Scotts Miracle-Gro Co 10-Q for FY2025 Q3
Scotts Miracle-Gro Co (SMG)
10-Q
2025-08-06
For: 2025-06-28
View Original
Added on
April 04, 2026
About this 10-Q
Scotts Miracle-Gro Co filed this 10-Q on August 6, 2025, covering the quarter ended June 28, 2025 (FY2025 Q3).
Headline figures
Quarter ended June 28, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.19B
- down 1.2% from $1.2B a year earlier
- Net income
- $149.1M
- up 12.9% from net income of $132.1M a year earlier
- Diluted EPS
- $2.54
- up 11.4% from $2.28 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
FORM 10-Q
_________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 28, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the transition period from to
Commission File Number: 001-11593
____________________________________
The Scotts Miracle-Gro Co mpany
(Exact name of registrant as specified in its charter)
____________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
(Address of principal executive offices) (Zip Code)
(937 ) 644-0011
(Registrant’s telephone number, including area code)
_____________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | No | ☒ | |||||||||
As of August 1, 2025, there were 57,738,577 Common Shares outstanding.
1
| THE SCOTTS MIRACLE-GRO COMPANY INDEX | ||||||||
| PAGE NO. | ||||||||
2
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE SCOTTS MIRACLE-GRO COMPANY
Condensed Consolidated Statements of Operations
(In millions, except per share data)
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Cost of sales—impairment, restructuring and other | ( | ||||||||||||||||||||||
| Gross margin | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Impairment, restructuring and other | ( | ( | |||||||||||||||||||||
| Other expense, net | |||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Equity in (income) loss of unconsolidated affiliates | ( | ( | ( | ||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Other non-operating expense, net | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Basic net income per common share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted net income per common share | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average common shares outstanding during the period | |||||||||||||||||||||||
| Weighted-average common shares outstanding during the period plus dilutive potential common shares | |||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
3
THE SCOTTS MIRACLE-GRO COMPANY
Condensed Consolidated Statements of Comprehensive Income (Loss)
(In millions)
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||
| Net foreign currency translation adjustment | ( | ( | |||||||||||||||||||||||||||||||||
| Net unrealized gain (loss) on derivative instruments, net of tax | ( | ||||||||||||||||||||||||||||||||||
| Reclassification of net unrealized gain on derivative instruments to net income, net of tax | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Net unrealized gain (loss) on securities, net of tax | ( | ( | |||||||||||||||||||||||||||||||||
| Pension and other post-retirement benefit adjustments, net of tax | ( | ||||||||||||||||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
4
THE SCOTTS MIRACLE-GRO COMPANY
Condensed Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
| Nine Months Ended | |||||||||||
| June 28, 2025 | June 29, 2024 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Impairment, restructuring and other | |||||||||||
| Share-based compensation expense | |||||||||||
| Depreciation | |||||||||||
| Amortization | |||||||||||
| Deferred taxes | |||||||||||
| Equity in (income) loss of unconsolidated affiliates | ( | ||||||||||
| Changes in assets and liabilities, net of acquisitions: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | |||||||||||
| Prepaid and other current assets | |||||||||||
| Accounts payable | |||||||||||
| Other current liabilities | ( | ||||||||||
| Other non-current items | ( | ( | |||||||||
| Other, net | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| INVESTING ACTIVITIES | |||||||||||
| Investments in property, plant and equipment | ( | ( | |||||||||
| Investments in unconsolidated affiliates | ( | ||||||||||
| Other investing, net | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Borrowings under revolving and bank lines of credit and term loans | |||||||||||
| Repayments under revolving and bank lines of credit and term loans | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Purchase of Common Shares | ( | ( | |||||||||
| Cash received from exercise of stock options | |||||||||||
| Other financing, net | |||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash | |||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
5
THE SCOTTS MIRACLE-GRO COMPANY
Condensed Consolidated Balance Sheets
(In millions, except per share data)
(Unaudited)
| June 28, 2025 | June 29, 2024 | September 30, 2024 | |||||||||||||||
| ASSETS | |||||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||
Accounts receivable, less allowances of $ | |||||||||||||||||
| Inventories | |||||||||||||||||
| Prepaid and other current assets | |||||||||||||||||
| Total current assets | |||||||||||||||||
| Investment in unconsolidated affiliates | |||||||||||||||||
Property, plant and equipment, net of accumulated depreciation of $ | |||||||||||||||||
| Goodwill | |||||||||||||||||
| Intangible assets, net | |||||||||||||||||
| Other assets | |||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
| LIABILITIES AND EQUITY (DEFICIT) | |||||||||||||||||
| Current liabilities: | |||||||||||||||||
| Current portion of debt | $ | $ | $ | ||||||||||||||
| Accounts payable | |||||||||||||||||
| Other current liabilities | |||||||||||||||||
| Total current liabilities | |||||||||||||||||
| Long-term debt | |||||||||||||||||
| Other liabilities | |||||||||||||||||
| Total liabilities | |||||||||||||||||
| Commitments and contingencies (Note 10) | |||||||||||||||||
| Equity (deficit): | |||||||||||||||||
Common shares and capital in excess of $ | |||||||||||||||||
| Retained earnings | |||||||||||||||||
Treasury shares, at cost; | ( | ( | ( | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ( | ||||||||||||||
| Total equity (deficit) | ( | ( | ( | ||||||||||||||
| Total liabilities and equity (deficit) | $ | $ | $ | ||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
6
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) | ||||||||
| (Dollars in millions, except per share data) | ||||||||
NOTE 1. 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 more than 75 % of its annual net sales occurring in the second and third fiscal quarters.
Organization and Basis of Presentation
The Company’s unaudited condensed consolidated financial statements for the three and nine months ended June 28, 2025 and June 29, 2024 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 consolidated subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation. The Company consolidates all majority-owned subsidiaries and variable interest entities where the Company has been determined to be the primary beneficiary. 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.
On March 14, 2025, the Company sold all of the issued and outstanding shares of capital stock of its formerly wholly-owned subsidiary The Hawthorne Collective, Inc. (“THC”) to Bad Dog Holdings LLC (“BDH”) in exchange for a promissory note with a principal amount of $39.0 . BDH is a newly formed legal entity owned and controlled by a strategic partner of the Company that is intended to hold and manage the investments held by THC. THC was created during fiscal 2021 as a vehicle to invest in areas of the cannabis industry that are not pursued by the Company’s Hawthorne segment. At the time of the sale, THC held non-voting exchangeable shares of Fluent Corp. (formerly Cansortium Inc.) (“Fluent”) (CSE: FNT.U) (OTCQB: CNTMF), a vertically-integrated, multi-state cannabis company, and other minority non-equity investments with a total book value of $39.0 . BDH granted the Company a call option that enables the Company to reacquire all of the issued and outstanding shares of capital stock of THC in exchange for canceling the principal amount of the promissory note and making an additional payment to BDH equal to 5 % of any appreciation in the fair value of THC. The Company may exercise the call option in its sole and absolute discretion, until the earlier of (i) March 14, 2035 and (ii) the date of the consummation of a merger, change in control or consolidation of BDH or a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of BDH. The Company also granted BDH a put option providing BDH with the right to cause the Company to reacquire all the issued and outstanding shares of capital stock of THC in exchange for canceling the principal amount of the promissory note. The Company has determined that it has a variable interest in BDH and that BDH is a variable interest entity. Additionally, based on its assessment of the characteristics of its variable interest in BDH, including the involvement of its de facto agents, the Company has determined it is the primary beneficiary of BDH and, as a result, is required to consolidate BDH in its condensed consolidated financial statements. As of June 28, 2025, BDH had assets of $8.8 and $27.5 recorded in the “Investment in unconsolidated affiliates” and “Other assets” lines in the Condensed Consolidated Balance Sheets, respectively, and total liabilities of $39.0 associated with the promissory note due to the Company, which is eliminated in consolidation.
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 June 28, 2025 (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, 2024 (the “2024 Annual Report”), which includes a complete set of footnote disclosures, including the Company’s significant accounting policies.
7
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued) | ||||||||
| (Dollars in millions, except per share data) | ||||||||
Accounts Receivable
On October 27, 2023, the Company entered into the Master Receivables Purchase Agreement, under which the Company could sell up to $600.0 of available and eligible outstanding customer accounts receivable generated by sales to four specified customers. On September 1, 2024, the Company amended the Master Receivables Purchase Agreement to permit the Company to sell up to $750.0 of available and eligible outstanding customer accounts receivable generated by sales to five specified customers. The agreement is uncommitted and expires on September 1, 2025. The receivable sales are non-recourse to the Company, other than with respect to (i) repurchase obligations and indemnification obligations for any violations by the Company of its respective representations or obligations as seller or servicer and (ii) certain repurchase and payment obligations arising from any dilution of, or dispute with respect to, any purchased receivables that arise after the sale of such purchased receivables to the purchaser not contemplated in the applicable purchase price of such purchased receivable. The recourse obligations of the Company that may arise from time to time are supported by standby letters of credit of $75.0 . Transactions under the Master Receivables Purchase Agreement are accounted for as sales of accounts receivable, and the receivables sold are removed from the Condensed Consolidated Balance Sheets at the time of the sales transaction. Proceeds received from the sales of accounts receivable are classified as operating cash flows and collections of previously sold accounts receivable not yet submitted to the buyer are classified as financing cash flows in the Condensed Consolidated Statements of Cash Flows. The Company records the discount on sales in the “Other expense, net” line in the Condensed Consolidated Statements of Operations. At June 28, 2025, June 29, 2024 and September 30, 2024, net receivables derecognized were $418.8 , $477.3 and $186.6 , respectively. During the three months ended June 28, 2025 and June 29, 2024, proceeds from the sale of receivables under the Master Receivables Purchase Agreement totaled $686.7 and $724.5 , respectively, and the total discount recorded on sales was $7.3 and $8.7 , respectively. During the nine months ended June 28, 2025 and June 29, 2024, proceeds from the sale of receivables under the Master Receivables Purchase Agreement totaled $1,708.9 and $1,680.0 , respectively, and the total discount recorded on sales was $18.5 and $21.6 , respectively.
Supplier Finance Program
Long-Lived Assets
The Company had non-cash investing activities of $8.4 and $4.5 during the nine months ended June 28, 2025 and June 29, 2024, respectively, representing unpaid liabilities to acquire property, plant and equipment.
Statements of Cash Flows
Supplemental cash flow information was as follows:
| Nine Months Ended | |||||||||||
| June 28, 2025 | June 29, 2024 | ||||||||||
| Interest paid | $ | $ | |||||||||
| Income taxes paid, net | |||||||||||
During the nine months ended June 29, 2024, the Company acquired an additional equity interest in Bonnie Plants, LLC for $21.4 , which was classified as an investing activity in the Condensed Consolidated Statements of Cash Flows.
8
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued) | ||||||||
| (Dollars in millions, except per share data) | ||||||||
Recently Issued Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU requires enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker that are included within each reported measure of segment profit or loss, and also requires all annual disclosures currently required by Topic 280 to be included in interim periods. ASU No. 2023-07 is to be applied retrospectively for all periods presented in the financial statements and is effective for the Company’s fiscal year beginning October 1, 2024, and for interim periods within the Company’s fiscal year beginning October 1, 2025, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s disclosures.
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU primarily requires enhanced disclosures and disaggregation of income tax information by jurisdiction in the annual income tax reconciliation and quantitative and qualitative disclosures regarding income taxes paid. ASU No. 2023-09 is to be applied prospectively, with the option to apply the standard retrospectively, effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s disclosures.
NOTE 2. INVESTMENT IN UNCONSOLIDATED AFFILIATES
Bonnie Plants
The Company holds 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 amended the joint venture agreement to allow AFC to make an additional equity contribution to Bonnie Plants, LLC, and, as a result of this contribution by AFC, the Company’s equity interest in Bonnie Plants, LLC was reduced to 45 %. On November 7, 2023, the Company purchased an additional 5 % equity interest in Bonnie Plants, LLC from AFC for $21.4 , which restored its total equity interest back to 50 %. The Company’s interest is accounted for using the equity method of accounting, with the Company’s proportionate share of Bonnie Plants, LLC earnings reflected in the Condensed Consolidated Statements of Operations.
During the three and nine months ended June 28, 2025, the Company recorded equity in (income) loss of unconsolidated affiliates associated with Bonnie Plants, LLC of $(27.2 ) and $(11.4 ), respectively, compared to $(23.0 ) and $6.5 during the three and nine months ended June 29, 2024, respectively. The Company recorded a pre-tax impairment charge of $0.0 and $10.4 during the three and nine months ended June 29, 2024, respectively, associated with its investment in Bonnie Plants, LLC in the “Equity in (income) loss of unconsolidated affiliates” line in the Condensed Consolidated Statements of Operations.
Fluent
On December 19, 2024, Fluent acquired all of the issued and outstanding common shares of RIV Capital Inc. (“RIV Capital”) in exchange for Fluent shares (the “Transaction”). In connection with the Transaction, Fluent and THC entered into an exchange and protection agreement on December 18, 2024, pursuant to which THC exchanged its existing convertible debt investment in RIV Capital for 153.1 million non-voting exchangeable shares of Fluent. On July 18, 2025, THC, which was acquired by BDH in March 2025, converted its non-voting exchangeable shares into 153.1 million common shares of Fluent, which represents approximately 25 % of Fluent’s total outstanding common shares. THC and Fluent are also parties to an investor rights agreement which allows THC to nominate up to two members to the Fluent board of directors, and provides THC with certain participation rights in order to maintain its pro rata investment position in Fluent in connection with any offering of Fluent shares.
