Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2018 | Nov. 23, 2018 | Mar. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Sep. 30, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SMG | ||
Entity Registrant Name | SCOTTS MIRACLE-GRO CO | ||
Entity Central Index Key | 825,542 | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 55,325,650 | ||
Entity Public Float | $ 3,397,758,257 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | |||||||||||
Net sales | $ 433.9 | $ 994.6 | $ 1,013.3 | $ 221.5 | $ 376.7 | $ 973.4 | $ 1,084.6 | $ 207.4 | $ 2,663.4 | $ 2,642.1 | $ 2,506.2 |
Cost of sales | 1,778.3 | 1,669.5 | 1,600 | ||||||||
Cost of sales—impairment, restructuring and other | 20.5 | 0 | 5.9 | ||||||||
Gross profit | 73.7 | 347.6 | 409.2 | 34 | 88.1 | 383.4 | 464.3 | 36.8 | 864.6 | 972.6 | 900.3 |
Operating expenses: | |||||||||||
Selling, general and administrative | 540.1 | 550.9 | 518 | ||||||||
Impairment, restructuring and other | 132.3 | 4.9 | (51.5) | ||||||||
Other income, net | (6.7) | (16.6) | (13.8) | ||||||||
Income (loss) from operations | 198.9 | 433.4 | 447.6 | ||||||||
Equity in (income) loss of unconsolidated affiliates | (4.9) | 29 | (7.8) | ||||||||
Costs related to refinancing | 0 | 0 | 8.8 | ||||||||
Interest expense | 86.4 | 76.1 | 62.9 | ||||||||
Other non-operating expense, net | 1.7 | 13.4 | 0 | ||||||||
Income from continuing operations before income taxes | 115.7 | 314.9 | 383.7 | ||||||||
Income tax expense (benefit) from continuing operations | (11.9) | 116.6 | 137.6 | ||||||||
Income (loss) from continuing operations | (130.6) | 125.5 | 152.7 | (20) | (42.3) | 144.6 | 154.1 | (58.1) | 127.6 | 198.3 | 246.1 |
Income (loss) from discontinued operations, net of tax | (16.3) | (42.7) | (3.7) | (1.2) | 8.9 | 7.3 | 11.1 | (6.8) | (63.9) | 20.5 | 68.7 |
Net income (loss) | (146.9) | 82.8 | 149 | (21.2) | (33.4) | 151.9 | 165.2 | (64.9) | 63.7 | 218.8 | 314.8 |
Net (income) loss attributable to noncontrolling interest | 0 | (0.5) | 0.5 | ||||||||
Net income (loss) attributable to controlling interest | $ (147) | $ 82.9 | $ 148.9 | $ (21.2) | $ (33.4) | $ 151.9 | $ 165.1 | $ (65.3) | $ 63.7 | $ 218.3 | $ 315.3 |
Basic income (loss) per common share: | |||||||||||
Income from continuing operations (USD per share) | $ (2.36) | $ 2.27 | $ 2.70 | $ (0.35) | $ (0.72) | $ 2.44 | $ 2.58 | $ (0.97) | $ 2.27 | $ 3.33 | $ 4.04 |
Income (loss) from discontinued operations (USD per share) | (0.29) | (0.77) | (0.06) | (0.02) | 0.15 | 0.13 | 0.18 | (0.12) | (1.14) | 0.35 | 1.12 |
Basic net income (loss) per common share (USD per share) | (2.65) | 1.50 | 2.64 | (0.37) | (0.57) | 2.57 | 2.76 | (1.09) | 1.13 | 3.68 | 5.16 |
Diluted income (loss) per common share: | |||||||||||
Income from continuing operations (USD per share) | (2.36) | 2.23 | 2.66 | (0.35) | (0.72) | 2.41 | 2.55 | (0.97) | 2.23 | 3.29 | 3.98 |
Income (loss) from discontinued operations (USD per share) | (0.29) | (0.76) | (0.07) | (0.02) | 0.15 | 0.12 | 0.18 | (0.12) | (1.11) | 0.34 | 1.11 |
Diluted net income (loss) per common share (USD per share) | $ (2.65) | $ 1.47 | $ 2.59 | $ (0.37) | $ (0.57) | $ 2.53 | $ 2.73 | $ (1.09) | $ 1.12 | $ 3.63 | $ 5.09 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 63.7 | $ 218.8 | $ 314.8 |
Other comprehensive income (loss): | |||
Net foreign currency translation adjustment, including reclassifications to net income of $11.7, $18.5 and $0.0 for fiscal 2018, fiscal 2017 and fiscal 2016, respectively | 9 | 28.2 | (6.2) |
Net unrealized gain (loss) on derivative instruments, net of tax of $3.3, $3.1 and $0.9 for fiscal 2018, fiscal 2017 and fiscal 2016, respectively | 9.3 | 4.9 | (1.5) |
Reclassification of net unrealized (gains) losses on derivative instruments to net income, net of tax of $(1.1), $1.1 and $3.6 for fiscal 2018, fiscal 2017 and fiscal 2016, respectively | (3.1) | 1.8 | 5.8 |
Net unrealized gain (loss) in pension and other post-retirement benefits, net of tax of $2.4, $6.0 and $6.2 for fiscal 2018, fiscal 2017 and fiscal 2016, respectively | 6.7 | 9.6 | (10) |
Reclassification of net pension and other post-retirement benefit losses to net income, net of tax of $0.4, $2.3 and $1.1 for fiscal 2018, fiscal 2017 and fiscal 2016, respectively | 1.3 | 3.6 | 1.8 |
Total other comprehensive income (loss) | 23.2 | 48.1 | (10.1) |
Comprehensive income | 86.9 | 266.9 | 304.7 |
Comprehensive (income) loss attributable to noncontrolling interest | 0 | (0.9) | 0.5 |
Comprehensive income attributable to controlling interest | $ 86.9 | $ 266 | $ 305.2 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Foreign currency translation adjustment reclassifications to net income | $ 11.7 | $ 18.5 | $ 0 |
Net unrealized losses on derivative instruments, tax | 3.3 | 3.1 | (0.9) |
Reclassification of net unrealized losses on derivatives, tax | (1.1) | 1.1 | 3.6 |
Net unrealized gains (losses) in pension and other post retirment benefits, tax | 2.4 | 6 | (6.2) |
Reclassification net pension and postretirement benefit income (loss), tax | $ 0.4 | $ 2.3 | $ 1.1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
OPERATING ACTIVITIES | |||
Net income | $ 63.7 | $ 218.8 | $ 314.8 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Impairment, restructuring and other | 121.5 | 1.2 | 0.2 |
Costs related to refinancing | 0 | 0 | 2.2 |
Share-based compensation expense | 40.4 | 25.2 | 15.6 |
Depreciation | 53.4 | 55.1 | 53.8 |
Amortization | 30 | 25 | 19.7 |
Deferred taxes | (87.6) | (17.4) | 83.6 |
Gain on long-lived assets | (0.6) | (3.3) | (0.8) |
(Gain) loss on sale / contribution of business | 0.7 | (31.7) | (131.2) |
Equity in (income) loss and distributions from unconsolidated affiliates | (4.9) | 32.6 | (0.3) |
Recognition of accumulated foreign currency translation loss | 11.7 | 0 | 0 |
Changes in assets and liabilities, net of acquired businesses: | |||
Accounts receivable | (2.7) | 48.6 | (29.8) |
Inventories | 14.3 | 3.6 | (29.4) |
Prepaid and other assets | 18 | (12.2) | (9.3) |
Accounts payable | (3.9) | 9 | (45.3) |
Other current liabilities | 4.5 | 26.9 | 22.9 |
Restructuring and other | 100.1 | (8.7) | (7.3) |
Other non-current items | (13.6) | (10.4) | (11.8) |
Other, net | (2.5) | 0.9 | (3.6) |
Net cash provided by operating activities | 342.5 | 363.2 | 244 |
INVESTING ACTIVITIES | |||
Proceeds from sale of long-lived assets | 5.1 | 5.7 | 2.4 |
Post-closing working capital payment related to sale of International Business | (35.3) | 0 | 0 |
Proceeds from sale of business, net of cash disposed of | 0 | 180.3 | 0 |
Investments in property, plant and equipment | (68.2) | (69.6) | (58.3) |
Investments in loans receivable | (17.1) | (29.7) | (90) |
Proceeds from loans receivable | 14.3 | 0 | 0 |
Cash contributed to TruGreen Joint Venture | 0 | 0 | (24.2) |
Net distributions from unconsolidated affiliates | (0.1) | 57.4 | 194.1 |
Investments in acquired businesses, net of cash acquired | (492.9) | (121.7) | (158.4) |
Other investing, net | 13.5 | 0 | 0 |
Net cash (used in) provided by investing activities | (580.7) | 22.4 | (134.4) |
FINANCING ACTIVITIES | |||
Borrowings under revolving and bank lines of credit and term loans | 2,987 | 1,449.3 | 2,069.1 |
Repayments under revolving and bank lines of credit and term loans | (2,312.9) | (1,618.3) | (2,150.4) |
Proceeds from issuance of Senior Notes | 250 | 400 | |
Repayment of 6.625% Senior Notes | 0 | 0 | (200) |
Financing and issuance fees | (6.1) | (4.4) | (11.2) |
Dividends paid | (120) | (120.3) | (116.6) |
Distribution paid by AeroGrow to noncontrolling interest | 0 | (8.1) | 0 |
Purchase of Common Shares | (327.7) | (255.2) | (137.4) |
Payments on sellers notes | (8.9) | (28.7) | (2.8) |
Excess tax benefits from share-based payment arrangements | 0 | 7.9 | 5.8 |
Cash received from exercise of stock options | 10.5 | 11 | 14.7 |
Acquisition of noncontrolling interests | (70.7) | 0 | 0 |
Net cash (used in) provided by financing activities | 151.2 | (316.8) | (128.8) |
Effect of exchange rate changes on cash | 0.4 | 1.6 | (2.1) |
Net increase (decrease) in cash and cash equivalents | (86.6) | 70.4 | (21.3) |
Cash and cash equivalents at beginning of year excluding cash classified within assets held for sale | 120.5 | 28.6 | 50.8 |
Cash and cash equivalents at beginning of year classified within assets held for sale | 0 | 21.5 | 20.6 |
Cash and cash equivalents at beginning of year | 120.5 | 50.1 | 71.4 |
Cash and cash equivalents at end of year | 33.9 | 120.5 | 50.1 |
Senior Notes – 5.250% | |||
FINANCING ACTIVITIES | |||
Proceeds from issuance of Senior Notes | 0 | 250 | 0 |
Senior Notes – 6.000% | |||
FINANCING ACTIVITIES | |||
Proceeds from issuance of Senior Notes | $ 0 | $ 0 | $ 400 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 15, 2015 | Oct. 13, 2015 |
Senior Notes – 6.000% | |||||
Interest rate | 6.00% | ||||
Senior Notes | Senior Notes – 5.250% | |||||
Interest rate | 5.25% | 5.25% | |||
Senior Notes | Senior Notes – 6.000% | |||||
Interest rate | 6.00% | 6.00% | |||
Senior Notes | Senior Notes – 6.625% | |||||
Interest rate | 6.625% | 6.625% |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2018 | Sep. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 33.9 | $ 120.5 |
Accounts receivable, less allowances of $3.6 in 2018 and $3.1 in 2017 | 226 | 197.7 |
Accounts receivable pledged | 84.5 | 88.9 |
Inventories | 481.4 | 407.5 |
Prepaid and other current assets | 59.9 | 67.1 |
Total current assets | 885.7 | 881.7 |
Investment in unconsolidated affiliates | 36.1 | 31.1 |
Property, plant and equipment, net | 530.8 | 467.7 |
Goodwill | 543 | 441.6 |
Intangible assets, net | 857.3 | 748.9 |
Other assets | 201.6 | 176 |
Total assets | 3,054.5 | 2,747 |
Current liabilities: | ||
Current portion of debt | 132.6 | 143.1 |
Accounts payable | 150.5 | 153.1 |
Other current liabilities | 329.6 | 248.3 |
Total current liabilities | 612.7 | 544.5 |
Long-term debt | 1,883.8 | 1,258 |
Distributions in excess of investment in unconsolidated affiliate | 21.9 | 21.9 |
Other liabilities | 176.5 | 260.9 |
Total liabilities | 2,694.9 | 2,085.3 |
Commitments and contingencies (Notes 17, 18 and 19) | ||
Equity: | ||
Common shares and capital in excess of $.01 stated value per share; shares outstanding of 55.3 in 2018 and 58.1 in 2017 | 420.3 | 407.6 |
Retained earnings | 919.9 | 978.2 |
Treasury shares, at cost; 12.8 shares in 2018 and 10.0 shares in 2017 | (939.6) | (667.8) |
Accumulated other comprehensive loss | (46) | (69.2) |
Total equity—controlling interest | 354.6 | 648.8 |
Noncontrolling interest | 5 | 12.9 |
Total equity | 359.6 | 661.7 |
Total liabilities and equity | $ 3,054.5 | $ 2,747 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions | Sep. 30, 2018 | Sep. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 3.6 | $ 3.1 |
Common shares, stated value per share (USD per share) | $ 0.01 | $ 0.01 |
Common shares outstanding (in shares) | 55.3 | 58.1 |
Treasury shares, at cost (in shares) | 12.8 | 10 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) shares in Millions, $ in Millions | Total | Common Shares | Capital in Excess of Stated Value | Retained Earnings | Treasury Shares | Accumulated Other Comprehensive Income (Loss) | Parent | Non-controlling Interest |
Equity beginning balance (in shares) at Sep. 30, 2015 | 68.1 | |||||||
Equity beginning balance at Sep. 30, 2015 | $ 0.3 | $ 400.1 | $ 684.2 | $ (357.1) | $ (106.8) | $ 620.7 | ||
Treasury shares, beginning balance (in shares) at Sep. 30, 2015 | 6.7 | |||||||
Noncontrolling interest, beginning balance at Sep. 30, 2015 | $ 12.4 | |||||||
Total equity, beginning balance at Sep. 30, 2015 | $ 633.1 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 314.8 | 315.3 | 315.3 | (0.5) | ||||
Other comprehensive income (loss) | (10.1) | (10.1) | (10.1) | |||||
Share-based compensation | 21.6 | 21.6 | 21.6 | |||||
Dividends declared ($2.140 per share) during the period ended September 30, 2018, Dividends declared ($2.030 per share) during the period ended September 30, 2017, Dividends declared ($1.910 per share) during the period ended 2016 | (117.7) | (117.7) | (117.7) | |||||
Treasury share purchases (in shares) | (1.8) | |||||||
Treasury share purchases | (137.4) | $ (137.4) | (137.4) | |||||
Treasury share issuances (in shares) | (0.7) | |||||||
Treasury share issuances | 22.8 | (20.3) | $ 43.1 | 22.8 | ||||
Investment in noncontrolling interest | 7.2 | 7.2 | ||||||
Equity ending balance (in shares) at Sep. 30, 2016 | 68.1 | |||||||
Equity ending balance at Sep. 30, 2016 | $ 0.3 | 401.4 | 881.8 | $ (451.4) | (116.9) | 715.2 | ||
Treasury shares, ending balance (in shares) at Sep. 30, 2016 | 7.8 | |||||||
Noncontrolling interest, ending balance at Sep. 30, 2016 | 19.1 | |||||||
Total equity, ending balance at Sep. 30, 2016 | 734.3 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 218.8 | 218.3 | 218.3 | 0.5 | ||||
Other comprehensive income (loss) | 48.1 | 47.7 | 47.7 | 0.4 | ||||
Share-based compensation | 33.4 | 33.4 | 33.4 | |||||
Dividends declared ($2.140 per share) during the period ended September 30, 2018, Dividends declared ($2.030 per share) during the period ended September 30, 2017, Dividends declared ($1.910 per share) during the period ended 2016 | (121.9) | (121.9) | (121.9) | |||||
Treasury share purchases (in shares) | (2.7) | |||||||
Treasury share purchases | (255) | $ (255) | (255) | |||||
Treasury share issuances (in shares) | (0.5) | |||||||
Treasury share issuances | 12.1 | (26.5) | $ 38.6 | 12.1 | ||||
Adjustment to noncontrolling interest due to ownership change | 0 | (1) | (1) | 1 | ||||
Distribution declared by AeroGrow | (8.1) | (8.1) | ||||||
Equity ending balance (in shares) at Sep. 30, 2017 | 68.1 | |||||||
Equity ending balance at Sep. 30, 2017 | 648.8 | $ 0.3 | 407.3 | 978.2 | $ (667.8) | (69.2) | 648.8 | |
Treasury shares, ending balance (in shares) at Sep. 30, 2017 | 10 | |||||||
Noncontrolling interest, ending balance at Sep. 30, 2017 | 12.9 | 12.9 | ||||||
Total equity, ending balance at Sep. 30, 2017 | 661.7 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 63.7 | 63.7 | 63.7 | 0 | ||||
Other comprehensive income (loss) | 23.2 | 23.2 | 23.2 | 0 | ||||
Share-based compensation | 40.5 | 40.5 | 40.5 | |||||
Dividends declared ($2.140 per share) during the period ended September 30, 2018, Dividends declared ($2.030 per share) during the period ended September 30, 2017, Dividends declared ($1.910 per share) during the period ended 2016 | (122) | (122) | (122) | |||||
Treasury share purchases (in shares) | (3.5) | |||||||
Treasury share purchases | (326.1) | $ (326.1) | (326.1) | |||||
Treasury share issuances (in shares) | (0.7) | |||||||
Treasury share issuances | 32.2 | (22.1) | $ 54.3 | 32.2 | ||||
Acquisition of remaining noncontrolling interest in Gavita | (13.6) | (5.7) | (5.7) | (7.9) | ||||
Equity ending balance (in shares) at Sep. 30, 2018 | 68.1 | |||||||
Equity ending balance at Sep. 30, 2018 | 354.6 | $ 0.3 | $ 420 | $ 919.9 | $ (939.6) | $ (46) | $ 354.6 | |
Treasury shares, ending balance (in shares) at Sep. 30, 2018 | 12.8 | |||||||
Noncontrolling interest, ending balance at Sep. 30, 2018 | 5 | $ 5 | ||||||
Total equity, ending balance at Sep. 30, 2018 | $ 359.6 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividends declared (USD per share) | $ 2.140 | $ 2.03 | $ 1.91 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations The Scotts Miracle-Gro Company (“Scotts Miracle-Gro” or “Parent”) and its subsidiaries (collectively, together with Scotts Miracle-Gro, the “Company”) are engaged in the manufacturing, marketing and sale of branded products for lawn and garden care and indoor and hydroponic gardening. The Company’s primary customers include home centers, mass merchandisers, warehouse clubs, large hardware chains, independent hardware stores, nurseries, garden centers, food and drug stores, indoor gardening and hydroponic product distributors and retailers. The Company’s products are sold in North America, Europe and Asia. Due to the nature of the consumer lawn and garden business, the majority of the Company’s sales to customers occur in the Company’s second and third fiscal quarters. On a combined basis, net sales for the second and third quarters of the last three fiscal years represented in excess of 75% of the Company’s annual net sales. Organization and Basis of Presentation The Company’s consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of Scotts Miracle-Gro and its subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation. The Company’s consolidation criteria are based on majority ownership (as evidenced by a majority voting interest in the entity) and an objective evaluation and determination of effective management control. AeroGrow International, Inc. (“AeroGrow”), in which the Company has a controlling interest, is consolidated, with the equity owned by other shareholders shown as noncontrolling interest in the Consolidated Balance Sheets, and the other shareholders’ portion of net earnings and other comprehensive income shown as net income (loss) or comprehensive (income) loss attributable to noncontrolling interest in the Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss), respectively. The results of businesses acquired or disposed of are included in the consolidated financial statements from the date of each acquisition or up to the date of disposal, respectively. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes and related disclosures. Although these estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future, actual results ultimately may differ from the estimates. Revenue Recognition Revenue is recognized when title and risk of loss transfer, which generally occurs when products or services are received by the customer. Provisions for estimated returns and allowances are recorded at the time revenue is recognized based on historical rates and are periodically adjusted for known changes in return levels. Outbound shipping and handling costs are included in cost of sales. Under the terms of the Amended and Restated Exclusive Agency and Marketing Agreement (the “Original Marketing Agreement”) and the Second Amended and Restated Agency and Marketing Agreement (the “Restated Marketing Agreement”), pursuant to which the Company has served, since its 1998 fiscal year, as the exclusive agent of Monsanto Company (“Monsanto”) for the marketing and distribution of Monsanto’s consumer Roundup ® non-selective weedkiller products in the United States and certain other specified countries, the Company performs certain functions, primarily sales, merchandising, warehousing and other selling and marketing services, on behalf of Monsanto in the conduct of its consumer Roundup ® business. The Company performs other services, including conversion services, pursuant to ancillary agreements. The actual costs incurred for these activities are charged to and reimbursed by Monsanto. The Company records costs incurred for which the Company is the primary obligor on a gross basis, recognizing such costs in the “Cost of sales” line and the reimbursement of these costs in the “Net sales” line in the Consolidated Statements of Operations, with no effect on gross profit dollars or net income. Under the terms of the Marketing, R&D and Ancillary Services Agreement (the “Services Agreement”) with Bonnie Plants, Inc. (“Bonnie”) and its sole shareholder, Alabama Farmers Cooperative, Inc. (“AFC”), entered into in the second quarter of fiscal 2016, the Company provides marketing, research and development and certain ancillary services to Bonnie for reimbursement of certain costs and a commission fee earned based on a percentage of the growth in earnings before interest, income taxes and amortization of Bonnie’s business of planting, growing, developing, manufacturing, distributing, marketing, and selling live plants, plant food, fertilizer and potting soil (the “Bonnie Business”). The commission earned under the Services Agreement is included in the “Net sales” line in the Consolidated Statements of Operations. Additionally, the Company records costs incurred under the Services Agreement for which the Company is the primary obligor on a gross basis, recognizing such costs in the “Cost of sales” line and the reimbursement of these costs in the “Net sales” line, with no effect on gross profit dollars or net income. Promotional Allowances The Company promotes its branded products through, among other things, cooperative advertising programs with retailers. Retailers may also be offered in-store promotional allowances and rebates based on sales volumes. Certain products are promoted with direct consumer rebate programs and special purchasing incentives. Promotion costs (including allowances and rebates) incurred during the year are expensed to interim periods in relation to revenues and are recorded as a reduction of net sales. Accruals for expected payouts under these programs are included in the “Other current liabilities” line in the Consolidated Balance Sheets. Advertising Advertising costs incurred during the year are expensed to interim periods in relation to revenues. All advertising costs, except for external production costs, are expensed within the fiscal year in which such costs are incurred. External production costs for advertising programs are deferred until the period in which the advertising is first aired. The costs deferred at September 30, 2018 and 2017 were zero and $0.4 million , respectively. Advertising expenses were $104.2 million in fiscal 2018 , $123.0 million in fiscal 2017 and $122.3 million in fiscal 2016 . Research and Development All costs associated with research and development are charged to expense as incurred. Expenses for fiscal 2018 , fiscal 2017 and fiscal 2016 were $42.5 million , $39.9 million and $36.0 million , respectively, including product registration costs of $11.4 million , $10.6 million and $10.6 million , respectively. Environmental Costs The Company recognizes environmental liabilities when conditions requiring remediation are probable and the amounts can be reasonably estimated. Expenditures which extend the life of the related property or mitigate or prevent future environmental contamination are capitalized. Environmental liabilities are not discounted or reduced for possible recoveries from insurance carriers. Share-Based Compensation Awards The fair value of awards is expensed over the requisite service period which is typically the vesting period, generally three to five years, except in cases where employees are eligible for accelerated vesting based on having satisfied retirement requirements relating to age and years of service. Performance-based awards are expensed over the requisite service period based on achievement of performance criteria. The Company uses a binomial model to determine the fair value of its option grants. The Company classifies share-based compensation expense within selling, general and administrative expenses to correspond with the same line item as cash compensation paid to employees. Other Non-Operating Expense, net In fiscal 2017, the “Other non-operating expense, net” line in the Consolidated Statements of Operations included a $13.4 million non tax-deductible charge, related to the October 2017 acquisition of the remaining noncontrolling interest in Gavita Holdings B.V., and its subsidiaries (collectively, “Gavita”), to write-up the fair value of the loan to the noncontrolling ownership group to the agreed upon buyout value. As a result of the enactment of the H.R.1 (the “Act,” formerly known as the “Tax Cuts and Jobs Act”) on December 22, 2017, the Company repatriated cash from a foreign subsidiary during the second quarter of fiscal 2018 resulting in the liquidation of substantially all of the assets of the subsidiary and the write-off of accumulated foreign currency translation loss adjustments of $11.7 million in the “Other non-operating expense, net” line in the Consolidated Statements of Operations. For fiscal 2018 , the Company has classified interest income on loans receivable of $10.0 million in the “Other non-operating expense, net” line in the Consolidated Statements of Operations. For fiscal 2017 and fiscal 2016 , interest income on loans receivable of $10.0 million and $3.9 million , respectively, is classified in the “Other income, net” line in the Consolidated Statements of Operations. Earnings per Common Share Basic income per common share of Scotts Miracle-Gro (“Common Share”) is computed by dividing income attributable to controlling interest from continuing operations, income (loss) from discontinued operations or net income attributable to controlling interest by the weighted average number of Common Shares outstanding each period. Diluted income per Common Share is computed by dividing income attributable to controlling interest from continuing operations, income (loss) from discontinued operations or net income attributable to controlling interest by the weighted average number of Common Shares outstanding plus all dilutive potential Common Shares (stock options, performance shares and restricted stock unit awards) outstanding each period. Cash and Cash Equivalents The Company considers all highly liquid financial instruments with original maturities of three months or less to be cash equivalents. The Company maintains cash deposits in banks which from time to time exceed the amount of deposit insurance available. Management periodically assesses the financial condition of the Company’s banks and believes that the risk of any potential credit loss is minimal. Accounts Receivable and Allowances Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Allowances for doubtful accounts reflect the Company’s estimate of amounts in its existing accounts receivable that may not be collected due to customer claims or customer inability or unwillingness to pay. The allowance is determined based on a combination of factors, including the Company’s risk assessment regarding the credit worthiness of its customers, historical collection experience and length of time the receivables are past due. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. Inventories Inventories are stated at the lower of cost or net realizable value, principally determined by the first in, first out method of accounting. Inventories acquired through the recent acquisition of Sunlight Supply (as defined in “NOTE 7. ACQUISITIONS AND INVESTMENTS”), which represent approximately 19% of the Company’s consolidated inventories, were initially recorded at fair value and subsequently were measured using the average costing method of inventory valuation. Inventories include the cost of raw materials, labor, manufacturing overhead and freight and in-bound handling costs incurred to pre-position goods in the Company’s warehouse network. The Company makes provisions for obsolete or slow-moving inventories as necessary to properly reflect inventory at the lower of cost or net realizable value. Adjustments to reflect inventories at net realizable values were $8.1 million and $10.5 million at September 30, 2018 and 2017 , respectively. During fiscal 2018, the Company determined it was preferable to use the first in, first out inventory valuation method and adopted this method for the remaining U.S. Consumer segment inventories not subject to the first in, first out method. The impact of this change in accounting principle on inventory value and cost of goods sold was immaterial. Loans Receivable Loans receivable are carried at outstanding principal amount, and are recognized in the “Other assets” line in the Consolidated Balance Sheets. Loans receivable are impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. If it is determined that an impairment has occurred, an impairment loss is recognized for the amount by which the carrying value of the asset exceeds the present value of expected future cash flows and recorded within “Operating expenses” in the Consolidated Statements of Operations. Interest income was $10.0 million for fiscal 2018 , $10.0 million for fiscal 2017 and $3.9 million for fiscal 2016 . Interest income is recorded on an accrual basis. The Company classified interest income in the “Other non-operating expense, net” line in the Consolidated Statements of Operations in fiscal 2018 and in the “Other income, net” line in the Consolidated Statements of Operations in fiscal 2017 and fiscal 2016 . At September 30, 2018 , the carrying value and estimated fair value of loans receivable was $112.6 million and $128.2 million , respectively. At September 30, 2017 , the carrying value and estimated fair value of loans receivable was $110.4 million and $125.6 million , respectively. The estimated fair value was determined using an income-based approach, which includes market participant expectations of cash flows over the remaining useful life discounted to present value using an appropriate discount rate. The estimate requires subjective assumptions to be made, including those related to credit risk and discount rates. The fair value measurement is based on significant inputs unobservable in the market and thus represents a Level 3 measurement. Long-Lived Assets Property, plant and equipment are stated at cost. Interest capitalized in property, plant and equipment amounted to $0.3 million , $0.1 million and $0.3 million during fiscal 2018 , fiscal 2017 and fiscal 2016 , respectively. Expenditures for maintenance and repairs are charged to expense as incurred. When properties are retired or otherwise disposed of, the cost of the asset and the related accumulated depreciation are removed from the accounts with the resulting gain or loss being reflected in income from operations. Depreciation of property, plant and equipment is provided on the straight-line method and is based on the estimated useful economic lives of the assets as follows: Land improvements 10 – 25 years Buildings 10 – 40 years Machinery and equipment 3 – 15 years Furniture and fixtures 6 – 10 years Software 3 – 8 years Intangible assets subject to amortization include technology, such as patents, customer relationships, non-compete agreements and certain tradenames. These intangible assets are being amortized over their estimated useful economic lives, which typically range from 3 to 25 years . The Company’s fixed assets and intangible assets subject to amortization are required to be tested for recoverability whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. If an evaluation of recoverability was required, the estimated undiscounted future cash flows associated with the asset group would be compared to the asset group carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds fair value and classified as “Impairment, restructuring and other” within “Operating expenses” in the Consolidated Statements of Operations. The Company had non-cash investing activities of $9.8 million , $16.1 million and $12.4 million during fiscal 2018 , fiscal 2017 and fiscal 2016 , respectively, representing unpaid liabilities incurred during each fiscal year to acquire property, plant and equipment. Statements of Cash Flows Supplemental cash flow information was as follows for fiscal 2018 , fiscal 2017 and fiscal 2016 : Year Ended September 30, 2018 2017 2016 (In millions) Interest paid $ (81.6 ) $ (69.8 ) $ (54.1 ) Call premium on 6.625% Senior Notes — — (6.6 ) Property and equipment acquired under capital leases — (0.9 ) — Income taxes paid (56.3 ) (111.9 ) (80.9 ) During fiscal 2018, the Company paid contingent consideration of $3.0 million and $5.8 million , respectively, related to the fiscal 2016 acquisition of Gavita and the fiscal 2017 acquisition of Agrolux Holding B.V., and its subsidiaries (collectively, “Agrolux”). During fiscal 2017, the Company paid contingent consideration of $6.7 million , $6.5 million and $15.5 million , respectively, related to the fiscal 2014 acquisition of Fafard & Brothers Ltd. (“Fafard”), the fiscal 2016 acquisition of a Canadian growing media operation and the fiscal 2017 acquisition of American Agritech, L.L.C., d/b/a Botanicare (“Botanicare”). The Company uses the “cumulative earnings” approach for determining cash flow presentation of distributions from unconsolidated affiliates. Distributions received are included in the Consolidated Statements of Cash Flows as operating activities, unless the cumulative distributions exceed the portion of the cumulative equity in the net earnings of the unconsolidated affiliate, in which case the excess distributions are deemed to be returns of the investment and are classified as investing activities in the Consolidated Statements of Cash Flows. Internal Use Software The costs of internal use software are expensed or capitalized depending on whether they are incurred in the preliminary project