% | 5.25% | 5.25% | 5.25% | |||
Total debt | $ 250 | $ 250 | $ 250 | ||||
Receivables facility | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | 398 | 75 | 250 | ||||
Finance lease obligations | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | 17.4 | 28.9 | 29.3 | ||||
Other | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | 0.8 | 12.7 | 15.9 | ||||
Long-term debt | |||||||
Debt Instrument [Line Items] | |||||||
Less unamortized debt issuance costs | $ 19.3 | $ 21.6 | $ 22.5 |
DEBT - Credit Facilities (Detai
DEBT - Credit Facilities (Details) $ in Millions | Jul. 31, 2023 USD ($) | Apr. 08, 2022 USD ($) | Jul. 01, 2023 USD ($) | Jul. 02, 2022 | Jun. 08, 2022 |
Debt Instrument [Line Items] | |||||
Weighted average interest rate (percentage) | 5.30% | 3.40% | |||
Leverage ratio | 6.15 | ||||
Period One | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, leverage ratio | 7 | ||||
Interest coverage ratio | 0.75 | ||||
Period Two | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, leverage ratio | 7.75 | ||||
Interest coverage ratio | 1 | ||||
Period Three | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, leverage ratio | 8.25 | ||||
Period Four | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, leverage ratio | 7.75 | ||||
Period Five | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, leverage ratio | 6.50 | ||||
Period six | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, leverage ratio | 6 | ||||
Period seven | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, leverage ratio | 5.50 | ||||
Period eight | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, leverage ratio | 5.25 | ||||
Period nine | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, leverage ratio | 5 | ||||
Period ten | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, leverage ratio | 4.75 | ||||
Period eleven | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, leverage ratio | 4.50 | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Weighted average interest rate (percentage) | 7.30% | 2.10% | |||
Sixth Amended And Restated Senior Secured Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Senior secured credit facilities, maximum borrowing capacity | $ 2,500 | ||||
Long-Term Debt | $ 2,682.6 | ||||
Sixth Amended And Restated Senior Secured Credit Agreement | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Senior secured credit facilities, maximum borrowing capacity | 1,500 | ||||
Letters of credit | 100 | ||||
Sixth Amended And Restated Senior Secured Credit Agreement | Secured Term Loan | |||||
Debt Instrument [Line Items] | |||||
Senior secured credit facilities, maximum borrowing capacity | $ 1,000 | ||||
Sixth Amended And Restated Senior Secured Credit Agreement, Amendment One | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Increase in interest rate, bps | 35 | ||||
Increase in annual facility fee rate, bps | 15 | ||||
Debt instrument, leverage ratio | 4.75 | ||||
Sixth Amended And Restated Senior Secured Credit Agreement, Amendment One | Secured Term Loan | |||||
Debt Instrument [Line Items] | |||||
Increase in interest rate, bps | 50 | ||||
Sixth Amended And Restated Senior Secured Credit Agreement, Amendment Two | Revolving Credit Facility | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Reduction of commitments | $ 250 | ||||
Interest rate increase (decrease) | 0.25% | ||||
Incremental investments, loans, and advances, maximum | $ 25 | ||||
Common stock cash dividends, maximum per fiscal year | 225 | ||||
Other dividends and distributions, maximum | $ 25 | ||||
Credit Facilities | |||||
Debt Instrument [Line Items] | |||||
Available borrowing capacity | 1,349.9 | ||||
Credit Facilities | Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 5 | ||||
Credit Facilities | Sixth Amended And Restated Senior Secured Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Debt, maturity period (years) | 5 years |
DEBT - Senior Notes - 5.250% (D
DEBT - Senior Notes - 5.250% (Details) - Senior notes - 5.250% Senior Notes - USD ($) $ in Millions | Dec. 15, 2016 | Jul. 01, 2023 | Sep. 30, 2022 | Jul. 02, 2022 |
Debt Instrument [Line Items] | ||||
Interest rate of debt (percentage) | 5.25% | 5.25% | 5.25% | 5.25% |
Proceeds from issuance of unsecured debt | $ 250 |
DEBT - Senior Notes - 4.500% (D
DEBT - Senior Notes - 4.500% (Details) - Senior notes - 4.500% Senior Notes - USD ($) $ in Millions | Oct. 22, 2019 | Jul. 01, 2023 | Sep. 30, 2022 | Jul. 02, 2022 |
Debt Instrument [Line Items] | ||||
Proceeds from issuance of unsecured debt | $ 450 | |||
Interest rate of debt (percentage) | 4.50% | 4.50% | 4.50% | 4.50% |
DEBT - Senior Notes - 4.000% (D
