The Scotts Company reports third quarter results

Marysville, Ohio
July 31, 2003

- Company continues to expect double-digit adjusted net income growth for 2003
- Adjusted Earnings Per Share of $2.85; Reported Earnings Per Share of $2.81
- North American consumer sales up 5% on year-to-date basis
- International Consumer, Global Professional see strong earnings improvement

The Scotts Company, the global leader in the consumer lawn and garden industry, today announced adjusted earnings per share of $2.85 in the third quarter, in line with its previous estimates. On a reported basis, earnings per share for the quarter were $2.81. The Company also reaffirmed its outlook for double-digit adjusted net income growth for fiscal 2003.

"Our third quarter and year-to-date results demonstrate the continued strength of our business," said Jim Hagedorn, chairman and chief executive officer. "While this gardening season was clearly impacted by cool, wet weather, we remained focused and overcame serious challenges in our busiest time of the year. Our confidence in producing earnings growth of at least 10 percent for 2003 speaks to the fundamental strength of this business, especially in a year in which we also are making significant long-term investments in the business and expensing stock options for the first time."

Third Quarter Results

For the period ended June 28, 2003, the Company reported sales of $710 million, up 3 percent from $689 million last year. Excluding the impact of foreign exchange rates, sales were flat to the prior year. Adjusted earnings in the quarter were $92.3 million, or $2.85 per diluted share, compared with $95.6 million, or $3.01 per diluted share, for the same period last year. Current period adjusted earnings exclude restructuring and other non-recurring charges of $1.1 million, net of tax. Including these restructuring and non-recurring items, net income in the quarter was $91.2 million, or $2.81 per diluted share.

Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) were $175.8 million, compared with $185.4 million for the same period last year.

Sales in the quarter were impacted by weaker than expected results in April caused by cool, wet weather in many key markets in North America. Those weather conditions also impacted consumer purchases, which were down in April, but finished up 4 percent in the quarter compared to last year. On a year-to- date basis, consumer purchases of Scotts' products at the Company's largest retailers are up 7 percent compared to last year.

The impact of April conditions caused the Company's North American consumer business to report sales in the quarter down 1 percent to $524 million. Within that business, Lawns was up 1 percent to $184 million, Gardening Products was down 4 percent to $226 million and Ortho declined 4 percent to $97 million.

Scotts LawnService® reported sales of $41 million in the quarter, up 41 percent from last year, reflecting the continued organic growth of the business as well as the integration of several acquisitions, partially offset by the negative impact of the unfavorable early spring weather.

International Consumer sales increased 11 percent to $90 million compared to $81 million for the same period last year. Excluding the impact of foreign exchange rates and non-recurring sales last year, sales increased 2 percent in the quarter. Global Professional sales were $55 million in the quarter, up nearly 10 percent. Excluding the impact of foreign exchange rates, Global Professional sales were flat to last year's levels.

Gross margin rose to 39.5 percent in the quarter from 39.3 percent for the same period last year driven by the growth of Scotts LawnService, which has a higher gross margin than the Company's other business segments, and improved product mix in North America, particularly in the Gardening Products and Ortho lines.

Operating expenses increased in the quarter to $136.3 million from $112.7 million in the same period last year. The increase was due to planned investment in areas such as advertising, new business development, a doubling of the number of in-store counselors, and Scotts LawnService, as well as an increase in costs associated with the expensing of stock options, rising healthcare and pension costs and foreign exchange rates.

Net Roundup commission was $16.5 million, flat with last year. Improved earnings in the business offset a $1.3 million increase in the contribution expense paid during the quarter to Monsanto.

"Solid growth in May and June helped us address challenges caused by unfavorable weather in April," Hagedorn said. "It's evident that the consumer remains enthusiastic about the lawn and garden category - even with the challenges presented by this season. We still expect the overall category to grow this year and we believe we are growing market shares this year in both the U.S. and Europe."