stage, application development stage or the post-implementation/operation stage. As of September 30, 2018 and 2017 , the Company had $11.2 million and $10.6 million , respectively, in unamortized capitalized internal use computer software costs. Amortization of these costs was $3.9 million , $5.1 million and $6.1 million during fiscal 2018 , fiscal 2017 and fiscal 2016 , respectively. Goodwill and Indefinite-lived Intangible Assets Goodwill and indefinite-lived intangible assets are not subject to amortization. Goodwill and indefinite-lived intangible assets are reviewed for impairment by applying a fair-value based test on an annual basis, as of the first day of the Company’s fiscal fourth quarter, or more frequently if circumstances indicate impairment may have occurred. With respect to goodwill, the Company performs either a qualitative or quantitative evaluation for each of its reporting units. Factors considered in the qualitative test include reporting unit specific operating results as well as new events and circumstances impacting the operations or cash flows of the reporting units. For the quantitative test, the Company assesses goodwill for impairment by comparing the carrying value of its reporting units to their respective fair values. A reporting unit is defined as an operating segment or one level below an operating segment. The Company has identified seven reporting units. The Company determines the fair value of its reporting units using a combination of income-based and market-based approaches and incorporates assumptions it believes market participants would utilize. The income-based approach utilizes discounted cash flows while the market-based approach utilizes market multiples. These approaches are dependent upon internally-developed forecasts that are based upon annual budgets and longer-range strategic plans. The Company uses discount rates that are commensurate with the risks and uncertainty inherent in the respective reporting units and in the internally-developed forecasts. To further confirm fair value, the Company compares the aggregate fair value of the reporting units to the Company’s total market capitalization. With respect to indefinite-lived intangible assets, the Company performs either a qualitative or quantitative evaluation for each of its indefinite-lived intangible assets. Factors considered in the qualitative test include indefinite-lived intangible asset specific operating results as well as new events and circumstances impacting the cash flows of the indefinite-lived intangible assets. For the quantitative test, the value of all indefinite-lived intangible assets is determined under the income-based approach utilizing discounted cash flows and incorporating assumptions the Company believes market participants would utilize. For tradenames, value was determined using a royalty savings methodology similar to that employed when the associated businesses were acquired but using updated estimates of sales, cash flow and profitability. If it is determined that an impairment has occurred, an impairment loss is recognized for the amount by which the carrying value of the reporting unit or intangible asset exceeds its estimated fair value and classified as “Impairment, restructuring and other” within “Operating expenses” in the Consolidated Statements of Operations. Insurance and Self-Insurance The Company maintains insurance for certain risks, including workers’ compensation, general liability and vehicle liability, and is self-insured for employee-related health care benefits up to a specified level for individual claims. The Company accrues for the expected costs associated with these risks by considering historical claims experience, demographic factors, severity factors and other relevant information. Costs are recognized in the period the claim is incurred, and accruals include an actuarially determined estimate of claims incurred but not yet reported. Income Taxes The Company uses the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the anticipated future tax consequences attributable to differences between financial statement amounts and their respective tax bases. Management reviews the Company’s deferred tax assets to determine whether their value can be realized based upon available evidence. A valuation allowance is established when management believes that it is more likely than not that some portion of its deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the Company’s tax provision in the period of change. The Company establishes a liability for tax return positions in which there is uncertainty as to whether or not the position will ultimately be sustained. Amounts for uncertain tax positions are adjusted in quarters when new information becomes available or when positions are effectively settled. The Company recognizes interest expense and penalties related to these unrecognized tax benefits within income tax expense. GAAP provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. The amount recognized is measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. U.S. income tax expense and foreign withholding taxes are provided on unremitted foreign earnings that are not indefinitely reinvested at the time the earnings are generated. Where foreign earnings are indefinitely reinvested, no provision for U.S. income or foreign withholding taxes is made. When circumstances change and the Company determines that some or all of the undistributed earnings will be remitted in the foreseeable future, the Company accrues an expense in the current period for U.S. income taxes and foreign withholding taxes attributable to the anticipated remittance. Translation of Foreign Currencies The functional currency for each Scotts Miracle-Gro subsidiary is generally its local currency. Assets and liabilities of these subsidiaries are translated at the exchange rate in effect at each fiscal year-end. Income and expense accounts are translated at the average rate of exchange prevailing during the year. Translation gains and losses arising from the use of differing exchange rates from period to period are included in accumulated other comprehensive income (loss) within shareholders’ equity. Foreign currency transaction gains and losses are included in the determination of net income and classified as “Other income, net” in the Consolidated Statements of Operations. Derivative Instruments The Company is exposed to market risks, such as changes in interest rates, currency exchange rates and commodity prices. A variety of financial instruments, including forward and swap contracts, are used to manage these exposures. These financial instruments are recognized at fair value in the Consolidated Balance Sheets, and all changes in fair value are recognized in net income or shareholders’ equity through accumulated other comprehensive income (loss). The Company’s objective in managing these exposures is to better control these elements of cost and mitigate the earnings and cash flow volatility associated with changes in the applicable rates and prices. The Company has established policies and procedures that encompass risk-management philosophy and objectives, guidelines for derivative-instrument usage, counterparty credit approval, and the monitoring and reporting of derivative activity. The Company does not enter into derivative instruments for the purpose of speculation. The Company formally designates and documents instruments at inception that qualify for hedge accounting of underlying exposures in accordance with GAAP. The Company formally assesses, both at inception and at least quarterly, whether the financial instruments used in hedging transactions are effective at offsetting changes in cash flows of the related underlying exposure. Fluctuations in the value of these instruments generally are offset by changes in the cash flows of the underlying exposures being hedged. This offset is driven by the high degree of effectiveness between the exposure being hedged and the hedging instrument. GAAP requires all derivative instruments to be recognized as either assets or liabilities at fair value in the Consolidated Balance Sheets. The Company designates certain commodity hedges as cash flow hedges of forecasted purchases of commodities and interest rate swap agreements as cash flow hedges of interest payments on variable rate borrowings. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS Income Taxes On December 22, 2017, the Act was signed into law. The Act provides for significant changes to the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Among other items, the Act implements a territorial tax system, imposes a one-time transition tax on deemed repatriated earnings of foreign subsidiaries, and reduces the federal corporate statutory tax rate to 21% effective January 1, 2018. Additionally, the Securities and Exchange Commission (the “SEC”) released Staff Accounting Bulletin No. 118 (“SAB 118”) which provides guidance on accounting for the Act’s impact under Accounting Standards Codification (“ASC”) Topic 740, Income Taxes (“ASC 740”). The guidance in SAB 118 addresses certain fact patterns where the accounting for changes in tax laws or tax rates under ASC 740 is incomplete upon issuance of an entity's financial statements for the reporting period in which the Act is enacted. Under the SEC staff guidance in SAB 118, in the financial reporting period in which the Act is enacted, the income tax effects of the Act for which the accounting under ASC 740 is incomplete would be reported as a provisional amount based on a reasonable estimate (to the extent a reasonable estimate can be determined), which would be subject to adjustment during a “measurement period” until the accounting under ASC 740 is complete. The measurement period is limited to no more than one year beyond the enactment date under the SEC staff’s guidance. SAB 118 also describes supplemental disclosures that should accompany the provisional amounts, including the reasons for the incomplete accounting, the additional information or analysis that is needed, and other information relevant to why the registrant was not able to complete the accounting required under ASC 740 in a timely manner. For discussion of the impacts of the Act that are material to the Company and required disclosures related to the Act pursuant to the guidance provided under SAB 118, refer to “NOTE 14. INCOME TAXES.” Share-Based Compensation In March 2016, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update that simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted this guidance effective October 1, 2017. The impact resulting from the adoption of this amended guidance is summarized below. The amended accounting guidance requires all excess tax benefits and tax deficiencies to be recognized as income tax benefit or expense on a prospective basis in the period of adoption. The adoption of this provision of the amended accounting guidance resulted in the recognition of excess tax benefits of $4.5 million in the “Income tax expense (benefit) from continuing operations” line in the Consolidated Statement of Operations for fiscal 2018 . As the Company adopted the guidance on a prospective basis, prior year activity has not been adjusted to conform with the current presentation and excess tax benefits of $7.9 million and $5.8 million have been recognized in the “Common shares and capital in excess of $0.01 stated value per share” line within “Total equity—controlling interest” in the Consolidated Balance Sheets for fiscal 2017 and fiscal 2016 , respectively. The amended accounting guidance requires excess tax benefits to be classified as an operating activity in the statement of cash flows. Previously, excess tax benefits were presented as a cash inflow from financing activities and cash outflow from operating activities. The Company has elected to present these changes on a prospective basis and therefore fiscal 2017 and fiscal 2016 have not been adjusted to conform with the current presentation. The amended accounting guidance requires cash paid to a tax authority when shares are withheld to satisfy statutory income tax withholding obligations to be classified as a financing activity in the statement of cash flows. The Company’s retrospective adoption of this provision of the amended accounting guidance resulted in the classification of payments of $3.0 million , $9.2 million and $6.6 million as cash outflows from financing activities in the “Purchase of Common Shares” line in the Consolidated Statements of Cash Flows for fiscal 2018 , fiscal 2017 and fiscal 2016 , respectively. The Company has elected to continue to estimate the number of awards expected to vest, as permitted by the amended accounting guidance, rather than electing to account for forfeitures as they occur. Derivatives and Hedging In August 2017, the FASB issued an accounting standard update that modifies hedge accounting by making more hedge strategies eligible for hedge accounting, amending presentation and disclosure requirements, and changing how companies assess effectiveness. The intent is to simplify application of hedge accounting and increase transparency of information about an entity’s risk management activities. The Company early adopted this guidance effective October 1, 2017 using a modified retrospective transition approach for cash flow hedges existing at the date of adoption and a prospective approach for presentation and disclosure requirements. The adoption of this guidance did not have a significant impact on the Company’s consolidated financial p |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS International Business Prior to August 31, 2017, the Company operated consumer lawn and garden businesses located in Australia, Austria, Belgium, Luxembourg, Czech Republic, France, Germany, Poland and the United Kingdom (the “International Business”). On April 29, 2017, the Company received a binding and irrevocable conditional offer (the “Offer”) from Exponent Private Equity LLP (“Exponent”) to purchase the International Business for approximately $250.0 million (subject to potential adjustment following closing in respect of the actual financial position at closing) and a deferred payment amount of up to $23.8 million . On July 5, 2017, the Company accepted the Offer and entered into the Share and Business Sale Agreement (the “Agreement”) contemplated by the Offer. Pursuant to the Agreement, Scotts-Sierra Investments LLC, an indirect wholly-owned subsidiary of the Company (“Sierra”) and certain of its direct and indirect subsidiaries, entered into separate stock or asset sale transactions with respect to the International Business. As a result, effective in its fourth quarter of fiscal 2017, the Company classified its results of operations for all periods presented to reflect the International Business as a discontinued operation and classified the assets and liabilities of the International Business as held for sale. On August 31, 2017, the Company completed the sale of the International Business for cash proceeds of $150.6 million at closing, which was net of a closing statement adjustment for expected financial position at closing and net of seller financing provided by the Company in the form of a $29.7 million loan for seven years bearing interest at 5% for the first three years, with annual 2.5% increases thereafter. The transaction also included contingent consideration, a non-cash investing activity, with a maximum payout of $23.8 million and an initial fair value of $18.2 million , the payment of which will depend on the achievement of certain performance criteria by the International Business following the closing of the transaction through fiscal 2020. The seller financing loan and the contingent consideration receivable are recorded in the “Other assets” line in the Consolidated Balance Sheets. The cash proceeds from the sale were subject to post-closing adjustments and the Company originally accrued $27.8 million at September 30, 2017 in the “Other current liabilities” line in the Consolidated Balance Sheets related to the expected working capital adjustment obligation in respect of the actual closing date financial position of the International Business. The Company recorded a pre-tax gain on the sale of the International Business of $32.7 million , partially offset by the provision for income taxes of $12.0 million , during fiscal 2017. The fiscal 2017 pre-tax gain included a write-off of accumulated foreign currency translation loss adjustments of $18.5 million . During fiscal 2018 , the Company recorded a decrease to the pre-tax gain of $0.7 million related to the resolution of post-closing working capital adjustments. In connection with the transaction, the Company entered into certain ancillary agreements including a transition services agreement and a material supply agreement, which are not material, as well as a licensing agreement for the use of certain of the Company’s brand names with an initial fair value of $14.1 million . Deferred licensing revenues of $12.1 million and $14.0 million were recorded on the Consolidated Balance Sheets as of September 30, 2018 and 2017 , respectively. Refer to “NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” for further discussion of the expected future impact of the amended revenue recognition accounting guidance that is effective for the Company in the first quarter of fiscal 2019. During fiscal 2018 , fiscal 2017 and fiscal 2016 , the Company recognized $1.8 million , $15.5 million and $2.5 million , respectively, in transaction related costs associated with the sale of the International Business as well as termination benefits and facility closure costs of zero , $(0.4) million and $3.6 million , respectively, in the “Income (loss) from discontinued operations, net of tax” line in the Consolidated Statements of Operations. Scotts LawnService ® Prior to April 13, 2016, the Company operated the Scotts LawnService ® business (the “SLS Business”), which provided residential and commercial lawn care, tree and shrub care and pest control services in the United States. On April 13, 2016, pursuant to the terms of the Contribution and Distribution Agreement (the “Contribution Agreement”) between the Company and TruGreen Holding Corporation (“TruGreen Holdings”), the Company completed the contribution of the SLS Business to a newly formed subsidiary of TruGreen Holdings (the “TruGreen Joint Venture”) in exchange for a minority equity interest of approximately 30% in the TruGreen Joint Venture which had an initial fair value of $294.0 million . As a result, effective in its second quarter of fiscal 2016, the Company classified its results of operations for all periods presented to reflect the SLS Business as a discontinued operation and classified the assets and liabilities of the SLS Business as held for sale. In connection with the closing of the transactions on April 13, 2016, the TruGreen Joint Venture obtained debt financing and made a distribution of $196.2 million to the Company and the Company invested $18.0 million in second lien term loan financing to the TruGreen Joint Venture. During the fourth quarter of fiscal 2017 , the Company received an $87.1 million distribution from the TruGreen Joint Venture in connection with its August 2017 debt refinancing. The Company recorded a gain on the contribution of $131.2 million , partially offset by the provision for deferred income taxes of $51.9 million , during fiscal 2016 . During fiscal 2017 , the Company recorded an adjustment to reduce the pre-tax gain by $1.0 million related to post-closing working capital adjustments. During fiscal 2017 and fiscal 2016 , the Company recognized $0.8 million and $4.6 million , respectively, in transaction related costs associated with the divestiture of the SLS Business in the “Income (loss) from discontinued operations, net of tax” line in the Consolidated Statements of Operations. During fiscal 2016, the Company recognized a charge of $9.0 million for the resolution of a prior SLS Business litigation matter within the “Income (loss) from discontinued operations, net of tax” line in the Consolidated Statements of Operations. Wild Bird Food During fiscal 2014, the Company completed the sale of its U.S. and Canadian wild bird food business. As a result, effective in fiscal 2014, the Company classified its results of operations for all periods presented to reflect the wild bird food business as a discontinued operation. During fiscal 2018, the Company recognized a pre-tax charge of $85.0 million for a probable loss related to the previously disclosed legal matter In re Morning Song Bird Food Litigation . This accrual is recorded in the “Other current liabilities” line in the Consolidated Balance Sheets and the related deferred tax asset of $22.0 million is recorded in the “Other liabilities” line in the Consolidated Balance Sheets. This matter relates to a pending class-action lawsuit filed in 2012 in connection with the sale of wild bird food products that were the subject of a voluntary recall in 2008 by the Company’s previously sold wild bird food business. Refer to “NOTE 19. CONTINGENCIES” for more information. The following table summarizes the results of discontinued operations described above and reflected within discontinued operations in the Company’s consolidated financial statements for each of the periods presented: Year Ended September 30, 2018 2017 2016 (In millions) Net sales $ — $ 294.1 $ 431.1 Operating and exit costs 1.9 275.9 429.5 Impairment, restructuring and other 86.8 15.9 19.7 Other (income) expense, net — 1.2 (1.5 ) (Gain) loss on sale / contribution of business 0.7 (31.7 ) (131.2 ) Interest expense — 0.4 2.7 Income (loss) from discontinued operations before income taxes (89.4 ) 32.4 111.9 Income tax expense (benefit) from discontinued operations (25.5 ) 11.9 43.2 Income (loss) from discontinued operations, net of tax $ (63.9 ) $ 20.5 $ 68.7 The Consolidated Statements of Cash Flows do not present the cash flows from discontinued operations separately from cash flows from continuing operations. Cash provided by (used in) operating activities related to discontinued operations totaled $(1.6) million , $(11.6) million and $18.8 million for fiscal 2018 , fiscal 2017 and fiscal 2016 , respectively. Cash provided by (used in) investing activities related to discontinued operations totaled $(35.3) million , $148.1 million and $(5.3) million for fiscal 2018 , fiscal 2017 and fiscal 2016 , respectively. |
IMPAIRMENT, RESTRUCTURING AND O
IMPAIRMENT, RESTRUCTURING AND OTHER | 12 Months Ended |
Sep. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
IMPAIRMENT, RESTRUCTURING AND OTHER | IMPAIRMENT, RESTRUCTURING AND OTHER Activity described herein is classified within the “Cost of sales—impairment, restructuring and other,” “Impairment, restructuring and other” and “Income (loss) from discontinued operations, net of tax” lines in the Consolidated Statements of Operations. The following table details impairment, restructuring and other charges (recoveries) during fiscal 2018 , fiscal 2017 and fiscal 2016 : Year Ended September 30, 2018 2017 2016 (In millions) Cost of sales—impairment, restructuring and other: Restructuring and other charges $ 12.3 $ — $ 5.9 Property, plant and equipment impairments 8.2 — — Operating expenses: Restructuring and other charges (recoveries), net 20.2 3.9 (51.5 ) Goodwill and intangible asset impairments 112.1 1.0 — Impairment, restructuring and other charges (recoveries) from continuing operations $ 152.8 $ 4.9 $ (45.6 ) Restructuring and other charges from discontinued operations 86.8 15.9 19.7 Total impairment, restructuring and other charges (recoveries) $ 239.6 $ 20.8 $ (25.9 ) The following table summarizes the activity related to liabilities associated with restructuring and other, excluding insurance reimbursement recoveries, during fiscal 2018 , fiscal 2017 and fiscal 2016 : Year Ended September 30, 2018 2017 2016 (In millions) Amounts accrued for restructuring and other at beginning of year $ 12.1 $ 20.8 $ 28.1 Restructuring and other charges from continuing operations 32.7 8.3 10.3 Restructuring and other charges from discontinued operations 86.8 15.9 19.7 Payments and other (19.4 ) (32.9 ) (37.3 ) Amounts accrued for restructuring and other at end of year $ 112.2 $ 12.1 $ 20.8 Included in restructuring accruals, as of September 30, 2018 , is $0.8 million that is classified as long-term. Payments against the long-term accruals will be incurred as the employees covered by the restructuring plan retire or through the passage of time. The remaining amounts accrued will continue to be paid out over the course of the next twelve months. Project Catalyst In connection with the acquisition of Sunlight Supply during the third quarter of fiscal 2018, the Company announced the launch of an initiative called Project Catalyst. Project Catalyst is a company-wide restructuring effort to reduce operating costs throughout the U.S. Consumer, Hawthorne and Other segments and drive synergies from recent acquisitions within Hawthorne. The Company recognized charges of $29.4 million related to Project Catalyst during fiscal 2018 . During fiscal 2018 , the Company’s Hawthorne segment executed facility closures and consolidations, terminated employees in duplicate roles, and recognized employee termination benefits of $0.3 million , impairment of property, plant and equipment of $2.9 million , and facility closure costs of $9.2 million in the “Cost of sales—impairment, restructuring and other” line in the Consolidated Statements of Operations. The Company’s Hawthorne segment also recognized employee termination benefits of $3.5 million and facility closure costs of $1.9 million in the “Impairment, restructuring and other” line in the Consolidated Statement of Operations. The Company’s U.S. Consumer segment, in connection with an announced facility closure, recognized employee termination benefits of $1.6 million , impairment of property, plant and equipment of $5.3 million , and facility closure costs of $1.3 million during fiscal 2018 in the “Cost of sales—impairment, restructuring and other” line in the Consolidated Statements of Operations. The Company’s U.S. Consumer segment also recognized employee termination benefits of $3.4 million in the “Impairment, restructuring and other” line in the Consolidated Statement of Operations. Costs incurred to date since the inception of Project Catalyst are $17.8 million for the Hawthorne segment and $11.6 million for the U.S. Consumer segment. Project Focus In the first quarter of fiscal 2016, the Company announced a series of initiatives called Project Focus designed to maximize the value of its non-core assets and focus on emerging categories of the lawn and garden industry in its core U.S. business. During fiscal 2018 , the Company’s U.S. Consumer segment recognized adjustments of $0.1 million related to previously recognized termination benefits associated with Project Focus in the “Impairment, restructuring and other” line in the Consolidated Statements of Operations. During fiscal 2017 , the Company recognized restructuring costs related to termination benefits and facility closure costs of $8.3 million in the “Impairment, restructuring and other” line in the Consolidated Statements of Operations, including $6.7 million for the U.S. Consumer segment, $0.9 million for the Hawthorne segment and $0.7 million for the Other segment. During fiscal 2016 , the Company recognized restructuring costs related to termination benefits of $3.9 million related to Project Focus in the “Impairment, restructuring and other” line in the Consolidated Statements of Operations. Costs incurred to date since the inception of the current Project Focus initiatives are $10.0 million for the U.S. Consumer segment, $0.9 million for the Hawthorne segment and $1.2 million for the Other segment, related to transaction activity, termination benefits and facility closure costs. On April 13, 2016, as part of Project Focus, the Company completed the contribution of the SLS Business to the TruGreen Joint Venture. Refer to “NOTE 2. DISCONTINUED OPERATIONS” for more information. During fiscal 2017 and fiscal 2016 , the Company recognized $0.8 million and $4.6 million , respectively, in transaction related costs associated with the divestiture of the SLS Business in the “Income (loss) from discontinued operations, net of tax” line in the Consolidated Statements of Operations. During fiscal 2016 , the Company recognized a pre-tax charge of $9.0 million for the resolution of a prior SLS Business litigation matter in the “Income (loss) from discontinued operations, net of tax” line in the Consolidated Statements of Operations. On August 31, 2017, the Company completed the sale of the International Business. Refer to “NOTE 2. DISCONTINUED OPERATIONS” for more information. During fiscal 2018 , fiscal 2017 and fiscal 2016 , the Company recognized $1.8 million , $15.5 million and $2.5 million , respectively, in transaction related costs associated with the sale of the International Business as well as termination benefits and facility closure costs of zero , $(0.4) million and $3.6 million , respectively, in the “Income (loss) from discontinued operations, net of tax” line in the Consolidated Statements of Operations. Bonus S During the third quarter of fiscal 2015, the Company’s U.S. Consumer segment began experiencing an increase in certain consumer complaints related to the reformulated Bonus ® S fertilizer product sold in the southeastern United States during fiscal 2015 indicating customers were experiencing damage to their lawns after application. In fiscal 2016, the Company incurred $6.4 million in costs related to resolving these consumer complaints and the recognition of costs the Company expected to incur for consumer claims in the “Impairment, restructuring and other” and the “Cost of sales—impairment, restructuring and other” lines in the Consolidated Statements of Operations. Additionally, the Company recorded offsetting insurance reimbursement recoveries of $55.9 million in fiscal 2016 in the “Impairment, restructuring and other” line in the Consolidated Statements of Operations. Costs incurred to date since the inception of this matter were $73.8 million , partially offset by insurance reimbursement recoveries of $60.8 million . Other During fiscal 2018, the Company recognized a non-cash impairment charge of $94.6 million related to a goodwill impairment in the Hawthorne segment in the “Impairment, restructuring and other” line in the Consolidated Statements of Operations as a result of the Company’s annual fourth quarter quantitative goodwill impairment test. Refer to “NOTE 4. GOODWILL AND INTANGIBLE ASSETS, NET” for more information. During fiscal 2018, the Company recognized a non-cash impairment charge of $17.5 million related to the settlement of a portion of certain previously acquired customer relationships due to the acquisition of Sunlight Supply in the “Impairment, restructuring and other” line in the Consolidated Statement of Operations. Refer to “NOTE 7. ACQUISITIONS AND INVESTMENTS” for more information. During fiscal 2018, the Company recognized a pre-tax charge of $85.0 million for a probable loss related to the previously disclosed legal matter In re Morning Song Bird Food Litigation in the “Income (loss) from discontinued operations, net of tax” line in the Consolidated Statements of Operations. Refer to “NOTE 19. CONTINGENCIES” for more information. During fiscal 2018, the Company recognized a charge of $11.7 million for a probable loss related to the previously disclosed legal matter In re Scotts EZ Seed Litigation in the “Impairment, restructuring and other” line in the Consolidated Statements of Operations. Refer to “NOTE 19. CONTINGENCIES” for more information. During fiscal 2017, the Company recognized a recovery of $4.4 million related to the reduction of a contingent consideration liability associated with a historical acquisition and recorded a $1.0 million impairment charge on the write-off of a trademark asset due to recent performance and future growth expectations within the “Impairment, restructuring and other” line in the Consolidated Statements of Operations. |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 12 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | GOODWILL AND INTANGIBLE ASSETS, NET The following table displays a rollforward of the carrying amount of goodwill by reportable segment: U.S. Consumer Hawthorne Other Total (In millions) Goodwill $ 213.7 $ 147.3 $ 12.7 $ 373.7 Accumulated impairment losses (1.8 ) — — (1.8 ) Balance at September 30, 2016 211.9 147.3 12.7 371.9 Acquisitions, net of purchase price adjustments (1.1 ) 67.6 (2.1 ) 64.4 Foreign currency translation — 4.7 0.6 5.3 Reallocation 17.3 (17.3 ) — — Goodwill $ 229.9 $ 202.3 $ 11.2 $ 443.4 Accumulated impairment losses (1.8 ) — — (1.8 ) Balance at September 30, 2017 228.1 202.3 11.2 441.6 Acquisitions, net of purchase price adjustments — 198.0 — 198.0 Foreign currency translation — (1.6 ) (0.4 ) (2.0 ) Impairment — (94.6 ) — (94.6 ) Goodwill $ 229.9 $ 398.7 $ 10.8 $ 639.4 Accumulated impairment losses (1.8 ) (94.6 ) — (96.4 ) Balance at September 30, 2018 $ 228.1 $ 304.1 $ 10.8 $ 543.0 The Company performed annual impairment testing as of the first day of its fourth fiscal quarter in fiscal 2018, 2017 and 2016 and, with the exception of the Hawthorne reporting unit in fiscal 2018, concluded that there were no impairments of goodwill as the estimated fair value of each reporting unit exceeded its carrying value. During the fourth quarter of fiscal 2018, the Company recognized a non-cash goodwill impairment charge of $94.6 million related to the Hawthorne reporting unit in the “Impairment, restructuring and other” line in the Consolidated Statements of Operations. The impairment was primarily driven by the downturn in the U.S. retail hydroponic market, which has continued longer than anticipated in the Company’s earlier forecasts, as well as the completion of the Company’s annual budget process. This impairment charge does not impact the Company’s liquidity, cash flows from operations or compliance with debt covenants. The fair value estimates utilize significant unobservable inputs and thus represent Level 3 nonrecurring fair value measurements. During fiscal 2017 there was a change in the Company’s internal organizational structure resulting from the Company’s divestiture of the International Business. This change in organizational structure resulted in a change in the Company’s operating segments and reporting units. The Company allocated goodwill to the new reporting units using a relative fair value approach, resulting in $17.3 million of goodwill reallocated from the Hawthorne segment to the U.S. Consumer segment during fiscal 2017. The following table presents intangible assets, net: September 30, 2018 September 30, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In millions) Finite-lived intangible assets: Tradenames $ 258.1 $ (37.8 ) $ 220.3 $ 176.7 $ (28.4 ) $ 148.3 Customer accounts 212.5 (43.2 ) 169.3 157.7 (28.0 ) 129.7 Technology 49.1 (34.4 ) 14.7 69.7 (52.8 ) 16.9 Other 24.4 (7.0 ) 17.4 59.5 (41.1 ) 18.4 Total finite-lived intangible assets, net 421.7 313.3 Indefinite-lived intangible assets: Indefinite-lived tradenames 168.2 168.2 Marketing Agreement Amendment 155.7 155.7 Brand Extension Agreement 111.7 111.7 Total indefinite-lived intangible assets 435.6 435.6 Total intangible assets, net $ 857.3 $ 748.9 During the third quarter of fiscal 2018, the Company’s Hawthorne segment recognized a non-cash impairment charge of $17.5 million related to the settlement of a portion of certain previously acquired customer relationships due to the acquisition of Sunlight Supply. During the fourth quarter of fiscal 2017, the Company completed its annual impairment review and recognized an impairment charge for a non-recurring fair value adjustment of $1.0 million within the U.S. Consumer segment related to a trademark asset. The fair value was calculated based upon the evaluation of the historical performance and future growth expectations of the trademark. The impact of the fair value adjustment was to reduce the carrying value of the definite-lived brand from $1.0 million to zero . No impairment of goodwill or other intangible assets were required. Total amortization expense for the years ended September 30, 2018 , 2017 , and 2016 was $30.0 million , $23.3 million and $15.7 million , respectively. Amortization expense is estimated to be as follows for the years ending September 30 (in millions): 2019 $ 33.7 2020 30.9 2021 29.1 2022 26.8 2023 25.4 |