9
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued) | ||||||||
| (Dollars in millions, except per share data) | ||||||||
THC’s convertible debt investment in RIV Capital, which was previously recorded in the “Other assets” line in the Condensed Consolidated Balance Sheets, had a carrying value of $17.7 on December 18, 2024. The exchange of the RIV Capital convertible debt investment for non-voting exchangeable shares of Fluent, a non-cash investing and financing activity, resulted in a loss of $7.0 that was recorded in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the three months ended December 28, 2024.
THC’s interest in Fluent had an initial fair value of $10.7 and is recorded in the “Investment in unconsolidated affiliates” line in the Condensed Consolidated Balance Sheets. The estimated fair value of the non-voting exchangeable shares of Fluent was determined based upon the quoted market price of Fluent common shares as of the date of the exchange and represents a Level 2 nonrecurring fair value measurement. This investment is accounted for using the equity method of accounting, with THC’s proportionate share of Fluent earnings subsequent to December 18, 2024 reflected in the Condensed Consolidated Statements of Operations on a one quarter lag. During the three and nine months ended June 28, 2025, the Company recorded equity in (income) loss of unconsolidated affiliates associated with Fluent of $1.9
Refer to “NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” for further details related to the Company’s sale of THC to BDH on March 14, 2025. BDH is a variable interest entity that is consolidated by the Company.
NOTE 3. 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 (recoveries) for each of the periods presented:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Cost of sales—impairment, restructuring and other: | |||||||||||||||||||||||
| Restructuring and other charges (recoveries), net | $ | $ | ( | $ | $ | ||||||||||||||||||
| Right-of-use asset impairments | |||||||||||||||||||||||
| Property, plant and equipment impairments | |||||||||||||||||||||||
| Operating expenses—impairment, restructuring and other: | |||||||||||||||||||||||
| Restructuring and other charges (recoveries), net | ( | ( | |||||||||||||||||||||
| Loss on exchange of convertible debt investment | |||||||||||||||||||||||
| Total impairment, restructuring and other charges (recoveries), net | $ | $ | ( | $ | $ | ||||||||||||||||||
The following table summarizes the activity related to liabilities associated with restructuring activities during the nine months ended June 28, 2025:
| Amounts accrued at September 30, 2024 | $ | ||||
| Restructuring charges | |||||
| Payments | ( | ||||
| Amounts accrued at June 28, 2025 | $ | ||||
As of June 28, 2025, restructuring accruals include $4.1 that is classified as long-term.
During the three and nine months ended June 28, 2025, the Company incurred employee and executive severance charges of $2.6 and $6.2 , respectively, in the “Cost of sales—impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations and $1.4 and $16.2 , respectively, in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations. The Company incurred charges of $2.0 and $5.0 in its U.S. Consumer segment and $0.6 and $1.2 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 June 28, 2025, respectively. The Company incurred charges of $1.9 in its U.S. Consumer segment, $2.7 in its Hawthorne segment and $11.6 at Corporate in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the nine months ended June 28, 2025.
10
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued) | ||||||||
| (Dollars in millions, except per share data) | ||||||||
During the three and nine months ended June 28, 2025, the Company incurred a non-cash loss of $0.0 and $7.0 , respectively, in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations related to the exchange of its convertible debt investment in RIV Capital for non-voting exchangeable shares of Fluent. Refer to “NOTE 2. INVESTMENT IN UNCONSOLIDATED AFFILIATES” for further details.
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 reduced the size of its supply chain network, reduced staffing levels and implemented other cost-reduction initiatives. The Company also accelerated the reduction of certain Hawthorne inventory, primarily lighting, growing environments and hardware products, to reduce on hand inventory to align with the reduced network capacity. During the three months ended June 28, 2025, the Company incurred costs associated with this restructuring initiative that were not material. During the nine months ended June 28, 2025, the Company incurred costs of $3.6 in its U.S. Consumer segment and $6.3 in its Hawthorne segment associated with this restructuring initiative in the “Cost of sales—impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations. During the three months ended June 29, 2024, the Company recorded net recoveries associated with this restructuring initiative that were not material. During the nine months ended June 29, 2024, the Company incurred costs of $69.7 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 $3.7 in its U.S. Consumer segment and $62.9 in its Hawthorne segment in the “Cost of sales—impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the nine months ended June 29, 2024. The Company recorded recoveries of $1.2 in its U.S. Consumer segment, and incurred costs of $1.0 in its Hawthorne segment, $0.8 in its Other segment and $2.4 at Corporate in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the nine months ended June 29, 2024. Costs incurred since the inception of this restructuring initiative through June 28, 2025 were $303.5 for the Hawthorne segment, $62.0 for the U.S. Consumer segment, $2.9 for the Other segment and $25.1 for Corporate.
During the three and nine months ended June 29, 2024, the Company recorded a gain of $0.0 and $12.1 , respectively, in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations associated with a payment received in resolution of a dispute with the former ownership group of a business that was acquired in fiscal 2022. This payment was classified as an operating activity in the Condensed Consolidated Statements of Cash Flows.
NOTE 4. INVENTORIES
Inventories consisted of the following for each of the periods presented:
| June 28, 2025 | June 29, 2024 | September 30, 2024 | |||||||||||||||
| Finished goods | $ | $ | $ | ||||||||||||||
| Raw materials | |||||||||||||||||
| Work-in-process | |||||||||||||||||
| Total inventories, net | $ | $ | $ | ||||||||||||||
NOTE 5. 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
11
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued) | ||||||||
| (Dollars in millions, except per share data) | ||||||||
•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 | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Gross commission | $ | $ | $ | $ | |||||||||||||||||||
| Contribution expenses | ( | ( | ( | ( | |||||||||||||||||||
| Net commission | |||||||||||||||||||||||
Reimbursements associated with Roundup® marketing agreement | |||||||||||||||||||||||
Total net sales associated with Roundup® marketing agreement | $ | $ | $ | $ | |||||||||||||||||||
NOTE 6. DEBT
The components of debt are as follows:
| June 28, 2025 | June 29, 2024 | September 30, 2024 | |||||||||||||||
| Credit Facilities: | |||||||||||||||||
| Term loans | $ | $ | $ | ||||||||||||||
Senior Notes due 2031 – | |||||||||||||||||
Senior Notes due 2032 – | |||||||||||||||||
Senior Notes due 2029 – | |||||||||||||||||
Senior Notes due 2026 – | |||||||||||||||||
| Finance lease obligations | |||||||||||||||||
| Total debt | |||||||||||||||||
| Less current portions | |||||||||||||||||
| Less unamortized debt issuance costs | |||||||||||||||||
| Long-term debt | $ | $ | $ | ||||||||||||||
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 of 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 (all, 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.
12
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued) | ||||||||
| (Dollars in millions, except per share data) | ||||||||
On June 8, 2022, the Company entered into Amendment No. 1 to the Sixth A&R Credit Agreement (“Amendment No. 1”). 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 to the Sixth A&R Credit Agreement (“Amendment No. 2”). Amendment No. 2 (i) reduces the revolving loan commitments by $250.0 ; (ii) increases 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) replaces the interest coverage covenant with a fixed charge coverage covenant; (iv) increases the interest rate applicable to borrowings under the revolving credit facility and the term loan facility by 25 bps for each existing pricing tier and adds a pricing tier applicable to periods when the leverage ratio exceeds 6.00 ; (v) limits the amount of certain incremental investments, loans and advances to $25.0 during the Leverage Adjustment Period; and (vi) adds the Company’s intellectual property (subject to certain 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 restricted payments in an aggregate amount not to exceed $25.0 . Amendment No. 2 also subjects the Company’s ability to make certain investments to pro forma compliance with certain leverage levels specified in Amendment No. 2. 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 (subject to certain exceptions) 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 June 28, 2025, the Company had letters of credit outstanding in the aggregate principal amount of $83.1 , and had $1,166.9 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 7.7 % and 9.0 % for the nine months ended June 28, 2025 and June 29, 2024, 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) 5.00 for the third quarter of fiscal 2025, (ii) 4.75 for the fourth quarter of fiscal 2025 and (iii) 4.50 for the first quarter of fiscal 2026 and thereafter. The Company’s leverage ratio was 4.15 at June 28, 2025. 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, 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 1.00 . The Company’s fixed charge coverage ratio was 1.47 for the twelve months ended June 28, 2025.
As of June 28, 2025, 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 June 28, 2025, the Company’s indebtedness under the Sixth A&R Credit Agreement and Senior Notes was $2,187.5 . 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.
13
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued) | ||||||||
| (Dollars in millions, except per share data) | ||||||||
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, (collectively, the “Senior Notes”).
The Senior Notes contain an affirmative covenant regarding the Company’s interest coverage ratio determined as of the end of each of its fiscal quarters, calculated as Adjusted EBITDA divided by interest expense excluding costs related to refinancings. The minimum required interest coverage ratio is 2.00 . The Company’s interest coverage ratio was 4.52 for the twelve months ended June 28, 2025.
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 June 28, 2025, June 29, 2024 and September 30, 2024 had a maximum total U.S. dollar equivalent notional amount of $450.0 , $500.0 and $450.0 , respectively. The notional amount, effective date, expiration date and rate of each of the swap agreements outstanding at June 28, 2025 are shown in the table below:
| Notional Amount ($) | Effective Date (a) | Expiration Date | Fixed Rate | |||||||||||||||||
| 6/7/2023 | 4/7/2027 | % | ||||||||||||||||||
| 6/7/2023 | 4/7/2027 | % | ||||||||||||||||||
(b) | 11/20/2023 | 3/22/2027 | % | |||||||||||||||||
(b) | 9/20/2024 | 9/20/2029 | % | |||||||||||||||||
(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
14
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued) | ||||||||
| (Dollars in millions, except per share data) | ||||||||
NOTE 7. EQUITY (DEFICIT)
The following tables provide a summary of the changes in equity (deficit) for each of the periods indicated:
| Common Shares and Capital in Excess of Stated Value | Retained Earnings | Treasury Shares | Accumulated Other Comprehensive Loss | Total Equity (Deficit) | |||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||
| Net income (loss) | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Treasury share purchases | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||
| Treasury share issuances | ( | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance at December 28, 2024 | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Treasury share purchases | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||
| Treasury share issuances | ( | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance at March 29, 2025 | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Treasury share issuances | ( | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance at June 28, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||
The sum of the components may not equal due to rounding.
15
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued) | ||||||||
| (Dollars in millions, except per share data) | ||||||||
| Common Shares and Capital in Excess of Stated Value | Retained Earnings | Treasury Shares | Accumulated Other Comprehensive Loss | Total Equity (Deficit) | |||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||
| Net income (loss) | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Treasury share purchases | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||
| Treasury share issuances | ( | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance at December 30, 2023 | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Treasury share purchases | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||
| Treasury share issuances | ( | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance at March 30, 2024 | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Treasury share purchases | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||
| Treasury share issuances | ( | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance at June 29, 2024 | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||
The sum of the components may not equal due to rounding.
16
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued) | ||||||||
| (Dollars in millions, except per share data) | ||||||||
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 Translation Adjustments | Net Unrealized Gain (Loss) On Derivative Instruments | Net Unrealized Gain (Loss) On Securities | Pension and Other Post-Retirement Benefit Adjustments | Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||||||||
| Balance at March 29, 2025 | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | |||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive net income (loss) | ( | ( | ( | |||||||||||||||||||||||||||||
| Income tax benefit (expense) | ||||||||||||||||||||||||||||||||
| Net current period other comprehensive income (loss) | ( | ( | ( | |||||||||||||||||||||||||||||
| Balance at June 28, 2025 | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
| Balance at March 30, 2024 | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | |||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive net income (loss) | ( | ( | ||||||||||||||||||||||||||||||
| Income tax benefit (expense) | ( | |||||||||||||||||||||||||||||||
| Net current period other comprehensive income (loss) | ( | ( | ||||||||||||||||||||||||||||||
| Balance at June 29, 2024 | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
The sum of the components may not equal due to rounding.
| Nine Months Ended | ||||||||||||||||||||||||||||||||
| Foreign Currency Translation Adjustments | Net Unrealized Gain (Loss) On Derivative Instruments | Net Unrealized Gain (Loss) On Securities | Pension and Other Post-Retirement Benefit Adjustments | Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | |||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive net income (loss) | ( | ( | ( | |||||||||||||||||||||||||||||
| Income tax benefit (expense) | ||||||||||||||||||||||||||||||||
| Net current period other comprehensive income (loss) | ( | ( | ( | |||||||||||||||||||||||||||||
| Balance at June 28, 2025 | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
| Balance at September 30, 2023 | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive net income (loss) | ( | ( | ||||||||||||||||||||||||||||||
| Income tax benefit (expense) | ( | |||||||||||||||||||||||||||||||
| Net current period other comprehensive income (loss) | ( | ( | ( | |||||||||||||||||||||||||||||
| Balance at June 29, 2024 | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
The sum of the components may not equal due to rounding.