DEBT - Senior Notes - 4.000% (Details) - Senior notes - 4.000% Senior Notes - USD ($) $ in Millions | Mar. 17, 2021 | Jul. 01, 2023 | Sep. 30, 2022 | Jul. 02, 2022 |
Debt Instrument [Line Items] | ||||
Proceeds from issuance of unsecured debt | $ 500 | |||
Interest rate of debt (percentage) | 4% | 4% | 4% | 4% |
DEBT - Senior Notes - 4.375% (D
DEBT - Senior Notes - 4.375% (Details) - Senior notes - USD ($) $ in Millions | Jul. 01, 2023 | Sep. 30, 2022 | Jul. 02, 2022 | Aug. 13, 2021 | Dec. 15, 2016 |
4.375% Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount of debt | $ 400 | ||||
Interest rate of debt (percentage) | 4.375% | 4.375% | 4.375% | 4.375% | |
5.250% Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Interest rate of debt (percentage) | 5.25% | 5.25% | 5.25% | 5.25% |
DEBT - Receivables Facility (De
DEBT - Receivables Facility (Details) $ in Millions | Apr. 07, 2017 USD ($) customer | Jul. 01, 2023 USD ($) | Jul. 02, 2022 USD ($) |
Master Repurchase And Framework Agreements, The Amendments | |||
Debt Instrument [Line Items] | |||
Number of customers | customer | 3 | ||
Financing receivable, before allowance for credit loss | $ 400 | ||
Line of credit facility, maximum amount outstanding during period | $ 160 | ||
Receivables Facility | |||
Debt Instrument [Line Items] | |||
Receivables facility borrowings | $ 398 | $ 250 | |
Receivables facility | Asset Pledged as Collateral | |||
Debt Instrument [Line Items] | |||
Financing receivable pledged as collateral | $ 442.2 | $ 277.8 |
DEBT - Interest Rate Swap Agree
DEBT - Interest Rate Swap Agreements (Details) - USD ($) $ in Millions | Jul. 01, 2023 | Sep. 30, 2022 | Jul. 02, 2022 |
Instrument 1 | |||
Derivative [Line Items] | |||
Derivative, notional amount | $ 200 | ||
Fixed Rate | 0.49% | ||
Instrument 2 | |||
Derivative [Line Items] | |||
Derivative, notional amount | $ 200 | ||
Fixed Rate | 0.80% | ||
Instrument 3 | |||
Derivative [Line Items] | |||
Derivative, notional amount | $ 150 | ||
Fixed Rate | 3.37% | ||
Instrument 4 | |||
Derivative [Line Items] | |||
Derivative, notional amount | $ 50 | ||
Fixed Rate | 3.34% | ||
Derivatives designated as hedging instruments | Interest Rate Swap | |||
Derivative [Line Items] | |||
Derivative, notional amount | $ 600 | $ 800 | $ 800 |
DEBT - Weighted Average Interes
DEBT - Weighted Average Interest Rate (Details) | Jul. 01, 2023 | Jul. 02, 2022 |
Debt Disclosure [Abstract] | ||
Weighted average interest rate (percentage) | 5.30% | 3.40% |
EQUITY - Summary of the Changes
EQUITY - Summary of the Changes in Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Jul. 01, 2023 | Apr. 01, 2023 | Dec. 31, 2022 | Jul. 02, 2022 | Apr. 02, 2022 | Jan. 01, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Dividends declared (USD per share) | $ 0.66 | $ 0.66 | $ 0.66 | $ 0.66 | $ 0.66 | $ 0.66 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Total equity, beginning balance | $ 137.5 | $ 59.5 | $ 147.7 | $ 975 | $ 831.6 | $ 1,013.3 | $ 147.7 | $ 1,013.3 |
Net income (loss) | 43.7 | 109.4 | (64.7) | (443.9) | 276.5 | (50) | 88.3 | (217.5) |
Other comprehensive income (loss) | 6.6 | (17.8) | (24.6) | (76.3) | 12.3 | 5.7 | (35.9) | (58.3) |
Other comprehensive income (loss) | 6.6 | (76.3) | (35.9) | (58.3) | ||||
Share-based compensation | (5.8) | 37.2 | 20.8 | 1.6 | 15.9 | 7.3 | ||
Dividends declared | (37.2) | (37) | (37.5) | (38) | (35.5) | (37.3) | ||
Treasury share purchases | (2.8) | (5.6) | (0.8) | (0.1) | (128.1) | (129.5) | ||
Treasury share issuances | (7.2) | (8.1) | 18.7 | (0.2) | 2.3 | 22.1 | ||
Total equity, ending balance | 134.8 | 137.5 | 59.5 | 418.1 | 975 | 831.6 | 134.8 | 418.1 |
Common Shares and Capital in Excess of Stated Value | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity beginning balance | 374.3 | 367.6 | 364 | 361.8 | 486.9 | 477 | 364 | 477 |
Share-based compensation | (5.8) | 37.2 | 20.8 | 1.6 | 15.9 | 7.3 | ||
Treasury share issuances | (18) | (30.4) | (17.2) | (1.4) | (141) | 2.6 | ||
Equity ending balance | 350.5 | 374.3 | 367.6 | 362 | 361.8 | 486.9 | 350.5 | 362 |
Retained Earnings | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity beginning balance | 990.3 | 917.9 | 1,020.1 | 1,758.8 | 1,517.8 | 1,605.1 | 1,020.1 | 1,605.1 |
Net income (loss) | 43.7 | 109.4 | (64.7) | (443.9) | 276.5 | (50) | ||
Dividends declared | (37.2) | (37) | (37.5) | (38) | (35.5) | (37.3) | ||
Equity ending balance | 996.8 | 990.3 | 917.9 | 1,276.9 | 1,758.8 | 1,517.8 | 996.8 | 1,276.9 |
Treasury Stock, Common | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity beginning balance | (1,040) | (1,056.7) | (1,091.8) | (1,097.2) | (1,112.4) | (1,002.4) | (1,091.8) | (1,002.4) |