DETAIL OF CERTAIN FINANCIAL STA
DETAIL OF CERTAIN FINANCIAL STATEMENT ACCOUNTS | 12 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DETAIL OF CERTAIN FINANCIAL STATEMENT ACCOUNTS | DETAIL OF CERTAIN FINANCIAL STATEMENT ACCOUNTS The following is detail of certain financial statement accounts: September 30, 2018 2017 (In millions) INVENTORIES: Finished goods $ 292.1 $ 210.6 Work-in-progress 60.1 57.6 Raw materials 129.2 139.3 $ 481.4 $ 407.5 September 30, 2018 2017 (In millions) PROPERTY, PLANT AND EQUIPMENT, NET: Land and improvements $ 122.8 $ 109.4 Buildings 249.1 209.7 Machinery and equipment 567.7 546.8 Furniture and fixtures 42.8 37.2 Software 99.9 106.0 Aircraft 16.6 8.3 Construction in progress 42.4 41.4 1,141.3 1,058.8 Less: accumulated depreciation (610.5 ) (591.1 ) $ 530.8 $ 467.7 OTHER ASSETS: Loans receivable $ 112.6 $ 110.4 Accrued pension, postretirement and executive retirement assets 44.0 25.1 Contingent consideration receivable 17.7 18.1 Bonnie Option 13.0 11.8 Unamortized debt issuance costs 9.6 8.2 Other 4.7 2.4 $ 201.6 $ 176.0 September 30, 2018 2017 (In millions) OTHER CURRENT LIABILITIES: Accrued restructuring and other $ 111.4 $ 10.4 Advertising and promotional accruals 52.5 23.8 Payroll and other compensation accruals 39.2 55.9 Accrued interest 16.7 16.4 Accrued insurance and claims 12.6 16.1 Accrued taxes 11.3 28.1 International Business divestiture accrual — 27.8 Other 85.9 69.8 $ 329.6 $ 248.3 OTHER NON-CURRENT LIABILITIES: Accrued pension, postretirement and executive retirement liabilities $ 75.7 $ 78.6 Deferred tax liabilities 69.6 157.5 Deferred licensing revenue 10.7 12.6 Other 20.5 12.2 $ 176.5 $ 260.9 September 30, 2018 2017 2016 (In millions) ACCUMULATED OTHER COMPREHENSIVE LOSS: Unrecognized gain (loss) on derivatives, net of tax of ($2.9), ($1.3) and $2.8, respectively $ 8.3 $ 2.0 $ (4.7 ) Pension and other postretirement liabilities, net of tax of $31.4, $33.4 and $41.2, respectively (45.6 ) (54.5 ) (66.9 ) Foreign currency translation adjustment (8.7 ) (16.7 ) (45.3 ) $ (46.0 ) $ (69.2 ) $ (116.9 ) |
MARKETING AGREEMENT
MARKETING AGREEMENT | 12 Months Ended |
Sep. 30, 2018 | |
Marketing Agreement [Abstract] | |
MARKETING AGREEMENT | MARKETING AGREEMENT The Scotts Company LLC (“Scotts LLC”) is the exclusive agent of Monsanto for the marketing and distribution of Monsanto’s consumer Roundup ® non-selective weedkiller products in the consumer lawn and garden market in certain countries pursuant to an Amended and Restated Exclusive Agency and Marketing Agreement (the “Original Marketing Agreement”). In consideration for the rights granted to the Company under the Original Marketing Agreement in 1998, the Company paid a marketing fee of $32.0 million to Monsanto. The Company deferred this amount on the basis that the payment will provide a future benefit through commissions that will be earned under the Original Marketing Agreement. The marketing fee was amortized over a period of 20 years and was fully amortized as of September 30, 2018. On May 15, 2015, the Company and Monsanto entered into an Amendment to the Original Marketing Agreement (the “Marketing Agreement Amendment”), a Lawn and Garden Brand Extension Agreement (the “Brand Extension Agreement”) and a Commercialization and Technology Agreement (the “Commercialization and Technology Agreement”). In consideration for these agreements, the Company paid $300.0 million to Monsanto and recorded this amount as intangible assets for which the related economic useful life is indefinite. On August 31, 2017, in connection with and as a condition to the consummation of the Company’s sale of its International Business, the Company entered into the Second Amended and Restated Agency and Marketing Agreement (the “Restated Marketing Agreement”) and the Amended and Restated Lawn and Garden Brand Extension Agreement - Americas (the “Restated Brand Extension Agreement”) to reflect the Company’s transfer and assignment to the purchaser of such business of the Company’s rights and responsibilities under the Original Marketing Agreement, as amended, and the Brand Extension Agreement relating to those countries subject to the sale. The Company included $32.6 million of the carrying amount of the intangible asset associated with the Marketing Agreement Amendment with the International Business disposal unit on the basis of the asset’s historical carrying amount and this amount was disposed of as part of the sale of the International Business. From 1998 until May 15, 2015, the Original Marketing Agreement covered the United States and other specified countries, including Australia, Austria, Belgium, Canada, France, Germany, the Netherlands and the United Kingdom. The Marketing Agreement Amendment expanded the covered territories and countries to include all countries other than Japan and countries subject to a comprehensive U.S. trade embargo or certain other embargoes and trade restrictions. The Restated Marketing Agreement further revised the covered territories and countries to only include Israel, China and every country throughout the Caribbean and the continents of North America and South America that is not subject to a comprehensive U.S. trade embargo or certain other embargoes and trade restrictions. Under the terms of the Restated Marketing Agreement, the Company is entitled to receive an annual commission from Monsanto as consideration for the performance of the Company’s duties as agent. The annual commission payable under the Restated Marketing Agreement is equal to (1) 50% of the actual earnings before interest and income taxes of Monsanto’s consumer Roundup ® business in the markets covered by the Restated Marketing Agreement for program years 2017 and 2018 and (2) 50% of the actual earnings before interest and income taxes of Monsanto’s consumer Roundup ® business in the markets covered by the Restated Marketing Agreement in excess of $40.0 million for program years 2019 and thereafter. The Restated Marketing Agreement also requires the Company to make annual payments of $18.0 million to Monsanto as a contribution against the overall expenses of its consumer Roundup ® business. Unless Monsanto terminates the Restated Marketing Agreement due to an event of default by the Company, upon a termination of the Restated Marketing Agreement by Monsanto, in addition to other remedies that may be available to the Company, the Restated Marketing Agreement requires a termination fee payable to the Company equal to the greater of (1) $175.0 million or (2) four times (A) the average of the program earnings before interest and income taxes for the three trailing program years prior to the year of termination, minus (B) $186.4 million (the “Termination Fee”). The Company may terminate the Restated Marketing Agreement upon a material breach of the Restated Marketing Agreement by Monsanto or upon a material fraud or material willful misconduct committed by Monsanto, among other potential remedies, and in the event of such a termination by the Company, Monsanto is required to pay to the Company an amount equal to the Termination Fee. Upon a significant decline in either (i) Monsanto’s consumer Roundup ® business of more than 25% compared to program year 2014; or (ii) the Roundup ® brand, subject to certain terms and conditions, the Company may either terminate the Restated Marketing Agreement or continue the Restated Marketing Agreement and be entitled to receive an additional commission amount. The Restated Marketing Agreement also provides the Company with additional rights and remedies, including the right to terminate the Restated Marketing Agreement in certain circumstances and the right to indemnification for product liability claims relating to its marketing and distribution of Monsanto’s consumer Roundup ® products in its capacity as Monsanto’s agent. The term of the Restated Marketing Agreement will continue indefinitely for all included markets unless and until otherwise terminated in accordance therewith. The Restated Brand Extension Agreement provides the Company an exclusive license in every country throughout the North American continent, South American continent, Central America, the Caribbean, Israel and China (in each case that is not subject to a comprehensive U.S. trade embargo or certain other embargoes and trade restrictions) to use the Roundup ® brand on additional products offered by the Company outside of the non-selective weedkiller category within the residential lawn and garden market. The application of the Roundup ® brand to these additional products is subject to a product review and approval process developed between the Company and Monsanto. Monsanto will maintain oversight of its brand, the handling of brand registrations covering these new products and new territories, as well as primary responsibility for brand enforcement. The Restated Brand Extension Agreement has a term of twenty years , which will automatically renew for additional successive twenty year terms, at the Company’s sole option, for no additional monetary consideration. The Commercialization and Technology Agreement provides for the Company and Monsanto to further develop and commercialize new products and technology developed at Monsanto and intended for introduction into the residential lawn and garden market. Under the Commercialization and Technology Agreement, the Company receives an exclusive first look at new Monsanto technology and products and an annual review of Monsanto’s developing products and technologies. The Commercialization and Technology Agreement has a term of thirty years (subject to early termination upon a termination event under the Restated Marketing Agreement or the Restated Brand Extension Agreement). Under the terms of the Restated Marketing Agreement, the Company performs sales, merchandising, warehousing and other selling and marketing services, on behalf of Monsanto in the conduct of its consumer Roundup ® business. The Company performs other services, including conversion services, pursuant to ancillary agreements. The actual costs incurred for these activities are charged to and reimbursed by Monsanto. The Company records costs incurred for which the Company is the primary obligor on a gross basis, recognizing such costs in the “Cost of sales” line and the reimbursement of these costs in the “Net sales” line in the Consolidated Statements of Operations, with no effect on gross profit dollars or net income. The gross commission earned under the Restated Marketing Agreement, the contribution payments to Monsanto and the amortization of the initial marketing fee paid to Monsanto in 1998 are included in the calculation of net sales in the Company’s Consolidated Statements of Operations. The elements of the net commission and reimbursements earned under the Restated Marketing Agreement and included in “Net sales” are as follows: Year Ended September 30 2018 2017 2016 (In millions) Gross commission $ 80.5 $ 87.7 $ 97.9 Contribution expenses (18.0 ) (18.0 ) (18.0 ) Amortization of marketing fee (0.8 ) (0.8 ) (0.8 ) Net commission 61.7 68.9 79.1 Reimbursements associated with Restated Marketing Agreement 54.5 56.1 55.8 Total net sales associated with Restated Marketing Agreement $ 116.2 $ 125.0 $ 134.9 |
ACQUISITIONS AND INVESTMENTS
ACQUISITIONS AND INVESTMENTS | 12 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND INVESTMENTS | ACQUISITIONS AND INVESTMENTS FISCAL 2018 Sunlight Supply On June 4, 2018 , the Company’s Hawthorne segment acquired substantially all of the assets and certain liabilities of Sunlight Supply, Inc., Sunlight Garden Supply, Inc., Sunlight Garden Supply, ULC, and IP Holdings, LLC, and all of the issued and outstanding equity interests of Columbia River Industrial Holdings, LLC (collectively “Sunlight Supply”). Sunlight Supply, based in Vancouver, Washington, is a leading developer, manufacturer, marketer and distributer of horticultural, organics, lighting, and hydroponics products. Prior to the transaction, Sunlight Supply served as a non-exclusive distributor of the Company. The estimated purchase price of Sunlight Supply was $459.1 million , a portion of which was paid by the issuance of 0.3 million Common Shares, a non-cash investing and financing activity, with a fair value of $23.4 million based on the average share price at the time of payment. The purchase price included contingent consideration, a non-cash investing activity, with an initial fair value of $3.1 million and a maximum payout of $20.0 million , which will be paid by the Company contingent on the achievement of certain performance metrics of the Company through the one year anniversary of the closing date. The purchase price is also subject to a post-closing net working capital adjustment for which the Company has accrued $7.4 million as of September 30, 2018 in the “Other current liabilities” line in the Consolidated Balance Sheets related to the expected obligation for this net working capital adjustment. The preliminary valuation of the acquired assets included (i) $7.6 million of cash, prepaid and other current assets, (ii) $20.3 million of accounts receivable, (iii) $84.3 million of inventory, (iv) $64.4 million of fixed assets, (v) $13.7 million of accounts payable and other current liabilities, (vi) $151.1 million of finite-lived identifiable intangible assets, and (vii) $145.1 million of tax-deductible goodwill. Identifiable intangible assets included tradenames of $65.1 million , customer relationships of $84.1 million and non-competes of $1.9 million with useful lives ranging between 5 and 25 years. The estimated fair values of the identifiable intangible assets were determined using an income-based approach, which includes market participant expectations of cash flows that an asset will generate over the remaining useful life discounted to present value using an appropriate discount rate. Certain estimated values for the acquisition, including goodwill, intangible assets, and property, plant and equipment, are not yet finalized and are subject to revision as additional information becomes available and more detailed analysis is completed. The contingent consideration related to the Sunlight Supply acquisition is required to be accounted for as a derivative instrument and is recorded at fair value in the “Other current liabilities” line in the Consolidated Balance Sheets, with changes in fair value recognized in the “Impairment, restructuring and other” line in the Consolidated Statements of Operations. The estimated fair value of the contingent consideration was $0.9 million as of September 30, 2018 and the fair value measurement was classified in Level 3 of the fair value hierarchy. The acquisition of Sunlight Supply also resulted in the settlement of a portion of certain previously acquired customer relationships, which resulted in a non-cash impairment charge of $17.5 million recognized in the “Impairment, restructuring and other” line in the Consolidated Statements of Operations to reduce the carrying value of these previously acquired customer relationship intangible assets to an estimated fair value of $30.9 million . The estimated fair value was determined using an income-based approach, which includes market participant expectations of cash flows that an asset will generate over the remaining useful life discounted to present value using an appropriate discount rate, and has been included as part of goodwill at September 30, 2018 . Additionally, the Company reduced the value of deferred tax liabilities associated with the write-off of these previously acquired customer relationship intangible assets by $7.3 million , which was recognized in the “Income tax expense (benefit) from continuing operations” line in the Consolidated Statement of Operations for fiscal 2018 . Net sales for Sunlight Supply included within the Hawthorne segment for fiscal 2018 were $97.3 million . The following unaudited pro forma information presents the combined results of operations as if the acquisition of Sunlight Supply had occurred at the beginning of fiscal 2017. Sunlight Supply’s pre-acquisition results have been added to the Company’s historical results. The pro forma results contained in the table below include adjustments for (i) the elimination of intercompany sales, (ii) amortization of acquired intangibles, (iii) increased depreciation expense as a result of acquisition date fair value adjustments, (iv) increased cost of goods sold for fiscal 2017 and decreased cost of goods sold for fiscal 2018 related to the acquisition date inventory fair value adjustment, (v) increased interest expense related to the financing of the acquisition, (vi) removal of the non-cash impairment charge of $17.5 million during the third quarter of fiscal 2018 related to the settlement of a portion of certain previously acquired customer relationships due to the acquisition of Sunlight Supply, (vii) adjustments to tax expense based on condensed consolidated pro forma results, and (viii) the impact of additional Common Shares issued as a result of the acquisition. The pro forma information does not reflect the realization of any potential cost savings or other synergies from the acquisition as a result of restructuring activities and other cost savings initiatives. These pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations as they would have been had the acquisitions occurred on the assumed dates, nor are they necessarily an indication of future operating results. Year Ended September 30 Unaudited Consolidated Pro Forma Results 2018 2017 (In millions, except for common share data) Proforma net sales $ 2,879.7 $ 3,032.4 Proforma net income attributable to controlling interest 90.0 228.5 Proforma diluted net income per common share 1.57 3.78 Gavita On May 26, 2016 , the Company’s Hawthorne segment acquired majority control and a 75% economic interest in Gavita. Gavita’s former ownership group initially retained a 25% noncontrolling interest in Gavita consisting of ownership of 5% of the outstanding shares of Gavita and a loan with interest payable based on distributions by Gavita. The loan was recorded at fair value in the “Long-term debt” line in the Consolidated Balance Sheets. On October 2, 2017 , the Company’s Hawthorne segment acquired the remaining 25% noncontrolling interest in Gavita, including Agrolux, for $69.2 million , plus payment of contingent consideration of $3.0 million . The carrying value of the 25% noncontrolling interest consisted of long-term debt of $55.6 million and noncontrolling interest of $7.9 million . The difference between purchase price and carrying value of $5.7 million was recognized in the “Common shares and capital in excess of $0.01 stated value per share” line within “Total equity—controlling interest” in the Consolidated Balance Sheets. Can-Filters On October 11, 2017 , the Company’s Hawthorne segment completed the acquisition of substantially all of the U.S. and Canadian assets of Can-Filters Group Inc. (“Can-Filters”) for $74.1 million . Based in British Columbia, Can-Filters is a leading wholesaler of ventilation products for indoor and hydroponic gardening and industrial markets worldwide. The valuation of the acquired assets included (i) $1.5 million of cash, prepaid and other current assets, (ii) $7.7 million of inventory and accounts receivable, (iii) $4.4 million of fixed assets, (iv) $0.7 million of accounts payable and other current liabilities, (v) $39.7 million of finite-lived identifiable intangible assets, and (vi) $21.5 million of tax-deductible goodwill. Identifiable intangible assets included tradenames and customer relationships with useful lives of 25 years. The estimated fair value of the identifiable intangible assets were determined using an income-based approach, which includes market participant expectations of cash flows that an asset will generate over the remaining useful life discounted to present value using an appropriate discount rate. Net sales for Can-Filters included within the Hawthorne segment for fiscal 2018 were $10.7 million . FISCAL 2017 Agrolux On May 26, 2017 , the Company’s majority-owned subsidiary Gavita completed the acquisition of Agrolux for $21.8 million . Based in the Netherlands, Agrolux is a worldwide supplier of horticultural lighting. The purchase price included contingent consideration, a non-cash investing activity, with a maximum payout and initial fair value of $5.2 million , which was paid during the third quarter of fiscal 2018. The valuation of the acquired assets included (i) $8.0 million of cash, prepaid and other current assets, (ii) $9.9 million of inventory and accounts receivable, (iii) $0.5 million of fixed assets, (iv) $8.6 million of accounts payable and other current liabilities, (v) $6.7 million of short-term debt, (vi) $16.1 million of finite-lived identifiable intangible assets, (vii) $6.6 million of non-deductible goodwill, and (viii) $4.0 million of deferred tax liabilities. Identifiable intangible assets included tradenames and customer relationships with useful lives ranging between 10 and 20 years. The estimated fair values of the identifiable intangible assets were determined using an income-based approach, which includes market participant expectations of cash flows that an asset will generate over the remaining useful life discounted to present value using an appropriate discount rate. Net sales for Agrolux included within the Hawthorne segment for fiscal 2018 and fiscal 2017 were $53.2 million and $16.4 million , respectively. Botanicare On October 3, 2016 , the Company’s Hawthorne segment completed the acquisition of Botanicare, an Arizona-based leading producer of plant nutrients, plant supplements and growing systems used for hydroponic gardening, for $92.6 million . The purchase price included contingent consideration, a non-cash investing activity, of $15.5 million , which was paid during the third quarter of fiscal 2017. The valuation of the acquired assets included (i) $1.2 million of cash, prepaid and other current assets, (ii) $8.4 million of inventory and accounts receivable, (iii) $1.4 million of fixed assets, (iv) $2.3 million of accounts payable and other current liabilities, (v) $53.0 million of finite-lived identifiable intangible assets, and (vi) $30.9 million of tax-deductible goodwill. Identifiable intangible assets included tradenames, customer relationships and non-compete arrangements with useful lives ranging between 5 and 25 years. The estimated fair values of the identifiable intangible assets were determined using an income-based approach, which includes market participant expectations of cash flows that an asset will generate over the remaining useful life discounted to present value using an appropriate discount rate. Other On August 11, 2017 , the Company’s Hawthorne segment completed the acquisition of substantially all of the assets of the exclusive manufacturer and formulator of branded Botanicare products for $32.0 million . The valuation of the acquired assets included (i) $0.3 million of inventory, (ii) $5.0 million of finite-lived identifiable intangible assets, and (iii) $26.7 million of tax-deductible goodwill. Identifiable intangible assets included manufacturing know-how and non-compete agreements with useful lives ranging between 5 and 10 years. The estimated fair values of the identifiable intangible assets were determined using an income-based approach, which includes market participant expectations of cash flows that an asset will generate over the remaining useful life discounted to present value using an appropriate discount rate. During the first quarter of fiscal 2017, the Company’s U.S. Consumer segment completed two acquisitions of companies whose products support the Company’s focus on the emerging areas of water positive landscapes and internet-enabled technology for an aggregate purchase price of $3.2 million . The valuation of the acquired assets for the transactions included finite-lived identifiable intangible assets and goodwill of $2.8 million . During the third quarter of fiscal 2017, the Company’s Hawthorne segment completed the acquisition of a company focused on the technology supporting hydroponic growing systems for an aggregate purchase price of $3.5 million , which included finite-lived identifiable intangible assets of $3.2 million . FISCAL 2016 Gavita On May 26, 2016 , the Company’s Hawthorne segment acquired majority control and a 75% economic interest in Gavita for $136.2 million . The remaining 25% interest was initially retained by Gavita’s former ownership group. Gavita, which is based in the Netherlands, is a leading producer and marketer of indoor lighting used in the greenhouse and hydroponic markets, predominately in the United States and Europe. The purchase price included contingent consideration, a non-cash investing activity, with an initial fair value of $2.5 million , which was paid during the first quarter of fiscal 2018. The valuation of the acquired assets included (i) $6.4 million of cash, prepaid and other current assets, (ii) $37.9 million of inventory and accounts receivable, (iii) $1.3 million of fixed assets, (iv) $18.7 million of accounts payable and other current liabilities, (v) $5.5 million of short-term debt, (vi) $102.6 million of finite-lived identifiable intangible assets, (vii) $83.3 million of non-deductible goodwill, and (viii) $25.7 million of deferred tax liabilities. Identifiable intangible assets included tradenames, customer relationships and non-compete arrangements with useful lives ranging between 5 and 25 years. The estimated fair values of the identifiable intangible assets were determined using an income-based approach, which includes market participant expectations of cash flows that an asset will generate over the remaining useful life discounted to present value using an appropriate discount rate. Other During the third quarter of fiscal 2016, the Company completed an acquisition within the Other segment to expand its Canadian growing media operations for an estimated purchase price of $33.9 million . The initial purchase price included contingent consideration, a non-cash investing activity, with an estimated fair value of $10.8 million , of which $6.5 million was paid during the first quarter of fiscal 2017, and the remaining $4.3 million has been adjusted and reclassified to the acquired assets. The valuation of the acquired assets included (i) $4.7 million of inventory and accounts receivable, (ii) $18.5 million of fixed assets, (iii) $9.3 million of finite-lived identifiable intangible assets, (iv) $1.2 million of deferred tax liabilities, and (v) an investment in an unconsolidated joint venture of $0.5 million . Identifiable intangible assets included peat bog lease rights, tradenames, customer relationships and non-compete arrangements with useful lives ranging between 5 and 25 years. The estimated fair values of the identifiable intangible assets were determined using an income-based approach, which includes market participant expectations of cash flows that an asset will generate over the remaining useful life discounted to present value using an appropriate discount rate. During the second quarter of fiscal 2016, the Company entered into definitive agreements with Bonnie and its sole shareholder AFC, providing for the Company’s participation in the Bonnie Business. The Company’s participation includes a Term Loan Agreement from the Company to AFC, with Bonnie as guarantor, in the amount of $72.0 million with a fixed coupon rate of 6.95% (the “Term Loan”) as well as a Services Agreement pursuant to which the Company provides marketing, research and development and certain ancillary services to Bonnie for a commission fee based on the profits of the Bonnie Business and the reimbursement of certain costs. These agreements also include options beginning in fiscal 2020 that provide for either (i) the Company to increase its economic interest in the Bonnie Business (the “Bonnie Option”) or (ii) AFC and Bonnie to repurchase the Company’s economic interest in the Bonnie Business. During fiscal 2018 , fiscal 2017 and fiscal 2016 , the Company recognized commission income of $2.9 million , $2.2 million and $3.6 million , respectively, and cost reimbursements of $2.0 million , $2.6 million and $0.6 million , respectively. The Bonnie Option is required to be accounted for as a derivative instrument and is recorded at fair value in the “Other assets” line in the Consolidated Balance Sheets, with changes in fair value recognized in the “Other income, net” line in the Consolidated Statements of Operations. The estimated fair value of the Bonnie Option was $13.0 million and $11.8 million as of September 30, 2018 and 2017 , respectively, and the fair value measurement was classified in Level 3 of the fair value hierarchy. The consolidated financial statements include the results of operations for these business combinations from the date of each acquisition. |