17
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued) | ||||||||
| (Dollars in millions, except per share data) | ||||||||
Share-Based Awards
Total share-based compensation was as follows for each of the periods indicated:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Share-based compensation | $ | $ | $ | $ | |||||||||||||||||||
| Related tax benefit recognized | |||||||||||||||||||||||
Restricted share-based awards
NOTE 8. EARNINGS PER COMMON SHARE
The following table presents information necessary to calculate basic and diluted net income per common share for the periods indicated:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Basic net income per common share | |||||||||||||||||||||||
| Weighted-average common shares outstanding during the period | |||||||||||||||||||||||
| Basic net income per common share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted net income per common share | |||||||||||||||||||||||
| Weighted-average common shares outstanding during the period | |||||||||||||||||||||||
| Dilutive potential common shares | |||||||||||||||||||||||
| Weighted-average common shares outstanding during the period plus dilutive potential common shares | |||||||||||||||||||||||
| Diluted net income per common share | $ | $ | $ | $ | |||||||||||||||||||
| Antidilutive stock options outstanding | |||||||||||||||||||||||
NOTE 9. INCOME TAXES
The effective tax rates for the nine months ended June 28, 2025 and June 29, 2024 were 27.9 % and 27.5 %, 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 period. 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.
18
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued) | ||||||||
| (Dollars in millions, except per share data) | ||||||||
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 2021. There are currently no ongoing audits with respect to the U.S. federal jurisdiction. With respect to foreign jurisdictions, a Canadian audit covering fiscal years 2020 through 2021 and a United Kingdom audit covering fiscal year 2023 are in process. The Company is currently under examination by certain U.S. state and local tax authorities covering various periods from fiscal years 2018 through 2023. In addition to the aforementioned audits, certain other tax deficiency notices and refund claims for previous years remain unresolved.
The Company currently anticipates that few of its open and active audits will be resolved within the next twelve months. The Company is unable to make a reasonably reliable estimate as to when or if cash settlements with taxing authorities may occur. Although the outcomes of such examinations and the timing of any payments required upon the conclusion of such examinations are subject to significant uncertainty, the Company does not anticipate that the resolution of these tax matters or any events related thereto will result in a material change to its consolidated financial position, results of operations or cash flows.
NOTE 10. CONTINGENCIES
Management regularly evaluates the Company’s contingencies, including various judicial and administrative proceedings and claims arising in the ordinary course of business relating to, among other things, 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 are adequate, both individually and in the aggregate; 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 June 28, 2025, the Company had recorded liabilities of $2.6 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. The Company has not recorded any accruals in its condensed consolidated financial statements as the likelihood of a loss from these cases is not probable at this time. The Company does not believe a reasonably possible loss would be material to the Company’s financial condition, results of operations or cash flows. In addition, the Company does not believe 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.
19
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued) | ||||||||
| (Dollars in millions, except per share data) | ||||||||
On June 6, 2024, a purported shareholder filed a lawsuit in the United States District Court for the Southern District of Ohio (Case No. 2:24-cv-03132) on behalf of a proposed class of purchasers of Common Shares between November 3, 2021, and August 1, 2023. On July 26, 2024, another purported shareholder filed a lawsuit in the United States District Court for the Southern District of Ohio (Case No. 2:24-cv-03766) on behalf of a proposed class of purchasers of Common Shares between June 2, 2021, and August 1, 2023. The lawsuits were consolidated by the court as In re The Scotts Miracle-Gro Company Securities Litigation (Case No. 2:24-cv-03132). The amended consolidated complaint was filed on May 9, 2025 on behalf of a proposed class of purchasers of Common Shares between May 5, 2021 and August 1, 2023 and asserts claims under Section 10(b), Rule 10b-5 and Section 20(a) of the Securities Exchange Act against the Company and certain of its current and former officers based on alleged misstatements about the Company’s inventories, sales and business prospects. The action seeks, among other things, unspecified monetary damages, reasonable costs and expenses and equitable/injunctive or other relief as deemed appropriate by the Court. The Company believes that the claims asserted are without merit and intends to vigorously defend the action.
Beginning in July 2024, purported shareholders filed a series of shareholder derivative lawsuits in state and federal courts in Ohio against certain of the Company’s current and former directors and officers. The lawsuits include allegations that generally mirror those asserted in the securities lawsuits described above and assert claims for breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. The federal lawsuits also assert claims under the Securities Exchange Act. The actions seek a judgment in favor of the Company for unspecified damages, disgorgement, interest, and costs and expenses, including attorneys’ and experts’ fees.
The Company is involved in other lawsuits and claims which arise in the normal course of business including the initiation and defense of proceedings to protect intellectual property rights, advertising claims, securities matters and employment disputes. These claims individually and in the aggregate are not expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
NOTE 11. 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 $146.1 , $182.6 and $148.4 at June 28, 2025, June 29, 2024 and September 30, 2024, respectively. Contracts outstanding at June 28, 2025 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 June 28, 2025, June 29, 2024 and September 30, 2024 had a maximum total U.S. dollar equivalent notional amount of $450.0 , $500.0 and $450.0 , respectively. Refer to “NOTE 6. DEBT” for the terms of the swap agreements outstanding at June 28, 2025. Included in the AOCL balance at June 28, 2025 was a gain of $4.3 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 June 28, 2025 was a gain of $1.6 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.
20
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued) | ||||||||
| (Dollars in millions, except per share data) | ||||||||
The Company had the following outstanding commodity contracts that were entered into to hedge forecasted purchases:
| Commodity | June 28, 2025 | June 29, 2024 | September 30, 2024 | |||||||||||||||||
| Urea | ||||||||||||||||||||
| Diesel | ||||||||||||||||||||
| Heating Oil | ||||||||||||||||||||
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 | June 28, 2025 | June 29, 2024 | September 30, 2024 | ||||||||||||||||||||||
| Interest rate swap agreements | Prepaid and other current assets | $ | $ | $ | ||||||||||||||||||||||
| Other assets | ||||||||||||||||||||||||||
| Other current liabilities | ( | ( | ||||||||||||||||||||||||
| Other liabilities | ( | ( | ( | |||||||||||||||||||||||
| Commodity hedging instruments | Prepaid and other current assets | |||||||||||||||||||||||||
| Total derivatives designated as hedging instruments | $ | ( | $ | $ | ( | |||||||||||||||||||||
| Derivatives Not Designated as Hedging Instruments | Balance Sheet Location | |||||||||||||||||||||||||
| Currency forward contracts | Prepaid and other current assets | $ | $ | $ | ||||||||||||||||||||||
| Other current liabilities | ( | ( | ( | |||||||||||||||||||||||
| Total derivatives not designated as hedging instruments | ( | ( | ( | |||||||||||||||||||||||
| Total derivatives | $ | ( | $ | $ | ( | |||||||||||||||||||||
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 | |||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||||||
| Interest rate swap agreements | $ | ( | $ | $ | $ | |||||||||||||||||||||
| Commodity hedging instruments | ( | |||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | |||||||||||||||||||||
| Derivatives in Cash Flow Hedging Relationships | Reclassified from AOCL into Statement of Operations | Amount of Gain / (Loss) | ||||||||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||||||||||||
| Interest rate swap agreements | Interest expense | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commodity hedging instruments | Cost of sales | ( | ||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||
21
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued) | ||||||||
| (Dollars in millions, except per share data) | ||||||||
| Derivatives Not Designated as Hedging Instruments | Recognized in Statement of Operations | Amount of Gain / (Loss) | ||||||||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||||||||||||
| Currency forward contracts | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
| Commodity hedging instruments | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Total | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
NOTE 12. 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 Hierarchy Level | June 28, 2025 | June 29, 2024 | September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | |||||||||||||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||||||||||||||
| Cash equivalents | Level 1 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||||||||
| Investment securities in non-qualified retirement plan assets | Level 1 | |||||||||||||||||||||||||||||||||||||||||||
| Convertible debt investments | Level 3 | |||||||||||||||||||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||||||||||||||||||||
| Debt instruments | ||||||||||||||||||||||||||||||||||||||||||||
| Credit facilities – term loans | Level 2 | |||||||||||||||||||||||||||||||||||||||||||
Senior Notes due 2031 – | Level 2 | |||||||||||||||||||||||||||||||||||||||||||
Senior Notes due 2032 – | Level 2 | |||||||||||||||||||||||||||||||||||||||||||
Senior Notes due 2029 – | Level 2 | |||||||||||||||||||||||||||||||||||||||||||
Senior Notes due 2026 – | Level 2 | |||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Fair value at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Total realized / unrealized gains (losses) included in net earnings | ( | ||||||||||||||||||||||
| Total realized / unrealized gains (losses) included in OCI | ( | ( | |||||||||||||||||||||
| Exchange for non-voting exchangeable shares of Fluent | ( | ||||||||||||||||||||||
| Fair value at end of period | $ | $ | $ | $ | |||||||||||||||||||
On December 18, 2024, the Company exchanged its convertible debt investment in RIV Capital for non-voting exchangeable shares of Fluent. Refer to “NOTE 2. INVESTMENT IN UNCONSOLIDATED AFFILIATES” for further details.
The amortized cost basis of convertible debt investments was $44.4 , $226.1 and $62.1 at June 28, 2025, June 29, 2024 and September 30, 2024, respectively. At June 28, 2025, June 29, 2024 and September 30, 2024, gross unrealized losses on convertible debt investments were $16.9 , $136.3 and $16.4 , respectively, and there were no gross unrealized gains. These investments have been in a continuous unrealized loss position for greater than 12 months as of June 28, 2025. The allowance for expected credit losses was $1.9 , $101.3 and $1.9 at June 28, 2025, June 29, 2024 and September 30, 2024, respectively. At June 28, 2025, the weighted-average period until scheduled maturity of the Company’s convertible debt investments was 4.2 years.
22
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued) | ||||||||
| (Dollars in millions, except per share data) | ||||||||
NOTE 13. 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 June 28, 2025, the Company had entered into operating leases that were yet to commence with a combined total expected lease liability of $25.1 . 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 June 28, 2025 and June 29, 2024.
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 June 28, 2025, the Company’s residual value guarantee would have approximated $6.3 .
Supplemental balance sheet information related to the Company’s leases was as follows:
| Balance Sheet Location | June 28, 2025 | June 29, 2024 | September 30, 2024 | ||||||||||||||||||||
| Operating leases: | |||||||||||||||||||||||
| Right-of-use assets | Other assets | $ | $ | $ | |||||||||||||||||||
| Current lease liabilities | Other current liabilities | ||||||||||||||||||||||
| Non-current lease liabilities | Other liabilities | ||||||||||||||||||||||
| Total operating lease liabilities | $ | $ | $ | ||||||||||||||||||||
| Finance leases: | |||||||||||||||||||||||
| Right-of-use assets | Property, plant and equipment, net | $ | $ | $ | |||||||||||||||||||
| Current lease liabilities | Current portion of debt | ||||||||||||||||||||||
| Non-current lease liabilities | Long-term debt | ||||||||||||||||||||||
| Total finance lease liabilities | $ | $ | $ | ||||||||||||||||||||
Components of lease cost were as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
Operating lease cost (a) | $ | $ | $ | $ | |||||||||||||||||||
| Variable lease cost | |||||||||||||||||||||||
| Finance lease cost | |||||||||||||||||||||||
| Amortization of right-of-use assets | |||||||||||||||||||||||
| Interest on lease liabilities | |||||||||||||||||||||||
| Total finance lease cost | $ | $ | $ | $ | |||||||||||||||||||
(a)Operating lease cost includes amortization of right-of-use assets of $17.5 and $51.9 for the three and nine months ended June 28, 2025, respectively, and $17.5 and $52.2 for the three and nine months ended June 29, 2024, respectively. Short-term lease expense is excluded from operating lease cost and is not material.
23
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued) | ||||||||
| (Dollars in millions, except per share data) | ||||||||
Supplemental cash flow information and non-cash activity related to the Company’s leases were as follows:
| Nine Months Ended | |||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | ||||||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||||||||||||||
| Operating cash flows from operating leases, net | $ | $ | |||||||||||||||||||||
| Operating cash flows from finance leases | |||||||||||||||||||||||
| Financing cash flows from finance leases | |||||||||||||||||||||||
| Right-of-use assets obtained in exchange for lease obligations: | |||||||||||||||||||||||
| Operating leases | $ | $ | |||||||||||||||||||||
| Finance leases | |||||||||||||||||||||||
Weighted-average remaining lease term and discount rate for the Company’s leases were as follows:
| June 28, 2025 | June 29, 2024 | September 30, 2024 | |||||||||||||||
| Weighted-average remaining lease term (in years): | |||||||||||||||||
| Operating leases | |||||||||||||||||
| Finance leases | |||||||||||||||||
| Weighted-average discount rate: | |||||||||||||||||
| Operating leases | % | % | % | ||||||||||||||
| Finance leases | % | % | % | ||||||||||||||
Maturities of lease liabilities by fiscal year for the Company’s leases as of June 28, 2025 were as follows:
| Year | Operating Leases | Finance Leases | ||||||||||||
| 2025 (remainder of the year) | $ | $ | ||||||||||||
| 2026 | ||||||||||||||
| 2027 | ||||||||||||||
| 2028 | ||||||||||||||
| 2029 | ||||||||||||||
| Thereafter | ||||||||||||||
| Total lease payments | ||||||||||||||
| Less: Imputed interest | ( | ( | ||||||||||||
| Total lease liabilities | $ | $ | ||||||||||||
NOTE 14. 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 in Canada. 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 reportable 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.