Treasury share purchases | (2.8) | (5.6) | (0.8) | (0.1) | (128.1) | (129.5) | ||
Treasury share issuances | 10.8 | 22.3 | 35.9 | 1.2 | 143.3 | 19.5 | ||
Equity ending balance | (1,032) | (1,040) | (1,056.7) | (1,096.1) | (1,097.2) | (1,112.4) | (1,032) | (1,096.1) |
Accumulated Other Comprehensive Loss | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Equity beginning balance | (187.1) | (169.3) | (144.6) | (48.4) | (60.7) | (66.4) | (144.6) | (66.4) |
Other comprehensive income (loss) | (17.8) | (24.6) | 12.3 | 5.7 | ||||
Other comprehensive income (loss) | 6.6 | (76.3) | ||||||
Equity ending balance | $ (180.5) | $ (187.1) | $ (169.3) | $ (124.7) | $ (48.4) | $ (60.7) | $ (180.5) | $ (124.7) |
EQUITY - Accumulated Other Comp
EQUITY - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Other comprehensive income (loss) before reclassifications | $ 13 | $ (103.7) | $ (25.8) | $ (74.1) |
Amounts reclassified from accumulated other comprehensive net income (loss) | (5.1) | 6.8 | (25.4) | 3.5 |
Income tax benefit (expense) | (1.3) | 20.6 | 15.2 | 12.3 |
Total other comprehensive income (loss) | 6.6 | (76.3) | (35.9) | (58.3) |
Accumulated Other Comprehensive Income (Loss) | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Equity beginning balance | (187.1) | (48.4) | (144.6) | (66.4) |
Total other comprehensive income (loss) | 6.6 | (76.3) | ||
Equity ending balance | (180.5) | (124.7) | (180.5) | (124.7) |
Foreign Currency Translation Adjustments | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Equity beginning balance | (20.7) | (7.3) | (28.9) | (1.7) |
Other comprehensive income (loss) before reclassifications | 2.7 | (12.3) | 10.9 | (17.9) |
Amounts reclassified from accumulated other comprehensive net income (loss) | 0 | 0 | 0 | 0 |
Income tax benefit (expense) | 0 | 0 | 0 | 0 |
Total other comprehensive income (loss) | 2.7 | (12.3) | 10.9 | (17.9) |
Equity ending balance | (18) | (19.6) | (18) | (19.6) |
Net Unrealized Gain (Loss) On Derivative Instruments | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Equity beginning balance | 11.8 | 31.5 | 33.3 | 10.2 |
Other comprehensive income (loss) before reclassifications | 9.7 | (12.2) | (3.2) | 22.7 |
Amounts reclassified from accumulated other comprehensive net income (loss) | (4.3) | 1.9 | (20.3) | (4.1) |
Income tax benefit (expense) | (1.4) | 2.7 | 5.9 | (4.8) |
Total other comprehensive income (loss) | 4 | (7.6) | (17.5) | 13.8 |
Equity ending balance | 15.8 | 23.9 | 15.8 | 23.9 |
Net Unrealized Gain (Loss) On Securities | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Equity beginning balance | (105.7) | (2.1) | (79.7) | (2.3) |
Other comprehensive income (loss) before reclassifications | 0.6 | (79.2) | (33.5) | (78.9) |
Amounts reclassified from accumulated other comprehensive net income (loss) | 0 | 0 | 0 | 0 |
Income tax benefit (expense) | (0.1) | 19.2 | 8 | 19.1 |
Total other comprehensive income (loss) | 0.5 | (60) | (25.5) | (59.8) |
Equity ending balance | (105.2) | (62.1) | (105.2) | (62.1) |
Pension and Other Post-Retirement Benefit Adjustments | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Equity beginning balance | (72.6) | (70.5) | (69.3) | (72.5) |
Other comprehensive income (loss) before reclassifications | 0 | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive net income (loss) | (0.8) | 4.9 | (5.1) | 7.6 |
Income tax benefit (expense) | 0.2 | (1.3) | 1.3 | (2) |
Total other comprehensive income (loss) | (0.6) | 3.6 | (3.8) | 5.6 |
Equity ending balance | $ (73.2) | $ (67) | $ (73.2) | $ (67) |
EQUITY - Dividends (Details)
EQUITY - Dividends (Details) - $ / shares | 3 Months Ended | |||||
Jul. 01, 2023 | Apr. 01, 2023 | Dec. 31, 2022 | Jul. 02, 2022 | Apr. 02, 2022 | Jan. 01, 2022 | |
Equity [Abstract] | ||||||
Dividends declared (USD per share) | $ 0.66 | $ 0.66 | $ 0.66 | $ 0.66 | $ 0.66 | $ 0.66 |
EQUITY - Share Repurchases (Det
EQUITY - Share Repurchases (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | Feb. 06, 2020 | |
Equity [Abstract] | |||||
Authorized repurchase amount | $ 750,000,000 | ||||
Common shares repurchased (shares) | 0 | 1,100,000 | |||
Common shares repurchased | $ 0 | $ 175,000,000 | |||
Tax withholding | $ 2,800,000 | $ 100,000 | $ 9,300,000 | $ 82,700,000 |
EQUITY - Total Share-based Comp
EQUITY - Total Share-based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Equity [Abstract] | ||||
Share-based compensation | $ (5.8) | $ 1.6 | $ 52.2 | $ 24.8 |
Related tax benefit recognized | $ 0.6 | $ 0.3 | $ 11.4 | $ 3.8 |
EARNINGS PER COMMON SHARE - Cal
EARNINGS PER COMMON SHARE - Calculation of Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income (loss) | $ 43.7 | $ (443.9) | $ 88.3 | $ (217.5) |