INVESTMENT IN UNCONSOLIDATED AF
INVESTMENT IN UNCONSOLIDATED AFFILIATES | 12 Months Ended |
Sep. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN UNCONSOLIDATED AFFILIATES | INVESTMENT IN UNCONSOLIDATED AFFILIATES As of September 30, 2018 , the Company held a minority equity interest of approximately 30% in the TruGreen Joint Venture. In addition, the Company and TruGreen Holdings are parties to a limited liability company agreement (the “LLC Agreement”) governing the management of the TruGreen Joint Venture, as well as certain ancillary agreements including a transition services agreement and an employee leasing agreement. The LLC Agreement provides the Company with minority representation on the board of directors of the TruGreen Joint Venture. The Company’s interest had an initial fair value of $294.0 million and is accounted for using the equity method of accounting. In the first quarter of fiscal 2018, the Company’s net investment and advances were reduced to a liability and the Company no longer records its proportionate share of the TruGreen Joint Venture earnings in the Consolidated Statements of Operations until the Company’s net investment and advances are no longer a liability. The Company does not have any contractual obligations to fund losses of the TruGreen Joint Venture. In connection with the closing of the transactions contemplated by the Contribution Agreement on April 13, 2016, the TruGreen Joint Venture obtained debt financing and made a distribution of $196.2 million to the Company and the Company invested $18.0 million in second lien term loan financing to the TruGreen Joint Venture. The second lien term loan receivable had a carrying value of $18.1 million at September 30, 2018 and 2017 and is recorded in the “Other assets” line in the Consolidated Balance Sheets. The Company was reimbursed $1.4 million , $40.2 million and $52.6 million during fiscal 2018 , fiscal 2017 and fiscal 2016 , respectively, and had accounts receivable of $0.2 million and $0.4 million at September 30, 2018 and 2017 , respectively, for expenses incurred pursuant to a short-term transition services agreement, payments on claims associated with insurance programs and an employee leasing agreement. The Company received distributions from unconsolidated affiliates intended to cover required tax payments of zero , $3.6 million and $7.5 million during fiscal 2018 , fiscal 2017 and fiscal 2016 , respectively. The Company also had an indemnification asset of $2.7 million and $4.8 million at September 30, 2018 and 2017 , respectively, for future payments on claims associated with insurance programs. During the fourth quarter of fiscal 2017 , the Company received an $87.1 million distribution from the TruGreen Joint Venture in connection with its August 2017 debt refinancing. The Company has received cumulative distributions from the TruGreen Joint Venture in excess of its investment balance, which resulted in an amount recorded in the “Distributions in excess of investment in unconsolidated affiliate” line in the Consolidated Balance Sheets of $21.9 million at September 30, 2018 and 2017 . In accordance with the applicable accounting guidance, the Company has classified the negative balance in the liability section of the Consolidated Balance Sheets. During the fourth quarter of fiscal 2017, the Company made a $29.4 million investment in an unconsolidated subsidiary whose products support the professional U.S. industrial, turf and ornamental market (the “IT&O Joint Venture”). The Company provided the IT&O Joint Venture with line of credit financing of $14.3 million during fiscal 2018 , which was fully repaid as of September 30, 2018 . The following tables present summarized financial information of the Company’s unconsolidated affiliates: September 30, 2018 2017 (In millions) Cash and cash equivalents $ 110.6 $ 26.4 Other current assets 198.6 180.9 Intangible assets, net 809.8 860.7 Goodwill 199.8 184.0 Other assets 222.5 229.5 Total assets $ 1,541.3 $ 1,481.5 Current liabilities $ 276.5 $ 221.0 Current portion of debt 12.5 15.5 Long-term debt 981.9 987.5 Other liabilities 56.7 57.9 Equity 213.7 199.6 Total liabilities and equity $ 1,541.3 $ 1,481.5 Year Ended September 30, 2018 2017 2016 (in millions) Revenue $ 1,427.4 $ 1,340.2 $ 808.4 Gross margin 475.0 429.7 287.5 Selling and administrative expenses 330.2 316.8 167.8 Amortization expense 62.0 72.8 27.1 Interest expense 74.5 69.9 30.8 Restructuring and other charges 14.6 67.5 34.8 Net (loss) income $ (6.3 ) $ (97.3 ) $ 27.0 Net income (loss) does not include income taxes, which are recognized and paid by the partners of the unconsolidated affiliates. The income taxes associated with the Company’s share of net income (loss) have been recorded in the “Income tax expense (benefit) from continuing operations” line in the Consolidated Statement of Operations. The Company recognized equity in (income) loss of unconsolidated affiliates of $(4.9) million , $29.0 million and $(7.8) million in fiscal 2018 , fiscal 2017 and fiscal 2016 , respectively. Included within (income) loss of unconsolidated affiliates for fiscal 2017 and fiscal 2016 , respectively, is the Company’s $25.2 million and $11.7 million share of restructuring and other charges incurred by the TruGreen Joint Venture. For fiscal 2017 , these charges included $1.3 million for transaction costs, $12.1 million for nonrecurring integration and separation costs, $7.2 million of costs associated with the TruGreen Joint Venture’s August 2017 debt refinancing and $4.6 million for a non-cash purchase accounting fair value write-down adjustment related to deferred revenue and advertising. For fiscal 2016 , these charges included $6.0 million for transaction costs, $4.4 million for nonrecurring integration and separation costs and $1.3 million for a non-cash purchase accounting fair value write-down adjustment related to deferred revenue and advertising. |
RETIREMENT PLANS
RETIREMENT PLANS | 12 Months Ended |
Sep. 30, 2018 | |
Retirement Benefits [Abstract] | |
RETIREMENT PLANS | RETIREMENT PLANS The Company sponsors a defined contribution 401(k) plan for substantially all U.S. associates. The Company matches 150% of associates’ initial 4% contribution and 50% of their remaining contribution up to 6% . The Company may make additional discretionary profit sharing matching contributions to eligible employees on their initial 4% contribution. The Company recorded charges of $15.3 million , $13.9 million and $13.0 million under the plan in fiscal 2018 , fiscal 2017 and fiscal 2016 , respectively. The Company sponsors two defined benefit pension plans for certain U.S. associates. Benefits under these plans have been frozen and closed to new associates since 1997. The benefits under the primary plan are based on years of service and the associates’ average final compensation or stated amounts. The Company’s funding policy, consistent with statutory requirements and tax considerations, is based on actuarial computations using the Projected Unit Credit method. The second frozen plan is a non-qualified supplemental pension plan. This plan provides for incremental pension payments so that total pension payments equal amounts that would have been payable from the Company’s pension plan if it were not for limitations imposed by the income tax regulations. The Company sponsors defined benefit pension plans associated with its former international businesses in the United Kingdom and Germany. These plans provide retirement benefits primarily based on years of service and compensation levels. On July 1, 2010, the Company froze its two United Kingdom defined benefit pension plans and transferred participants to an amended defined contribution plan. Prior to August 31, 2017, participants were no longer credited for service; however, salary increases continued to be factored into each participant’s final pension benefit. In connection with the sale of the International Business on August 31, 2017, the Company (1) retained all obligations related to the two United Kingdom defined benefit pension plans provided that future salary increases are no longer factored into each participant’s final pension benefit, (2) retained the Germany defined benefit pension obligations associated with inactive participants and (3) disposed of the Germany defined benefit pension obligations associated with active participants and all obligations associated with the France defined benefit pension plans. These changes resulted in a decrease in the projected benefit obligation of $7.1 million during fiscal 2017. The Company recognized a settlement charge of $1.4 million during fiscal 2017 as part of the gain on the sale of the International Business in the “Income (loss) from discontinued operations, net of tax” line in the Consolidated Statements of Operations. The following tables present information about benefit obligations, plan assets, annual expense, assumptions and other information about the Company’s defined benefit pension plans. The defined benefit pension plans are valued using a September 30 measurement date. U.S. Defined Benefit Pension Plans International Defined Benefit Pension Plans 2018 2017 2018 2017 (In millions) Change in projected benefit obligation: Benefit obligation at beginning of year $ 110.0 $ 118.2 $ 190.7 $ 206.2 Service cost — — — 0.9 Interest cost 3.1 2.8 4.2 3.7 Actuarial (gain) loss (5.8 ) (3.8 ) (6.8 ) (13.0 ) Benefits paid (7.2 ) (7.2 ) (8.2 ) (6.0 ) Divestiture — — — (7.1 ) Other — — — (0.8 ) Foreign currency translation — — (4.9 ) 6.8 Projected benefit obligation at end of year $ 100.1 $ 110.0 $ 175.0 $ 190.7 Accumulated benefit obligation at end of year $ 100.1 $ 110.0 $ 175.0 $ 190.7 Change in plan assets: Fair value of plan assets at beginning of year $ 87.5 $ 89.4 $ 181.2 $ 173.9 Actual return on plan assets 0.2 5.0 6.5 2.2 Employer contribution 0.2 0.3 7.7 5.6 Benefits paid (7.2 ) (7.2 ) (8.2 ) (6.0 ) Foreign currency translation — — (5.7 ) 6.3 Other — — — (0.8 ) Fair value of plan assets at end of year $ 80.7 $ 87.5 $ 181.5 $ 181.2 Overfunded (underfunded) status at end of year $ (19.4 ) $ (22.5 ) $ 6.5 $ (9.5 ) Information for pension plans with an accumulated benefit obligation in excess of plan assets: Projected benefit obligation $ 100.1 $ 110.0 $ 18.1 $ 190.7 Accumulated benefit obligation 100.1 110.0 18.1 190.7 Fair value of plan assets 80.7 87.5 — 181.2 Amounts recognized in the Consolidated Balance Sheets consist of: Noncurrent assets $ — $ — $ 24.7 $ 9.4 Current liabilities (0.2 ) (0.2 ) (1.0 ) (0.9 ) Noncurrent liabilities (19.2 ) (22.3 ) (17.2 ) (17.9 ) Total amount accrued $ (19.4 ) $ (22.5 ) $ 6.5 $ (9.4 ) Amounts recognized in accumulated other comprehensive loss consist of: Actuarial loss $ 37.9 $ 40.7 $ 42.6 $ 50.8 Total amount recognized $ 37.9 $ 40.7 $ 42.6 $ 50.8 U.S. Defined International 2018 2017 2018 2017 (In millions, except percentage figures) Total change in other comprehensive loss attributable to: Pension benefit gain during the period $ 1.3 $ 4.0 $ 5.9 $ 9.8 Reclassification of pension benefit losses to net income 1.5 1.7 1.1 1.9 Settlement loss during the period — — — 1.4 Foreign currency translation — — 1.2 (1.7 ) Total change in other comprehensive loss $ 2.8 $ 5.7 $ 8.2 $ 11.4 Amounts in accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost in fiscal 2019 are as follows: Actuarial loss $ 1.5 $ 0.9 Amount to be amortized into net periodic benefit cost $ 1.5 $ 0.9 Weighted average assumptions used in development of projected benefit obligation: Discount rate 3.95 % 3.41 % 2.57 % 2.47 % U.S. Defined Benefit Pension Plans International Defined Benefit Pension Plans 2018 2017 2016 2018 2017 2016 (In millions, except percentage figures) Components of net periodic benefit (income) cost: Service cost $ — $ — $ — $ — $ 0.9 $ 0.9 Interest cost 3.1 2.8 4.3 4.2 3.7 6.3 Expected return on plan assets (4.6 ) (4.9 ) (5.0 ) (7.2 ) (7.7 ) (7.3 ) Net amortization 1.5 1.7 1.8 1.1 1.8 1.5 Net periodic benefit (income) cost — (0.4 ) 1.1 (1.9 ) (1.3 ) 1.4 Settlement — — — — 1.4 — Total benefit (income) cost $ — $ (0.4 ) $ 1.1 $ (1.9 ) $ 0.1 $ 1.4 Weighted average assumptions used in development of net periodic benefit (income) cost: Weighted average discount rate n/a n/a 3.81 % n/a n/a 3.58 % Weighted average discount rate - service cost n/a n/a n/a n/a 1.37 % n/a Weighted average discount rate - interest cost 2.87 % 2.44 % n/a 2.21 % 1.84 % n/a Expected return on plan assets 5.50 % 5.50 % 5.50 % 4.45 % 4.55 % 4.75 % Rate of compensation increase n/a n/a n/a n/a 3.50 % 3.53 % U.S. Defined Benefit Pension Plans International Defined Benefit Pension Plans (In millions, except percentage figures) Other information: Plan asset allocations: Target for September 30, 2019: Equity securities 21 % 33 % Debt securities 75 % 64 % Real estate securities 4 % — % Cash and cash equivalents — % — % Insurance contracts — % 3 % September 30, 2018 Equity securities 22 % 34 % Debt securities 71 % 63 % Real estate securities 4 % — % Cash and cash equivalents 3 % 1 % Insurance contracts — % 2 % September 30, 2017 Equity securities 26 % 31 % Debt securities 67 % 66 % Real estate securities 4 % — % Cash and cash equivalents 3 % — % Insurance contracts — % 3 % Expected company contributions in fiscal 2019 $ 0.2 $ 6.6 Expected future benefit payments: 2019 $ 7.8 $ 5.2 2020 7.6 5.4 2021 7.5 5.6 2022 7.5 6.0 2023 7.4 6.3 2024 – 2028 34.4 35.0 The following tables set forth the fair value of the Company’s pension plan assets, segregated by level within the fair value hierarchy: September 30, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total (In millions) U.S. Defined Benefit Pension Plan Assets Cash and cash equivalents $ 2.6 $ — $ — $ 2.6 Mutual funds—real estate — 3.2 — 3.2 Mutual funds—equities — 18.0 — 18.0 Mutual funds—fixed income — 56.9 — 56.9 Total $ 2.6 $ 78.1 $ — $ 80.7 International Defined Benefit Pension Plan Assets Cash and cash equivalents $ 1.0 $ — $ — $ 1.0 Insurance contracts — 4.5 — 4.5 Mutual funds—equities — 61.2 — 61.2 Mutual funds—fixed income — 114.8 — 114.8 Total $ 1.0 $ 180.5 $ — $ 181.5 September 30, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total (In millions) U.S. Defined Benefit Pension Plan Assets Cash and cash equivalents $ 2.4 $ — $ — $ 2.4 Mutual funds—real estate — 3.7 — 3.7 Mutual funds—equities — 22.5 — 22.5 Mutual funds—fixed income — 58.9 — 58.9 Total $ 2.4 $ 85.1 $ — $ 87.5 International Defined Benefit Pension Plan Assets Cash and cash equivalents $ 0.4 $ — $ — $ 0.4 Insurance contracts — 4.7 — 4.7 Mutual funds—equities — 56.7 — 56.7 Mutual funds—fixed income — 119.4 — 119.4 Total $ 0.4 $ 180.8 $ — $ 181.2 The fair value of the mutual funds are valued at the exchange-listed year end closing price or at the net asset value of shares held by the fund at the end of the year. Insurance contracts are valued by discounting the related cash flows using a current year end market rate or at cash surrender value, which is presumed to equal fair value. Investment Strategy Target allocation percentages among various asset classes are maintained based on an individual investment policy established for each of the various pension plans. Asset allocations are designed to achieve long-term objectives of return while mitigating against downside risk and considering expected cash requirements necessary to fund benefit payments. However, the Company cannot predict future investment returns and therefore cannot determine whether future pension plan funding requirements could materially and adversely affect its financial condition, results of operations or cash flows. Basis for Long-Term Rate of Return on Asset Assumptions The Company’s expected long-term rate of return on asset assumptions are derived from studies conducted by third parties. The studies include a review of anticipated future long-term performance of individual asset classes and consideration of the appropriate asset allocation strategy given the anticipated requirements of the plans to determine the average rate of earnings expected. While the studies give appropriate consideration to recent fund performance and historical returns, the assumptions primarily represent expectations about future rates of return over the long term. |
ASSOCIATE MEDICAL BENEFITS
ASSOCIATE MEDICAL BENEFITS | 12 Months Ended |
Sep. 30, 2018 | |
Defined Benefit Plan, Postretirement Medical Plan with Prescription Drug Benefits [Abstract] | |
ASSOCIATE MEDICAL BENEFITS | ASSOCIATE MEDICAL BENEFITS The Company provides comprehensive major medical benefits to certain of its retired associates and their dependents. Substantially all of the Company’s domestic associates who were hired before January 1, 1998 become eligible for these benefits if they retire at age 55 or older with more than ten years of service. The retiree medical plan requires certain minimum contributions from retired associates and includes provisions to limit the overall cost increases the Company is required to cover. The Company funds its portion of retiree medical benefits on a pay-as-you-go basis. The following table sets forth information about the retiree medical plan for domestic associates. The retiree medical plan is valued using a September 30 measurement date. 2018 2017 (In millions, except percentage figures) Change in Accumulated Plan Benefit Obligation (APBO): Benefit obligation at beginning of year $ 23.9 $ 26.2 Service cost 0.3 0.3 Interest cost 0.7 0.7 Plan participants’ contributions 0.3 0.3 Actuarial (gain) loss (1.9 ) (1.2 ) Benefits paid (1.9 ) (2.4 ) Benefit obligation at end of year $ 21.4 $ 23.9 Change in plan assets: Fair value of plan assets at beginning of year $ — $ — Employer contribution 1.6 2.1 Plan participants’ contributions 0.3 0.3 Gross benefits paid (1.9 ) (2.4 ) Fair value of plan assets at end of year $ — $ — Unfunded status at end of year $ (21.4 ) $ (23.9 ) Amounts recognized in the Consolidated Balance Sheets consist of: Current liabilities $ (1.8 ) $ (1.8 ) Noncurrent liabilities (19.6 ) (22.1 ) Total amount accrued $ (21.4 ) $ (23.9 ) Amounts recognized in accumulated other comprehensive loss consist of: Actuarial loss $ 1.1 $ 3.2 Unamortized prior service credit (4.7 ) (5.8 ) Total amount recognized $ (3.6 ) $ (2.6 ) Total change in other comprehensive loss attributable to: Benefit gain during the period $ (1.9 ) $ (1.1 ) Net amortization of prior service credit and actuarial loss during the year 0.9 0.7 Total change in other comprehensive loss (income) $ (1.0 ) $ (0.4 ) Discount rate used in development of APBO 4.17 % 3.56 % 2018 2017 2016 Components of net periodic benefit cost Service cost $ 0.3 $ 0.3 $ 0.2 Interest cost 0.7 0.7 1.0 Amortization of actuarial loss 0.2 0.4 0.1 Amortization of prior service credit (1.1 ) (1.1 ) (1.1 ) Total postretirement benefit cost $ 0.1 $ 0.3 $ 0.2 Discount rate used in development of net periodic benefit cost n/a n/a 4.03 % Discount rate used in development of service cost 3.71 % 3.44 % n/a Discount rate used in development of interest cost 2.96 % 2.56 % n/a The estimated actuarial loss and prior service credit that will be amortized from accumulated loss into net periodic benefit cost over the next fiscal year is zero and $1.1 million , respectively. For measurement as of September 30, 2018 , management has assumed that health care costs will increase at an annual rate of 6.50% , and thereafter decreasing 0.25% per year to an ultimate trend rate of 5.00% in 2024 . A 100 basis point increase or decrease in health cost trend rate assumptions would not have a material effect on the APBO as of September 30, 2018 . A 100 basis point increase or decrease in the health cost trend rate assumptions would not have a material effect on service or interest costs. The following benefit payments under the plan are expected to be paid by the Company and the retirees for the fiscal years indicated: Gross Benefit Payments Retiree Contributions Net Company Payments (In millions) 2019 $ 2.3 $ (0.5 ) $ 1.8 2020 2.4 (0.6 ) 1.8 2021 2.5 (0.7 ) 1.8 2022 2.5 (0.7 ) 1.8 2023 2.5 (0.7 ) 1.8 2024 – 2028 10.9 (3.3 ) 7.6 The Company also provides comprehensive major medical benefits to its associates. The Company is self-insured for certain health benefits up to $0.7 million per occurrence per individual. The cost of such benefits is recognized as expense in the period the claim is incurred. This cost was $31.2 million , $33.4 million and $31.8 million in fiscal 2018 , fiscal 2017 and fiscal 2016 , respectively. |
DEBT
DEBT | 12 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The components of debt are as follows: September 30, 2018 2017 (In millions) Credit Facilities: Revolving loans $ 492.2 $ 300.5 Term loans 790.0 273.8 Senior Notes – 5.250% 250.0 250.0 Senior Notes – 6.000% 400.0 400.0 Receivables facility 76.0 80.0 Other 17.5 105.4 Total debt 2,025.7 1,409.7 Less current portions 132.6 143.1 Less unamortized debt issuance costs 9.3 8.6 Long-term debt $ 1,883.8 $ 1,258.0 The Company’s debt matures as follows for each of the next five fiscal years and thereafter (in millions): 2019 $ 132.6 2020 40.9 2021 40.0 2022 40.0 2023 1,122.2 Thereafter 650.0 $ 2,025.7 Credit Facilities On October 29, 2015 , the Company entered into the fourth amended and restated credit agreement (the “former credit agreement”), that was subsequently superseded by the fifth amended and restated credit agreement discussed further below. The former credit agreement provided the Company and certain of its subsidiaries with five -year senior secured loan facilities in the aggregate principal amount of $1.9 billion that were comprised of a revolving credit facility of $1.6 billion and a term loan in the original principal amount of $300.0 million (the “former credit facilities”). The former credit agreement also provided the Company with the right to seek additional committed credit under the agreement in an aggregate amount of up to $500.0 million plus an unlimited additional amount, subject to certain specified financial and other conditions. Under the former credit agreement, the Company had the ability to obtain letters of credit up to $100.0 million . Borrowings under the former credit facilities could be made in various currencies, including U.S. dollars, euro, British pounds, Australian dollars and Canadian dollars. The terms of the former credit agreement included customary representations and warranties, affirmative and negative covenants, financial covenants and events of default. Under the terms of the former credit agreement, loans bore interest, at the Company’s election, at a rate per annum equal to either the ABR or Adjusted LIBO Rate (both as defined in the former credit agreement) plus the applicable margin. On July 5, 2018 , the Company entered into a fifth amended and restated credit agreement (the “Fifth 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 $2.3 billion , comprised of a revolving credit facility of $1.5 billion and a term loan in the original principal amount of $800.0 million (the “Fifth A&R Credit Facilities”). The Fifth A&R Credit Agreement also provides the Company with the right to seek additional committed credit under the agreement in an aggregate amount of up to $500.0 million plus an unlimited additional amount, subject to certain specified financial and other conditions. The Fifth A&R Credit Agreement replaces the former credit agreement, and will terminate on July 5, 2023 . The revolving credit facility is available for issuance of letters of credit up to $75.0 million . Borrowings under the Fifth A&R Credit Facilities may be made in various currencies, including U.S. dollars, euro, British pounds and Canadian dollars. The terms of the Fifth A&R Credit Agreement include customary representations and warranties, customary affirmative and negative covenants, customary financial covenants, and customary events of default. The proceeds of borrowings under the Fifth A&R Credit Facilities may be used: (i) to finance working capital requirements and other general corporate purposes of the Company and its subsidiaries; and (ii) to refinance the amounts outstanding under the former credit agreement. The former credit agreement would have terminated on October 29, 2020 , if it had not been amended and restated pursuant to the Fifth A&R Credit Agreement. Under the terms of the Fifth A&R Credit Agreement, loans made under the Fifth A&R Credit Facilities bear interest, at the Company’s election, at a rate per annum equal to either (i) the Alternate Base Rate plus the Applicable Spread (each, as defined in the Fifth A&R Credit Agreement) or (ii) the Adjusted LIBO Rate for the Interest Period in effect for such borrowing plus the Applicable Spread (all as defined in the Fifth A&R Credit Agreement). Swingline Loans bear interest at the applicable Swingline Rate set forth in the Fifth A&R Credit Agreement. The Fifth A&R Credit Facilities are guaranteed by and among the Company and certain of its domestic subsidiaries. The Fifth A&R Credit Agreement is secured by (i) a perfected first priority security interest in all of the accounts receivable, inventory and equipment of the Company and certain of the Company’s domestic subsidiaries and (ii) the pledge of all of the capital stock of certain of the Company’s domestic subsidiaries and a portion of the capital stock of certain of the Company’s foreign subsidiaries. The collateral does not include any of the Company’s or the Company’s subsidiaries’ intellectual property. At September 30, 2018 , the Company had letters of credit outstanding in the aggregate principal amount of $22.3 million , and $985.5 million of availability under Fifth A&R Credit Agreement. The weighted average interest rates on average borrowings under the Fifth A&R Credit Agreement and the former credit agreement were 4.0% , 3.9% and 3.5% for fiscal 2018 , fiscal 2017 and fiscal 2016 , respectively. The Fifth A&R Credit Agreement contains, among other obligations, an affirmative covenant regarding the Company’s leverage ratio on the last day of each quarter calculated as average total indebtedness, divided by the Company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”), as adjusted pursuant to the terms of the Fifth A&R Credit Agreement (“Adjusted EBITDA”). The maximum leverage ratio is: (i) 5.25 through the second quarter of fiscal 2019, (ii) 5.00 for the third quarter of fiscal 2019 through the first quarter of fiscal 2020, (iii) 4.75 for the second quarter of fiscal 2020 through the fourth quarter of fiscal 2020 and (iv) 4.50 for the first quarter of fiscal 2021 and thereafter. The Company’s leverage ratio was 4.23 at September 30, 2018 . The Fifth A&R Credit Agreement also contains an affirmative covenant regarding the Company’s interest coverage ratio determined as of the end of each of its fiscal quarters. The interest coverage ratio is calculated as Adjusted EBITDA divided by interest expense, as described in the Fifth A&R Credit Agreement, and excludes costs related to refinancings. The minimum interest coverage ratio was 3.00 for the twelve months ended September 30, 2018 . The Company’s interest coverage ratio was 5.55 for the twelve months ended September 30, 2018 . The Fifth A&R Credit Agreement allows the Company to make unlimited restricted payments (as defined in the Fifth A&R Credit Agreement), including dividend payments and Common Share repurchases, as long as the leverage ratio resulting from the making of such restricted payments is 4.00 or less. Otherwise, the Company may make further restricted payments in an aggregate amount for each fiscal year not to exceed the amount set forth in the Fifth A&R Credit Agreement for such fiscal year ( $200.0 million for fiscal 2019 and $225.0 million for fiscal 2020 and thereafter). Senior Notes - 5.250% On December 15, 2016 , Scotts Miracle-Gro issued $250.0 million aggregate principal amount of 5.250% senior notes due 2026 (the “ 5.250% Senior Notes”). The net proceeds of the offering were used to repay outstanding borrowings under the former credit facilities. 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. The 5.250% Senior Notes may be redeemed, in whole or in part, on or after December 15, 2021 at applicable redemption premiums. The 5.250% Senior Notes contain customary covenants and events of default and mature on December 15, 2026 . Substantially all of Scotts Miracle-Gro’s domestic subsidiaries serve as guarantors of the 5.250% Senior Notes. Senior Notes - 6.625% On December 15, 2015, Scotts Miracle-Gro redeemed all $200.0 million aggregate principal amount of its outstanding 6.625% senior notes due 2020 (the “ 6.625% Senior Notes”) paying a redemption price of $213.2 million , comprised of $6.6 million of accrued and unpaid interest, $6.6 million of call premium and $200.0 million for outstanding principal amount. The $6.6 million call premium charge was recognized within the “Costs related to refinancing” line on the Consolidated Statement of Operations in the first quarter of fiscal 2016. Additionally, the Company had $2.2 million in unamortized bond discount and issuance costs associated with the 6.625% Senior Notes that were written off and recognized in the “Costs related to refinancing” line on the Consolidated Statement of Operations in the first quarter of fiscal 2016. Senior Notes - 6.000% On October 13, 2015 , Scotts Miracle-Gro issued $400.0 million aggregate principal amount of 6.000% senior notes due 2023 (the “ 6.000% Senior Notes”). The net proceeds of the offering were used to repay outstanding borrowings under a prior credit agreement. The 6.000% 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 6.000% Senior Notes have interest payment dates of April 15 and October 15 of each year. The 6.000% Senior Notes may be redeemed, in whole or in part, on or after October 15, 2018 at applicable redemption premiums. The 6.000% Senior Notes contain customary covenants and events of default and mature on October 15, 2023 . Substantially all of Scotts Miracle-Gro’s domestic subsidiaries serve as guarantors of the 6.000% Senior Notes. Receivables Facility On September 25, 2015 , the Company entered into an amended and restated master accounts receivable purchase agreement (the “MARP Agreement”). The MARP Agreement provided for the discretionary sale by the Company, and the discretionary purchase by the participating banks, on a revolving basis, of accounts receivable generated by sales to three specified debtors in an aggregate amount not to exceed $400.0 million . The MARP Agreement terminated effective October 14, 2016 in accordance with its terms upon the Company’s repayment of its outstanding obligations thereunder using $133.5 million borrowed under the former credit agreement. On April 7, 2017 , the Company entered into a Master Repurchase Agreement (including the annexes thereto, the “Repurchase Agreement”) and a Master Framework Agreement (the “Framework Agreement” and, together with the Repurchase Agreement, the “Receivables Facility”). Under the Receivables Facility, the Company may sell a portfolio of available and eligible outstanding customer accounts receivable to the purchasers and simultaneously agree to repurchase the receivables on a weekly basis. The eligible accounts receivable consisted of up to $250.0 million in accounts receivable generated by sales to three specified customers. The repurchase price for customer accounts receivable bears interest at LIBOR (with a zero floor), as defined in the Repurchase Agreement, plus 0.90% . On August 25, 2017 , the Company entered into Amendment No. 1 to Master Framework Agreement, which (i) extended the expiration date of the Receivables Facility from August 25, 2017 to August 24, 2018 , (ii) defined the seasonal commitment period of the Receivables Facility as beginning on February 23, 2018 and ending on June 15, 2018 , (iii) increased the eligible amount of customer accounts receivable which may be sold from up to $250.0 million to up to $400.0 million and (iv) increased the commitment amount of the Receivables Facility during the seasonal commitment period from up to $100.0 million to up to $160.0 million . On August 24, 2018 , the Company entered into Amendment No. 1 to the Master Repurchase Agreement (the “Repurchase Amendment”) and Amendment No. 2 to Master Framework Agreement (the “Framework Amendment,” and together with the Repurchase Amendment, the “Amendments”). Under the Amendments, the eligible amount of customer accounts receivables which may be sold is $400.0 million and the commitment amount during the seasonal commitment period is $160.0 million . Among other things, the Amendments (i) extend the expiration date of the Receivables Facility from August 24, 2018 to August 23, 2019 (ii) define the seasonal commitment period of the Receivables Facility as beginning on February 22, 2019 and ending on June 21, 2019 and (iii) revises the repurchase price for customer accounts receivable to LIBOR (with a floor of zero ) plus 0.875% from LIBOR (with a floor of zero ) plus 0.90% . The Company accounts for the sale of receivables under the Receivables Facility as short-term debt and continues to carry the receivables on its Consolidated Balance Sheet, primarily as a result of the Company’s requirement to repurchase receivables sold. As of September 30, 2018 and 2017 , there were $76.0 million and $80.0 million , respectively, in borrowings on receivables pledged as collateral under the Receivables Facility, and the carrying value of the receivables pledged as collateral was $84.5 million and $88.9 million , respectively. As of September 30, 2018 and 2017 , there was $0.4 million and $11.1 million , respectively, of availability under the Receivables Facility. Other In connection with the acquisition of a controlling interest in Gavita during fiscal 2016, the Company recorded a loan to the noncontrolling ownership group of Gavita. The fair value of the loan was $55.6 million at September 30, 2017 . On October 2, 2017 , the Company’s Hawthorne segment acquired the remaining 25% noncontrolling interest in Gavita, which included extinguishment of the loan to the noncontrolling ownership group of Gavita with a fair value and carrying value of $55.6 million . Interest Rate Swap Agreements 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. The swap agreements had a maximum total U.S. dollar equivalent notional amount of $800.0 million and $1,100.0 million at September 30, 2018 and 2017, respectively. Interest payments made between the effective date and expiration date are hedged by the swap agreements, except as noted below. On October 12, 2018 , the Company executed interest rate swap agreements with notional amounts that adjust in accordance with a specified seasonal schedule and have a maximum total notional amount at any point in time of $500.0 million . These swap agreements have a fixed rate of approximately 2.93% beginning in October 2018 through expiration dates in June, July and October 2021. The notional amount, effective date, expiration date and rate of each of these swap agreements outstanding at September 30, 2018 are shown in the table below: Notional Amount Effective Expiration Fixed $ 150 (b) 2/7/2017 5/7/2019 2.12 % 50 (b) 2/7/2017 5/7/2019 2.25 % 50 2/28/2018 5/28/2019 2.01 % 200 (c) 12/20/2016 6/20/2019 2.12 % 250 (d) 1/8/2018 6/8/2020 2.09 % 100 6/20/2018 10/20/2020 2.15 % (a) The effective date refers to the date on which interest payments were first hedged by the applicable swap agreement. (b) Interest payments made during the three-month period of each year that begins with the month and day of the effective date are hedged by the swap agreement. (c) Interest payments made during the six-month period of each year that begins with the month and day of the effective date are hedged by the swap agreement. (d) Notional amount adjusts in accordance with a specified seasonal schedule. This represents the maximum notional amount at any point in time. Estimated Fair Values The methods and assumptions used to estimate the fair values of the Company’s debt instruments are described below: Credit Facilities The interest rate currently available to the Company fluctuates with the applicable LIBO rate, prime rate or Federal Funds Effective Rate and thus the carrying value is a reasonable estimate of fair value. The fair value measurement for the credit facilities was classified in Level 2 of the fair value hierarchy. 