24
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued) | ||||||||
| (Dollars in millions, except per share data) | ||||||||
The following tables present financial information for the Company’s reportable segments for the periods indicated:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Net Sales: | |||||||||||||||||||||||
| U.S. Consumer | $ | $ | $ | $ | |||||||||||||||||||
| Hawthorne | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Consolidated | $ | $ | $ | $ | |||||||||||||||||||
| Segment Profit (Loss): | |||||||||||||||||||||||
| U.S. Consumer | $ | $ | $ | $ | |||||||||||||||||||
| Hawthorne | ( | ||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total Segment Profit | |||||||||||||||||||||||
| Corporate | ( | ( | ( | ( | |||||||||||||||||||
| Intangible asset amortization | ( | ( | ( | ( | |||||||||||||||||||
| Impairment, restructuring and other | ( | ( | ( | ||||||||||||||||||||
| Equity in income (loss) of unconsolidated affiliates | ( | ||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other non-operating expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | |||||||||||||||||||
The following table presents net sales by product category for the periods indicated:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| U.S. Consumer: | |||||||||||||||||||||||
| Growing media and mulch | $ | $ | $ | $ | |||||||||||||||||||
| Lawn care | |||||||||||||||||||||||
| Controls | |||||||||||||||||||||||
Roundup® marketing agreement | |||||||||||||||||||||||
| Other, primarily gardening | |||||||||||||||||||||||
| Hawthorne: | |||||||||||||||||||||||
| Nutrients | |||||||||||||||||||||||
| Lighting | |||||||||||||||||||||||
| Growing media | |||||||||||||||||||||||
| Other, primarily hardware and growing environment | |||||||||||||||||||||||
| Other: | |||||||||||||||||||||||
| Growing media | |||||||||||||||||||||||
| Lawn care | |||||||||||||||||||||||
| Other, primarily gardening and controls | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
25
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued) | ||||||||
| (Dollars in millions, except per share data) | ||||||||
The following table presents net sales by geographic area for the periods indicated:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| International | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
26
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| (Dollars in millions, except per share data) | ||||||||
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The purpose of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is to provide an understanding of our financial condition and results of operations by focusing on changes in certain key measures from year-to-year. This MD&A includes the following sections:
•Executive summary
•Results of operations
•Segment results
•Liquidity and capital resources
•Regulatory matters
•Critical accounting estimates
This MD&A should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Scotts Miracle-Gro’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (the “2024 Annual Report”) and our condensed consolidated financial statements included in this Form 10-Q.
EXECUTIVE SUMMARY
Our operations are divided into three reportable segments: U.S. Consumer, Hawthorne and Other. U.S. Consumer consists of our consumer lawn and garden business in the United States. Hawthorne consists of our indoor and hydroponic gardening business. Other primarily consists of our consumer lawn and garden business in Canada. This division of reportable segments is consistent with how the segments report to and are managed by our chief operating decision maker. In addition, Corporate consists of general and administrative expenses and certain other income and expense items not allocated to the business segments. See “SEGMENT RESULTS” below for additional information regarding our evaluation of segment performance.
Through our U.S. Consumer and Other segments, we are the leading manufacturer and marketer of branded consumer lawn and garden products in North America. Our products are marketed under some of the most recognized brand names in the industry. Our key consumer lawn and garden brands include Scotts® Turf Builder® lawn fertilizer and Scotts® grass seed products; Miracle-Gro® soil, plant food and gardening products; Ortho® herbicide and pesticide products; and Tomcat® rodent control and animal repellent products. We are the exclusive agent of Monsanto for the marketing and distribution of certain of Monsanto’s consumer Roundup® branded products within the United States and certain other specified countries. In addition, we have an equity interest in Bonnie Plants, LLC, a joint venture with AFC focused on planting, growing, developing, distributing, marketing and selling live plants.
Through our Hawthorne segment, we are a leading provider of nutrients, lighting and other materials used for indoor and hydroponic gardening in North America. Our Signature brands include General Hydroponics®, Gavita®, Botanicare®, Agrolux®, Gro Pro®, Mother Earth®, Grower’s Edge®, HydroLogic Purification System® and CYCO®.
Due to the seasonal nature of the consumer lawn and garden business, significant portions of our U.S. Consumer and Other segment net sales ship to our retail customers during our second and third fiscal quarters, as noted in the following table. Our annual net sales are further concentrated in the second and third fiscal quarters by retailers who rely on our ability to deliver products closer to when consumers buy our products.
| Percent of Net Sales by Quarter | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| First Quarter | 11.6 | % | 14.8 | % | 14.4 | % | |||||||||||
| Second Quarter | 42.9 | % | 43.2 | % | 42.8 | % | |||||||||||
| Third Quarter | 33.8 | % | 31.5 | % | 30.2 | % | |||||||||||
| Fourth Quarter | 11.7 | % | 10.5 | % | 12.6 | % | |||||||||||
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| (Dollars in millions, except per share data) | ||||||||
Recent Events
During the three and nine months ended June 28, 2025, our Hawthorne segment continued to experience decreased sales volume. This was partially attributable to an oversupply of cannabis, which has led to a prolonged period of lower cannabis wholesale prices and reduced indoor and outdoor cannabis cultivation. The oversupply has been driven by increased licensing activity across the U.S. and significant capital investment in the cannabis production marketplace over the past several years, as well as inconsistent enforcement of regulations. We expect that the oversupply of cannabis will continue to adversely impact our Hawthorne segment. If the oversupply of cannabis persists longer, or is more significant than we expect, our results of operations could be materially and adversely impacted for a longer period and to a greater extent than we currently anticipate.
During fiscal 2024, our Hawthorne segment discontinued distribution of other companies’ products in order to shift its focus solely to marketing, innovating and supporting its portfolio of Signature brands. The discontinuation of sales of other companies’ products has resulted in lower sales volume when compared to historical periods, but has enabled continued optimization of Hawthorne’s operations and improvement of its profitability.
We continue to monitor the impacts of macroeconomic conditions, including elevated interest rates and the impact of inflationary pressures on input costs and consumer behavior; as well as geopolitical uncertainty, including the duration and resolution of ongoing conflicts, potential escalation of tensions and global supply chain disruptions. We are also continuing to monitor ongoing changes to global trade policies, including the imposition of tariffs. The impact that these events and conditions will have on our operational and financial performance will depend on future developments, which are difficult to predict. For more information about factors that could impact our business, refer to “ITEM 1A. RISK FACTORS” in the 2024 Annual Report.
RESULTS OF OPERATIONS
The following table sets forth the components of earnings as a percentage of net sales for the three months ended June 28, 2025 and June 29, 2024:
| June 28, 2025 | % Of Net Sales | June 29, 2024 | % Of Net Sales | ||||||||||||||||||||
| Net sales | $ | 1,188.0 | 100.0 | % | $ | 1,202.2 | 100.0 | % | |||||||||||||||
| Cost of sales | 806.3 | 67.9 | 850.6 | 70.8 | |||||||||||||||||||
| Cost of sales—impairment, restructuring and other | 3.7 | 0.3 | (2.5) | (0.2) | |||||||||||||||||||
| Gross margin | 378.0 | 31.8 | 354.1 | 29.5 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative | 153.4 | 12.9 | 147.9 | 12.3 | |||||||||||||||||||
| Impairment, restructuring and other | 2.4 | 0.2 | (0.8) | (0.1) | |||||||||||||||||||
| Other expense, net | 7.2 | 0.6 | 6.9 | 0.6 | |||||||||||||||||||
| Income from operations | 215.0 | 18.1 | 200.1 | 16.6 | |||||||||||||||||||
| Equity in (income) loss of unconsolidated affiliates | (25.3) | (2.1) | (23.0) | (1.9) | |||||||||||||||||||
| Interest expense | 31.8 | 2.7 | 38.8 | 3.2 | |||||||||||||||||||
| Other non-operating expense, net | 1.2 | 0.1 | 1.3 | 0.1 | |||||||||||||||||||
| Income before income taxes | 207.3 | 17.4 | 183.0 | 15.2 | |||||||||||||||||||
| Income tax expense | 58.2 | 4.9 | 50.9 | 4.2 | |||||||||||||||||||
| Net income | $ | 149.1 | 12.6 | % | $ | 132.1 | 11.0 | % | |||||||||||||||
The sum of the components may not equal due to rounding.
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| (Dollars in millions, except per share data) | ||||||||
The following table sets forth the components of earnings as a percentage of net sales for the nine months ended June 28, 2025 and June 29, 2024:
| June 28, 2025 | % Of Net Sales | June 29, 2024 | % Of Net Sales | ||||||||||||||||||||
| Net sales | $ | 3,025.8 | 100.0 | % | $ | 3,138.0 | 100.0 | % | |||||||||||||||
| Cost of sales | 1,989.0 | 65.7 | 2,191.4 | 69.8 | |||||||||||||||||||
| Cost of sales—impairment, restructuring and other | 16.1 | 0.5 | 66.6 | 2.1 | |||||||||||||||||||
| Gross margin | 1,020.7 | 33.7 | 880.0 | 28.0 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative | 466.5 | 15.4 | 441.4 | 14.1 | |||||||||||||||||||
| Impairment, restructuring and other | 29.6 | 1.0 | (5.9) | (0.2) | |||||||||||||||||||
| Other expense, net | 15.9 | 0.5 | 19.6 | 0.6 | |||||||||||||||||||
| Income from operations | 508.7 | 16.8 | 424.9 | 13.5 | |||||||||||||||||||
| Equity in (income) loss of unconsolidated affiliates | (9.5) | (0.3) | 6.5 | 0.2 | |||||||||||||||||||
| Interest expense | 102.0 | 3.4 | 125.6 | 4.0 | |||||||||||||||||||
| Other non-operating expense, net | 3.9 | 0.1 | 4.2 | 0.1 | |||||||||||||||||||
| Income before income taxes | 412.3 | 13.6 | 288.6 | 9.2 | |||||||||||||||||||
| Income tax expense | 115.2 | 3.8 | 79.5 | 2.5 | |||||||||||||||||||
| Net income | $ | 297.1 | 9.8 | % | $ | 209.1 | 6.7 | % | |||||||||||||||
The sum of the components may not equal due to rounding.
Net Sales
Net sales for the three months ended June 28, 2025 were $1,188.0, a decrease of 1.2% from net sales of $1,202.2 for the three months ended June 29, 2024. Net sales for the nine months ended June 28, 2025 were $3,025.8, a decrease of 3.6% from net sales of $3,138.0 for the nine months ended June 29, 2024. Factors contributing to the change in net sales are outlined in the following table:
| Three Months Ended | Nine Months Ended | ||||||||||
| June 28, 2025 | June 28, 2025 | ||||||||||
| Volume and mix | (0.9) | % | (2.8) | % | |||||||
| Pricing | (0.2) | (0.6) | |||||||||
| Foreign exchange rates | (0.1) | (0.2) | |||||||||
| Change in net sales | (1.2) | % | (3.6) | % | |||||||
The decrease in net sales for the three months ended June 28, 2025 as compared to the three months ended June 29, 2024 was primarily driven by:
•decreased net sales of 1.4% included within “volume and mix” related to nonrecurring fiscal 2024 sales of bulk raw materials and AeroGarden® products in our U.S. Consumer segment and the discontinuation of sales of other companies’ products in our Hawthorne segment; and
•decreased net sales associated with the Roundup® marketing agreement;
•partially offset by increased sales volume of 0.5%, comprised of the net impact of higher volume in our U.S. Consumer segment driven by soils and grass seed products, partially offset by lower volume in our Hawthorne segment driven by all product categories.
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| (Dollars in millions, except per share data) | ||||||||
The decrease in net sales for the nine months ended June 28, 2025 as compared to the nine months ended June 29, 2024 was primarily driven by:
•decreased net sales of 2.1% included within “volume and mix” related to nonrecurring fiscal 2024 sales of bulk raw materials and AeroGarden® products in our U.S. Consumer segment and the discontinuation of sales of other companies’ products in our Hawthorne segment;
•decreased sales volume of 0.7%, comprised of the net impact of lower volume in our Hawthorne segment driven by all product categories, partially offset by higher volume in our U.S. Consumer segment driven by soils, mulch and grass seed products;
•decreased net sales associated with the Roundup® marketing agreement; and
•decreased pricing, primarily driven by additional investments in consumer activation activities in our U.S. Consumer segment.
Cost of Sales
The following table shows the major components of cost of sales:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Materials | $ | 407.0 | $ | 445.6 | $ | 1,000.6 | $ | 1,172.0 | |||||||||||||||
| Manufacturing labor and overhead | 212.3 | 208.1 | 505.8 | 513.3 | |||||||||||||||||||
| Distribution and warehousing | 163.0 | 169.5 | 409.5 | 430.6 | |||||||||||||||||||
Costs associated with Roundup® marketing agreement | 24.0 | 27.4 | 73.1 | 75.5 | |||||||||||||||||||
| Cost of sales | 806.3 | 850.6 | 1,989.0 | 2,191.4 | |||||||||||||||||||
| Cost of sales—impairment, restructuring and other | 3.7 | (2.5) | 16.1 | 66.6 | |||||||||||||||||||
| $ | 810.0 | $ | 848.1 | $ | 2,005.1 | $ | 2,258.0 | ||||||||||||||||
Factors contributing to the change in cost of sales are outlined in the following table:
| Three Months Ended | Nine Months Ended | ||||||||||
| June 28, 2025 | June 28, 2025 | ||||||||||
| Volume, mix and other | $ | (30.0) | $ | (140.0) | |||||||
| Material cost changes | (10.3) | (55.4) | |||||||||
Costs associated with Roundup® marketing agreement | (3.4) | (2.4) | |||||||||
| Foreign exchange rates | (0.6) | (4.6) | |||||||||
| (44.3) | (202.4) | ||||||||||
| Impairment, restructuring and other | 6.2 | (50.5) | |||||||||
| Change in cost of sales | $ | (38.1) | $ | (252.9) | |||||||
The decrease in cost of sales for the three months ended June 28, 2025 as compared to the three months ended June 29, 2024 was primarily driven by:
•lower material costs in our U.S. Consumer segment;
•lower sales volume in our Hawthorne segment;
•nonrecurring fiscal 2024 sales of bulk raw materials and AeroGarden® products in our U.S. Consumer segment and the discontinuation of sales of other companies’ products in our Hawthorne segment;
•lower warehousing and transportation costs included within “volume, mix and other” in our U.S. Consumer and Hawthorne segments; and
•lower manufacturing costs included within “volume, mix and other” in our U.S. Consumer segment;
•partially offset by higher sales volume in our U.S. Consumer segment; and
•an increase in impairment, restructuring and other charges.