Basic net loss per common share: | ||||
Weighted-average common shares outstanding during the period (in shares) | 56,200,000 | 55,400,000 | 55,900,000 | 55,600,000 |
Income (loss) from continuing operations (USD per share) | $ 0.78 | $ (8.01) | $ 1.58 | $ (3.91) |
Diluted net income (loss) per common share | ||||
Weighted-average common shares outstanding during the period (in shares) | 56,200,000 | 55,400,000 | 55,900,000 | 55,600,000 |
Dilutive potential Common Shares (in shares) | 400,000 | 0 | 400,000 | 0 |
Weighted-average common shares outstanding during the period plus dilutive potential common shares (in shares) | 56,600,000 | 55,400,000 | 56,300,000 | 55,600,000 |
Diluted income (loss) per common share (USD per share) | $ 0.77 | $ (8.01) | $ 1.57 | $ (3.91) |
Number of anti-dilutive potential common shares excluded from the calculation (in shares) | 400,000 | 600,000 | ||
Options | ||||
Diluted net income (loss) per common share | ||||
Number of anti-dilutive potential common shares excluded from the calculation (in shares) | 200,000 | 200,000 | 400,000 | 200,000 |
EARNINGS PER COMMON SHARE - Add
EARNINGS PER COMMON SHARE - Additional Information (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Earnings Per Share [Abstract] | ||||
Weighted-average common shares outstanding during the period plus dilutive potential common shares (in shares) | 56,600 | 55,400 | 56,300 | 55,600 |
Number of anti-dilutive potential common shares excluded from the calculation (in shares) | 400 | 600 |
INCOME TAXES (Details)
INCOME TAXES (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jul. 01, 2023 USD ($) | Jul. 02, 2022 USD ($) | Jul. 01, 2023 USD ($) | Jul. 02, 2022 USD ($) | |
Income Tax Examination [Line Items] | ||||
Effective tax rate related to continuing operations | 17.70% | 24.10% | ||
Income tax expense (benefit) | $ 8.3 | $ (132.8) | $ 19 | $ (69) |
Discrete item, increase (decrease), bps | (640) | (640) | ||
Impairment, Restructuring, And Other | ||||
Income Tax Examination [Line Items] | ||||
Income tax expense (benefit) | $ (138) | $ (138) | ||
Goodwill, non-deductible impact | 18.5 | 18.5 | ||
Impairment, Restructuring, And Other | Hawthorne | ||||
Income Tax Examination [Line Items] | ||||
Goodwill and intangible asset impairments | $ 632.4 | $ 632.4 |
CONTINGENCIES (Details)
CONTINGENCIES (Details) $ in Millions | Jul. 01, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Accrual for environmental actions | $ 2.5 |
DERIVATIVE INSTRUMENTS AND HE_3
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Additional Information (Details) - USD ($) $ in Millions | Jul. 01, 2023 | Sep. 30, 2022 | Jul. 02, 2022 |
Not Designated as Hedging Instrument | Currency forward contracts | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, notional amount | $ 121.7 | $ 178.6 | $ 167.7 |
Designated as Hedging Instruments | Interest rate swap | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, notional amount | 600 | $ 800 | $ 800 |
(Gain) loss related to interest rate swap agreements expected to be reclassified | (12) | ||
Designated as Hedging Instruments | Commodity hedging instruments | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Gain (loss) related to commodity hedges expected to be reclassified | $ (5) |
DERIVATIVE INSTRUMENTS AND HE_4
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Outstanding Commodity Contracts (Details) | 9 Months Ended | 12 Months Ended | |
Jul. 01, 2023 T gal | Jul. 02, 2022 T gal | Sep. 30, 2022 T gal | |
Urea (in tons) | |||
Derivative [Line Items] | |||
Outstanding commodity contracts, mass | T | 51,000 | 79,500 | 54,000 |
Diesel (in gallons) | |||
Derivative [Line Items] | |||
Outstanding commodity contracts, volume | 2,268,000 | 4,074,000 | 3,150,000 |
Heating Oil (in gallons) | |||
Derivative [Line Items] | |||
Outstanding commodity contracts, volume | 1,008,000 | 1,470,000 | 1,218,000 |
DERIVATIVE INSTRUMENTS AND HE_5
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Fair Values of Derivative Instruments (Details) - USD ($) $ in Millions | Jul. 01, 2023 | Sep. 30, 2022 | Jul. 02, 2022 |
Fair value, inputs, level 2 | |||
Derivatives, Fair Value [Line Items] | |||
Total derivatives | $ 26.1 | $ 37.2 | $ 25.7 |
Designated as Hedging Instruments | Interest rate swap agreements | Other assets | |||
Derivatives, Fair Value [Line Items] | |||
Derivative asset | 13.1 | 18.2 | 12.3 |
Designated as Hedging Instruments | Interest rate swap agreements | Prepaid and other current assets | |||
Derivatives, Fair Value [Line Items] | |||
Derivative asset | 16.3 | 12.8 | 8 |
Designated as Hedging Instruments | Fair value, inputs, level 2 | |||
Derivatives, Fair Value [Line Items] | |||