5.250% Senior Notes The fair value of the 5.250% Senior Notes was determined based on the trading of the 5.250% Senior Notes in the open market. The difference between the carrying value and the fair value of the 5.250% Senior Notes represents the premium or discount on that date. The fair value measurement for the 5.250% Senior Notes was classified in Level 1 of the fair value hierarchy. 6.000% Senior Notes The fair value of the 6.000% Senior Notes was determined based on the trading of the 6.000% Senior Notes in the open market. The difference between the carrying value and the fair value of the 6.000% Senior Notes represents the premium or discount on that date. The fair value measurement for the 6.000% Senior Notes was classified in Level 1 of the fair value hierarchy. Accounts Receivable Pledged The interest rate on the short-term debt associated with accounts receivable pledged under the Receivables Facility fluctuated with the applicable LIBOR and thus the carrying value is a reasonable estimate of fair value. The fair value measurement for the Receivables Facility was classified in Level 2 of the fair value hierarchy. The estimated fair values of the Company’s debt instruments are as follows: Year Ended September 30, 2018 2017 Carrying Amount Fair Value Carrying Amount Fair Value (In millions) Revolving loans $ 492.2 $ 492.2 $ 300.5 $ 300.5 Term loans 790.0 790.0 273.8 273.8 Senior Notes – 5.250% 250.0 239.4 250.0 264.4 Senior Notes – 6.000% 400.0 411.0 400.0 427.0 Receivables facility 76.0 76.0 80.0 80.0 Other 17.5 17.5 105.4 105.4 Weighted Average Interest Rate The weighted average interest rates on the Company’s debt were 4.3% , 4.6% and 4.4% for fiscal 2018 , fiscal 2017 and fiscal 2016 , respectively. |
EQUITY
EQUITY | 12 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
EQUITY | EQUITY Authorized and issued shares consisted of the following: September 30, 2018 2017 (In millions) Preferred shares, no par value: Authorized 0.2 shares 0.2 shares Issued 0.0 shares 0.0 shares Common shares, no par value, $.01 stated value per share: Authorized 100.0 shares 100.0 shares Issued 68.1 shares 68.1 shares In fiscal 1995, The Scotts Company merged with Stern’s Miracle-Gro Products, Inc. (“Miracle-Gro”). At September 30, 2018 , the former shareholders of Miracle-Gro, including the Hagedorn Partnership, L.P., owned approximately 27% of Scotts Miracle-Gro’s outstanding Common Shares on a fully diluted basis and, thus, have the ability to significantly influence the election of directors and other actions requiring the approval of Scotts Miracle-Gro’s shareholders. Under the terms of the merger agreement with Miracle-Gro, the former shareholders of Miracle-Gro may not collectively acquire, directly or indirectly, beneficial ownership of Voting Stock (as that term is defined in the Miracle-Gro merger agreement) representing more than 49% of the total voting power of the outstanding Voting Stock, except pursuant to a tender offer for 100% of that total voting power, which tender offer is made at a price per share which is not less than the market price per share on the last trading day before the announcement of the tender offer and is conditioned upon the receipt of at least 50% of the Voting Stock beneficially owned by shareholders of Scotts Miracle-Gro other than the former shareholders of Miracle-Gro and their affiliates and associates. Share Repurchases In August 2014 , the Scotts Miracle-Gro Board of Directors authorized the repurchase of up to $500.0 million of Common Shares over a five -year period (effective November 1, 2014 through September 30, 2019 ). On August 3, 2016 , Scotts Miracle-Gro announced that its Board of Directors authorized a $500.0 million increase to the share repurchase authorization ending on September 30, 2019 . The amended authorization allows for repurchases of Common Shares of up to $1.0 billion through September 30, 2019 . The authorization provides the Company with flexibility to purchase Common Shares from time to time in open market purchases or through privately negotiated transactions. All or part of the repurchases may be made under Rule 10b5-1 plans, which the Company may enter into from time to time and which enable the repurchases to occur on a more regular basis, or pursuant to accelerated share repurchases. The share repurchase authorization, which expires September 30, 2019 , may be suspended or discontinued at any time, and there can be no guarantee as to the timing or amount of any repurchases. During fiscal 2018 , fiscal 2017 and fiscal 2016, Scotts Miracle-Gro repurchased 3.5 million , 2.7 million and 1.8 million Common Shares for $323.1 million , $245.8 million and $130.8 million , respectively. From the inception of this share repurchase program in the fourth quarter of fiscal 2014 through September 30, 2018 , Scotts Miracle-Gro repurchased approximately 8.3 million Common Shares for $714.6 million . The “Treasury share purchases” line in the Consolidated Statements of Shareholders’ Equity also includes cash paid to tax authorities to satisfy statutory income tax withholding obligations related to share-based compensation of $3.0 million , $9.2 million and $6.6 million for fiscal 2018 , fiscal 2017 and fiscal 2016 , respectively. Acquisition of Sunlight Supply On June 4, 2018, Scotts Miracle-Gro issued 0.3 million Common Shares, which represented a carrying value of $20.7 million , out of its treasury shares for payment of a portion of the purchase price for the acquisition of Sunlight Supply. Gavita On October 2, 2017, the Company’s Hawthorne segment acquired the remaining 25% noncontrolling interest in Gavita, including Agrolux, for $69.2 million , plus payment of contingent consideration of $3.0 million . The carrying value of the 25% noncontrolling interest consisted of long-term debt of $55.6 million and noncontrolling interest of $7.9 million . The difference between purchase price and carrying value of $5.7 million was recognized in the “Common shares and capital in excess of $0.01 stated value per share” line within “Total equity—controlling interest” in the Consolidated Balance Sheets. Exercise of Outstanding AeroGrow Warrants On November 29, 2016 , the Company’s wholly-owned subsidiary SMG Growing Media, Inc. fully exercised its outstanding warrants to acquire additional shares of common stock of AeroGrow for an aggregate warrant exercise price of $47.8 million in exchange for the issuance of 21.6 million shares of common stock of AeroGrow, which increased the Company’s percentage ownership of AeroGrow’s outstanding shares of common stock (on a fully diluted basis) from 45% to 80% . The financial results of AeroGrow have been consolidated into the Company’s consolidated financial statements since the fourth quarter of fiscal 2014, when the Company obtained control of AeroGrow’s operations through increased involvement, influence and a working capital loan provided to AeroGrow. Following the exercise of the warrants, the Board of Directors of AeroGrow declared a $40.5 million distribution ( $1.21 per share) payable on January 3, 2017 to shareholders of record on December 20, 2016 . On January 3, 2017 , AeroGrow paid a distribution of $8.1 million to its noncontrolling interest holders. Other During fiscal 2016, Scotts Miracle-Gro issued 0.1 million Common Shares, which represented a carrying value of $4.2 million , out of its treasury shares for payment of contingent consideration related to the acquisition of Bio-Organic Solutions, Inc. (“Vermicrop”). Share-Based Awards Scotts Miracle-Gro grants share-based awards annually to officers and certain other employees of the Company and non-employee directors of Scotts Miracle-Gro. The share-based awards have consisted of stock options, restricted stock units, deferred stock units and performance-based awards. All of these share-based awards have been made under plans approved by the shareholders. Generally, employee share-based awards provide for three -year cliff vesting. Vesting for non-employee director awards is generally one year from the time of the award. Vesting of performance-based awards is dependent on service and achievement of specified performance targets. Share-based awards are forfeited if a holder terminates employment or service with the Company prior to the vesting date, except in cases where employees are eligible for accelerated vesting based on having satisfied retirement requirements relating to age and years of service. The Company estimates that 15% to 20% of its share-based awards will be forfeited based on an analysis of historical trends. This assumption is re-evaluated on an annual basis and adjusted as appropriate. Stock options have exercise prices equal to the market price of the underlying Common Shares on the date of grant with a term of 10 years. If available, Scotts Miracle-Gro will typically use treasury shares, or if not available, newly-issued Common Shares, in satisfaction of its share-based awards. On January 30, 2017 , the Company issued 0.5 million upfront performance-based award units, covering a five -year performance period, with an estimated fair value of $43.3 million on the date of grant to certain senior executives as part of its Project Focus initiative. These awards provide for a five -year vesting period based on achievement of specific performance goals aligned with the strategic objectives of the Company’s Project Focus initiatives. Based on the extent to which the targets are achieved, vested shares may range from 50 to 250 percent of the target award amount. The performance goals include a combination of five year cumulative operating cash flow less capital expenditures; five year average annual non-GAAP diluted EPS growth; and dividend yield. The Company assesses the probability of achievement of performance goals each period and records expense for the awards based on the probable achievement of such metrics. Performance-based award units accrue cash dividend equivalents that are payable upon vesting of the awards. On October 30, 2017 , the Company issued 0.2 million upfront performance-based award units, covering a four -year performance period, with an estimated fair value of $20.2 million on the date of grant to certain Hawthorne segment employees as part of its Project Focus initiative. These awards vest after approximately four years subject to the achievement of specific performance goals aligned with the strategic objectives of the Company’s Project Focus initiatives. Based on the extent to which the performance goals are achieved, vested shares may range from 50 to 250 percent of the target award amount. The performance goals are based on cumulative Hawthorne non-GAAP adjusted earnings. These performance-based award units accrue cash dividend equivalents that are payable upon vesting of the awards. A maximum of 7.3 million Common Shares are available for issuance under share-based award plans. At September 30, 2018 , approximately 3.6 million Common Shares were not subject to outstanding awards and were available to underlie the grant of new share-based awards. Common Shares held in treasury totaling 0.4 million , 0.5 million and 0.6 million were reissued in support of share-based compensation awards and employee purchases under the employee stock purchase plan during fiscal 2018 , fiscal 2017 and fiscal 2016, respectively. The following is a summary of the share-based awards granted during each of the periods indicated: Year Ended September 30, 2018 2017 2016 Employees Options — — 444,890 Restricted stock units 198,807 109,708 74,467 Performance units 246,430 487,809 56,315 Board of Directors Deferred stock units 25,858 24,291 28,621 Total share-based awards 471,095 621,808 604,293 Aggregate fair value at grant dates (in millions) $ 43.5 $ 57.8 $ 16.4 Total share-based compensation was as follows for each of the periods indicated: Year Ended September 30, 2018 2017 2016 (In millions) Share-based compensation $ 40.5 $ 25.2 $ 15.6 Tax benefit recognized 10.5 9.8 6.0 The tax benefit realized from the tax deductions associated with the exercise of share-based awards and the vesting of restricted stock totaled $4.5 million for fiscal 2018 . Stock Options Aggregate stock option activity was as follows: No. of Options Wtd. Avg. Exercise Price Awards outstanding at September 30, 2017 1,517,310 $ 53.05 Granted — — Exercised (294,153 ) 29.57 Forfeited (6,065 ) 61.51 Awards outstanding at September 30, 2018 1,217,092 58.68 Exercisable 804,941 53.56 At September 30, 2018 , the total pre-tax compensation cost, net of estimated forfeitures, related to nonvested stock options not yet recognized was $0.2 million , which is expected to be recognized over a weighted-average period of 0.3 years . The total intrinsic value of stock options exercised was $17.2 million , $14.5 million and $13.6 million during fiscal 2018 , fiscal 2017 and fiscal 2016 , respectively. Cash received from the exercise of stock options, including amounts received from employee purchases under the employee stock purchase plan, for fiscal 2018 , fiscal 2017 and fiscal 2016 was $10.5 million , $11.0 million and $14.7 million , respectively. As of September 30, 2018 , the Company expects 0.4 million of the remaining unexercisable stock options (after forfeitures), with a weighted-average exercise price of $68.68 , intrinsic value of $4.1 million and average remaining term of 7.3 years , to vest and be exercised in the future. The following summarizes certain information pertaining to stock option awards outstanding and exercisable at September 30, 2018 (options in millions): Awards Outstanding Awards Exercisable Range of Exercise Price No. of Options Wtd. Avg. Remaining Life Wtd. Avg. Exercise Price No. of Options Wtd. Avg. Remaining Life Wtd. Avg. Exercise Price $38.81 – $49.19 0.4 2.44 $ 45.24 0.4 2.44 $ 45.24 $63.43 – $68.68 0.8 6.87 66.26 0.4 6.34 63.53 1.2 5.27 $ 58.68 0.8 4.21 $ 53.56 The intrinsic values of the stock option awards outstanding and exercisable at September 30, 2018 were as follows (in millions): 2018 Outstanding $ 24.4 Exercisable 20.3 The grant date fair value of stock option awards is estimated using a binomial model and the assumptions in the following table. Expected market price volatility is based on implied volatilities from traded options on Common Shares and historical volatility specific to the Common Shares. Historical data, including demographic factors impacting historical exercise behavior, is used to estimate stock option exercises and employee terminations within the valuation model. The risk-free rate for periods within the contractual life (normally ten years) of the stock option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected life of stock options is based on historical experience and expectations for grants outstanding. No stock options were granted in fiscal 2018 or fiscal 2017 . The weighted average assumptions for awards granted in 2016 are as follows: 2016 Expected market price volatility 25.5 % Risk-free interest rates 1.5 % Expected dividend yield 2.7 % Expected life of stock options in years 6.0 Estimated weighted-average fair value per stock option $ 12.33 Restricted share-based awards Restricted share-based award activity (including restricted stock units and deferred stock units) was as follows: No. of Shares Wtd. Avg. Grant Date Fair Value per Share Awards outstanding at September 30, 2015 381,509 $ 57.22 Granted 103,088 69.00 Vested (161,440 ) 47.21 Forfeited (17,494 ) 60.18 Awards outstanding at September 30, 2016 305,663 66.31 Granted 133,999 92.70 Vested (144,029 ) 60.66 Forfeited (4,114 ) 72.40 Awards outstanding at September 30, 2017 291,519 81.15 Granted 224,665 87.09 Vested (92,842 ) 67.63 Forfeited (19,902 ) 83.69 Awards outstanding at September 30, 2018 403,440 87.42 At September 30, 2018 , the total pre-tax compensation cost, net of estimated forfeitures, related to nonvested restricted share units not yet recognized was $10.6 million , which is expected to be recognized over a weighted-average period of 2.1 years . The total fair value of restricted stock units and deferred stock units vested was $6.3 million , $8.7 million and $7.6 million during fiscal 2018 , fiscal 2017 and fiscal 2016 , respectively. Performance-based awards Performance-based award activity was as follows (based on target award amounts): No. of Units Wtd. Avg. Grant Date Fair Value per Unit Awards outstanding at September 30, 2015 339,224 $ 54.86 Granted 56,315 68.68 Vested (128,941 ) 45.06 Forfeited — — Awards outstanding at September 30, 2016 266,598 62.52 Granted 487,809 92.95 Vested (147,696 ) 59.82 Forfeited (9,778 ) 65.39 Awards outstanding at September 30, 2017 596,933 88.01 Granted 246,430 97.04 Vested (53,644 ) 63.43 Forfeited (33,912 ) 95.37 Awards outstanding at September 30, 2018 755,807 92.96 At September 30, 2018 , the total pre-tax compensation cost, net of estimated forfeitures, related to nonvested performance-based units not yet recognized was $30.6 million , which is expected to be recognized over a weighted-average period of 2.8 years . The total fair value of performance-based units vested was $3.4 million , $8.8 million and $5.8 million during fiscal 2018 , fiscal 2017 and fiscal 2016 , respectively. |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 12 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
EARNINGS PER COMMON SHARE | EARNINGS PER COMMON SHARE The following table presents information necessary to calculate basic and diluted income per Common Share. Year Ended September 30, 2018 2017 2016 (In millions, except per share data) Income from continuing operations $ 127.6 $ 198.3 $ 246.1 Net (income) loss attributable to noncontrolling interest — (0.5 ) 0.5 Income attributable to controlling interest from continuing operations 127.6 197.8 246.6 Income (loss) from discontinued operations, net of tax (63.9 ) 20.5 68.7 Net income attributable to controlling interest $ 63.7 $ 218.3 $ 315.3 BASIC INCOME PER COMMON SHARE: Weighted-average Common Shares outstanding during the period 56.2 59.4 61.1 Income from continuing operations $ 2.27 $ 3.33 $ 4.04 Income (loss) from discontinued operations (1.14 ) 0.35 1.12 Net income $ 1.13 $ 3.68 $ 5.16 DILUTED INCOME PER COMMON SHARE: Weighted-average Common Shares outstanding during the period 56.2 59.4 61.1 Dilutive potential Common Shares 0.9 0.8 0.9 Weighted-average number of Common Shares outstanding and dilutive potential Common Shares 57.1 60.2 62.0 Income from continuing operations $ 2.23 $ 3.29 $ 3.98 Income (loss) from discontinued operations (1.11 ) 0.34 1.11 Net income $ 1.12 $ 3.63 $ 5.09 Stock options with exercise prices greater than the average market price of the underlying Common Shares are excluded from the computation of diluted income per Common Share because they are out-of-the-money and the effect of their inclusion would be anti-dilutive. There were no Common Shares covered by out-of-the-money options for the year ended September 30, 2018 or September 30, 2017 , and there were 0.2 million Common Shares covered by out-of-the-money options for the year ended September 30, 2016 . |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The provision (benefit) for income taxes allocated to continuing operations consisted of the following: Year Ended September 30, 2018 2017 2016 (In millions) Current: Federal $ 47.7 $ 104.5 $ 89.7 State 10.3 12.4 11.8 Foreign 0.2 8.1 4.3 Total Current 58.2 125.0 105.8 Deferred: Federal (58.4 ) (7.4 ) 30.7 State (2.0 ) (0.5 ) 2.5 Foreign (9.7 ) (0.5 ) (1.4 ) Total Deferred (70.1 ) (8.4 ) 31.8 Provision (benefit) for income taxes $ (11.9 ) $ 116.6 $ 137.6 The domestic and foreign components of income from continuing operations before income taxes were as follows: Year Ended September 30, 2018 2017 2016 (In millions) Domestic $ 159.5 $ 296.0 $ 357.0 Foreign (43.8 ) 18.9 26.7 Income from continuing operations before income taxes $ 115.7 $ 314.9 $ 383.7 A reconciliation of the federal corporate income tax rate and the effective tax rate on income from continuing operations before income taxes is summarized below: Year Ended September 30, 2018 2017 2016 Statutory income tax rate 24.5 % 35.0 % 35.0 % Effect of foreign operations 7.4 3.1 0.3 State taxes, net of federal benefit 6.5 2.9 2.9 Domestic Production Activities Deduction permanent difference (4.4 ) (3.1 ) (2.5 ) Effect of other permanent differences (3.0 ) 0.4 0.4 Research and Experimentation and other federal tax credits (1.7 ) (0.4 ) (0.3 ) Resolution of prior tax contingencies 1.3 0.9 (0.1 ) Effect of tax reform (38.7 ) — — Other (2.2 ) (1.8 ) 0.2 Effective income tax rate (10.3 )% 37.0 % 35.9 % On December 22, 2017, the Act was signed into law. The Act makes broad and complex changes to the Code that affect the Company’s fiscal year 2018 financial results in two primary ways. First, effective January 1, 2018 , the Act reduces the U.S. federal corporate statutory income tax rate from 35% to 21% . Due to the Company’s fiscal year nature, a blended U.S. corporate income tax rate of 24.5% is recorded in the fiscal 2018 financial results. The Company’s U.S. corporate statutory income tax rate decreased to 21% on October 1, 2018 . As a result of the lower tax rate, the Company remeasured its U.S. deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future. Guidance under SAB 118 allows companies to use a measurement period, similar to that used in business combinations, to account for the impacts of the Act in their consolidated financial statements. Consistent with SAB 118, the Company recorded a provisional net benefit for the first quarter of fiscal 2018 of $45.9 million in the “Income tax expense (benefit) from continuing operations” line in the Condensed Consolidated Statement of Operations. Due to the consideration of full year financial information and additional analysis of the Act, the Company revised its calculation and recorded measurement period adjustments resulting in a total net benefit of $44.6 million for the year ended September 30, 2018. In addition, the Company will evaluate adoption of accounting standard update 2018-02, issued February 14, 2018, in its first quarter of fiscal 2019. The accounting standard update allows an entity to elect a one-time reclassification from accumulated other comprehensive income (loss) (“AOCI”) to retained earnings of “stranded” tax effects resulting from the Act. The amount of the reclassification includes (1) the effect of the change in the U.S. federal corporate statutory income tax rate on the gross deferred tax amounts and related valuation allowances, if any, on the date of enactment of the Act related to items remaining in AOCI and (2) other income tax effects of the Act on items remaining in AOCI that an entity elects to reclassify. Other than the considerations for accounting standard update 2018-02, the Company considers the accounting for this element of the Act to be complete. Second, due to the move to a territorial tax system, the Act requires companies to pay a mandatory one-time U.S. transition tax on deemed repatriation of certain undistributed earnings of foreign subsidiaries. Under SAB 118, the Company made a reasonable estimate of this deemed repatriation tax for the first quarter of fiscal 2018 and recorded in the “Income tax expense (benefit) from continuing operations” line in the Condensed Consolidated Statement of Operations an estimated U.S. transition tax of $14.0 million , offset by $10.7 million of foreign tax credits generated from the repatriation plus $3.2 million of foreign tax credit carryovers previously reserved under a full valuation allowance. As a result of additional analysis and support related to the Act, the Company revised its calculation and recorded measurement period adjustments resulting in U.S. transition tax of $21.2 million based on $97.8 million of undistributed earnings of foreign subsidiaries. This expense is largely offset by $18.2 million of foreign tax credits, $0.5 million of which was carried forward from prior periods and was offset by a full valuation allowance. The Company considers key estimates of the deemed repatriation tax to be currently incomplete subject to continuing analysis and the anticipated future release of additional authoritative guidance and interpretations on the topic. The Company expects to complete its analysis in the first quarter of fiscal 2019. In addition, the Act also establishes new tax provisions that will affect the Company beginning October 1, 2018 , including (1) eliminating the U.S. manufacturing deduction; (2) establishing new limitations on deductible interest expense and certain executive compensation; (3) creating the base erosion anti-abuse tax (“BEAT”); (4) creating a new provision designed to tax global intangible low-tax income (“GILTI”); (5) establishing a deduction for foreign-derived intangible income (“FDII”); and (6) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries. Regarding the new GILTI tax rules, the Company is allowed to make an accounting policy election to either (1) treat taxes due on future GILTI exclusions in U.S. taxable income as a current period expense when incurred or (2) reflect such portion of the future GILTI exclusions in U.S. taxable income that relate to existing basis differences in the Company’s measurement of deferred taxes. The Company’s analysis of the new GILTI rules and ultimate impact are incomplete and the Company has not made a policy election regarding the treatment of the GILTI tax. Deferred income taxes arise from temporary differences between financial reporting and tax reporting bases of assets and liabilities, and operating loss and tax credit carryforwards for tax purposes. The components of the deferred income tax assets and liabilities were as follows: September 30, 2018 2017 (In millions) DEFERRED TAX ASSETS Inventories $ 9.3 $ 8.0 Accrued liabilities 68.4 58.9 Postretirement benefits 7.7 19.9 Accounts receivable 4.7 5.3 Federal NOL carryovers 10.9 20.3 State NOL carryovers 1.5 1.3 Foreign NOL carryovers 3.8 3.7 Foreign tax credit carryovers 16.4 7.6 Other 2.0 (1.6 ) Gross deferred tax assets 124.7 123.4 Valuation allowance (33.6 ) (29.7 ) Total deferred tax assets 91.1 93.7 DEFERRED TAX LIABILITIES Property, plant and equipment (50.9 ) (68.5 ) Intangible assets (54.1 ) (127.5 ) Outside basis difference in equity investments (45.4 ) (47.5 ) Interest rate swaps (1.0 ) — Other (9.3 ) (7.7 ) Total deferred tax liabilities (160.7 ) (251.2 ) Net deferred tax liability $ (69.6 ) $ (157.5 ) GAAP requires that a valuation allowance be recorded against a deferred tax asset if it is more likely than not that the tax benefit associated with the asset will not be realized in the future. As shown in the table above, valuation allowances were recorded against $33.6 million and $29.7 million of deferred tax assets as of September 30, 2018 and 2017 , respectively. Most of these valuation allowances relate to certain credits and net operating losses (“NOLs”), as explained further below. Deferred tax assets related to foreign NOLs of certain controlled foreign corporations were $3.8 million as of September 30, 2018 , the majority of which have indefinite carryforward periods. Due to a history of losses in many of these entities, a full valuation allowance has been established against $3.3 million of these deferred tax assets. A valuation allowance has also been established against a deferred tax asset related to Scotts’ China subsidiary of $1.3 million . Foreign tax credits were $16.4 million and $7.6 million at September 30, 2018 and 2017 , respectively. A full valuation allowance has been established against $16.4 million of foreign tax credits the Company does not expect to utilize prior to their expiration. Due to the Company’s increased ownership of AeroGrow during fiscal 2017, it may potentially utilize up to $10.9 million of deferred tax assets related to the NOLs of that subsidiary. These NOLs are subject to limitation under IRC §382 from current and prior ownership changes. The Company determined that $10.5 million of these deferred tax assets will expire unutilized due to the closing of statutes of limitation and has established a valuation allowance accordingly. The Company estimates that the remaining $0.4 million of deferred tax assets will be available for utilization in tax years ending after September 30, 2018. These remaining NOLs will be utilized gradually through the tax year ending September 30, 2032. Deferred tax assets related to state NOLs were $1.5 million as of September 30, 2018 , with carryforward periods ranging from 5 to 20 years. Any losses not utilized within a specific state’s carryforward period will expire. A valuation allowance was recorded against $1.4 million of these deferred tax assets as of September 30, 2018 for state NOLs that the Company does not expect to realize within their respective carryover periods. Tax benefits associated with state tax credits will expire if not utilized and amounted to $1.4 million and $1.0 million at September 30, 2018 and 2017 , respectively. A valuation allowance in the amount of $0.7 million has been established related to state credits the Company does not expect to utilize. As of September 30, 2018 and after consideration of the one time transition tax on deemed repatriation of foreign earnings, the Company had no unremitted earnings of foreign subsidiaries for which earnings are considered permanently reinvested. The Company has repatriated all cash and earnings of one subsidiary in the United Kingdom via a loan to a U.S. affiliate in the fiscal year ended September 30, 2018 . Following the one-time transition tax, the Company determined that no deferred tax liability for withholding taxes on the subsidiary’s previously taxed earnings is required as the United Kingdom does not impose withholding taxes on distributions to the U.S. The Company maintains its assertions of indefinite reinvestment of the earnings of all material foreign subsidiaries with the exception of the earnings of Scotts Luxembourg Sarl, which are generally taxed on a current basis under “Subpart F” of the Code which prevents deferral of recognition of U.S. taxable income through the use of foreign entities. The Company had $13.9 million , $10.2 million and $5.1 million of gross unrecognized tax benefits related to uncertain tax positions at September 30, 2018 , 2017 and 2016 , respectively. Of these amounts, $4.8 million , $0.7 million and $0.3 million of gross unrecognized tax benefits are related to discontinued operations at September 30, 2018 , 2017 and 2016 , respectively. Included in the September 30, 2018 , 2017 and 2016 balances were $12.6 million , $8.5 million and $3.5 million , respectively, of unrecognized tax benefits that, if recognized, would have an impact on the effective tax rate. A reconciliation of the unrecognized tax benefits is as follows: Year Ended September 30, 2018 2017 2016 (In millions) Balance at beginning of year $ 10.2 $ 5.1 $ 9.2 Additions for tax positions of the current year 0.9 1.4 0.3 Additions for tax positions of prior years 6.1 3.9 1.9 Reductions for tax positions of prior years (0.8 ) (0.2 ) (2.6 ) Settlements with tax authorities (1.9 ) 0.9 (2.7 ) Expiration of statutes of limitation (0.6 ) (0.9 ) (1.0 ) Balance at end of year $ 13.9 $ 10.2 $ 5.1 The Company continues to recognize accrued interest and penalties related to unrecognized tax benefits as a component of the provision for income taxes. As of September 30, 2018 , 2017 and 2016 , respectively, the Company had $1.5 million , $1.1 million and $1.1 million accrued for the payment of interest that, if recognized, would impact the effective tax rate. As of September 30, 2018 , 2017 and 2016 , respectively, the Company had $0.4 million , $0.4 million and $0.5 million accrued for the payment of penalties that, if recognized, would impact the effective tax rate. For the fiscal year ended September 30, 2018 , the Company recognized a benefit of $2.3 million for tax interest and tax penalties in its Consolidated Statement of Operations. The Scotts Miracle-Gro Company 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 2015. The Company is currently under examination by certain foreign and U.S. state and local tax authorities. With respect to the foreign jurisdictions, a French audit covering fiscal years 2013 through 2016 is underway with no known material impact to the financial statements. In regard to the multiple U.S. state and local audits, the tax periods under examination are limited to fiscal years 2012 through 2017 . 