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| (Dollars in millions, except per share data) | ||||||||
The decrease in cost of sales for the nine months ended June 28, 2025 as compared to the nine months ended June 29, 2024 was primarily driven by:
•lower material costs in our U.S. Consumer segment;
•lower sales volume in our Hawthorne segment;
•nonrecurring fiscal 2024 sales of bulk raw materials and AeroGarden® products in our U.S. Consumer segment and the discontinuation of sales of other companies’ products in our Hawthorne segment;
•lower warehousing and transportation costs included within “volume, mix and other” in our U.S. Consumer and Hawthorne segments;
•lower manufacturing costs included within “volume, mix and other” in our U.S. Consumer, Hawthorne and Other segments; and
•a decrease in impairment, restructuring and other charges;
•partially offset by higher sales volume in our U.S. Consumer segment.
Gross Margin
As a percentage of net sales, our gross margin rate was 31.8% and 29.5% for the three months ended June 28, 2025 and June 29, 2024, respectively, and was 33.7% and 28.0% for the nine months ended June 28, 2025 and June 29, 2024, respectively. Factors contributing to the change in gross margin rate are outlined in the following table:
| Three Months Ended | Nine Months Ended | ||||||||||
| June 28, 2025 | June 28, 2025 | ||||||||||
| Volume, mix and other | 2.5 | % | 2.9 | % | |||||||
| Material costs | 0.9 | 1.8 | |||||||||
Roundup® commissions and reimbursements | (0.3) | (0.1) | |||||||||
| Pricing | (0.2) | (0.5) | |||||||||
| 2.9 | % | 4.1 | % | ||||||||
| Impairment, restructuring and other | (0.6) | 1.6 | |||||||||
| Change in gross margin rate | 2.3 | % | 5.7 | % | |||||||
The increase in gross margin rate for the three months ended June 28, 2025 as compared to the three months ended June 29, 2024 was primarily driven by:
•lower material costs in our U.S. Consumer segment;
•favorable mix associated with our U.S. Consumer and Hawthorne segments;
•lower warehousing and transportation costs included within “volume, mix and other” in our U.S. Consumer and Hawthorne segments; and
•lower manufacturing costs included within “volume, mix and other” in our U.S. Consumer segment;
•partially offset by an increase in impairment, restructuring and other charges.
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| (Dollars in millions, except per share data) | ||||||||
The increase in gross margin rate for the nine months ended June 28, 2025 as compared to the nine months ended June 29, 2024 was primarily driven by:
•lower material costs in our U.S. Consumer segment;
•favorable mix associated with our U.S. Consumer and Hawthorne segments;
•lower warehousing and transportation costs included within “volume, mix and other” in our U.S. Consumer and Hawthorne segments;
•lower manufacturing costs included within “volume, mix and other” in our U.S. Consumer, Hawthorne and Other segments; and
•a decrease in impairment, restructuring, and other charges;
•partially offset by decreased pricing, primarily driven by additional investments in consumer activation activities in our U.S. Consumer segment; and
•unfavorable leverage of fixed costs, included within “volume, mix and other” driven by lower sales volume in our Hawthorne segment.
Selling, General and Administrative Expenses
The following table sets forth the components of selling, general and administrative expenses (“SG&A”):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Advertising | $ | 49.8 | $ | 46.4 | $ | 129.7 | $ | 125.7 | |||||||||||||||
| Share-based compensation | 10.2 | 13.6 | 36.3 | 45.2 | |||||||||||||||||||
| Research and development | 9.0 | 8.6 | 25.7 | 25.2 | |||||||||||||||||||
| Amortization of intangibles | 3.0 | 3.5 | 8.9 | 10.4 | |||||||||||||||||||
| Other selling, general and administrative | 81.4 | 75.8 | 265.9 | 234.9 | |||||||||||||||||||
| $ | 153.4 | $ | 147.9 | $ | 466.5 | $ | 441.4 | ||||||||||||||||
SG&A increased $5.5, or 3.7%, during the three months ended June 28, 2025 compared to the three months ended June 29, 2024. Advertising expense increased $3.4, or 7.3%, due to higher media spending in our U.S. Consumer segment. Share-based compensation expense, which excludes certain advertising expenses paid for in Common Shares, decreased $3.4, or 25.0%, primarily due to lower long-term incentive compensation expense. Other SG&A increased $5.6, or 7.4%, driven by higher short-term variable cash incentive compensation expense and other associate-related costs.
SG&A increased $25.1, or 5.7%, during the nine months ended June 28, 2025 compared to the nine months ended June 29, 2024. Advertising expense increased $4.0, or 3.2%, due to higher media spending in our U.S. Consumer segment. Share-based compensation expense, which excludes certain advertising expenses paid for in Common Shares, decreased $8.9, or 19.7%, primarily due to lower long-term incentive compensation expense. Other SG&A increased $31.0, or 13.2%, driven by higher short-term variable cash incentive compensation expense and other associate-related costs.
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| (Dollars in millions, except per share data) | ||||||||
Impairment, Restructuring and Other
Activity described herein is classified within the “Cost of sales—impairment, restructuring and other” and “Impairment, restructuring and other” lines in the Condensed Consolidated Statements of Operations. The following table details impairment, restructuring and other charges (recoveries) for each of the periods presented:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Cost of sales—impairment, restructuring and other: | |||||||||||||||||||||||
| Restructuring and other charges (recoveries), net | $ | 3.7 | $ | (4.8) | $ | 9.2 | $ | 59.3 | |||||||||||||||
| Right-of-use asset impairments | — | 2.3 | 4.5 | 3.3 | |||||||||||||||||||
| Property, plant and equipment impairments | — | — | 2.4 | 4.1 | |||||||||||||||||||
| Operating expenses—impairment, restructuring and other: | |||||||||||||||||||||||
| Restructuring and other charges (recoveries), net | 2.4 | (0.8) | 22.7 | (5.9) | |||||||||||||||||||
| Loss on exchange of convertible debt investment | — | — | 7.0 | — | |||||||||||||||||||
| Total impairment, restructuring and other charges (recoveries), net | $ | 6.1 | $ | (3.3) | $ | 45.8 | $ | 60.8 | |||||||||||||||
During the three and nine months ended June 28, 2025, we incurred employee and executive severance charges of $2.6 and $6.2, respectively, in the “Cost of sales—impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations and $1.4 and $16.2, respectively, in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations. We incurred charges of $2.0 and $5.0 in our U.S. Consumer segment and $0.6 and $1.2 in our 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 June 28, 2025, respectively. We incurred charges of $1.9 in our U.S. Consumer segment, $2.7 in our Hawthorne segment and $11.6 at Corporate in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the nine months ended June 28, 2025.
During the three and nine months ended June 28, 2025, we incurred a non-cash loss of $0.0 and $7.0, respectively, in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations related to the exchange of our convertible debt investment in RIV Capital for non-voting exchangeable shares of Fluent. Refer to “NOTE 2. INVESTMENT IN UNCONSOLIDATED AFFILIATES” for further details.
During fiscal 2022, we 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, we reduced the size of our supply chain network, reduced staffing levels and implemented other cost-reduction initiatives. We also accelerated the reduction of certain Hawthorne inventory, primarily lighting, growing environments and hardware products, to reduce on hand inventory to align with the reduced network capacity. During the three months ended June 28, 2025, we incurred costs associated with this restructuring initiative that were not material. During the nine months ended June 28, 2025, we incurred costs of $3.6 in our U.S. Consumer segment and $6.3 in our Hawthorne segment associated with this restructuring initiative in the “Cost of sales—impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations. During the three months ended June 29, 2024, we recorded net recoveries associated with this restructuring initiative that were not material. During the nine months ended June 29, 2024, we incurred costs of $69.7 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. We incurred costs of $3.7 in our U.S. Consumer segment and $62.9 in our Hawthorne segment in the “Cost of sales—impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the nine months ended June 29, 2024. We recorded recoveries of $1.2 in our U.S. Consumer segment, and incurred costs of $1.0 in our Hawthorne segment, $0.8 in our Other segment and $2.4 at Corporate in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations during the nine months ended June 29, 2024. Costs incurred since the inception of this restructuring initiative through June 28, 2025 were $303.5 for our Hawthorne segment, $62.0 for our U.S. Consumer segment, $2.9 for our Other segment and $25.1 for Corporate.
During the three and nine months ended June 29, 2024, we recorded a gain of $0.0 and $12.1, respectively, in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations associated with a payment received in resolution of a dispute with the former ownership group of a business that was acquired in fiscal 2022. This payment was classified as an operating activity in the Condensed Consolidated Statements of Cash Flows.
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| (Dollars in millions, except per share data) | ||||||||
Other Expense, net
Other expense is comprised of activities such as the discount on sales of accounts receivable under the Master Receivables Purchase Agreement, royalty income from the licensing of certain of our brand names and foreign exchange transaction gains and losses. Other expense was $7.2 and $6.9 for the three months ended June 28, 2025 and June 29, 2024, respectively; and was $15.9 and $19.6 for the nine months ended June 28, 2025 and June 29, 2024, respectively. The decrease in other expense for the nine months ended June 28, 2025 is primarily due to lower discount on sales of accounts receivable under the Master Receivables Purchase Agreement.
Income from Operations
Income from operations was $215.0 for the three months ended June 28, 2025, an increase of 7.4% compared to $200.1 for the three months ended June 29, 2024; and was $508.7 for the nine months ended June 28, 2025, an increase of 19.7% compared to $424.9 for the nine months ended June 29, 2024. For the three months ended June 28, 2025, the increase was primarily driven by a higher gross margin rate, partially offset by lower net sales, higher SG&A and higher impairment, restructuring and other charges. For the nine months ended June 28, 2025, the increase was primarily driven by a higher gross margin rate, lower other expense and lower impairment, restructuring, and other charges, partially offset by lower net sales and higher SG&A.
Equity in (Income) Loss of Unconsolidated Affiliates
Equity in (income) loss of unconsolidated affiliates was $(25.3) and $(23.0) for the three months ended June 28, 2025 and June 29, 2024, respectively; and was $(9.5) and $6.5 for the nine months ended June 28, 2025 and June 29, 2024, respectively. Equity in (income) loss of unconsolidated affiliates associated with Bonnie Plants, LLC was $(27.2) and $(11.4) during the three and nine months ended June 28, 2025, respectively, compared to $(23.0) and $6.5 during the three and nine months ended June 29, 2024, respectively. We recorded a pre-tax impairment charge of $0.0 and $10.4 during the three and nine months ended June 29, 2024, respectively, associated with our investment in Bonnie Plants, LLC. Equity in (income) loss of unconsolidated affiliates associated with Fluent was $1.9 for the three and nine months ended June 28, 2025.
Interest Expense
Interest expense was $31.8 for the three months ended June 28, 2025, a decrease of 18.0% compared to $38.8 for the three months ended June 29, 2024; and was $102.0 for the nine months ended June 28, 2025, a decrease of 18.8% compared to $125.6 for the nine months ended June 29, 2024. For the three months ended June 28, 2025, the decrease was driven by lower average borrowings of $287.6 and a decrease in our weighted average interest rate, net of the impact of interest rate swaps, of 50 basis points. For the nine months ended June 28, 2025, the decrease was driven by lower average borrowings of $341.7 and a decrease in our weighted average interest rate, net of the impact of interest rate swaps, of 50 basis points. The decrease in average borrowings was driven by our focus on using available cash flow to reduce our debt. The decrease in our weighted average interest rate was primarily driven by lower borrowing rates under the Sixth A&R Credit Agreement.
Income Tax Expense
The effective tax rates for the nine months ended June 28, 2025 and June 29, 2024 were 27.9% and 27.5%, respectively. The effective tax rate used for interim purposes is based on our best estimate of factors impacting the effective tax rate for the full fiscal year. Factors affecting the estimated effective tax rate include assumptions as to income by jurisdiction (domestic and foreign), the availability and utilization of tax credits and the existence of elements of income and expense that may not be taxable or deductible. The estimated effective tax rate is subject to revision in later interim periods and at fiscal year-end as facts and circumstances change during the course of the fiscal year. There can be no assurance that the effective tax rate estimated for interim financial reporting purposes will approximate the effective tax rate determined at fiscal year-end.
Net Income
Net income was $149.1, or $2.54 per diluted share, for the three months ended June 28, 2025 compared to $132.1, or $2.28 per diluted share, for the three months ended June 29, 2024. The increase was driven by a higher gross margin rate and lower interest expense, partially offset by lower net sales, higher SG&A, higher impairment, restructuring and other charges and higher income tax expense.
Diluted average Common Shares used in the diluted net income per common share calculation for the three months ended June 28, 2025 and June 29, 2024 were 58.6 million and 58.0 million, respectively, which included dilutive potential Common Shares of 0.9 million and 1.2 million, respectively. The increase in diluted average Common Shares was primarily the result of the exercise and issuance of share-based compensation awards.