Total derivatives | 28.5 | 33.4 | 19.6 |
Designated as Hedging Instruments | Fair value, inputs, level 2 | Commodity hedging instruments | Other current liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liability | (0.9) | 0 | (2.4) |
Designated as Hedging Instruments | Fair value, inputs, level 2 | Commodity hedging instruments | Prepaid and other current assets | |||
Derivatives, Fair Value [Line Items] | |||
Derivative asset | 0 | 2.4 | 1.7 |
Not Designated as Hedging Instrument | Fair value, inputs, level 2 | |||
Derivatives, Fair Value [Line Items] | |||
Total derivatives | (2.4) | 3.8 | 6.1 |
Not Designated as Hedging Instrument | Fair value, inputs, level 2 | Currency forward contracts | Other current liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liability | (2) | 0 | 0 |
Not Designated as Hedging Instrument | Fair value, inputs, level 2 | Currency forward contracts | Prepaid and other current assets | |||
Derivatives, Fair Value [Line Items] | |||
Derivative asset | 0 | 3.4 | 3 |
Not Designated as Hedging Instrument | Fair value, inputs, level 2 | Commodity hedging instruments | Other current liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liability | (0.4) | 0 | 0 |
Not Designated as Hedging Instrument | Fair value, inputs, level 2 | Commodity hedging instruments | Prepaid and other current assets | |||
Derivatives, Fair Value [Line Items] | |||
Derivative asset | $ 0 | $ 0.4 | $ 3.1 |
DERIVATIVE INSTRUMENTS AND HE_6
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Effect of Derivative Instruments on AOCI and Statements of Operations (Details) - Fair value, inputs, level 2 - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Not Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain / (Loss) Recognized in Earnings | $ (3.9) | $ 15.9 | $ (19.6) | $ 27.4 |
Not Designated as Hedging Instrument | Commodity hedging instruments | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain / (Loss) Recognized in Earnings | $ (1) | $ 4.6 | $ (0.1) | $ 11.1 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Cost of sales | Cost of sales | Cost of sales | Cost of sales |
Not Designated as Hedging Instrument | Currency forward contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain / (Loss) Recognized in Earnings | $ (2.9) | $ 11.3 | $ (19.5) | $ 16.3 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Operating Income (Expense), Net | Other Operating Income (Expense), Net | Other Operating Income (Expense), Net | Other Operating Income (Expense), Net |
Cash Flow Hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain / (Loss) Recognized in AOCL | $ 7.2 | $ (9) | $ (2.4) | $ 16.8 |
Amount of Gain / (Loss) Reclassified From AOCI Into Earnings | 3.2 | (1.4) | 15.1 | 3 |
Cash Flow Hedging | Interest rate swap agreements | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain / (Loss) Recognized in AOCL | 8 | 1.3 | 7.3 | 15.7 |
Amount of Gain / (Loss) Reclassified From AOCI Into Earnings | $ 3.9 | $ (0.4) | $ 9 | $ (2.6) |
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest expense | Interest expense | Interest expense | Interest expense |
Cash Flow Hedging | Commodity hedging instruments | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain / (Loss) Recognized in AOCL | $ (0.8) | $ (10.3) | $ (9.7) | $ 1.1 |
Amount of Gain / (Loss) Reclassified From AOCI Into Earnings | $ (0.7) | $ (1) | $ 6.1 | $ 5.6 |
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration] | Cost of sales | Cost of sales | Cost of sales | Cost of sales |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Fair Value of Assets and Liabilities (Details) - USD ($) $ in Millions | Jul. 01, 2023 | Sep. 30, 2022 | Jul. 02, 2022 | Aug. 13, 2021 | Mar. 17, 2021 | Oct. 22, 2019 | Dec. 15, 2016 |
Senior notes | 4.000% Senior Notes | |||||||
Liabilities | |||||||
Interest rate of debt (percentage) | 4% | 4% | 4% | 4% | |||
Senior notes | 4.375% Senior Notes | |||||||
Liabilities | |||||||
Interest rate of debt (percentage) | 4.375% | 4.375% | 4.375% | 4.375% | |||
Senior notes | 4.500% Senior Notes | |||||||
Liabilities | |||||||
Interest rate of debt (percentage) | 4.50% | 4.50% | 4.50% | 4.50% | |||
Senior notes | 5.250% Senior Notes | |||||||
Liabilities | |||||||
Interest rate of debt (percentage) | 5.25% | 5.25% | 5.25% | 5.25% | |||
Carrying Amount | Fair value, inputs, level 1 | Fair Value, Measurements, Recurring | |||||||
Assets | |||||||
Cash equivalents | $ 2.7 | $ 64.3 | $ 13.4 | ||||
Carrying Amount | Fair value, inputs, level 1 | Fair Value, Measurements, Recurring | Investment securities in non-qualified retirement plan assets | |||||||
Assets | |||||||
Other | 41 | 38.4 | 40.3 | ||||