Nine Month Results

For the first nine months, Scotts reported global sales of $1.57 billion, up 8 percent from $1.45 billion the same period last year. Excluding the impact of foreign exchange rates, year-to-date sales were up 5 percent from last year. Adjusted earnings were $114.0 million, or $3.55 per diluted share, compared with $115.1 million, or $3.64 per diluted share, for the same period last year. Adjusted earnings for the first nine months of fiscal 2003 exclude restructuring and other charges of $7.1 million, net of tax. Those charges include $4.2 million related primarily to restructuring of the North American distribution model and $2.9 million related to the Company's international growth and integration efforts. Including restructuring and non-recurring items, year-to-date net income was $106.9 million, or $3.33 per share, compared with $95.2 million, or $3.01 per diluted share, for the same period last year. Results for 2002 include an after-tax impairment charge of $18.5 million.

Adjusted EBITDA was $270.2 million, compared with $278.2 million for the same period last year. Including restructuring and non-recurring items, EBITDA was $259 million on a year-to-date basis.

North American consumer sales were $1.1 billion during the first nine months of 2002, up nearly 5 percent from last year. Scotts LawnService had revenue growth of 50 percent in the first nine months to $67 million.

International Consumer sales were $242 million compared with $209 million last year. Excluding the impact of foreign exchange rates and non-recurring sales last year, sales increased 2 percent. Global Professional year-to-date sales were $156 million compared with $142 million last year and flat when excluding the impact of foreign exchange rates.

"Both International Consumer and Global Professional are making significant bottom line improvements this year," Hagedorn said. "We continue to believe both of these businesses will benefit from our International growth and integration efforts and will continue to be increasingly important contributors to both earnings and improvement in return on invested capital."

Gross margin through the first nine months was 36.8 percent compared with 37.4 percent for the same period last year. Unfavorable North American warehousing and logistics costs, due in part to higher than planned inventory levels earlier in the quarter arising from the sales shortfall in April, as well as planned upgrades in warehousing facilities, contributed to the margin decline. Increased restructuring charges included in cost of goods sold in fiscal 2003 also added to the decline in gross margin percent. Operating expenses were $368.0 million, up from $311.2 million in 2002. The increase, which was significantly less than expected, was driven by the same investments and costs described for the third quarter.

On a year-to-date basis, Net Roundup commission was $13.5 million, up slightly from $13.3 million a year earlier. Increased global sales and improved earnings helped offset a $3.8 million increase in the contribution payment to Monsanto.

About Scotts

The Scotts Company is the world's leading supplier of consumer products for lawn and garden care, with a full range of products for professional horticulture as well. The company owns the industry's most recognized brands. In the U.S., the company's Scotts®, Miracle-Gro® and Ortho® brands are market leading in their categories, as is the consumer Roundup® brand which is marketed in North America and most of Europe exclusively by Scotts and owned by Monsanto. In the Europe, Scotts' brands include Weedol® Pathclear®, Evergreen®, Levington® Miracle-Gro®, KB®, Fertiligene® and Substral®.

                            THE SCOTTS COMPANY
               Results of Operations for the Three and Nine Months
                      Ended June 28, 2003 and June 29, 2002
                       (in millions, except per share data)
                                   (Unaudited)
                    Note: See Accompanying Footnotes on Page 9

                                            Three Months      Nine Months
                                               Ended             Ended
                                         June 28, June 29, June 28,  June 29,
                            Footnotes       2003     2002      2003      2002

    Net sales                              $710.0  $689.0  $1,567.0  $1,449.0
    Cost of sales                           428.6   418.0     985.3     905.9
    Cost of sales - restructuring and
     other                                    0.6     0.4       5.7       1.5
    Gross profit                            280.8   270.6     576.0     541.6
    % of sales                              39.5%   39.3%     36.8%     37.4%

    Gross commission from marketing
     agreement                               23.6    22.4      34.8      30.8
    Contribution expenses under marketing
     agreement                                6.3     5.0      18.8      15.0
    Amortization of marketing fee             0.8     0.8       2.5       2.5
    Net commission from marketing
     agreement                               16.5    16.6      13.5      13.3