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| (Dollars in millions, except per share data) | ||||||||
Net income was $297.1, or $5.07 per diluted share, for the nine months ended June 28, 2025 compared to $209.1, or $3.64 per diluted share, for the nine months ended June 29, 2024. The increase was driven by a higher gross margin rate, lower impairment, restructuring and other charges, lower other expense, lower interest expense and higher equity in income of unconsolidated affiliates, partially offset by lower net sales, higher SG&A and higher income tax expense.
Diluted average Common Shares used in the diluted net income per common share calculation for the nine months ended June 28, 2025 and June 29, 2024 were 58.6 million and 57.5 million, respectively, which included dilutive potential Common Shares of 1.1 million and 0.8 million, respectively. The increase in diluted average Common Shares was primarily the result of the exercise and issuance of share-based compensation awards.
SEGMENT RESULTS
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)”), which is a non-GAAP financial measure. Senior management uses Segment Profit (Loss) to evaluate segment performance because they believe this measure is indicative of performance trends and the overall earnings potential of each segment.
The following table sets forth net sales by segment:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| U.S. Consumer | $ | 1,030.2 | $ | 1,017.5 | $ | 2,682.6 | $ | 2,704.0 | |||||||||||||||
| Hawthorne | 31.2 | 67.7 | 115.9 | 214.2 | |||||||||||||||||||
| Other | 126.6 | 117.0 | 227.3 | 219.8 | |||||||||||||||||||
| Consolidated | $ | 1,188.0 | $ | 1,202.2 | $ | 3,025.8 | $ | 3,138.0 | |||||||||||||||
The following table sets forth Segment Profit (Loss) as well as a reconciliation to income before income taxes, the most directly comparable GAAP measure:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| U.S. Consumer | $ | 235.5 | $ | 210.3 | $ | 638.1 | $ | 580.5 | |||||||||||||||
| Hawthorne | — | 3.8 | 0.7 | (9.2) | |||||||||||||||||||
| Other | 16.8 | 11.7 | 22.7 | 13.0 | |||||||||||||||||||
| Total Segment Profit (Non-GAAP) | 252.3 | 225.8 | 661.5 | 584.3 | |||||||||||||||||||
| Corporate | (28.0) | (25.1) | (97.6) | (86.8) | |||||||||||||||||||
| Intangible asset amortization | (3.2) | (3.9) | (9.4) | (11.8) | |||||||||||||||||||
| Impairment, restructuring and other | (6.1) | 3.3 | (45.8) | (60.8) | |||||||||||||||||||
| Equity in income (loss) of unconsolidated affiliates | 25.3 | 23.0 | 9.5 | (6.5) | |||||||||||||||||||
| Interest expense | (31.8) | (38.8) | (102.0) | (125.6) | |||||||||||||||||||
| Other non-operating expense, net | (1.2) | (1.3) | (3.9) | (4.2) | |||||||||||||||||||
| Income before income taxes (GAAP) | $ | 207.3 | $ | 183.0 | $ | 412.3 | $ | 288.6 | |||||||||||||||
U.S. Consumer
U.S. Consumer segment net sales were $1,030.2 in the third quarter of fiscal 2025, an increase of 1.2% from third quarter of fiscal 2024 net sales of $1,017.5; and were $2,682.6 for the first nine months of fiscal 2025, a decrease of 0.8% from the first nine months of fiscal 2024 net sales of $2,704.0. For the third quarter of fiscal 2025, the increase was driven by higher sales volume of 2.2%, partially offset by a decrease of 1.0% due to nonrecurring fiscal 2024 sales of bulk raw materials and AeroGarden® products. For the nine months ended June 28, 2025, the decrease was driven by nonrecurring fiscal 2024 sales of bulk raw materials and AeroGarden® products of 1.3% and decreased pricing of 0.6%, partially offset by higher sales volume of 1.1%. The increase in sales volume for the third quarter of fiscal 2025 was driven by soils and grass seed products. The increase in sales volume for the nine months ended June 28, 2025 was driven by soils, mulch and grass seed products. Decreased pricing for the nine months ended June 28, 2025 was due to additional investments in consumer activation activities.
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| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| (Dollars in millions, except per share data) | ||||||||
U.S. Consumer Segment Profit was $235.5 in the third quarter of fiscal 2025, an increase of 12.0% from third quarter of fiscal 2024 Segment Profit of $210.3; and U.S Consumer Segment Profit was $638.1 for the first nine months of fiscal 2025, an increase of 9.9% from the first nine months of fiscal 2024 Segment Profit of $580.5. For the third quarter of fiscal 2025, the increase was primarily due to higher net sales and a higher gross margin rate, partially offset by higher SG&A. For the nine months ended June 28, 2025, the increase was primarily due to a higher gross margin rate and lower other expense, partially offset by lower net sales and higher SG&A.
Hawthorne
Hawthorne segment net sales were $31.2 in the third quarter of fiscal 2025, a decrease of 53.9% from third quarter of fiscal 2024 net sales of $67.7; and were $115.9 for the first nine months of fiscal 2025, a decrease of 45.9% from the first nine months of fiscal 2024 net sales of $214.2. For the third quarter of fiscal 2025, the decrease was driven by lower sales volume of 42.0%, the discontinuation of sales of other companies’ products of 8.8% and decreased pricing of 3.1%. For the nine months ended June 28, 2025, the decrease was driven by lower sales volume of 30.7%, the discontinuation of sales of other companies’ products of 13.6% and decreased pricing of 1.6%.
Hawthorne Segment Profit was $0.0 in the third quarter of fiscal 2025 compared to Segment Profit of $3.8 for the third quarter of fiscal 2024; and Hawthorne Segment Profit was $0.7 for the first nine months of fiscal 2025 compared to Segment Loss of $9.2 for the first nine months of fiscal 2024. For the third quarter of fiscal 2025, the decrease was driven by lower net sales, partially offset by a higher gross margin rate and lower SG&A. For the nine months ended June 28, 2025, the improvement was driven by a higher gross margin rate and lower SG&A, partially offset by lower net sales.
Other
Other segment net sales were $126.6 in the third quarter of fiscal 2025, an increase of 8.2% from third quarter of fiscal 2024 net sales of $117.0; and were $227.3 for the first nine months of fiscal 2025, an increase of 3.4% from the first nine months of fiscal 2024 net sales of $219.8. For the third quarter of fiscal 2025, the increase was driven by higher sales volume of 8.8% and increased pricing of 0.2%, partially offset by unfavorable foreign exchange rates of 0.8%. For the nine months ended June 28, 2025, the increase was driven by higher sales volume of 5.8% and increased pricing of 0.2%, partially offset by unfavorable foreign exchange rates of 2.6%.
Other Segment Profit was $16.8 in the third quarter of fiscal 2025, an increase of 43.6% from third quarter of fiscal 2024 Segment Profit of $11.7; and Other Segment Profit was $22.7 for the first nine months of fiscal 2025, an increase of 74.6% from the first nine months of fiscal 2024 Segment Profit of $13.0. For the three and nine months ended June 28, 2025, the increase was driven by higher net sales and a higher gross margin rate.
Corporate
Corporate expenses were $28.0 in the third quarter of fiscal 2025 compared to $25.1 for the third quarter of fiscal 2024; and were $97.6 for the first nine months of fiscal 2025, an increase of 12.4% from the first nine months of fiscal 2024 expenses of $86.8. For the three and nine months ended June 28, 2025, the increase was primarily driven by higher short-term variable incentive compensation expense and other associate-related costs.
LIQUIDITY AND CAPITAL RESOURCES
The following table summarizes cash activities:
| Nine Months Ended | |||||||||||
| June 28, 2025 | June 29, 2024 | ||||||||||
| Net cash provided by operating activities | $ | 197.2 | $ | 549.0 | |||||||
| Net cash used in investing activities | (60.0) | (80.0) | |||||||||
| Net cash used in financing activities | (158.2) | (221.1) | |||||||||
Operating Activities
Cash provided by operating activities totaled $197.2 for the nine months ended June 28, 2025 compared to $549.0 for the nine months ended June 29, 2024. The decrease was driven by higher inventory production, the timing of accounts receivable sales, higher short-term variable cash incentive compensation payments and higher SG&A, partially offset by higher gross margin and lower interest payments. Accounts receivable sale timing was driven by our entry into the Master Receivable Purchasing Agreement during the nine months ended June 29, 2024.
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| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| (Dollars in millions, except per share data) | ||||||||
Investing Activities
Cash used in investing activities totaled $60.0 for the nine months ended June 28, 2025 compared to $80.0 for the nine months ended June 29, 2024. Cash used for investments in property, plant and equipment during the first nine months of fiscal 2025 and 2024 was $54.5 and $67.4, respectively, driven by the timing of spending on capital projects. During the nine months ended June 28, 2025 and June 29, 2024, we had other investing cash (outflows) inflows of $(5.5) and $8.8, respectively, primarily associated with currency forward contracts. During the nine months ended June 29, 2024, we acquired an additional equity interest in Bonnie Plants, LLC for $21.4.
Financing Activities
Cash used in financing activities totaled $158.2 for the nine months ended June 28, 2025 compared to $221.1 for the nine months ended June 29, 2024. During the nine months ended June 28, 2025, we had net repayments under our credit facilities of $39.3, paid dividends of $116.2 and received cash from the exercise of stock options of $11.2 (which also includes amounts received from employee purchases under the employee stock purchase plan). During the nine months ended June 29, 2024, we had net repayments under our credit facilities of $127.9 and paid dividends of $113.7. During the nine months ended June 28, 2025 and June 29, 2024, we repurchased Common Shares for $18.4 and $5.0, respectively (which includes cash paid to tax authorities to satisfy statutory income tax withholding obligations related to share-based compensation). In addition, during the nine months ended June 28, 2025 and June 29, 2024, we had other financing cash inflows of $4.5 and $23.1, respectively, primarily related to collections of previously sold accounts receivable not yet submitted to the buyer.
Accounts Receivable Sales
On October 27, 2023, we entered into the Master Receivables Purchase Agreement, under which we could sell up to $600.0 of available and eligible outstanding customer accounts receivable generated by sales to four specified customers. On September 1, 2024, we amended the Master Receivables Purchase Agreement to permit us to sell up to $750.0 of available and eligible outstanding customer accounts receivable generated by sales to five specified customers. The agreement is uncommitted and expires on September 1, 2025. Transactions under the Master Receivables Purchase Agreement are accounted for as sales of accounts receivable, and the receivables sold are removed from the Condensed Consolidated Balance Sheets at the time of the sales transaction. Proceeds received from the sales of accounts receivable are classified as operating cash flows and collections of previously sold accounts receivable not yet submitted to the buyer are classified as financing cash flows in the Condensed Consolidated Statements of Cash Flows. We record the discount on sales in the “Other expense, net” line in the Condensed Consolidated Statements of Operations. At June 28, 2025, June 29, 2024 and September 30, 2024, net receivables derecognized were $418.8, $477.3 and $186.6, respectively. During the three months ended June 28, 2025 and June 29, 2024, proceeds from the sale of receivables under the Master Receivables Purchase Agreement totaled $686.7 and $724.5, respectively, and the total discount recorded on sales was $7.3 and $8.7, respectively. During the nine months ended June 28, 2025 and June 29, 2024, proceeds from the sale of receivables under the Master Receivables Purchase Agreement totaled $1,708.9 and $1,680.0, respectively, and the total discount recorded on sales was $18.5 and $21.6, respectively.
Supplier Finance Program
We have an agreement to provide a supplier finance program which facilitates participating suppliers’ ability to finance our payment obligations with a designated third-party financial institution. Participating suppliers may, at their sole discretion, elect to finance our payment obligations prior to their scheduled due dates at a discounted price to the participating financial institution. Our obligations to our suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under this arrangement. The payment terms that we negotiate with our suppliers are consistent, regardless of whether a supplier participates in the program. Our current payment terms with a majority of our suppliers generally range from 30 to 60 days, which we deem to be commercially reasonable. Our outstanding payment obligations under our supplier finance program were $19.2, $22.8 and $12.5 at June 28, 2025, June 29, 2024 and September 30, 2024, respectively, and are recorded within accounts payable in the Condensed Consolidated Balance Sheets. The associated payments were $212.0 and $218.6 for the nine months ended June 28, 2025 and June 29, 2024, respectively, and are classified as operating activities in the Condensed Consolidated Statements of Cash Flows.
Cash and Cash Equivalents
Our cash and cash equivalents were held in cash depository accounts with major financial institutions around the world or invested in high-quality, short-term liquid investments having original maturities of three months or less. The cash and cash equivalents balances of $51.1, $279.9 and $71.6 as of June 28, 2025, June 29, 2024 and September 30, 2024, respectively, included $20.1, $30.4 and $15.9, respectively, held by controlled foreign corporations. As of June 28, 2025, we maintain our assertion of indefinite reinvestment of the earnings of all material foreign subsidiaries.
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| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| (Dollars in millions, except per share data) | ||||||||
Borrowing Agreements
Credit Facilities
Our primary sources of liquidity are cash generated by operations and borrowings under our credit facilities, which are guaranteed by substantially all of Scotts Miracle-Gro’s domestic subsidiaries. On April 8, 2022, we entered into 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 Agreement will terminate on April 8, 2027. The Sixth A&R Credit Facilities are available for the issuance of letters of credit of 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 our election, at a rate per annum equal to either (i) the Alternate Base Rate plus the Applicable Spread (all, 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, we entered into 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 our quarterly-tested leverage ratio exceeded 4.75.