Carrying Amount | Fair value, inputs, level 3 | Fair Value, Measurements, Recurring | Convertible debt investments | |||||||
Assets | |||||||
Other | 86.5 | 117 | 139.1 | ||||
Carrying Amount | Fair value, inputs, level 2 | Fair Value, Measurements, Recurring | Credit facilities | Revolving loans | |||||||
Liabilities | |||||||
Debt instruments | 145.1 | 300.5 | 617.4 | ||||
Carrying Amount | Fair value, inputs, level 2 | Fair Value, Measurements, Recurring | Credit facilities | Term loans | |||||||
Liabilities | |||||||
Debt instruments | 937.5 | 975 | 987.5 | ||||
Carrying Amount | Fair value, inputs, level 2 | Fair Value, Measurements, Recurring | Senior notes | 4.000% Senior Notes | |||||||
Liabilities | |||||||
Debt instruments | 500 | 500 | 500 | ||||
Carrying Amount | Fair value, inputs, level 2 | Fair Value, Measurements, Recurring | Senior notes | 4.375% Senior Notes | |||||||
Liabilities | |||||||
Debt instruments | 400 | 400 | 400 | ||||
Carrying Amount | Fair value, inputs, level 2 | Fair Value, Measurements, Recurring | Senior notes | 4.500% Senior Notes | |||||||
Liabilities | |||||||
Debt instruments | 450 | 450 | 450 | ||||
Carrying Amount | Fair value, inputs, level 2 | Fair Value, Measurements, Recurring | Senior notes | 5.250% Senior Notes | |||||||
Liabilities | |||||||
Debt instruments | 250 | 250 | 250 | ||||
Carrying Amount | Fair value, inputs, level 2 | Fair Value, Measurements, Recurring | Receivables facility | |||||||
Liabilities | |||||||
Debt instruments | 398 | 75 | 250 | ||||
Carrying Amount | Fair value, inputs, level 2 | Fair Value, Measurements, Recurring | Other debt | |||||||
Liabilities | |||||||
Debt instruments | 0.8 | 12.7 | 15.9 | ||||
Estimated Fair Value | Fair value, inputs, level 1 | Fair Value, Measurements, Recurring | |||||||
Assets | |||||||
Cash equivalents | 2.7 | 64.3 | 13.4 | ||||
Estimated Fair Value | Fair value, inputs, level 1 | Fair Value, Measurements, Recurring | Investment securities in non-qualified retirement plan assets | |||||||
Assets | |||||||
Other | 41 | 38.4 | 40.3 | ||||
Estimated Fair Value | Fair value, inputs, level 3 | Fair Value, Measurements, Recurring | Convertible debt investments | |||||||
Assets | |||||||
Other | 86.5 | 117 | 139.1 | ||||
Estimated Fair Value | Fair value, inputs, level 2 | Fair Value, Measurements, Recurring | Credit facilities | Revolving loans | |||||||
Liabilities | |||||||
Debt instruments | 145.1 | 300.5 | 617.4 | ||||
Estimated Fair Value | Fair value, inputs, level 2 | Fair Value, Measurements, Recurring | Credit facilities | Term loans | |||||||
Liabilities | |||||||
Debt instruments | 937.5 | 975 | 987.5 | ||||
Estimated Fair Value | Fair value, inputs, level 2 | Fair Value, Measurements, Recurring | Senior notes | 4.000% Senior Notes | |||||||
Liabilities | |||||||
Debt instruments | 392.5 | 350.6 | 373.1 | ||||
Estimated Fair Value | Fair value, inputs, level 2 | Fair Value, Measurements, Recurring | Senior notes | 4.375% Senior Notes | |||||||
Liabilities | |||||||
Debt instruments | 316 | 284 | 302 | ||||
Estimated Fair Value | Fair value, inputs, level 2 | Fair Value, Measurements, Recurring | Senior notes | 4.500% Senior Notes | |||||||
Liabilities | |||||||
Debt instruments | 389.3 | 325.7 | 365.1 | ||||
Estimated Fair Value | Fair value, inputs, level 2 | Fair Value, Measurements, Recurring | Senior notes | 5.250% Senior Notes | |||||||
Liabilities | |||||||
Debt instruments | 236.9 | 230 | 232.5 | ||||
Estimated Fair Value | Fair value, inputs, level 2 | Fair Value, Measurements, Recurring | Receivables facility | |||||||
Liabilities | |||||||
Debt instruments | 398 | 75 | 250 | ||||
Estimated Fair Value | Fair value, inputs, level 2 | Fair Value, Measurements, Recurring | Other debt | |||||||
Liabilities | |||||||
Debt instruments | $ 0.8 | $ 12.7 | $ 15.9 |
FAIR VALUE MEASUREMENTS - Rollf
FAIR VALUE MEASUREMENTS - Rollforward (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Total realized / unrealized gains (losses) included in OCI | $ 13 | $ (103.7) | $ (25.8) | $ (74.1) |
Net Unrealized Gain (Loss) On Securities | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Total realized / unrealized gains (losses) included in OCI | 0.6 | (79.2) | (33.5) | (78.9) |
Fair value, inputs, level 3 | Fair Value, Measurements, Recurring | Convertible debt investments | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Purchases | 0 | 25 | 0 | 25 |
Total realized / unrealized gains included in net earnings | 1.1 | 0.9 | 3 | 2.7 |
Fair value, inputs, level 3 | Fair Value, Measurements, Recurring | Convertible debt investments | Net Unrealized Gain (Loss) On Securities | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Total realized / unrealized gains (losses) included in OCI | 0.6 | (79.2) | (33.5) | (78.9) |