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 audit outcomes and the timing of audit payments 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. |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 12 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES The Company is exposed to market risks, such as changes in interest rates, currency exchange rates and commodity prices. To manage a portion of the volatility related to these exposures, the Company enters into various financial transactions. The utilization of these financial transactions is governed by policies covering acceptable counterparty exposure, instrument types and other hedging practices. The Company does not hold or issue derivative financial instruments for speculative trading purposes. Exchange Rate Risk Management The Company uses currency forward contracts to manage the exchange rate risk associated with intercompany loans and certain other balances denominated in foreign currencies. At September 30, 2018 , the notional amount of outstanding currency forward contracts was $117.2 million , with a fair value of $(0.6) million . At September 30, 2017 , the notional amount of outstanding currency forward contracts was $268.3 million , with a fair value of $1.8 million . The fair value of currency forward contracts is determined using forward rates in commonly quoted intervals for the full term of the contracts. The outstanding contracts 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. Since the interest rate swap agreements have been designated as hedging instruments, unrealized gains or losses resulting from adjusting these swaps to fair value are recorded as elements of AOCI within the Consolidated Balance Sheets. The fair value of the swap agreements is determined 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. 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. The swap agreements had a maximum total U.S. dollar equivalent notional amount of $800.0 million and $1,100.0 million at September 30, 2018 and 2017 , respectively. Refer to “NOTE 11. DEBT” for the terms of the swap agreements outstanding at September 30, 2018 . Included in the AOCI balance at September 30, 2018 was a gain of $1.6 million 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 requirements. The contracts are designated as hedges of the Company’s exposure to future cash flow fluctuations associated with the cost of urea. The objective of the hedges is to mitigate the earnings and cash flow volatility attributable to the risk of changing prices. Since the contracts have been designated as hedging instruments, unrealized gains or losses resulting from adjusting these contracts to fair value are recorded as elements of AOCI within the Consolidated Balance Sheets. Realized gains or losses remain as a component of AOCI until the related inventory is sold. Upon sale of the underlying inventory, the gain or loss is reclassified to cost of sales. Included in the AOCI balance at September 30, 2018 was a gain of $4.5 million related to urea derivatives that is expected to be reclassified to earnings during the next twelve months, consistent with the timing of the underlying hedged transactions. The Company also uses derivatives to partially mitigate the effect of fluctuating diesel costs on operating results. These financial instruments are carried at fair value within the Consolidated Balance Sheets. Changes in the fair value of derivative contracts that qualify for hedge accounting are recorded in AOCI. The effective portion of the change in fair value remains as a component of AOCI until the related fuel is consumed, at which time the accumulated gain or loss on the derivative contract is reclassified to cost of sales. Changes in the fair value of derivatives that do not qualify for hedge accounting are recorded as an element of cost of sales. At September 30, 2018 , there were no amounts included within AOCI. The Company had the following outstanding commodity contracts that were entered into to hedge forecasted purchases: September 30, 2018 2017 Commodity Urea 88,000 tons 76,500 tons Diesel 5,460,000 gallons 5,586,000 gallons Heating Oil 1,218,000 gallons 1,386,000 gallons Fair Values of Derivative Instruments The fair values of the Company’s derivative instruments were as follows: Assets / (Liabilities) 2018 2017 Derivatives Designated As Hedging Instruments Balance Sheet Location Fair Value (In millions) Interest rate swap agreements Prepaid and other current assets $ 2.0 $ 1.3 Other assets 1.8 — Other current liabilities — (0.8 ) Other liabilities — (0.4 ) Commodity hedging instruments Prepaid and other current assets 6.1 3.2 Total derivatives designated as hedging instruments $ 9.9 $ 3.3 Derivatives Not Designated As Hedging Instruments Balance Sheet Location Currency forward contracts Prepaid and other current assets $ 0.9 $ 2.0 Other current liabilities (1.5 ) (0.2 ) Commodity hedging instruments Prepaid and other current assets 1.7 0.6 Total derivatives not designated as hedging instruments 1.1 2.4 Total derivatives $ 11.0 $ 5.7 The effect of derivative instruments on AOCI and the Consolidated Statements of Operations for the years ended September 30 was as follows: Amount Of Gain / (Loss) Recognized In AOCI Derivatives In Cash Flow Hedging Relationships 2018 2017 (In millions) Interest rate swap agreements $ 3.7 $ 2.2 Commodity hedging instruments 5.6 2.7 Total $ 9.3 $ 4.9 Reclassified From AOCI Into Amount Of Gain / (Loss) Derivatives In Cash Flow Hedging Relationships Statement Of Operations 2018 2017 (In millions) Interest rate swap agreements Interest expense $ 1.0 $ (1.7 ) Commodity hedging instruments Cost of sales 2.1 (0.1 ) Total $ 3.1 $ (1.8 ) Recognized In Amount Of Gain / (Loss) Derivatives Not Designated As Hedging Instruments Statement of Operations 2018 2017 (In millions) Currency forward contracts Other income, net $ 11.6 $ 0.1 Commodity hedging instruments Cost of sales 3.3 0.7 Total $ 14.9 $ 0.8 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The following describes the valuation methodologies used for financial assets and liabilities measured at fair value on a recurring basis, as well as the general classification within the valuation hierarchy. Cash Equivalents Cash equivalents consist of highly liquid financial instruments with original maturities of three months or less. The carrying value of these cash equivalents approximates fair value due to their short-term maturities. Derivatives Derivatives consist of currency, interest rate and commodity derivative instruments. Currency forward contracts are valued using observable forward rates in commonly quoted intervals for the full term of the contracts. 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. Commodity contracts are measured using observable commodity exchange prices in active markets. These derivative instruments are classified within Level 2 of the valuation hierarchy and are included within other assets and other liabilities in the Company’s Consolidated Balance Sheets, except for derivative instruments expected to be settled within the next 12 months, which are included within prepaid and other current assets and other current liabilities. Other Other assets include investment securities in non-qualified retirement plan assets and the Company’s option to increase its economic interest in Bonnie Plants, Inc. (the “Bonnie Option”). Other liabilities include the contingent consideration related to the acquisition of Sunlight Supply. Investment securities in non-qualified retirement plan assets are valued using observable market prices in active markets and are classified within Level 1 of the valuation hierarchy. The fair value of the Bonnie Option is determined using a simulation approach, whereby the total value of the loan receivable and optional exchange for additional equity was estimated considering a distribution of possible future cash flows discounted to present value using an appropriate discount rate, and is classified in Level 3 of the fair value hierarchy. Long-Term Debt In connection with the acquisition of a controlling interest in Gavita during fiscal 2016, the Company recorded a loan to the noncontrolling ownership group of Gavita. On October 2, 2017 , the Company’s Hawthorne segment acquired the remaining 25% noncontrolling interest in Gavita, which included extinguishment of the loan to the noncontrolling ownership group of Gavita with a fair value and carrying value of $55.6 million . The estimate required subjective assumptions to be made, including those related to future business results and discount rates. The fair value measurement was based on significant inputs unobservable in the market and thus represented a Level 3 measurement. The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis at September 30, 2018 : Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total (In millions) Assets Cash equivalents $ 1.4 $ — $ — $ 1.4 Derivatives Interest rate swap agreements — 3.8 — 3.8 Currency forward contracts — 0.9 — 0.9 Commodity hedging instruments — 7.8 — 7.8 Other 19.4 — 13.0 32.4 Total $ 20.8 $ 12.5 $ 13.0 $ 46.3 Liabilities Derivatives Currency forward contracts $ — $ (1.5 ) $ — $ (1.5 ) Other — — (0.9 ) (0.9 ) Total $ — $ (1.5 ) $ (0.9 ) $ (2.4 ) The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis at September 30, 2017 : Quoted Prices Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total (In millions) Assets Cash equivalents $ 26.2 $ — $ — $ 26.2 Derivatives Interest rate swap agreements — 1.3 — 1.3 Currency forward contracts — 2.0 — 2.0 Commodity hedging instruments — 3.8 — 3.8 Other 15.7 — 11.8 27.5 Total $ 41.9 $ 7.1 $ 11.8 $ 60.8 Liabilities Derivatives Interest rate swap agreements $ — $ (1.2 ) $ — $ (1.2 ) Currency forward contracts — (0.2 ) — (0.2 ) Long-term debt — — (55.6 ) (55.6 ) Total $ — $ (1.4 ) $ (55.6 ) $ (57.0 ) |
OPERATING LEASES
OPERATING LEASES | 12 Months Ended |
Sep. 30, 2018 | |
Leases [Abstract] | |
OPERATING LEASES | OPERATING LEASES The Company leases certain property and equipment from third parties under various non-cancelable operating lease agreements. Certain lease agreements contain renewal and purchase options. The lease agreements generally require that the Company pay taxes, insurance and maintenance expenses related to the leased assets. Future minimum lease payments for non-cancelable operating leases at September 30, 2018 , were as follows (in millions): 2019 $ 44.7 2020 35.8 2021 25.9 2022 15.8 2023 6.6 Thereafter 7.2 Total future minimum lease payments $ 136.0 The Company also leases certain vehicles (primarily cars and light trucks) under agreements that are cancelable 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 September 30, 2018 , the Company’s residual value guarantee would have approximated $4.2 million . Other residual value guarantee amounts that apply at the conclusion of non-cancelable lease terms are as follows: Amount of Guarantee Lease Termination Date (In millions) Corporate aircraft $ 27.0 2019 Rent expense for fiscal 2018 , fiscal 2017 and fiscal 2016 totaled $62.5 million , $53.6 million and $51.3 million , respectively. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | COMMITMENTS The Company has the following unconditional purchase obligations due during each of the next five fiscal years that have not been recognized in the Consolidated Balance Sheet at September 30, 2018 (in millions): 2019 $ 140.8 2020 80.2 2021 46.2 2022 27.9 2023 12.4 Thereafter 5.1 $ 312.6 Purchase obligations primarily represent commitments for materials used in the Company’s manufacturing processes, as well as commitments for warehouse services, grass seed and out-sourced information services. |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIES Management regularly evaluates the Company’s contingencies, including various lawsuits and claims which arise in the normal course of business, product and general liabilities, workers’ compensation, property losses and other liabilities for which the Company is self-insured or retains a high exposure limit. Self-insurance accruals are established based on actuarial loss estimates for specific individual claims plus actuarially estimated amounts for incurred but not reported claims and adverse development factors applied to existing claims. Legal costs incurred in connection with the resolution of claims, lawsuits and other contingencies generally are expensed as incurred. In the opinion of management, the assessment of contingencies is reasonable and related accruals, in the aggregate, are adequate; however, there can be no assurance that final resolution of these matters will not have a material effect on the Company’s financial condition, results of operations or cash flows. Regulatory Matters At September 30, 2018 , $4.4 million was accrued in the “Other liabilities” line in the Consolidated Balance Sheet for environmental actions, the majority of which are for site remediation. The amounts accrued are believed to be adequate to cover such known environmental exposures based on current facts and estimates of likely outcomes. Although it is reasonably possible that the costs to resolve such known environmental exposures will exceed the amounts accrued, any variation from accrued amounts is not expected to be material. Other The Company has been named as a defendant in a number of cases alleging injuries that the lawsuits claim resulted from exposure to asbestos-containing products, apparently based on the Company’s historic use of vermiculite in certain of its products. In many of these cases, the complaints are not specific about the plaintiffs’ contacts with the Company or its products. The cases vary, but complaints in these cases generally seek unspecified monetary damages (actual, compensatory, consequential and punitive) from multiple defendants. The Company believes that the claims against it are without merit and is vigorously defending against them. No accruals have been recorded in the Company’s consolidated financial statements as the likelihood of a loss is not probable at this time; and the Company does not believe a reasonably possible loss would be material to, nor 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. In connection with the sale of wild bird food products that were the subject of a voluntary recall in 2008, the Company, along with its Chief Executive Officer, have been named as defendants in four actions filed on and after June 27, 2012, which have been consolidated, and, on March 31, 2017, certified as a class action in the United States District Court for the Southern District of California as In re Morning Song Bird Food Litigation , Lead Case No. 3:12-cv-01592-JAH-AGS. The plaintiffs allege various statutory and common law claims associated with the Company’s sale of wild bird food products and a plea agreement entered into in previously pending government proceedings associated with such sales. The plaintiffs allege, among other things, a class action on behalf of all persons and entities in the United States who purchased certain bird food products. The plaintiffs assert: (i) hundreds of millions of dollars in monetary damages (actual, compensatory, consequential, and restitution); (ii) punitive and treble damages; (iii) injunctive and declaratory relief; (iv) pre-judgment and post-judgment interest; and (v) costs and attorneys’ fees. The Company and its Chief Executive Officer dispute the plaintiffs’ assertions and have vigorously defended the consolidated action. As a result of the parties reaching an agreement in principle to settle this matter, which the parties are in the process of finalizing and which remains subject to Court approval, the Company recognized a pre-tax charge of $85.0 million for a probable loss related to this matter for the year ended September 30, 2018 in the “Income (loss) from discontinued operations, net of tax” line in the Consolidated Statements of Operations. There can be no assurance that future developments with respect to this action, whether as a result of an adverse outcome or as a result of significant defense costs, will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company has been named as a defendant in In re Scotts EZ Seed Litigation , Case No. 12-cv-4727 (VB), a New York and California class action lawsuit filed August 9, 2012 in the United States District Court for the Southern District of New York that asserts claims under false advertising and other legal theories based on a marketing statement on the Company’s EZ Seed grass seed product from 2009 to 2012. The plaintiffs seek, on behalf of themselves and purported class members, various forms of monetary and non-monetary relief, including statutory damages that they contend could amount to hundreds of millions of dollars. The Company has defended the action vigorously, and disputes the plaintiffs’ claims and theories, including the recoverability of statutory damages. In 2017, the Court eliminated certain claims, narrowed the case in certain respects, and permitted the case to continue proceeding as a class action. On August 7, 2017, the Court requested briefs on the Company’s request for interlocutory review of issues relating to the recoverability of statutory damages in a class action by the United States Court of Appeals for the Second Circuit and, on August 31, 2017, approved that request. On January 8, 2018, however, the Second Circuit denied the interlocutory appeal request. The parties engaged in mediation on April 9, 2018 and agreed in principle to a preliminary settlement of the outstanding claims on April 10, 2018. The preliminary settlement would require the Company to pay certain attorneys’ and administrative fees and provide certain payments to the class members. The preliminary settlement will not be finalized until after the court approves the settlement and a claims process determines the payments to be provided to the class members. The date of the final settlement approval hearing with the court is December 19, 2018. During fiscal 2018, the Company recognized a charge of $11.7 million for a probable loss related to this matter within the “Impairment, restructuring and other” line in the Consolidated Statements of Operations. The resolution of the claims process may result in additional losses in excess of the amount accrued, however, the Company does not believe a reasonably possible loss in excess of the amount accrued would be material to, nor have a material adverse effect on, the Company’s financial condition, results of operations or cash flows. The Company is involved in other lawsuits and claims which arise in the normal course of business. These claims individually and in the aggregate are not expected to result in a material effect on the Company’s financial condition, results of operations or cash flows. |
CONCENTRATIONS OF CREDIT RISK
CONCENTRATIONS OF CREDIT RISK | 12 Months Ended |
Sep. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF CREDIT RISK | CONCENTRATIONS OF CREDIT RISK The Company maintains cash depository accounts with major financial institutions around the world and invests in high quality, short-term liquid investments. Such investments are made only in investments issued by highly rated institutions. These investments mature within three months and have not historically incurred any losses. Trade accounts receivable are exposed to a concentration of credit risk with customers principally located in the United States. The Company’s customers include home centers, mass merchandisers, warehouse clubs, large hardware chains, independent hardware stores, nurseries, garden centers, food and drug stores, indoor gardening and hydroponic product distributors and retailers. Concentrations of net sales and accounts receivable in the United States as a percentage of consolidated net sales and accounts receivable at September 30 were as follows: Percentage of Net Sales Percentage of Net Accounts Receivable at September 30, 2018 2017 2016 2018 2017 Concentration in United States 89 % 90 % 92 % 88 % 83 % The remainder of the Company’s net sales and accounts receivable were generated from customers located outside of the United States, primarily retailers, distributors and nurseries in Europe and Canada. No concentrations of these customers or individual customers within this group accounted for more than 10% of the Company’s net sales or accounts receivable for any period presented above. The Company’s three largest customers are the only customers that individually represent more than 10% of reported consolidated net sales and accounts receivable during any of the last three fiscal years. These three customers accounted for the following percentages of net sales for the fiscal years ended September 30 : Percentage of Net Sales 2018 2017 2016 Home Depot 35 % 35 % 38 % Lowe’s 17 % 17 % 19 % Walmart 9 % 9 % 12 % Accounts receivable for these three largest customers as a percentage of consolidated accounts receivable were 57% and 60% as of September 30, 2018 and 2017 , respectively. |
OTHER INCOME, NET
OTHER INCOME, NET | 12 Months Ended |
Sep. 30, 2018 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME, NET | OTHER INCOME, NET Other (income) expense consisted of the following: Year Ended September 30, 2018 2017 2016 (In millions) Royalty income, net $ (2.8 ) $ (4.8 ) $ (5.9 ) Interest on loans receivable — (10.0 ) (3.9 ) Foreign currency losses 0.9 0.8 0.3 Other (4.8 ) (2.6 ) (4.3 ) Total $ (6.7 ) $ (16.6 ) $ (13.8 ) |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company divides its business into three reportable segments: U.S. Consumer, Hawthorne and Other. U.S. Consumer consists of the Company’s consumer lawn and garden business located in the geographic United States. Hawthorne consists of the Company’s indoor, urban and hydroponic gardening business. Other consists of the Company’s consumer lawn and garden business in geographies other than the U.S. and the Company’s product sales to commercial nurseries, greenhouses and other professional customers. Corporate consists of general and administrative expenses and certain other income/expense items not allocated to the business segments. 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. Segment performance is evaluated based on several factors, including income (loss) from continuing operations before income taxes, amortization, impairment, restructuring and other charges (“Segment Profit (Loss)”). Senior management uses this measure of profit (loss) to evaluate segment performance because the Company believes this measure is indicative of performance trends and the overall earnings potential of each segment. The following tables present financial information for the Company’s reportable segments for the periods indicated: Year Ended September 30, 2018 2017 2016 (In millions) Net sales: U.S. Consumer $ 2,109.6 $ 2,160.5 $ 2,204.4 Hawthorne 344.9 287.2 121.2 Other 208.9 194.4 180.6 Consolidated $ 2,663.4 $ 2,642.1 $ 2,506.2 Segment Profit (Loss): U.S. Consumer $ 496.6 $ 521.5 $ 493.7 Hawthorne (6.1 ) 35.5 11.8 Other 11.2 13.4 10.4 Total Segment Profit 501.7 570.4 515.9 Corporate (120.8 ) (109.6 ) (98.9 ) Intangible asset amortization (29.2 ) (22.5 ) (14.9 ) Impairment, restructuring and other (152.8 ) (4.9 ) 33.8 Equity in income (loss) of unconsolidated affiliates (a) 4.9 (29.0 ) 19.5 Costs related to refinancing — — (8.8 ) Interest expense (86.4 ) (76.1 ) (62.9 ) Other non-operating expense, net (1.7 ) (13.4 ) — Income from continuing operations before income taxes $ 115.7 $ 314.9 $ 383.7 Depreciation and amortization: U.S. Consumer $ 46.7 $ 47.9 $ 48.1 Hawthorne 27.8 18.4 9.2 Other 5.6 4.8 2.1 Corporate 3.3 2.7 2.9 $ 83.4 $ 73.8 $ 62.3 Capital expenditures: U.S. Consumer $ 53.2 $ 53.4 $ 46.3 Hawthorne 8.7 7.1 1.2 Other 6.3 5.0 6.3 $ 68.2 $ 65.5 $ 53.8 (a) Included within equity in income (loss) of unconsolidated affiliates for fiscal 2017 are charges of $25.2 million , which represent the Company’s share of restructuring and other charges incurred by the TruGreen Joint Venture, including a charge of $7.2 million related to costs associated with TruGreen’s August 2017 refinancing. For fiscal 2016, the Company’s share of restructuring and other charges incurred by the TruGreen Joint Venture of $11.7 million were included within impairment, restructuring and other above. September 30, 2018 2017 (In millions) Total assets: U.S. Consumer $ 1,702.2 $ 1,650.3 Hawthorne 978.6 648.0 Other 161.3 150.7 Corporate 212.4 298.0 Consolidated $ 3,054.5 $ 2,747.0 The following table presents net sales by product category: Year Ended September 30, 2018 2017 2016 Net sales: Growing media 35 % 34 % 38 % Lawn care 29 30 31 Controls 13 13 13 Indoor, urban and hydroponic gardening 13 11 5 Roundup ® Marketing Agreement 4 5 5 Other, primarily gardening and landscape 6 7 8 Segment total product sales 100 % 100 % 100 % The following table presents net sales by geographic area: Year Ended September 30, 2018 2017 2016 (In millions) Net sales: United States $ 2,375.5 $ 2,385.1 $ 2,314.8 International 287.9 257.0 191.4 $ 2,663.4 $ 2,642.1 $ 2,506.2 The following table presents long-lived assets (property, plant and equipment and finite-lived intangibles) by geographic area: September 30, 2018 2017 (In millions) Long-lived assets: United States $ 789.8 $ 586.2 International 162.7 194.8 $ 952.5 $ 781.0 |
QUARTERLY CONSOLIDATED FINANCIA
QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) | 12 Months Ended |