On July 31, 2023, we entered into Amendment No. 2 to the Sixth A&R Credit Agreement. Amendment No. 2 (i) reduces the revolving loan commitments by $250.0; (ii) increases the maximum permitted leverage ratio for the quarterly leverage covenant during the Leverage Adjustment Period; (iii) replaces the interest coverage covenant with a fixed charge coverage covenant; (iv) increases the interest rate applicable to borrowings under the revolving credit facility and the term loan facility by 25 bps for each existing pricing tier and adds a pricing tier applicable to periods when the leverage ratio exceeds 6.00; (v) limits the amount of certain incremental investments, loans and advances to $25.0 during the Leverage Adjustment Period; and (vi) adds our intellectual property (subject to certain exceptions) as collateral to secure our obligations under the Sixth A&R Credit Agreement. Additionally, Amendment No. 2 limits our 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 our Common Shares in an aggregate amount not to exceed $225.0 per fiscal year and (ii) other dividends, distributions or restricted payments in an aggregate amount not to exceed $25.0. Amendment No. 2 also subjects our ability to make certain investments to pro forma compliance with certain leverage levels specified in Amendment No. 2. 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 (subject to certain exceptions) 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 June 28, 2025, we had letters of credit outstanding in the aggregate principal amount of $83.1, and had $1,166.9 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 7.7% and 9.0% for the nine months ended June 28, 2025 and June 29, 2024, respectively.
The Sixth A&R Credit Agreement contains, among other obligations, an affirmative covenant regarding our leverage ratio determined as of the end of each of our fiscal quarters calculated as average total indebtedness, divided by our Adjusted EBITDA. Pursuant to Amendment No. 2, the maximum permitted leverage ratio is (i) 5.00 for the third quarter of fiscal 2025, (ii) 4.75 for the fourth quarter of fiscal 2025 and (iii) 4.50 for the first quarter of fiscal 2026 and thereafter. Our leverage ratio was 4.15 at June 28, 2025. Pursuant to Amendment No. 2, the Sixth A&R Credit Agreement also contains an affirmative covenant regarding our fixed charge coverage ratio determined as of the end of each of our fiscal quarters, 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 1.00. Our fixed charge coverage ratio was 1.47 for the twelve months ended June 28, 2025.
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| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| (Dollars in millions, except per share data) | ||||||||
As of June 28, 2025, we were in compliance with all applicable covenants in the agreements governing our debt. Based on our projections of financial performance for the twelve-month period subsequent to the date of the filing of this Form 10-Q, we expect to remain in compliance with the financial covenants under the Sixth A&R Credit Agreement. However, our assessment of our ability to meet our 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 and cause the Senior Notes to become due and payable at that time. As of June 28, 2025, our indebtedness under the Sixth A&R Credit Agreement and Senior Notes was $2,187.5. We do 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 our contingency planning to address potential future circumstances that could result in noncompliance, we have contemplated alternative plans including additional restructuring activities to reduce operating expenses and certain cash management strategies that are within our control. Additionally, we have contemplated alternative plans that are subject to market conditions and not in our control, including, among others, discussions with our lenders to amend the terms of our 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 we 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 represent general unsecured senior obligations and rank equal in right of payment with our existing and future unsecured senior debt. The 5.250% Senior Notes have interest payment dates 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 represent general unsecured senior obligations and rank equal in right of payment with our existing and future unsecured senior debt. The 4.500% Senior Notes have interest payment dates 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 represent general unsecured senior obligations and rank equal in right of payment with our existing and future unsecured senior debt. The 4.000% Senior Notes have interest payment dates 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 represent general unsecured senior obligations and rank equal in right of payment with our existing and future unsecured senior debt. The 4.375% Senior Notes have interest payment dates 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.
The Senior Notes contain an affirmative covenant regarding our interest coverage ratio determined as of the end of each of our fiscal quarters, calculated as Adjusted EBITDA divided by interest expense excluding costs related to refinancings. The minimum required interest coverage ratio is 2.00. Our interest coverage ratio was 4.52 for the twelve months ended June 28, 2025.
Interest Rate Swap Agreements
We enter into interest rate swap agreements with major financial institutions that effectively convert a portion of our variable-rate debt to a fixed rate. Interest payments made between the effective date and expiration date are hedged by the swap agreements. Swap agreements that were hedging interest payments as of June 28, 2025, June 29, 2024 and September 30, 2024 had a maximum total U.S. dollar equivalent notional amount of $450.0, $500.0 and $450.0, respectively. The notional amount, effective date, expiration date and rate of each of the swap agreements outstanding at June 28, 2025 are shown in the table below:
39
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| (Dollars in millions, except per share data) | ||||||||
| Notional Amount ($) | Effective Date (a) | Expiration Date | Fixed Rate | |||||||||||||||||
| 150 | 6/7/2023 | 4/7/2027 | 3.37 | % | ||||||||||||||||
| 50 | 6/7/2023 | 4/7/2027 | 3.34 | % | ||||||||||||||||
| 100 | (b) | 11/20/2023 | 3/22/2027 | 4.74 | % | |||||||||||||||
| 150 | (b) | 9/20/2024 | 9/20/2029 | 4.25 | % | |||||||||||||||
(a)The effective date refers to the date on which interest payments are first hedged by the applicable swap agreement.
(b)Notional amount adjusts in accordance with a specified seasonal schedule. This represents the maximum notional amount at any point in time.
Availability and Use of Cash
We believe that our cash flows from operations and borrowings under our agreements described herein will be sufficient to meet debt service, capital expenditures and working capital needs for the foreseeable future. However, we cannot ensure that our business will generate sufficient cash flow from operations or that future borrowings will be available under our borrowing agreements in amounts sufficient to pay indebtedness or fund other liquidity needs. Actual results of operations will depend on numerous factors, many of which are beyond our control as further discussed in the 2024 Annual Report, under “ITEM 1A. RISK FACTORS — Risks Related to Our M&A, Lending and Financing Activities — Our indebtedness could limit our flexibility and adversely affect our financial condition.”
Financial Disclosures About Guarantors and Issuers of Guaranteed Securities
The 5.250% Senior Notes, 4.500% Senior Notes, 4.000% Senior Notes and 4.375% Senior Notes were issued by Scotts Miracle-Gro on December 15, 2016, October 22, 2019, March 17, 2021 and August 13, 2021, respectively. The Senior Notes are guaranteed by certain consolidated domestic subsidiaries of Scotts Miracle-Gro (collectively, the “Guarantors”) and, therefore, we report summarized financial information in accordance with SEC Regulation S-X, Rule 13-01, “Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.”
The guarantees are “full and unconditional,” as those terms are used in Regulation S-X, Rule 3-10(b)(3), except that a Guarantor’s guarantee will be released in certain circumstances set forth in the indentures governing the Senior Notes, such as: (i) upon any sale or other disposition of all or substantially all of the assets of the Guarantor (including by way of merger or consolidation) to any person other than Scotts Miracle-Gro or any “restricted subsidiary” under the applicable indenture; (ii) if the Guarantor merges with and into Scotts Miracle-Gro, with Scotts Miracle-Gro surviving such merger; (iii) if the Guarantor is designated an “unrestricted subsidiary” in accordance with the applicable indenture or otherwise ceases to be a “restricted subsidiary” (including by way of liquidation or dissolution) in a transaction permitted by such indenture; (iv) upon legal or covenant defeasance; (v) at the election of Scotts Miracle-Gro following the Guarantor’s release as a guarantor under the Sixth A&R Credit Agreement, except a release by or as a result of the repayment of the Sixth A&R Credit Agreement; or (vi) if the Guarantor ceases to be a “restricted subsidiary” and the Guarantor is not otherwise required to provide a guarantee of the Senior Notes pursuant to the applicable indenture.
Our foreign subsidiaries and certain of our domestic subsidiaries are not guarantors (collectively, the “Non-Guarantors”) of the Senior Notes. Payments on the Senior Notes are only required to be made by Scotts Miracle-Gro and the Guarantors. As a result, no payments are required to be made from the assets of the Non-Guarantors, unless those assets are transferred by dividend or otherwise to Scotts Miracle-Gro or a Guarantor. In the event of a bankruptcy, insolvency, liquidation or reorganization of any of the Non-Guarantors, holders of their indebtedness, including their trade creditors and other obligations, will be entitled to payment of their claims from the assets of the Non-Guarantors before any assets are made available for distribution to Scotts Miracle-Gro or the Guarantors. As a result, the Senior Notes are effectively subordinated to all the liabilities of the Non-Guarantors.
The guarantees may be subject to review under federal bankruptcy laws or relevant state fraudulent conveyance or fraudulent transfer laws. In certain circumstances, the court could void the guarantee, subordinate the amounts owing under the guarantee, or take other actions detrimental to the holders of the Senior Notes.
As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or a valid antecedent debt is satisfied. A court would likely find that a Guarantor did not receive reasonably equivalent value or fair consideration for its guarantee to the extent such Guarantor did not obtain a reasonably equivalent benefit from the issuance of the Senior Notes.
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| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| (Dollars in millions, except per share data) | ||||||||
The measure of insolvency varies depending upon the law of the jurisdiction that is being applied. Regardless of the measure being applied, a court could determine that a Guarantor was insolvent on the date the guarantee was issued, so that payments to the holders of the Senior Notes would constitute a preference, fraudulent transfer or conveyances on other grounds. If a guarantee is voided as a fraudulent conveyance or is found to be unenforceable for any other reason, the holders of the Senior Notes will not have a claim against the Guarantor.
Each guarantee contains a provision intended to limit the Guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent conveyance. However, there can be no assurance as to what standard a court will apply in making a determination of the maximum liability of each Guarantor. Moreover, this provision may not be effective to protect the guarantees from being voided under fraudulent conveyance laws. There is a possibility that the entire guarantee may be set aside, in which case the entire liability may be extinguished.
The following tables present summarized financial information on a combined basis for Scotts Miracle-Gro and the Guarantors. Transactions between Scotts Miracle-Gro and the Guarantors have been eliminated and the summarized financial information does not reflect investments of the Scotts Miracle-Gro and the Guarantors in the Non-Guarantor subsidiaries.
| June 28, 2025 | September 30, 2024 | ||||||||||||||||
| Current assets | $ | 1,080.5 | $ | 838.4 | |||||||||||||
Non-current assets (a) | 1,735.7 | 1,805.1 | |||||||||||||||
| Current liabilities | 704.7 | 667.3 | |||||||||||||||
| Non-current liabilities | 2,420.5 | 2,471.6 | |||||||||||||||
(a)Includes amounts due from Non-Guarantor subsidiaries of $68.2 and $49.5, respectively.
| Nine Months Ended | Year Ended | ||||||||||
| June 28, 2025 | September 30, 2024 | ||||||||||
| Net sales | $ | 2,787.3 | $ | 3,248.6 | |||||||
| Gross margin | 974.5 | 809.5 | |||||||||
Net income (loss) (a) | 299.0 | (16.1) | |||||||||
(a)Includes intercompany income from Non-Guarantor subsidiaries of $11.2 and $12.5, respectively.
Judicial and Administrative Proceedings
We are party to various pending judicial and administrative proceedings and claims arising in the ordinary course of business relating to, among other things, product and general liabilities, workers’ compensation, property losses and other liabilities for which we are self-insured or retain a high exposure limit. We have reviewed these pending judicial and administrative proceedings, including the probable outcomes, reasonably anticipated costs and expenses, and the availability and limits of our insurance coverage, and have established what we believe to be appropriate accruals. We believe that our assessment of contingencies is reasonable and related accruals are adequate, both individually and in the aggregate; however, there can be no assurance that final resolution of these matters will not have a material effect on our financial condition, results of operations or cash flows.
REGULATORY MATTERS
We are subject to local, state, federal and foreign environmental protection laws and regulations with respect to our business operations and believe we are operating in substantial compliance, or taking actions aimed at ensuring compliance, with such laws and regulations. We are involved in several legal actions with various governmental agencies related to environmental matters. While it is difficult to quantify the potential financial impact of actions involving these environmental matters, particularly remediation costs at waste disposal sites and future capital expenditures for environmental control equipment, in the opinion of management, the ultimate liability arising from such environmental matters, taking into account established accruals, is not expected to have a material effect on our financial condition, results of operations or cash flows. However, there can be no assurance that the resolution of these matters will not materially affect our future quarterly or annual results of operations, financial condition or cash flows. Additional information on environmental matters affecting us is provided in the 2024 Annual Report, under “ITEM 1. BUSINESS — Regulatory Considerations” and “ITEM 3. LEGAL PROCEEDINGS.”
41
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| (Dollars in millions, except per share data) | ||||||||
CRITICAL ACCOUNTING ESTIMATES
Our unaudited condensed consolidated financial statements have been prepared in accordance with GAAP. The preparation of financial statements and related disclosures in accordance with GAAP requires management to use judgment and make estimates that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. We evaluate our estimates on an ongoing basis. By their nature, these judgments are subject to uncertainty. We base our estimates on historical experience, current trends and other factors that we believe to be relevant under the circumstances at the time the estimate was made. Certain accounting estimates are particularly significant, including those related to revenue recognition and promotional allowances, income taxes and goodwill and indefinite-lived intangible assets.
We believe that our estimates, assumptions, and judgments are reasonable in that they were based on information available when the estimates, assumptions and judgments were made. However, because future events and their effects cannot be determined with certainty, actual results could differ materially from those implied by our assumptions and estimates.