Fair value, inputs, level 3 | Estimated Fair Value | Fair Value, Measurements, Recurring | Convertible debt investments | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Fair value at beginning of period | 84.8 | 192.4 | 117 | 190.3 |
Fair value at end of period | $ 86.5 | $ 139.1 | $ 86.5 | $ 139.1 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) - Convertible debt investments - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Jul. 01, 2023 | Jul. 02, 2022 | Sep. 30, 2022 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Amortized cost basis of investment | $ 225 | $ 221.1 | $ 222.1 |
Unrealized gain (loss) on investment | $ (138.5) | $ (82) | $ (105.1) |
Minimum | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt term | 4 years 2 months 12 days | ||
Maximum | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt term | 6 years 2 months 12 days |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) $ in Millions | Jul. 01, 2023 | Sep. 30, 2022 | Jul. 02, 2022 |
Lessee, Lease, Description [Line Items] | |||
Expected lease liability | $ 294.1 | $ 299.4 | $ 289.5 |
Residual value of leased asset | 3.9 | ||
Not Yet Commenced | |||
Lessee, Lease, Description [Line Items] | |||
Expected lease liability | $ 19.1 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information Schedule (Details) - USD ($) $ in Millions | Jul. 01, 2023 | Sep. 30, 2022 | Jul. 02, 2022 |
Leases [Abstract] | |||
Operating lease right-of-use-assets | $ 266.2 | $ 288.9 | $ 280.1 |
Operating lease current lease liabilities | 77.7 | 76.2 | 71.8 |
Operating lease non-current lease liabilities | 216.4 | 223.2 | 217.7 |
Total operating lease liabilities | 294.1 | 299.4 | 289.5 |
Finance lease right-of-use assets | 15.2 | 26.4 | 26.9 |
Finance lease current lease liabilities | 1.9 | 6.4 | 6.1 |
Finance lease non-current lease liabilities | 15.5 | 22.5 | 23.2 |
Total finance lease liabilities | $ 17.4 | $ 28.9 | $ 29.3 |
LEASES - Components of Lease Co
LEASES - Components of Lease Cost Schedule (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Leases [Abstract] | ||||
Operating lease cost | $ 22 | $ 21.4 | $ 68.1 | $ 63.8 |
Variable lease cost | 6.7 | 9.5 | 20.3 | 30.4 |
Amortization of right-of-use assets | 0.5 | 1.6 | 2.5 | 4.8 |
Interest on lease liabilities | 0.2 | 0.3 | 0.6 | 0.9 |
Total finance lease cost | 0.7 | 1.9 | 3.1 | 5.7 |
Operating lease amortization of ROU assets | $ 20.1 | $ 18.5 | $ 62.9 | $ 55.4 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information and Non-Cash Activity Schedule (Details) - USD ($) $ in Millions | 9 Months Ended | |
Jul. 01, 2023 | Jul. 02, 2022 | |
Lease, Cost [Abstract] | ||
Operating cash flows from operating leases, net | $ 69.8 | $ 62.3 |
Operating cash flows from finance leases | 0.6 | 0.9 |
Financing cash flows from finance leases | 2.2 | 4.4 |
Right-of-use assets obtained in exchange for lease obligations, operating leases | 67.6 | 45 |
Right-of-use assets obtained in exchange for lease obligations, finance leases | $ 0 | $ 0.4 |
LEASES - Weighted-Average Remai
LEASES - Weighted-Average Remaining Lease Term and Discount Rate Schedule (Details) | Jul. 01, 2023 | Sep. 30, 2022 | Jul. 02, 2022 |
Leases [Abstract] | |||
Operating leases, weighted average remaining term (in years) | 4 years 7 months 6 days | 4 years 10 months 24 days | 5 years 1 month 6 days |
Finance leases, weighted average remaining term (in years) | 9 years 7 months 6 days | 7 years 3 months 18 days | 7 years 6 months |
Operating leases, weighted average discount rate (percent) | 4.10% | 3.50% | 3.30% |
Finance leases, weighted average discount rate (percent) | 4.40% | 4.30% | 4.30% |
LEASES - Maturities of Lease Li
LEASES - Maturities of Lease Liabilities by Fiscal Year Schedule (Details) - USD ($) $ in Millions | Jul. 01, 2023 | Sep. 30, 2022 | Jul. 02, 2022 |
Operating Leases | |||
2023 (remainder of the year) | $ 22.9 | ||
2024 | 87.9 | ||
2025 | 71.5 | ||
2026 | 51.6 | ||
2027 | 28 | ||
Thereafter | 72.4 | ||
Total lease payments | 334.3 | ||
Less: Imputed interest | (40.2) | ||
Total lease liabilities | 294.1 | $ 299.4 | $ 289.5 |
Finance Leases | |||
2023 (remainder of the year) | 0.6 | ||
2024 | 2.6 | ||
2025 | 2.6 | ||
2026 | 2.1 | ||
2027 | 1.8 | ||
Thereafter | 11.8 | ||
Total lease payments | 21.5 | ||
Less: Imputed interest | (4.1) | ||
Total lease liabilities | $ 17.4 | $ 28.9 | $ 29.3 |
SEGMENT INFORMATION - Net Sales