    Operating expenses:
      Advertising                            38.1    30.6      81.7      68.6
      S,G&A - excluding lawn service
       business and stock-based
       compensation                          85.0    77.4     243.8     222.2
      Stock-based compensation                1.6     -         3.1       -
      S,G&A - lawn service business          11.8     9.0      34.9      23.7
      S,G&A - restructuring and other         1.2     0.6       5.5       1.8
      Amortization of intangibles             2.2     0.2       6.3       3.8
      Other (income) expense                 (3.6)   (5.1)     (7.3)     (8.9)
    Total operating expenses                136.3   112.7     368.0     311.2

    Income from operations                  161.0   174.5     221.5     243.7
    % of sales                              22.7%   25.3%     14.1%     16.8%

    Interest expense                         18.2    18.7      53.4      58.8

    Income before taxes                     142.8   155.8     168.1     184.9

    Income tax expense                       51.6    60.0      61.2      71.2

    Net income before cumulative effect
     of accounting change                    91.2    95.8     106.9     113.7

    Cumulative effect of change in
     accounting for intangible assets
     (non-cash), net of tax                     -       -         -     (18.5)

    Net income                               91.2    95.8     106.9      95.2

    Basic earnings per share       (A)       2.93    3.25      3.48      3.27
    Diluted earnings per share     (B)       2.81    3.02      3.33      3.01

    Common shares used in basic earnings
          per share calculation              31.1    29.5      30.7      29.1

    Common shares and potential common
          shares used in diluted earnings
          per share calculation              32.4    31.8      32.1      31.6

    EBITDA                         (C)     $174.0  $185.5    $259.0    $276.0

    Results of operations excluding
     restructuring and other
     charges, one-time additions to
     income and cumulative effect of accounting
     change:

    Adjusted net income                      92.3    95.6     114.0     115.1

    Adjusted diluted earnings per
     share                         (B)       2.85    3.01      3.55      3.64

    Adjusted EBITDA                (C)     $175.8  $185.4    $270.2    $278.2


                              THE SCOTTS COMPANY
               Net Sales by Business Unit - Three and Nine Months
                     Ended June 28, 2003 and June 29, 2002
                                 (in millions)
                                  (unaudited)

                                              Three Months Ended   % Change
                                             June 28,    June 29,
                                               2003        2002      Actual

    Lawns                                     $183.5      $181.8       0.9%
    Gardening Products                         225.7       234.8      -3.9%
    Ortho                                       96.6       100.7      -4.1%
    Canada                                      16.4        11.2      46.4% 0
    Pottery and other                            1.8         0.1
    North America Consumer                     524.0       528.6      -0.9%

    Lawn Service                                40.5        28.7      41.1%

    International Consumer                      90.2        81.2      11.1%

    Global Professional                         55.3        50.5       9.5%

    Consolidated                              $710.0      $689.0       3.0%


                                              Nine Months Ended     % Change
                                            June 28,     June 29,
                                              2003         2002       Actual

    Lawns                                     $476.2       $432.5     10.1%
    Gardening Products                         409.9        413.0     -0.8%
    Ortho                                      182.6        184.1     -0.8%
    Canada                                      31.7         23.7     33.8%
    Pottery and other                            1.5          0.1
    North America Consumer                   1,101.9      1,053.4      4.6%

    Lawn Service                                67.3         44.8     50.2%

    International  Consumer                    241.6        208.6     15.8%

    Global Professional                        156.2        142.2      9.8%

    Consolidated                            $1,567.0     $1,449.0      8.1%


                               THE SCOTTS COMPANY
                           Consolidated Balance Sheets
               June 28, 2003, June 29, 2002 and September 30, 2002
                                   (Unaudited)
                   (in millions, except shares & share prices)

                                             June 28,    June 29,    Sept 30,
                                              2003        2002        2002