The Audit Committee of the Board of Directors of Scotts Miracle-Gro reviews our critical accounting estimates on an ongoing basis, including those related to revenue recognition and promotional allowances, income taxes and goodwill and indefinite-lived intangible assets. Our critical accounting estimates have not changed materially from those disclosed in the 2024 Annual Report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Management believes that there are no material changes to our quantitative and qualitative disclosures about market risks during the three months ended June 28, 2025 compared to those disclosed in the 2024 Annual Report.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Scotts Miracle-Gro Company (the “Registrant”) maintains “disclosure controls and procedures,” as such term is defined under Securities Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed in the Registrant’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Registrant’s management, including its principal executive officer and its principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
With the participation of the principal executive officer and the principal financial officer of the Registrant, the Registrant’s management has evaluated the effectiveness of the Registrant’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934), as of the end of the fiscal quarter covered by this Form 10-Q. Based upon that evaluation, the Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures were effective as of June 28, 2025.
Changes in Internal Control Over Financial Reporting
No changes in the Registrant’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the Registrant’s fiscal quarter ended June 28, 2025 that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
42
PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the legal proceedings that have been previously disclosed in Part I, Item 3 of the 2024 Annual Report. There have been no material developments to the pending legal proceedings set forth therein.
We are involved in other lawsuits and claims which arise in the normal course of our business including the initiation and defense of proceedings to protect intellectual property rights, advertising claims, securities matters and employment disputes. In our opinion, these claims individually and in the aggregate are not expected to have a material adverse effect on our financial condition, results of operations or cash flows.
ITEM 1A. RISK FACTORS
The Company’s risk factors, as of June 28, 2025, have not materially changed from those described in Part I, Item 1A of the 2024 Annual Report.
Cautionary Note Regarding Forward-Looking Statements
This Form 10-Q, including the exhibits hereto and the information incorporated by reference herein, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, which are subject to risks and uncertainties. Information regarding activities, events and developments that we expect or anticipate will or may occur in the future, including, but not limited to, information relating to our future growth and profitability targets and strategies designed to increase total shareholder value, are forward-looking statements based on management’s estimates, assumptions and projections. Forward-looking statements also include, but are not limited to, statements regarding our future economic and financial condition and results of operations, the plans and objectives of management and our assumptions regarding our performance and such plans and objectives, as well as the amount and timing of dividends and repurchases of our Common Shares or other uses of cash flows. Forward-looking statements generally can be identified through the use of words such as “guidance,” “outlook,” “projected,” “believe,” “target,” “predict,” “estimate,” “forecast,” “strategy,” “may,” “goal,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “should” and other similar words and variations.
Forward-looking statements in this Form 10-Q are predictions only and actual results could differ materially from management’s expectations due to a variety of factors, including those described in “ITEM 1A. RISK FACTORS” in the 2024 Annual Report. All forward-looking statements attributable to us or persons working on our behalf are expressly qualified in their entirety by such risk factors and other cautionary statements that we make from time to time in our other SEC filings and public communications.
You should evaluate forward-looking statements in the context of these risks and uncertainties and are cautioned not to place undue reliance on such statements. These factors may not contain all of the factors that are important to you. We cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements that we make in this Form 10-Q are based on management’s current views and assumptions regarding future events and speak only as of their dates. We disclaim any obligation to update developments of these risk factors or to announce publicly any revisions to any of the forward-looking statements that we make, or to make corrections to reflect future events or developments, except as required by law.
43
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The payment of future dividends, if any, on the Common Shares will be determined by the Board of Directors in light of conditions then existing, including the Company’s earnings, financial condition and capital requirements, restrictions in financing agreements, business conditions and other factors. Amendment No. 2 to the Sixth A&R Credit Agreement limits the Company’s ability to declare or pay any discretionary dividends, distributions or other restricted payments 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 million per fiscal year and (ii) other dividends, distributions or restricted payments in an aggregate amount not to exceed $25.0 million.
The following table shows the purchases of Common Shares made by or on behalf of Scotts Miracle-Gro or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act) of Scotts Miracle-Gro for each of the three fiscal months in the quarter ended June 28, 2025:
| Period | Total Number of Common Shares Purchased (1) | Average Price Paid per Common Share (2) | Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs (3) | Approximate Dollar Value of Common Shares That May Yet be Purchased Under the Plans or Programs (3) | |||||||||||||||||||
| March 30, 2025 through April 26, 2025 | — | $ | — | — | N/A | ||||||||||||||||||
| April 27, 2025 through May 24, 2025 | 1,533 | $ | 55.09 | — | N/A | ||||||||||||||||||
| May 25, 2025 through June 28, 2025 | 2,916 | $ | 62.80 | — | N/A | ||||||||||||||||||
| Total | 4,449 | $ | 60.14 | — | |||||||||||||||||||
(1)All of the Common Shares purchased during the third quarter of fiscal 2025 were purchased in open market transactions. The Common Shares purchased during the quarter consisted of 4,449 Common Shares purchased by the trustee of the rabbi trust established by the Company as permitted pursuant to the terms of The Scotts Company LLC Executive Retirement Plan.
(2)The average price paid per Common Share is calculated on a settlement basis and includes commissions.
(3)The Company does not have an active repurchase program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
See Index to Exhibits at page 45 for a list of the exhibits included herewith.
44
THE SCOTTS MIRACLE-GRO COMPANY
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 28, 2025
INDEX TO EXHIBITS
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
Exhibit No. | Description | Form | Exhibit | Filing Date | Filed Herewith | |||||||||||||||||||||||||||
| 21 | X | |||||||||||||||||||||||||||||||
| 22 | X | |||||||||||||||||||||||||||||||
| 31.1 | X | |||||||||||||||||||||||||||||||
| 31.2 | X | |||||||||||||||||||||||||||||||
| 32 | X | |||||||||||||||||||||||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema | X | ||||||||||||||||||||||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | X | ||||||||||||||||||||||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | X | ||||||||||||||||||||||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | X | ||||||||||||||||||||||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | X | ||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | ||||||||||||||||||||||||||||||
45
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||||
| Date: August 6, 2025 | /s/ MARK J. SCHEIWER | |||||||
| Printed Name: Mark J. Scheiwer | ||||||||
Title: Executive Vice President, Chief Financial Officer & Chief Accounting Officer | ||||||||
46
Exhibit 21
DIRECT AND INDIRECT SUBSIDIARIES OF
THE SCOTTS MIRACLE-GRO COMPANY
Directly owned subsidiaries, as of June 28, 2025, are located at the left margin, each subsidiary tier thereunder is indented. Subsidiaries are listed under the names of their respective parent entities. Unless otherwise noted, the subsidiaries are wholly-owned.
NAME | JURISDICTION OF FORMATION | |||||||
| GenSource, Inc. | Ohio | |||||||
| OMS Investments, Inc. | Delaware | |||||||
Scotts Temecula Operations, LLC | Delaware | |||||||
| Sanford Scientific, Inc. | New York | |||||||
| Scotts Global Services, Inc. | Ohio | |||||||
| Scotts Live Goods Holdings, Inc. | Ohio | |||||||
Bonnie Plants, LLC1 | Delaware | |||||||
| Scotts Manufacturing Company | Delaware | |||||||
Miracle-Gro Lawn Products, Inc. | New York | |||||||
| Scotts Oregon Research Station LLC | Ohio | |||||||
| Scotts Products Co. | Ohio | |||||||
Scotts Servicios, S.A. de C.V.2 | Mexico | |||||||
Miracle-Gro Tecnología & Servicios, S de R.L. de C.V.2 | Mexico | |||||||
| Scotts Professional Products Co. | Ohio | |||||||
Scotts Servicios, S.A. de C.V.22 | Mexico | |||||||
Miracle-Gro Tecnología & Servicios, S de R.L. de C.V.2 | Mexico | |||||||
| SMG Growing Media LLC | Ohio | |||||||
| AeroGrow International, Inc. | Nevada | |||||||
Hyponex Corporation | Delaware | |||||||
Rod McLellan Company | California | |||||||
The Hawthorne Gardening Company LLC | Delaware | |||||||
Hawthorne Hydroponics LLC | Delaware | |||||||
Hawthorne Gardening B.V. | Netherlands | |||||||
Gavita International B.V. | Netherlands | |||||||
| Agrolux Canada Limited | Canada | |||||||
Hawthorne Canada Limited | Canada | |||||||
HGCI LLC | Nevada | |||||||
| ________________________ | ||
1 Scotts Live Goods Holdings, Inc.’s ownership is 50.0%. 2 Scotts Professional Products Co. owns 50% and Scotts Products Co. owns 50.0%. | ||
| SMGM LLC | Ohio | |||||||
Scotts-Sierra Investments LLC | Delaware | |||||||
Scotts Sierra (China) Co., Ltd. | China | |||||||
Scotts Canada Ltd. | Canada | |||||||
Laketon Peat Moss Inc.3 | Canada | |||||||
Scotts de Mexico SA de CV4 | Mexico | |||||||
SMG Germany GmbH | Germany | |||||||
SMG Gardening (UK) Limited | United Kingdom | |||||||
| Swiss Farms Products, Inc. | Delaware | |||||||
| The Scotts Company LLC | Ohio | |||||||
The Scotts Miracle-Gro Foundation5 | Ohio | |||||||
| ________________________ | ||
3 Scotts Canada Ltd.'s ownership is 50.0%. 4 The Scotts Company LLC owns 0.5% and Scotts-Sierra Investments LLC owns the remaining 99.5%. 5 The Scotts Miracle-Gro Foundation is a 501(c)(3) corporation. | ||
Exhibit 22
LIST OF GUARANTOR SUBSIDIARIES
The following subsidiaries of The Scotts Miracle-Gro Company (the "Company") were, as of June 28, 2025, guarantors of the Company's 5.250% Senior Notes due 2026, 4.500% Senior Notes due 2029, 4.000% Senior Notes due 2031 and 4.375% Senior Notes due 2032:
| NAME OF GUARANTOR SUBSIDIARY | JURISDICTION OF FORMATION | |||||||
| AeroGrow International, Inc. | Nevada | |||||||
| GenSource, Inc. | Ohio | |||||||
| Hawthorne Hydroponics LLC | Delaware | |||||||
| HGCI LLC | Nevada | |||||||
| Hyponex Corporation | Delaware | |||||||
| Miracle-Gro Lawn Products, Inc. | New York | |||||||
| OMS Investments, Inc. | Delaware | |||||||
| Rod McLellan Company | California | |||||||
| Sanford Scientific, Inc. | New York | |||||||
| Scotts Live Goods Holdings, Inc. | Ohio | |||||||
| Scotts Manufacturing Company | Delaware | |||||||
| Scotts Products Co. | Ohio | |||||||
| Scotts Professional Products Co. | Ohio | |||||||
| Scotts-Sierra Investments LLC | Delaware | |||||||
| Scotts Temecula Operations, LLC | Delaware | |||||||
| SMG Growing Media LLC | Ohio | |||||||
| SMGM LLC | Ohio | |||||||
| Swiss Farms Products, Inc. | Delaware | |||||||
| The Hawthorne Gardening Company LLC | Delaware | |||||||
| The Scotts Company LLC | Ohio | |||||||
Exhibit 31.1
Rule 13a-14(a)/15d-14(a) Certifications
(Principal Executive Officer)
CERTIFICATIONS
I, James Hagedorn, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of The Scotts Miracle-Gro Company for the fiscal quarter ended June 28, 2025;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: August 6, 2025 | By: | /s/ JAMES HAGEDORN | ||||||||||||
| Printed Name: James Hagedorn | ||||||||||||||
| Title: Chairman of the Board & Chief Executive Officer | ||||||||||||||
Exhibit 31.2
Rule 13a-14(a)/15d-14(a) Certifications
(Principal Financial Officer)
CERTIFICATIONS
I, Mark J. Scheiwer, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of The Scotts Miracle-Gro Company for the fiscal quarter ended June 28, 2025;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: August 6, 2025 | By: | /s/ MARK J. SCHEIWER | ||||||||||||
| Printed Name: Mark J. Scheiwer | ||||||||||||||
| Title: Executive Vice President, Chief Financial Officer & Chief Accounting Officer | ||||||||||||||
Exhibit 32
SECTION 1350 CERTIFICATIONS*
In connection with the Quarterly Report on Form 10-Q of The Scotts Miracle-Gro Company (the “Company”) for the fiscal quarter ended June 28, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned James Hagedorn, Chairman of the Board & Chief Executive Officer of the Company, and Mark J. Scheiwer, Executive Vice President, Chief Financial Officer & Chief Accounting Officer of the Company, certify, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their knowledge:
1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
2) The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company and its subsidiaries.
| /s/ JAMES HAGEDORN | /s/ MARK J. SCHEIWER | |||||||||||||
| Printed Name: James Hagedorn | Printed Name: Mark J. Scheiwer | |||||||||||||
| Title: Chairman of the Board & Chief Executive Officer | Title: Executive Vice President, Chief Financial Officer & Chief Accounting Officer | |||||||||||||
| August 6, 2025 | August 6, 2025 | |||||||||||||
| * | THESE CERTIFICATIONS ARE BEING FURNISHED AS REQUIRED BY RULE 13a-14(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (THE “EXCHANGE ACT”) AND SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE, AND SHALL NOT BE DEEMED “FILED” FOR PURPOSES OF SECTION 18 OF THE EXCHANGE ACT OR OTHERWISE SUBJECT TO THE LIABILITY OF THAT SECTION. THESE CERTIFICATIONS SHALL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE INTO ANY FILING UNDER THE SECURITIES ACT OF 1933 OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THESE CERTIFICATIONS BY REFERENCE. | ||||