SEGMENT INFORMATION - Net Sales, Profit (Loss), and Assets by Segment (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jul. 01, 2023 USD ($) | Jul. 02, 2022 USD ($) | Jul. 01, 2023 USD ($) segment | Jul. 02, 2022 USD ($) | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | segment | 3 | |||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 1,118.7 | $ 1,186.1 | $ 3,176.8 | $ 3,430.4 |
Impairment, restructuring and other | (1.7) | (658.4) | (32) | (660.2) |
Equity in income of unconsolidated affiliates | 22.2 | 15.1 | 3.5 | 1.3 |
Interest expense | (47.1) | (31) | (138.1) | (83.1) |
Other non-operating income (expense), net | (0.4) | 1.7 | 0.2 | 5.4 |
Continuing Operations | ||||
Segment Reporting Information [Line Items] | ||||
Income (loss) before income taxes | 52 | (576.7) | 107.3 | (286.5) |
Intangible asset amortization | (6.7) | (9.2) | (20.8) | (28.5) |
Impairment, restructuring and other | (34.5) | (724.2) | (193.7) | (731.3) |
Equity in income of unconsolidated affiliates | 22.2 | 15.1 | 3.5 | 1.3 |
Interest expense | (47.1) | (31) | (138.1) | (83.1) |
Other non-operating income (expense), net | (0.4) | 1.7 | 0.2 | 5.4 |
Continuing Operations | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Income (loss) before income taxes | 121.9 | 196.1 | 533.6 | 645.4 |
Continuing Operations | Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Income (loss) before income taxes | (3.4) | (25.2) | (77.4) | (95.7) |
U.S. Consumer | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 916.4 | 904.5 | 2,642.7 | 2,626.7 |
U.S. Consumer | Growing media and mulch | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 552.9 | 488.7 | 1,167.2 | 1,110.7 |
U.S. Consumer | Continuing Operations | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Income (loss) before income taxes | 124.8 | 181.1 | 553.5 | 620.7 |
Hawthorne | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 93.4 | 154.5 | 317.6 | 547.7 |
Hawthorne | Growing environments | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 13.1 | 27.9 | 54.6 | 116.3 |
Hawthorne | Continuing Operations | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Income (loss) before income taxes | (8.7) | 4.1 | (41.7) | 2 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 108.9 | 127.1 | 216.5 | 256 |
Other | Continuing Operations | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Income (loss) before income taxes | $ 5.8 | $ 10.9 | $ 21.8 | $ 22.7 |
SEGMENT INFORMATION - Net Sal_2
SEGMENT INFORMATION - Net Sales by Product Category (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Revenue from External Customer [Line Items] | ||||
Net sales | $ 1,118.7 | $ 1,186.1 | $ 3,176.8 | $ 3,430.4 |
U.S. Consumer | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 916.4 | 904.5 | 2,642.7 | 2,626.7 |
U.S. Consumer | Lawn care | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 165 | 219 | 844.7 | 878.9 |
U.S. Consumer | Growing media and mulch | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 552.9 | 488.7 | 1,167.2 | 1,110.7 |
U.S. Consumer | Controls | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 113.7 | 102.2 | 306.5 | 298.9 |
U.S. Consumer | Roundup® marketing agreement | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 30.7 | 30.8 | 121.7 | 115.5 |
U.S. Consumer | Other, primarily gardening | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 54.1 | 63.8 | 202.6 | 222.7 |
Hawthorne | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 93.4 | 154.5 | 317.6 | 547.7 |
Hawthorne | Lighting | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 20.7 | 37.5 | 89.1 | 128.9 |
Hawthorne | Nutrients | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 27.3 | 37.6 | 74.5 | 118.6 |
Hawthorne | Growing environments | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 13.1 | 27.9 | 54.6 | 116.3 |
Hawthorne | Growing media | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 17.3 | 25.6 | 53.6 | 96.3 |
Hawthorne | Other, primarily hardware | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 15 | 25.9 | 45.8 | 87.6 |
Other | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 108.9 | 127.1 | 216.5 | 256 |
Other | Lawn care | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 37 | 46.6 | 69.3 | 85.8 |
Other | Growing media | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 44.3 | 45.9 | 84.6 | 88.8 |
Other | Other, primarily gardening and controls | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | $ 27.6 | $ 34.6 | $ 62.6 | $ 81.4 |
SEGMENT INFORMATION - Net Sal_3
SEGMENT INFORMATION - Net Sales by Geographic Area (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 1,118.7 | $ 1,186.1 | $ 3,176.8 | $ 3,430.4 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,008.3 | 1,051 | 2,920.5 | 3,133.2 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 110.4 | $ 135.1 | $ 256.3 | $ 297.2 |