Sep. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) | QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) The following is a summary of the unaudited quarterly results of operations: First Quarter Second Quarter Third Quarter Fourth Quarter Full Year (In millions, except per share data) FISCAL 2018 Net sales $ 221.5 $ 1,013.3 $ 994.6 $ 433.9 $ 2,663.4 Gross profit 34.0 409.2 347.6 73.7 864.6 Income (loss) from continuing operations (20.0 ) 152.7 125.5 (130.6 ) 127.6 Income (loss) from discontinued operations, net of tax (1.2 ) (3.7 ) (42.7 ) (16.3 ) (63.9 ) Net income (loss) (21.2 ) 149.0 82.8 (146.9 ) 63.7 Net income (loss) attributable to controlling interest (21.2 ) 148.9 82.9 (147.0 ) 63.7 Basic income (loss) per Common Share: Income (loss) from continuing operations $ (0.35 ) $ 2.70 $ 2.27 $ (2.36 ) $ 2.27 Income (loss) from discontinued operations (0.02 ) (0.06 ) (0.77 ) (0.29 ) (1.14 ) Basic net income (loss) per Common Share $ (0.37 ) $ 2.64 $ 1.50 $ (2.65 ) $ 1.13 Common Shares used in basic EPS calculation 57.6 56.5 55.4 55.4 56.2 Diluted income (loss) per Common Share: Income (loss) from continuing operations $ (0.35 ) $ 2.66 $ 2.23 $ (2.36 ) $ 2.23 Income (loss) from discontinued operations (0.02 ) (0.07 ) (0.76 ) (0.29 ) (1.11 ) Diluted net income (loss) per Common Share $ (0.37 ) $ 2.59 $ 1.47 $ (2.65 ) $ 1.12 Common Shares and dilutive potential Common Shares used in diluted EPS calculation 57.6 57.4 56.3 55.4 57.1 FISCAL 2017 Net sales $ 207.4 $ 1,084.6 $ 973.4 $ 376.7 $ 2,642.1 Gross profit 36.8 464.3 383.4 88.1 972.6 Income (loss) from continuing operations (58.1 ) 154.1 144.6 (42.3 ) 198.3 Income (loss) from discontinued operations, net of tax (6.8 ) 11.1 7.3 8.9 20.5 Net income (loss) (64.9 ) 165.2 151.9 (33.4 ) 218.8 Net income (loss) attributable to controlling interest (65.3 ) 165.1 151.9 (33.4 ) 218.3 Basic income (loss) per Common Share: Income (loss) from continuing operations $ (0.97 ) $ 2.58 $ 2.44 $ (0.72 ) $ 3.33 Income (loss) from discontinued operations (0.12 ) 0.18 0.13 0.15 0.35 Basic net income (loss) per Common Share $ (1.09 ) $ 2.76 $ 2.57 $ (0.57 ) $ 3.68 Common Shares used in basic EPS calculation 60.1 59.8 59.2 58.4 59.4 Diluted income (loss) per Common Share: Income (loss) from continuing operations $ (0.97 ) $ 2.55 $ 2.41 $ (0.72 ) $ 3.29 Income (loss) from discontinued operations (0.12 ) 0.18 0.12 0.15 0.34 Diluted net income (loss) per Common Share $ (1.09 ) $ 2.73 $ 2.53 $ (0.57 ) $ 3.63 Common Shares and dilutive potential Common Shares used in diluted EPS calculation 60.1 60.6 60.0 58.4 60.2 The sum of the quarters may not equal full year due to rounding. Common share equivalents, such as share-based awards, are excluded from the diluted loss per Common Share calculation in periods where there is a loss from continuing operations because the effect of their inclusion would be anti-dilutive. The Company’s business is highly seasonal, with in excess of 75% of net sales occurring in the second and third fiscal quarters. Significant impairment, restructuring and other charges / recoveries reflected in the quarterly financial information during fiscal 2018 are as follows: first quarter recovery of $0.2 million from continuing operations related to adjustments to previously recognized termination benefits associated with Project Focus and a charge of $1.4 million from discontinued operations related to transaction related costs associated with the sale of the International Business; second quarter charge of $10.2 million from continuing operations for a probable loss related to the previously disclosed legal matter In re Scotts EZ Seed Litigation , $0.1 million adjustment to previously recognized termination benefits associated with Project Focus from continuing operations and a $0.2 million charge from discontinued operations related to transaction related costs associated with the sale of the International Business; third quarter charge of $12.9 million from continuing operations associated with Project Catalyst, a non-cash impairment charge of $17.5 million from continuing operations related to the settlement of a portion of certain previously acquired customer relationships due to the acquisition of Sunlight Supply, a $0.1 million charge from discontinued operations related to transaction related costs associated with the sale of the International Business and a $65.0 million pre-tax charge from discontinued operations for a probable loss related to the previously disclosed legal matter In re Morning Song Bird Food Litigation ; fourth quarter charge of $16.5 million from continuing operations associated with Project Catalyst, a non-cash charge of $94.6 million from continuing operations related to a goodwill impairment in the Hawthorne segment, a $1.5 million charge from continuing operations for a probable loss related to the previously disclosed legal matter In re Scotts EZ Seed Litigation , a $20.0 million pre-tax charge from discontinued operations for a probable loss related to the previously disclosed legal matter In re Morning Song Bird Food Litigation and a $0.1 million charge from discontinued operations related to transaction related costs associated with the sale of the International Business. Additionally, during the first quarter of fiscal 2018 the Company recorded a provisional net benefit of $45.9 million in the “Income tax expense (benefit) from continuing operations” line in the Condensed Consolidated Statement of Operations. Due to the consideration of full year financial information and additional analysis of the Act, the Company revised its calculation and recorded measurement period adjustments resulting in a total net benefit of $44.6 million for the year ended September 30, 2018. During the second quarter of fiscal 2018, the Company repatriated cash from a foreign subsidiary resulting in the liquidation of substantially all of the assets of the subsidiary and the write-off of accumulated foreign currency translation loss adjustments of $11.7 million in the “Other non-operating expense, net” line in the Condensed Consolidated Statement of Operations. Significant impairment, restructuring and other charges / recoveries reflected in the quarterly financial information during fiscal 2017 are as follows: first quarter restructuring costs of $2.0 million from discontinued operations including $0.6 million in transaction related costs associated with the divestiture of the SLS Business and $1.4 million in transaction related costs associated with the sale of the International Business; second quarter restructuring costs of $3.4 million from discontinued operations including $0.1 million in transaction related costs associated with the divestiture of the SLS Business and $3.3 million in transaction related costs associated with the sale of the International Business; third quarter restructuring costs of $4.2 million from discontinued operations including $0.1 million in transaction related costs associated with the divestiture of the SLS Business and $4.1 million in transaction related costs associated with the sale of the International Business; and fourth quarter restructuring costs of $11.2 million including costs of $8.3 million from continuing operations and recoveries of $0.4 million from discontinued operations related to termination benefits and facility closure costs associated with Project Focus, recovery of $4.4 million from continuing operations related to the reduction of a contingent consideration liability associated with a historical acquisition, an impairment charge of $1.0 million from continuing operations on the write-off of a trademark asset due to recent performance and future growth expectations, and costs of $6.7 million from discontinued operations for transaction related costs associated with the sale of the International Business. |
FINANCIAL INFORMATION FOR SUBSI
FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTORS | 12 Months Ended |
Sep. 30, 2018 | |
Condensed Financial Information Disclosure [Abstract] | |
FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTORS | FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTORS The 6.000% and 5.250% Senior Notes were issued on October 13, 2015 and December 15, 2016, respectively, and are guaranteed by certain of the Company’s domestic subsidiaries and, therefore, the Company reports condensed consolidating financial information in accordance with SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered . On December 15, 2015, Scotts Miracle-Gro redeemed all of its outstanding $200.0 million aggregate principal amount of 6.625% Senior Notes, which was previously guaranteed by certain of its domestic subsidiaries. The guarantees are “full and unconditional,” as those terms are used in Regulation S-X Rule 3-10, except that a subsidiary’s guarantee will be released in certain customary circumstances, such as (1) upon any sale or other disposition of all or substantially all of the assets of the subsidiary (including by way of merger or consolidation) to any person other than Scotts Miracle-Gro or any “restricted subsidiary” under the indentures governing the 6.000% and 5.250% Senior Notes; (2) if the subsidiary merges with and into Scotts Miracle-Gro, with Scotts Miracle-Gro surviving such merger; (3) if the subsidiary is designated an “unrestricted subsidiary” in accordance with the indentures governing the 6.000% and 5.250% Senior Notes or otherwise ceases to be a “restricted subsidiary” (including by way of liquidation or dissolution) in a transaction permitted by such indenture; (4) upon legal or covenant defeasance; (5) at the election of Scotts Miracle-Gro following the subsidiary’s release as a guarantor under the new credit agreement, except a release by or as a result of the repayment of the new credit agreement; or (6) if the subsidiary ceases to be a “restricted subsidiary” and the subsidiary is not otherwise required to provide a guarantee of the 6.000% and 5.250% Senior Notes pursuant to the indentures governing the 6.000% and 5.250% Senior Notes. The following 100% directly or indirectly owned subsidiaries fully and unconditionally guarantee at September 30, 2018 the 6.000% and 5.250% Senior Notes on a joint and several basis: Gutwein & Co., Inc.; Hyponex Corporation; Miracle-Gro Lawn Products, Inc.; OMS Investments, Inc.; Rod McLellan Company; Sanford Scientific, Inc.; Scotts Temecula Operations, LLC; Scotts Manufacturing Company; Scotts Products Co.; Scotts Professional Products Co.; Scotts-Sierra Investments LLC; SMG Growing Media, Inc.; Swiss Farms Products, Inc.; SMGM LLC; The Scotts Company LLC; The Hawthorne Gardening Company; Hawthorne Hydroponics LLC; HGCI, Inc.; GenSource, Inc.; SLS Holdings, Inc. and SMG ITO Holdings, Inc. (collectively, the “Guarantors”). Effective in the three-month period ending July 1, 2017, American Agritech, L.L.C. was merged into Hawthorne Hydroponics LLC, and has been classified as a Guarantor for all periods presented. Effective in the three-month period ending July 2, 2016, the SLS Business was contributed to the TruGreen Joint Venture and the Company classified its results of operations for all periods presented to reflect the SLS Business as a discontinued operation and classified the assets and liabilities as held for sale within the financial information of the Guarantors. Subsequent to their contribution to the TruGreen Joint Venture, EG Systems, LLC (formerly known as EG Systems, Inc.) and SLS Franchise Systems LLC are no longer Guarantors of the 6.000% Senior Notes. SLS Holdings, Inc. was added as a Guarantor effective in the three-month period ending July 2, 2016, HGCI, Inc. and GenSource, Inc. were added as Guarantors effective in the three-month period ending January 2, 2016 and SMG ITO Holdings, Inc. was added as a Guarantor effective in the three-month period ending September 30, 2018, and each of which have been classified as Guarantors for all periods presented. SMG ITO Holdings, Inc., SLS Holdings, Inc., HGCI, Inc. and GenSource, Inc. did not have any activity for fiscal 2016. The following information presents Condensed Consolidating Statements of Operations for each of the three years ended September 30, 2018 , 2017 and 2016 , Condensed Consolidating Statements of Comprehensive Income (Loss) for each of the three years ended September 30, 2018 , 2017 and 2016 , Condensed Consolidating Statements of Cash Flows for each of the three years ended September 30, 2018 , 2017 and 2016 , and Condensed Consolidating Balance Sheets as of September 30, 2018 and 2017 . The condensed consolidating financial information presents, in separate columns, financial information for: Scotts Miracle-Gro on a Parent-only basis, carrying its investment in subsidiaries under the equity method; Guarantors on a combined basis, carrying their investments in subsidiaries which do not guarantee the debt (collectively, the “Non-Guarantors”) under the equity method; Non-Guarantors on a combined basis; and eliminating entries. The eliminating entries primarily reflect intercompany transactions, such as interest expense, accounts receivable and payable, short and long-term debt, and the elimination of equity investments, return on investments and income in subsidiaries. Because the Parent is obligated to pay the unpaid principal amount and interest on all amounts borrowed by the Guarantors or Non-Guarantors under the credit facility (and was obligated to pay the unpaid principal amount and interest on all amounts borrowed by the Guarantors and Non-Guarantors under the previous senior secured five-year revolving loan facility), the borrowings and related interest expense for the loans outstanding of the Guarantors and Non-Guarantors are also presented in the accompanying Parent-only financial information, and are then eliminated. Included in the Parent Condensed Consolidating Statement of Cash Flows for fiscal 2018 , fiscal 2017 and fiscal 2016 are $1,306.9 million , $918.6 million and $940.9 million , respectively, of dividends paid by the Guarantors and Non-Guarantors to the Parent representing return of investments and as such are classified within cash flows from investing activities. Included in the Parent Condensed Consolidating Statements of Cash Flows for fiscal 2018 , fiscal 2017 and fiscal 2016 are $24.4 million , $28.8 million and zero of dividends paid by the Guarantors and Non-Guarantors to the Parent representing return on investments and as such are classified within cash flows from operating activities. THE SCOTTS MIRACLE-GRO COMPANY Condensed, Consolidating Statement of Operations for the fiscal year ended September 30, 2018 (In millions) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated Net sales $ — $ 2,322.8 $ 340.6 $ — $ 2,663.4 Cost of sales — 1,507.1 271.2 — 1,778.3 Cost of sales—impairment, restructuring and other — 14.7 5.8 — 20.5 Gross profit — 801.0 63.6 — 864.6 Operating expenses: Selling, general and administrative — 467.6 71.2 1.3 540.1 Impairment, restructuring and other — 83.1 49.2 — 132.3 Other (income) loss, net (0.9 ) (3.5 ) (2.3 ) — (6.7 ) Income (loss) from operations 0.9 253.8 (54.5 ) (1.3 ) 198.9 Equity (income) loss in subsidiaries (121.4 ) 29.3 — 92.1 — Equity in (income) loss of unconsolidated affiliates — (4.8 ) (0.1 ) — (4.9 ) Interest expense 75.9 51.7 3.8 (45.0 ) 86.4 Other non-operating (income) expense, net (23.9 ) (10.1 ) (9.3 ) 45.0 1.7 Income (loss) from continuing operations before income taxes 70.3 187.7 (48.9 ) (93.4 ) 115.7 Income tax expense (benefit) from continuing operations 5.2 (22.2 ) 5.1 — (11.9 ) Income (loss) from continuing operations 65.1 209.9 (54.0 ) (93.4 ) 127.6 Income (loss) from discontinued operations, net of tax — (64.5 ) 0.6 — (63.9 ) Net income (loss) $ 65.1 $ 145.4 $ (53.4 ) $ (93.4 ) $ 63.7 Net (income) loss attributable to noncontrolling interest — — — — — Net income (loss) attributable to controlling interest $ 65.1 $ 145.4 $ (53.4 ) $ (93.4 ) $ 63.7 THE SCOTTS MIRACLE-GRO COMPANY Condensed, Consolidating Statement of Comprehensive Income (Loss) for the fiscal year ended September 30, 2018 (In millions) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidated Net income (loss) $ 65.1 $ 145.4 $ (53.4 ) $ (93.4 ) $ 63.7 Other comprehensive income (loss), net of tax: Net foreign currency translation adjustment 9.0 — 9.0 (9.0 ) 9.0 Net change in derivatives 6.2 3.5 — (3.5 ) 6.2 Net change in pension and other post-retirement benefits 8.0 2.8 5.2 (8.0 ) 8.0 Total other comprehensive income (loss) 23.2 6.3 14.2 (20.5 ) 23.2 Comprehensive income (loss) $ 88.3 $ 151.7 $ (39.2 ) $ (113.9 ) $ 86.9 Comprehensive (income) loss attributable to noncontrolling interest — — — — — Comprehensive income (loss) attributable to controlling interest $ 88.3 $ 151.7 $ (39.2 ) $ (113.9 ) $ 86.9 THE SCOTTS MIRACLE-GRO COMPANY Condensed, Consolidating Statement of Cash Flows for the fiscal year ended September 30, 2018 (In millions) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidated NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (a) $ 6.1 $ 294.2 $ 68.4 $ (26.2 ) $ 342.5 INVESTING ACTIVITIES (a) Proceeds from sale of long-lived assets — 4.7 0.4 — 5.1 Post-closing working capital payment related to sale of International Business — (35.3 ) — — (35.3 ) Investments in property, plant and equipment — (61.1 ) (7.1 ) — (68.2 ) Investments in loans receivable — (16.6 ) (0.5 ) — (17.1 ) Proceeds from loans receivable — 14.3 — — 14.3 Net distributions from (investments in) unconsolidated affiliates — — (0.1 ) — (0.1 ) Investments in acquired businesses, net of cash acquired — (455.9 ) (37.0 ) — (492.9 ) Return of investments from affiliates 1,306.9 — — (1,306.9 ) — Investing cash flows from (to) affiliates (869.9 ) (90.8 ) (81.5 ) 1,042.2 — Other investing, net — 12.7 0.8 — 13.5 Net cash provided by (used in) investing activities 437.0 (628.0 ) (125.0 ) (264.7 ) (580.7 ) FINANCING ACTIVITIES Borrowings under revolving and bank lines of credit and term loans — 2,658.4 328.6 — 2,987.0 Repayments under revolving and bank lines of credit and term loans — (2,005.5 ) (307.4 ) — (2,312.9 ) Financing and issuance fees (5.9 ) (0.2 ) — — (6.1 ) Dividends paid (120.0 ) (1,306.9 ) (26.2 ) 1,333.1 (120.0 ) Purchase of Common Shares (327.7 ) — — — (327.7 ) Payments on seller notes — (0.2 ) (8.7 ) — (8.9 ) Cash received from exercise of stock options 10.5 — — — 10.5 Acquisition of noncontrolling interests — — (70.7 ) — (70.7 ) Financing cash flows from (to) affiliates — 951.4 90.8 (1,042.2 ) — Net cash provided by (used in) financing activities (443.1 ) 297.0 6.4 290.9 151.2 Effect of exchange rate changes on cash — — 0.4 — 0.4 Net increase (decrease) in cash and cash equivalents — (36.8 ) (49.8 ) — (86.6 ) Cash and cash equivalents at beginning of year — 39.8 80.7 — 120.5 Cash and cash equivalents at end of year $ — $ 3.0 $ 30.9 $ — $ 33.9 (a) Cash received by the Parent from the Guarantors and Non-Guarantors in the form of dividends in the amount of $1,306.9 million represent return of investments and are included in cash flows from investing activities. Cash received by the Parent from the Guarantors and Non-Guarantors in the form of dividends in the amount of $24.4 million represent return on investments and are included in cash flows from operating activities. Cash received by the Guarantors from the Non-Guarantors in the form of dividends in the amount of $ 1.8 million represent return on investments and are included in cash flows from operating activities. THE SCOTTS MIRACLE-GRO COMPANY Condensed, Consolidating Balance Sheet As of September 30, 2018 (In millions) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 3.0 $ 30.9 $ — $ 33.9 Accounts receivable, net — 172.5 53.5 — 226.0 Accounts receivable pledged — 84.5 — — 84.5 Inventories — 394.5 86.9 — 481.4 Prepaid and other current assets 2.2 44.6 13.1 — 59.9 Total current assets 2.2 699.1 184.4 — 885.7 Investment in unconsolidated affiliates — 35.2 0.9 — 36.1 Property, plant and equipment, net — 464.7 66.1 — 530.8 Goodwill — 420.6 110.8 11.6 543.0 Intangible assets, net — 752.3 97.5 7.5 857.3 Other assets 11.4 164.8 25.4 — 201.6 Equity investment in subsidiaries 860.0 — — (860.0 ) — Intercompany assets 1,422.8 — 6.5 (1,429.3 ) — Total assets $ 2,296.4 $ 2,536.7 $ 491.6 $ (2,270.2 ) $ 3,054.5 LIABILITIES AND EQUITY Current liabilities: Current portion of debt $ 40.0 $ 118.4 $ 14.2 $ (40.0 ) $ 132.6 Accounts payable — 119.0 31.5 — 150.5 Other current liabilities 17.8 278.3 33.5 — 329.6 Total current liabilities 57.8 515.7 79.2 (40.0 ) 612.7 Long-term debt 1,883.0 1,140.9 102.1 (1,242.2 ) 1,883.8 Distributions in excess of investment in unconsolidated affiliate — 21.9 — — 21.9 Other liabilities 1.0 143.6 26.9 5.0 176.5 Equity investment in subsidiaries — 1.5 — (1.5 ) — Intercompany liabilities — 125.0 — (125.0 ) — Total liabilities 1,941.8 1,948.6 208.2 (1,403.7 ) 2,694.9 Total equity—controlling interest 354.6 588.1 283.4 (871.5 ) 354.6 Noncontrolling interest — — — 5.0 5.0 Total equity 354.6 588.1 283.4 (866.5 ) 359.6 Total liabilities and equity $ 2,296.4 $ 2,536.7 $ 491.6 $ (2,270.2 ) $ 3,054.5 THE SCOTTS MIRACLE-GRO COMPANY Condensed, Consolidating Statement of Operations for the fiscal year ended September 30, 2017 (In millions) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidated Net sales $ — $ 2,308.4 $ 333.7 $ — $ 2,642.1 Cost of sales — 1,415.8 253.7 — 1,669.5 Gross profit — 892.6 80.0 — 972.6 Operating expenses: Selling, general and administrative — 480.4 69.1 1.4 550.9 Impairment, restructuring and other — 4.5 0.4 — 4.9 Other (income) loss, net (0.8 ) (14.2 ) (1.6 ) — (16.6 ) Income (loss) from operations 0.8 421.9 12.1 (1.4 ) 433.4 Equity (income) loss in subsidiaries (250.4 ) (15.9 ) — 266.3 — Other non-operating (income) loss (20.7 ) — (21.4 ) 42.1 — Equity in (income) loss of unconsolidated affiliates — 28.9 0.1 — 29.0 Interest expense 70.1 43.8 4.3 (42.1 ) 76.1 Other non-operating expense, net — — 13.4 — 13.4 Income (loss) from continuing operations before income taxes 201.8 365.1 15.7 (267.7 ) 314.9 Income tax expense (benefit) from continuing operations (18.0 ) 128.8 5.8 — 116.6 Income (loss) from continuing operations 219.8 236.3 9.9 (267.7 ) 198.3 Income (loss) from discontinued operations, net of tax — (0.7 ) 21.2 — 20.5 Net income (loss) $ 219.8 $ 235.6 $ 31.1 $ (267.7 ) $ 218.8 Net (income) loss attributable to noncontrolling interest — — — (0.5 ) (0.5 ) Net income (loss) attributable to controlling interest $ 219.8 $ 235.6 $ 31.1 $ (268.2 ) $ 218.3 THE SCOTTS MIRACLE-GRO COMPANY Condensed, Consolidating Statement of Comprehensive Income (Loss) for the fiscal year ended September 30, 2017 (In millions) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidated Net income (loss) $ 219.8 $ 235.6 $ 31.1 $ (267.7 ) $ 218.8 Other comprehensive income (loss), net of tax: Net foreign currency translation adjustment 28.2 — 28.2 (28.2 ) 28.2 Net change in derivatives 6.7 2.8 — (2.8 ) 6.7 Net change in pension and other post-retirement benefits 13.2 3.7 9.5 (13.2 ) 13.2 Total other comprehensive income (loss) 48.1 6.5 37.7 (44.2 ) 48.1 Comprehensive income (loss) $ 267.9 $ 242.1 $ 68.8 $ (311.9 ) $ 266.9 Comprehensive (income) loss attributable to noncontrolling interest — — — (0.9 ) (0.9 ) Comprehensive income attributable to controlling interest $ 267.9 $ 242.1 $ 68.8 $ (312.8 ) $ 266.0 THE SCOTTS MIRACLE-GRO COMPANY Condensed, Consolidating Statement of Cash Flows for the fiscal year ended September 30, 2017 (In millions) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidated NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (a) $ (48.3 ) $ 471.4 $ (16.1 ) $ (43.8 ) $ 363.2 INVESTING ACTIVITIES (a) Proceeds from sale of long-lived assets — 5.6 0.1 — 5.7 Proceeds from sale of business, net of cash disposed of — 178.6 1.7 — 180.3 Investments in property, plant and equipment — (59.5 ) (10.1 ) — (69.6 ) Investments in loans receivable — (29.7 ) — — (29.7 ) Net distributions from (investments in) unconsolidated affiliates — 57.7 (0.3 ) — 57.4 Investments in acquired businesses, net of cash acquired — (112.5 ) (9.2 ) — (121.7 ) Return of investments from affiliates 918.6 32.4 — (951.0 ) — Investing cash flows from (to) affiliates (759.9 ) (208.6 ) — 968.5 — Net cash provided by (used in) investing activities 158.7 (136.0 ) (17.8 ) 17.5 22.4 FINANCING ACTIVITIES Borrowings under revolving and bank lines of credit and term loans — 1,196.1 253.2 — 1,449.3 Repayments under revolving and bank lines of credit and term loans — (1,319.6 ) (298.7 ) — (1,618.3 ) Proceeds from issuance of 5.250% Senior Notes 250.0 — — — 250.0 Financing and issuance fees (3.8 ) (0.6 ) — — (4.4 ) Dividends paid (120.3 ) (918.6 ) (43.8 ) 962.4 (120.3 ) Distribution paid by AeroGrow to noncontrolling interest — — (40.5 ) 32.4 (8.1 ) Purchase of Common Shares (255.2 ) — — — (255.2 ) Payments on seller notes — (15.5 ) (13.2 ) — (28.7 ) Excess tax benefits from share-based payment arrangements 7.9 — — — 7.9 Cash received from exercise of stock options 11.0 — — — 11.0 Financing cash flows from (to) affiliates — 759.9 208.6 (968.5 ) — Net cash provided by (used in) financing activities (110.4 ) (298.3 ) 65.6 26.3 (316.8 ) Effect of exchange rate changes on cash — — 1.6 — 1.6 Net increase (decrease) in cash and cash equivalents — 37.1 33.3 — 70.4 Cash and cash equivalents at beginning of year excluding cash classified within assets held for sale — 2.7 25.9 — 28.6 Cash and cash equivalents at beginning of year classified within assets held for sale — — 21.5 — 21.5 Cash and cash equivalents at beginning of year — 2.7 47.4 — 50.1 Cash and cash equivalents at end of year $ — $ 39.8 $ 80.7 $ — $ 120.5 (a) Cash received by the Parent from the Guarantors and the Non-Guarantors in the form of distributions in the amount of $918.6 million represent return of investments and are included in cash flows from investing activities. Cash received by the Parent from the Guarantors and Non-Guarantors in the form of dividends in the amount of $28.8 million represent return on investments and are included in cash flows from operating activities. Cash received by the Guarantors from the Non-Guarantors in the form of distributions in the amount of $32.4 million represent return of investments and are included in cash flows from investing activities. Cash received by the Guarantors from the Non-Guarantors in the form of dividends in the amount of $15.0 million represent return on investments and are included in cash flows from operating activities. THE SCOTTS MIRACLE-GRO COMPANY Condensed, Consolidating Balance Sheet As of September 30, 2017 (In millions) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 39.8 $ 80.7 $ — $ 120.5 Accounts receivable, net — 137.6 60.1 — 197.7 Accounts receivable, pledged — 88.9 — — 88.9 Inventories — 314.0 93.5 — 407.5 Prepaid and other current assets 1.3 43.6 22.2 — 67.1 Total current assets 1.3 623.9 256.5 — 881.7 Investment in unconsolidated affiliates — 30.4 0.7 — 31.1 Property, plant and equipment, net — 406.4 61.3 — 467.7 Goodwill — 320.7 109.3 11.6 441.6 Intangible assets, net — 606.3 133.8 8.8 748.9 Other assets 8.1 158.3 9.6 — 176.0 Equity investment in subsidiaries 1,112.8 — — (1,112.8 ) — Intercompany assets 759.7 — — (759.7 ) — Total assets $ 1,881.9 $ 2,146.0 $ 571.2 $ (1,852.1 ) $ 2,747.0 LIABILITIES AND EQUITY Current liabilities: Current portion of debt $ 15.0 $ 97.8 $ 45.3 $ (15.0 ) $ 143.1 Accounts payable — 124.9 28.2 — 153.1 Other current liabilities 17.1 191.5 39.7 — 248.3 Total current liabilities 32.1 414.2 113.2 (15.0 ) 544.5 Long-term debt 1,200.7 508.6 108.0 (559.3 ) 1,258.0 Distribution in excess of investment in unconsolidated affiliate — 21.9 — — 21.9 Other liabilities 0.3 197.4 58.2 5.0 260.9 Equity investment in subsidiaries — 91.7 — (91.7 ) — Intercompany liabilities — 38.3 131.6 (169.9 ) — Total liabilities 1,233.1 1,272.1 411.0 (830.9 ) 2,085.3 Total equity—controlling interest 648.8 873.9 160.2 (1,034.1 ) 648.8 Noncontrolling interest — — — 12.9 12.9 Total equity 648.8 873.9 160.2 (1,021.2 ) 661.7 Total liabilities and equity $ 1,881.9 $ 2,146.0 $ 571.2 $ (1,852.1 ) $ 2,747.0 THE SCOTTS MIRACLE-GRO COMPANY Condensed, Consolidating Statement of Operations for the fiscal year ended September 30, 2016 (In millions) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidated Net sales $ — $ 2,285.6 $ 220.6 $ — $ 2,506.2 Cost of sales — 1,434.7 165.3 — 1,600.0 Cost of sales—impairment, restructuring and other — 5.9 — — 5.9 Gross profit — 845.0 55.3 — 900.3 Operating expenses: Selling, general and administrative — 461.8 54.7 1.5 518.0 Impairment, restructuring and other — (49.8 ) (1.7 ) — (51.5 ) Other (income) loss, net (0.5 ) (12.8 ) (0.5 ) — (13.8 ) Income (loss) from operations 0.5 445.8 2.8 (1.5 ) 447.6 Equity (income) loss in subsidiaries (348.2 ) (8.4 ) — 356.6 — Other non-operating (income) loss (22.0 ) — (22.4 ) 44.4 — Equity in (income) loss of unconsolidated affiliates — (7.9 ) 0.1 — (7.8 ) Costs related to refinancing 8.8 — — — 8.8 Interest expense 62.1 43.6 1.6 (44.4 ) 62.9 Income (loss) from continuing operations before income taxes 299.8 418.5 23.5 (358.1 ) 383.7 Income tax expense (benefit) from continuing operations (17.2 ) 146.1 8.7 — 137.6 Income (loss) from continuing operations 317.0 272.4 14.8 (358.1 ) 246.1 Income (loss) from discontinued operations, net of tax — 66.3 2.4 — 68.7 Net income (loss) $ 317.0 $ 338.7 $ 17.2 $ (358.1 ) $ 314.8 Net (income) loss attributable to noncontrolling interest — — — 0.5 0.5 Net income (loss) attributable to controlling interest $ 317.0 $ 338.7 $ 17.2 $ (357.6 ) $ 315.3 THE SCOTTS MIRACLE-GRO COMPANY Condensed, Consolidating Statement of Comprehensive Income (Loss) for the fiscal year ended September 30, 2016 (In millions) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidated Net income (loss) $ 317.0 $ 338.7 $ 17.2 $ (358.1 ) $ 314.8 Other comprehensive income (loss), net of tax: Net foreign currency translation adjustment (6.2 ) — (6.2 ) 6.2 (6.2 ) Net change in derivatives 4.3 0.3 — (0.3 ) 4.3 Net change in pension and other post-retirement benefits (8.2 ) 0.4 (8.6 ) 8.2 (8.2 ) Total other comprehensive income (loss) (10.1 ) 0.7 (14.8 ) 14.1 (10.1 ) Comprehensive income (loss) $ 306.9 $ 339.4 $ 2.4 $ (344.0 ) $ 304.7 Comprehensive (income) loss attributable to noncontrolling interest — — — 0.5 0.5 Comprehensive income attributable to controlling interest $ 306.9 $ 339.4 $ 2.4 $ (343.5 ) $ 305.2 THE SCOTTS MIRACLE-GRO COMPANY Condensed, Consolidating Statement of Cash Flows for the fiscal year ended September 30, 2016 (In millions) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidated NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (a) $ 18.0 $ 219.4 $ 10.2 $ (3.6 ) $ 244.0 INVESTING ACTIVITIES (a) Proceeds from sale of long-lived assets — 2.4 — — 2.4 Investments in property, plant and equipment — (49.0 ) (9.3 ) — (58.3 ) Investments in loans receivable — (90.0 ) — — (90.0 ) Cash contributed to TruGreen Joint Venture — (24.2 ) — — (24.2 ) Net distributions from (investments in) unconsolidated affiliate — 194.1 — — 194.1 Investments in acquired businesses, net of cash acquired — — (158.4 ) — (158.4 ) Return of investments from affiliates 940.9 — — (940.9 ) — Investing cash flows from (to) affiliates (914.2 ) (29.1 ) — 943.3 — Net cash provided by (used in) investing activities 26.7 4.2 (167.7 ) 2.4 (134.4 ) FINANCING ACTIVITIES Borrowings under revolving and bank lines of credit and term loans — 1,819.5 249.6 — 2,069.1 Repayments under revolving and bank lines of credit and term loans — (1,937.7 ) (212.7 ) — (2,150.4 ) Proceeds from issuance of 6.000% Senior Notes 400.0 — — — 400.0 Repayment of 6.625% Senior Notes (200.0 ) — — — (200.0 ) Financing and issuance fees (11.2 ) — — — (11.2 ) Dividends paid (116.6 ) (916.0 ) (26.5 ) 942.5 (116.6 ) Purchase of Common Shares (137.4 ) — — — (137.4 ) Payments on seller notes — (2.3 ) (0.5 ) — (2.8 ) Excess tax benefits from share-based payment arrangements 5.8 — — — 5.8 Cash received from exercise of stock options 14.7 — — — 14.7 Financing cash flows from (to) affiliates — 808.2 133.1 (941.3 ) — Net cash provided by (used in) financing activities (44.7 ) (228.3 ) 143.0 1.2 (128.8 ) Effect of exchange rate changes on cash — — (2.1 ) — (2.1 ) Net increase (decrease) in cash and cash equivalents — (4.7 ) (16.6 ) — (21.3 ) Cash and cash equivalents at beginning of year excluding cash classified within assets held for sale — 7.4 43.4 — 50.8 Cash and cash equivalents at beginning of year classified within assets held for sale — — 20.6 — 20.6 Cash and cash equivalents at beginning of year — 7.4 64.0 — 71.4 Cash and cash equivalents at end of year $ — $ 2.7 $ 47.4 $ — $ 50.1 (a) Cash received by the Parent from the Guarantors and the Non-Guarantors in the form of distributions in the amount of $940.9 million represent return of investments and are included in cash flows from investing activities. Cash received by the Guarantors from the Non-Guarantors in the form of dividends in the amount of $1.5 million represent return on investments and are included in the cash flows from operating activities. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Sep. 30, 2018 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Schedule II—Valuation and Qualifying Accounts for the fiscal year ended September 30, 2018 Column A Column B Column C Column D Column E Column F Classification Balance at Beginning of Period Reserves Acquired Additions Charged to Expense Deductions Credited and Write-Offs Balance at End of Period (In millions) Valuation and qualifying accounts deducted from the assets to which they apply: Allowance for doubtful accounts $ 3.1 $ — $ 0.8 $ (0.3 ) $ 3.6 Income tax valuation allowance 29.7 — 12.3 (8.4 ) 33.6 Schedule II—Valuation and Qualifying Accounts for the fiscal year ended September 30, 2017 Column A Column B Column C Column D Column E Column F Classification Balance at Beginning of Period Reserves Acquired Additions Charged to Expense Deductions Credited and Write-Offs Balance at End of Period (In millions) Valuation and qualifying accounts deducted from the assets to which they apply: Allowance for doubtful accounts $ 4.8 $ — $ 1.0 $ (2.7 ) $ 3.1 Income tax valuation allowance 4.1 — 25.6 — 29.7 Schedule II—Valuation and Qualifying Accounts for the fiscal year ended September 30, 2016 Column A Column B Column C Column D Column E Column F Classification Balance at Beginning of Period Reserves Acquired Additions Charged to Expense Deductions Credited and Write-Offs Balance at End of Period (In millions) Valuation and qualifying accounts deducted from the assets to which they apply: Allowance for doubtful accounts $ 5.1 $ — $ 0.1 $ (0.4 ) $ 4.8 Income tax valuation allowance 4.3 — 0.3 (0.5 ) 4.1 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations The Scotts Miracle-Gro Company (“Scotts Miracle-Gro” or “Parent”) and its subsidiaries (collectively, together with Scotts Miracle-Gro, the “Company”) are engaged in the manufacturing, marketing and sale of branded products for lawn and garden care and indoor and hydroponic gardening. The Company’s primary customers include home centers, mass merchandisers, warehouse clubs, large hardware chains, independent hardware stores, nurseries, garden centers, food and drug stores, indoor gardening and hydroponic product distributors and retailers. The Company’s products are sold in North America, Europe and Asia. Due to the nature of the consumer lawn and garden business, the majority of the Company’s sales to customers occur in the Company’s second and third fiscal quarters. On a combined basis, net sales for the second and third quarters of the last three fiscal years represented in excess of 75% of the Company’s annual net sales. |
Organization and Basis of Presentation | Organization and Basis of Presentation The Company’s consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of Scotts Miracle-Gro and its subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation. The Company’s consolidation criteria are based on majority ownership (as evidenced by a majority voting interest in the entity) and an objective evaluation and determination of effective management control. AeroGrow International, Inc. (“AeroGrow”), in which the Company has a controlling interest, is consolidated, with the equity owned by other shareholders shown as noncontrolling interest in the Consolidated Balance Sheets, and the other shareholders’ portion of net earnings and other comprehensive income shown as net income (loss) or comprehensive (income) loss attributable to noncontrolling interest in the Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss), respectively. The results of businesses acquired or disposed of are included in the consolidated financial statements from the date of each acquisition or up to the date of disposal, respectively. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes and related disclosures. Although these estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future, actual results ultimately may differ from the estimates. |