    ASSETS
      Current assets
       Cash and cash equivalents                56.6        76.4        99.7
       Accounts receivable, net                521.5       435.1       249.9
       Inventories, net                        323.3       301.9       269.1
       Current deferred tax asset               77.7        52.1        74.6
       Prepaid and other current assets         44.0        45.2        36.8

        Total current assets                 1,023.1       910.7       730.1

      Property, plant and equipment, net       341.4       317.1       329.2
      Goodwill and other intangible
       assets, net                             819.2       765.3       791.7
      Other assets                              45.4        77.0        50.4

        Total assets                        $2,229.1    $2,070.1    $1,901.4

    LIABILITIES AND SHAREHOLDERS' EQUITY
      Current liabilities
       Current portion of debt                  60.7        68.8        98.2
       Accounts payable                        255.3       197.4       134.0
       Other current liabilities               309.9       323.3       219.6

        Total current liabilities              625.9       589.5       451.8

      Long-term debt                           754.9       767.2       731.2
      Other liabilities                        131.0        91.6       124.5

        Total liabilities                    1,511.8     1,448.3     1,307.5

      Shareholders' equity                     717.3       621.8       593.9

        Total liabilities and equity        $2,229.1    $2,070.1    $1,901.4

    Key Statistics:
      Debt to book capitalization              53.2%       57.3%       58.3%

      Market capitalization:
       Common shares outstanding and
       dilutive common share equivalents        32.1        31.6        31.7

       Share price on balance sheet date       49.35       45.40       41.69
                                            $1,584.1    $1,434.6    $1,319.9


                               THE SCOTTS COMPANY
       Reconciliation of Non-GAAP Disclosure Items for the Three and Nine
                  Months Ended June 28, 2003 and June 29, 2002
                      (in millions, except per share data)

                                         Three Months Ended Nine Months Ended
                                          June 28, June 29, June 28, June 29,
                                            2003     2002     2003     2002

    Net income (loss)                       $91.2    $95.8   $106.9    $95.2
       Restructuring and other charges,
        net of tax                            1.1      1.4      7.1      3.0
       Peat bog income                          -     (3.5)       -     (3.5)
       Environmental charge                     -      1.9        -      1.9
       Impairment write-off, net of tax         -        -        -     18.5

    Adjusted net income                     $92.3    $95.6   $114.0   $115.1

    Income from operations                 $161.0   $174.5   $221.5   $243.7
       Depreciation per cash flow            10.0     10.0     28.7     26.0
       Amortization, including marketing
        fee                                   3.0      1.0      8.8      6.3

    EBITDA                                  174.0    185.5    259.0    276.0

       Restructuring and other charges,
        gross                                 1.8      1.0     11.2      3.3
       Peat bog income                        -       (5.6)     -       (5.6)
       Environmental charge                   -        3.0      -        3.0
       Other                                  -        1.5      -        1.5

    Adjusted EBITDA                        $175.8   $185.4   $270.2   $278.2

    Diluted earnings per share              $2.81    $3.02    $3.33    $3.01
       Restructuring and other charges,
        net of tax                           0.04     0.04     0.22     0.09
       Peat bog income                        -      (0.11)     -      (0.11)
       Environmental charge                   -       0.06      -       0.06
       Impairment write-off, net of tax       -        -        -       0.59

    Adjusted diluted earnings per share     $2.85    $3.01    $3.55    $3.64


                              THE SCOTTS COMPANY
                 Footnotes to Preceding Financial Statements
                     (in millions, except per share data)

     Results of Operations

     (A) Basic earnings per common share is calculated by dividing income
         applicable to common shareholders by average common shares
         outstanding during the period.

     (B) Diluted earnings per common share is calculated by dividing net
         income by the average common shares and dilutive potential common
         shares (common stock warrants and options) outstanding during the
         period.

     (C) "EBITDA" is defined as income from operations, plus depreciation and
         amortization.  EBITDA is not intended to represent cash flow from
         operations as defined by generally accepted accounting principles and
         should not be used as an alternative to net income as an indicator of
         operating performance or to cash flow as a measure of liquidity.
News release
6293

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