Revenue Recognition | Revenue Recognition Revenue is recognized when title and risk of loss transfer, which generally occurs when products or services are received by the customer. Provisions for estimated returns and allowances are recorded at the time revenue is recognized based on historical rates and are periodically adjusted for known changes in return levels. Outbound shipping and handling costs are included in cost of sales. Under the terms of the Amended and Restated Exclusive Agency and Marketing Agreement (the “Original Marketing Agreement”) and the Second Amended and Restated Agency and Marketing Agreement (the “Restated Marketing Agreement”), pursuant to which the Company has served, since its 1998 fiscal year, as the exclusive agent of Monsanto Company (“Monsanto”) for the marketing and distribution of Monsanto’s consumer Roundup ® non-selective weedkiller products in the United States and certain other specified countries, the Company performs certain functions, primarily sales, merchandising, warehousing and other selling and marketing services, on behalf of Monsanto in the conduct of its consumer Roundup ® business. The Company performs other services, including conversion services, pursuant to ancillary agreements. The actual costs incurred for these activities are charged to and reimbursed by Monsanto. The Company records costs incurred for which the Company is the primary obligor on a gross basis, recognizing such costs in the “Cost of sales” line and the reimbursement of these costs in the “Net sales” line in the Consolidated Statements of Operations, with no effect on gross profit dollars or net income. Under the terms of the Marketing, R&D and Ancillary Services Agreement (the “Services Agreement”) with Bonnie Plants, Inc. (“Bonnie”) and its sole shareholder, Alabama Farmers Cooperative, Inc. (“AFC”), entered into in the second quarter of fiscal 2016, the Company provides marketing, research and development and certain ancillary services to Bonnie for reimbursement of certain costs and a commission fee earned based on a percentage of the growth in earnings before interest, income taxes and amortization of Bonnie’s business of planting, growing, developing, manufacturing, distributing, marketing, and selling live plants, plant food, fertilizer and potting soil (the “Bonnie Business”). The commission earned under the Services Agreement is included in the “Net sales” line in the Consolidated Statements of Operations. Additionally, the Company records costs incurred under the Services Agreement for which the Company is the primary obligor on a gross basis, recognizing such costs in the “Cost of sales” line and the reimbursement of these costs in the “Net sales” line, with no effect on gross profit dollars or net income. |
Promotional Allowances | Promotional Allowances The Company promotes its branded products through, among other things, cooperative advertising programs with retailers. Retailers may also be offered in-store promotional allowances and rebates based on sales volumes. Certain products are promoted with direct consumer rebate programs and special purchasing incentives. Promotion costs (including allowances and rebates) incurred during the year are expensed to interim periods in relation to revenues and are recorded as a reduction of net sales. Accruals for expected payouts under these programs are included in the “Other current liabilities” line in the Consolidated Balance Sheets. |
Advertising | Advertising Advertising costs incurred during the year are expensed to interim periods in relation to revenues. All advertising costs, except for external production costs, are expensed within the fiscal year in which such costs are incurred. External production costs for advertising programs are deferred until the period in which the advertising is first aired. |
Research and Development | Research and Development All costs associated with research and development are charged to expense as incurred. |
Environmental Costs | Environmental Costs The Company recognizes environmental liabilities when conditions requiring remediation are probable and the amounts can be reasonably estimated. Expenditures which extend the life of the related property or mitigate or prevent future environmental contamination are capitalized. Environmental liabilities are not discounted or reduced for possible recoveries from insurance carriers. |
Share-Based Compensation Awards | Share-Based Compensation Awards The fair value of awards is expensed over the requisite service period which is typically the vesting period, generally three to five years, except in cases where employees are eligible for accelerated vesting based on having satisfied retirement requirements relating to age and years of service. Performance-based awards are expensed over the requisite service period based on achievement of performance criteria. The Company uses a binomial model to determine the fair value of its option grants. The Company classifies share-based compensation expense within selling, general and administrative expenses to correspond with the same line item as cash compensation paid to employees. |
Other Non-Operating Expense, net | Other Non-Operating Expense, net In fiscal 2017, the “Other non-operating expense, net” line in the Consolidated Statements of Operations included a $13.4 million non tax-deductible charge, related to the October 2017 acquisition of the remaining noncontrolling interest in Gavita Holdings B.V., and its subsidiaries (collectively, “Gavita”), to write-up the fair value of the loan to the noncontrolling ownership group to the agreed upon buyout value. As a result of the enactment of the H.R.1 (the “Act,” formerly known as the “Tax Cuts and Jobs Act”) on December 22, 2017, the Company repatriated cash from a foreign subsidiary during the second quarter of fiscal 2018 resulting in the liquidation of substantially all of the assets of the subsidiary and the write-off of accumulated foreign currency translation loss adjustments of $11.7 million in the “Other non-operating expense, net” line in the Consolidated Statements of Operations. For fiscal 2018 , the Company has classified interest income on loans receivable of $10.0 million in the “Other non-operating expense, net” line in the Consolidated Statements of Operations. For fiscal 2017 and fiscal 2016 , interest income on loans receivable of $10.0 million and $3.9 million , respectively, is classified in the “Other income, net” line in the Consolidated Statements of Operations. |
Earnings per Common Share | Earnings per Common Share Basic income per common share of Scotts Miracle-Gro (“Common Share”) is computed by dividing income attributable to controlling interest from continuing operations, income (loss) from discontinued operations or net income attributable to controlling interest by the weighted average number of Common Shares outstanding each period. Diluted income per Common Share is computed by dividing income attributable to controlling interest from continuing operations, income (loss) from discontinued operations or net income attributable to controlling interest by the weighted average number of Common Shares outstanding plus all dilutive potential Common Shares (stock options, performance shares and restricted stock unit awards) outstanding each period. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid financial instruments with original maturities of three months or less to be cash equivalents. The Company maintains cash deposits in banks which from time to time exceed the amount of deposit insurance available. Management periodically assesses the financial condition of the Company’s banks and believes that the risk of any potential credit loss is minimal. |
Accounts Receivable and Allowances | Accounts Receivable and Allowances Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Allowances for doubtful accounts reflect the Company’s estimate of amounts in its existing accounts receivable that may not be collected due to customer claims or customer inability or unwillingness to pay. The allowance is determined based on a combination of factors, including the Company’s risk assessment regarding the credit worthiness of its customers, historical collection experience and length of time the receivables are past due. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, principally determined by the first in, first out method of accounting. Inventories acquired through the recent acquisition of Sunlight Supply (as defined in “NOTE 7. ACQUISITIONS AND INVESTMENTS”), which represent approximately 19% of the Company’s consolidated inventories, were initially recorded at fair value and subsequently were measured using the average costing method of inventory valuation. Inventories include the cost of raw materials, labor, manufacturing overhead and freight and in-bound handling costs incurred to pre-position goods in the Company’s warehouse network. The Company makes provisions for obsolete or slow-moving inventories as necessary to properly reflect inventory at the lower of cost or net realizable value. Adjustments to reflect inventories at net realizable values were $8.1 million and $10.5 million at September 30, 2018 and 2017 , respectively. During fiscal 2018, the Company determined it was preferable to use the first in, first out inventory valuation method and adopted this method for the remaining U.S. Consumer segment inventories not subject to the first in, first out method. |
Loans Receivable | Loans Receivable Loans receivable are carried at outstanding principal amount, and are recognized in the “Other assets” line in the Consolidated Balance Sheets. Loans receivable are impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. If it is determined that an impairment has occurred, an impairment loss is recognized for the amount by which the carrying value of the asset exceeds the present value of expected future cash flows and recorded within “Operating expenses” in the Consolidated Statements of Operations. Interest income was $10.0 million for fiscal 2018 , $10.0 million for fiscal 2017 and $3.9 million for fiscal 2016 . Interest income is recorded on an accrual basis. The Company classified interest income in the “Other non-operating expense, net” line in the Consolidated Statements of Operations in fiscal 2018 and in the “Other income, net” line in the Consolidated Statements of Operations in fiscal 2017 and fiscal 2016 . At September 30, 2018 , the carrying value and estimated fair value of loans receivable was $112.6 million and $128.2 million , respectively. At September 30, 2017 , the carrying value and estimated fair value of loans receivable was $110.4 million and $125.6 million , respectively. The estimated fair value was determined using an income-based approach, which includes market participant expectations of cash flows over the remaining useful life discounted to present value using an appropriate discount rate. The estimate requires subjective assumptions to be made, including those related to credit risk and discount rates. The fair value measurement is based on significant inputs unobservable in the market and thus represents a Level 3 measurement. |
Long-lived Assets | Long-Lived Assets Property, plant and equipment are stated at cost. Interest capitalized in property, plant and equipment amounted to $0.3 million , $0.1 million and $0.3 million during fiscal 2018 , fiscal 2017 and fiscal 2016 , respectively. Expenditures for maintenance and repairs are charged to expense as incurred. When properties are retired or otherwise disposed of, the cost of the asset and the related accumulated depreciation are removed from the accounts with the resulting gain or loss being reflected in income from operations. Intangible assets subject to amortization include technology, such as patents, customer relationships, non-compete agreements and certain tradenames. These intangible assets are being amortized over their estimated useful economic lives, which typically range from 3 to 25 years . The Company’s fixed assets and intangible assets subject to amortization are required to be tested for recoverability whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. If an evaluation of recoverability was required, the estimated undiscounted future cash flows associated with the asset group would be compared to the asset group carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds fair value and classified as “Impairment, restructuring and other” within “Operating expenses” in the Consolidated Statements of Operations. |
Internal Use Software | Internal Use Software The costs of internal use software are expensed or capitalized depending on whether they are incurred in the preliminary project stage, application development stage or the post-implementation/operation stage. |
Goodwill and Indefinite-lived Intangible Assets | Goodwill and Indefinite-lived Intangible Assets Goodwill and indefinite-lived intangible assets are not subject to amortization. Goodwill and indefinite-lived intangible assets are reviewed for impairment by applying a fair-value based test on an annual basis, as of the first day of the Company’s fiscal fourth quarter, or more frequently if circumstances indicate impairment may have occurred. With respect to goodwill, the Company performs either a qualitative or quantitative evaluation for each of its reporting units. Factors considered in the qualitative test include reporting unit specific operating results as well as new events and circumstances impacting the operations or cash flows of the reporting units. For the quantitative test, the Company assesses goodwill for impairment by comparing the carrying value of its reporting units to their respective fair values. A reporting unit is defined as an operating segment or one level below an operating segment. The Company has identified seven reporting units. The Company determines the fair value of its reporting units using a combination of income-based and market-based approaches and incorporates assumptions it believes market participants would utilize. The income-based approach utilizes discounted cash flows while the market-based approach utilizes market multiples. These approaches are dependent upon internally-developed forecasts that are based upon annual budgets and longer-range strategic plans. The Company uses discount rates that are commensurate with the risks and uncertainty inherent in the respective reporting units and in the internally-developed forecasts. To further confirm fair value, the Company compares the aggregate fair value of the reporting units to the Company’s total market capitalization. With respect to indefinite-lived intangible assets, the Company performs either a qualitative or quantitative evaluation for each of its indefinite-lived intangible assets. Factors considered in the qualitative test include indefinite-lived intangible asset specific operating results as well as new events and circumstances impacting the cash flows of the indefinite-lived intangible assets. For the quantitative test, the value of all indefinite-lived intangible assets is determined under the income-based approach utilizing discounted cash flows and incorporating assumptions the Company believes market participants would utilize. For tradenames, value was determined using a royalty savings methodology similar to that employed when the associated businesses were acquired but using updated estimates of sales, cash flow and profitability. If it is determined that an impairment has occurred, an impairment loss is recognized for the amount by which the carrying value of the reporting unit or intangible asset exceeds its estimated fair value and classified as “Impairment, restructuring and other” within “Operating expenses” in the Consolidated Statements of Operations. |
Insurance and Self-Insurance | Insurance and Self-Insurance The Company maintains insurance for certain risks, including workers’ compensation, general liability and vehicle liability, and is self-insured for employee-related health care benefits up to a specified level for individual claims. The Company accrues for the expected costs associated with these risks by considering historical claims experience, demographic factors, severity factors and other relevant information. Costs are recognized in the period the claim is incurred, and accruals include an actuarially determined estimate of claims incurred but not yet reported. |
Income Taxes | Income Taxes The Company uses the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the anticipated future tax consequences attributable to differences between financial statement amounts and their respective tax bases. Management reviews the Company’s deferred tax assets to determine whether their value can be realized based upon available evidence. A valuation allowance is established when management believes that it is more likely than not that some portion of its deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the Company’s tax provision in the period of change. The Company establishes a liability for tax return positions in which there is uncertainty as to whether or not the position will ultimately be sustained. Amounts for uncertain tax positions are adjusted in quarters when new information becomes available or when positions are effectively settled. The Company recognizes interest expense and penalties related to these unrecognized tax benefits within income tax expense. GAAP provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. The amount recognized is measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. U.S. income tax expense and foreign withholding taxes are provided on unremitted foreign earnings that are not indefinitely reinvested at the time the earnings are generated. Where foreign earnings are indefinitely reinvested, no provision for U.S. income or foreign withholding taxes is made. When circumstances change and the Company determines that some or all of the undistributed earnings will be remitted in the foreseeable future, the Company accrues an expense in the current period for U.S. income taxes and foreign withholding taxes attributable to the anticipated remittance. |
Translation of Foreign Currencies | Translation of Foreign Currencies The functional currency for each Scotts Miracle-Gro subsidiary is generally its local currency. Assets and liabilities of these subsidiaries are translated at the exchange rate in effect at each fiscal year-end. Income and expense accounts are translated at the average rate of exchange prevailing during the year. Translation gains and losses arising from the use of differing exchange rates from period to period are included in accumulated other comprehensive income (loss) within shareholders’ equity. Foreign currency transaction gains and losses are included in the determination of net income and classified as “Other income, net” in the Consolidated Statements of Operations. |
Derivative Instruments | Derivative Instruments The Company is exposed to market risks, such as changes in interest rates, currency exchange rates and commodity prices. A variety of financial instruments, including forward and swap contracts, are used to manage these exposures. These financial instruments are recognized at fair value in the Consolidated Balance Sheets, and all changes in fair value are recognized in net income or shareholders’ equity through accumulated other comprehensive income (loss). The Company’s objective in managing these exposures is to better control these elements of cost and mitigate the earnings and cash flow volatility associated with changes in the applicable rates and prices. The Company has established policies and procedures that encompass risk-management philosophy and objectives, guidelines for derivative-instrument usage, counterparty credit approval, and the monitoring and reporting of derivative activity. The Company does not enter into derivative instruments for the purpose of speculation. The Company formally designates and documents instruments at inception that qualify for hedge accounting of underlying exposures in accordance with GAAP. The Company formally assesses, both at inception and at least quarterly, whether the financial instruments used in hedging transactions are effective at offsetting changes in cash flows of the related underlying exposure. Fluctuations in the value of these instruments generally are offset by changes in the cash flows of the underlying exposures being hedged. This offset is driven by the high degree of effectiveness between the exposure being hedged and the hedging instrument. GAAP requires all derivative instruments to be recognized as either assets or liabilities at fair value in the Consolidated Balance Sheets. The Company designates certain commodity hedges as cash flow hedges of forecasted purchases of commodities and interest rate swap agreements as cash flow hedges of interest payments on variable rate borrowings. |
Recently Adopted Accounting Pronouncements | RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS Income Taxes On December 22, 2017, the Act was signed into law. The Act provides for significant changes to the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Among other items, the Act implements a territorial tax system, imposes a one-time transition tax on deemed repatriated earnings of foreign subsidiaries, and reduces the federal corporate statutory tax rate to 21% effective January 1, 2018. Additionally, the Securities and Exchange Commission (the “SEC”) released Staff Accounting Bulletin No. 118 (“SAB 118”) which provides guidance on accounting for the Act’s impact under Accounting Standards Codification (“ASC”) Topic 740, Income Taxes (“ASC 740”). The guidance in SAB 118 addresses certain fact patterns where the accounting for changes in tax laws or tax rates under ASC 740 is incomplete upon issuance of an entity's financial statements for the reporting period in which the Act is enacted. Under the SEC staff guidance in SAB 118, in the financial reporting period in which the Act is enacted, the income tax effects of the Act for which the accounting under ASC 740 is incomplete would be reported as a provisional amount based on a reasonable estimate (to the extent a reasonable estimate can be determined), which would be subject to adjustment during a “measurement period” until the accounting under ASC 740 is complete. The measurement period is limited to no more than one year beyond the enactment date under the SEC staff’s guidance. SAB 118 also describes supplemental disclosures that should accompany the provisional amounts, including the reasons for the incomplete accounting, the additional information or analysis that is needed, and other information relevant to why the registrant was not able to complete the accounting required under ASC 740 in a timely manner. For discussion of the impacts of the Act that are material to the Company and required disclosures related to the Act pursuant to the guidance provided under SAB 118, refer to “NOTE 14. INCOME TAXES.” Share-Based Compensation In March 2016, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update that simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted this guidance effective October 1, 2017. The impact resulting from the adoption of this amended guidance is summarized below. The amended accounting guidance requires all excess tax benefits and tax deficiencies to be recognized as income tax benefit or expense on a prospective basis in the period of adoption. The adoption of this provision of the amended accounting guidance resulted in the recognition of excess tax benefits of $4.5 million in the “Income tax expense (benefit) from continuing operations” line in the Consolidated Statement of Operations for fiscal 2018 . As the Company adopted the guidance on a prospective basis, prior year activity has not been adjusted to conform with the current presentation and excess tax benefits of $7.9 million and $5.8 million have been recognized in the “Common shares and capital in excess of $0.01 stated value per share” line within “Total equity—controlling interest” in the Consolidated Balance Sheets for fiscal 2017 and fiscal 2016 , respectively. The amended accounting guidance requires excess tax benefits to be classified as an operating activity in the statement of cash flows. Previously, excess tax benefits were presented as a cash inflow from financing activities and cash outflow from operating activities. The Company has elected to present these changes on a prospective basis and therefore fiscal 2017 and fiscal 2016 have not been adjusted to conform with the current presentation. The amended accounting guidance requires cash paid to a tax authority when shares are withheld to satisfy statutory income tax withholding obligations to be classified as a financing activity in the statement of cash flows. The Company’s retrospective adoption of this provision of the amended accounting guidance resulted in the classification of payments of $3.0 million , $9.2 million and $6.6 million as cash outflows from financing activities in the “Purchase of Common Shares” line in the Consolidated Statements of Cash Flows for fiscal 2018 , fiscal 2017 and fiscal 2016 , respectively. The Company has elected to continue to estimate the number of awards expected to vest, as permitted by the amended accounting guidance, rather than electing to account for forfeitures as they occur. Derivatives and Hedging In August 2017, the FASB issued an accounting standard update that modifies hedge accounting by making more hedge strategies eligible for hedge accounting, amending presentation and disclosure requirements, and changing how companies assess effectiveness. The intent is to simplify application of hedge accounting and increase transparency of information about an entity’s risk management activities. The Company early adopted this guidance effective October 1, 2017 using a modified retrospective transition approach for cash flow hedges existing at the date of adoption and a prospective approach for presentation and disclosure requirements. The adoption of this guidance did not have a significant impact on the Company’s consolidated financial position, results of operations or cash flows. Inventory In July 2015, the FASB issued an accounting standard update that requires inventory to be measured “at the lower of cost and net realizable value,” thereby simplifying the current guidance that requires inventory to be measured at the lower of cost or market (market in this context is defined as one of three different measures, one of which is net realizable value). The Company adopted this guidance on a prospective basis effective October 1, 2017. The adoption of this guidance did not have a significant impact on the Company’s consolidated financial position, results of operations or cash flows. Goodwill In January 2017, the FASB issued an accounting standard update which removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of the goodwill. The Company adopted this guidance on a prospective basis during the third quarter of fiscal 2018. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Revenue Recognition from Contracts with Customers In May 2014, the FASB issued amended accounting guidance that replaces most existing revenue recognition guidance under GAAP. This guidance requires companies to recognize revenue in a manner that depicts the transfer of promised goods or services to customers in amounts that reflect the consideration to which a company expects to be entitled in exchange for those goods or services. The standard involves a five-step process that includes identifying the contract with the customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations in the contract and recognizing revenue when the entity satisfies the performance obligations. The new standard also will result in enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Subsequently, additional guidance was issued on several areas including guidance intended to improve the operability and understandability of the implementation of principal versus agent considerations and clarifications on the identification of performance obligations and implementation of guidance related to licensing. The Company is substantially complete with its evaluation of the amended guidance, including identification of revenue streams and customer contract reviews. The Company applied the five-step model to those contracts and revenue streams to evaluate the quantitative and qualitative impacts the new standard will have on its business and reported revenues. The provisions are effective for the Company in the first quarter of fiscal 2019 and the Company will adopt the guidance under the modified retrospective approach, which recognizes the cumulative effect of adoption as an adjustment to retained earnings at the date of initial application. The Company’s revenue is primarily product sales, which are recognized at a point in time when title transfers to customers and the Company has no further obligation to provide services related to such products. The Company’s timing of recognition of revenue will be substantially unchanged under the amended guidance. The new accounting guidance will require the Company to recognize earlier certain deferred revenue associated with a license agreement related to the sale of the International Business (as defined in “NOTE 2. DISCONTINUED OPERATIONS”), resulting in a cumulative adjustment to its September 30, 2018 retained earnings of $9.2 million in its fiscal 2019 first quarter Form 10-Q. With the exception of this item, the adoption of the amended accounting guidance will not have a material impact on the Company’s consolidated financial statements. Leases In February 2016, the FASB issued an accounting standard update which significantly changes the accounting for leases. This guidance requires lessees to recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. The provisions are effective for the Company’s financial statements no later than the fiscal year beginning October 1, 2019 and require a modified retrospective transition approach for leases that exist as of or are entered into after the beginning of either (i) the date of adoption or (ii) the earliest comparative period presented in the financial statements. The Company is currently evaluating available transition methods and the impact of this standard on its consolidated results of operations, financial position and cash flows. The Company has made progress on its evaluation of the amended guidance, including identification of the population of leases affected including the $136.0 million of future minimum lease payments related to various operating lease agreements with third parties for property and equipment (see “NOTE 17. OPERATING LEASES” for further discussion), determining the information required to calculate the lease liability and right-of-use asset and evaluating models to assist in future reporting. Cash Flow Presentation In August 2016, the FASB issued an accounting standard update that amends the guidance on the classification of certain cash receipts and payments in the statement of cash flows. The provisions are effective retrospectively for the Company’s financial statements no later than the fiscal year beginning October 1, 2018, and are not expected to have a significant impact on the Company’s consolidated cash flows. Business Combinations In January 2017, the FASB issued an accounting standard update that clarifies the definition of a business to provide additional guidance to assist in evaluating whether transactions should be accounted for as an acquisition (or disposal) of either an asset or business. The provisions are effective prospectively for the Company’s financial statements no later than the fiscal year beginning October 1, 2018, and are not expected to have a significant impact on the Company’s consolidated financial position, results of operations or cash flows. Employee Benefit Plans In March 2017, the FASB issued an accounting standard update which requires entities to (1) disaggregate the current-service-cost component from the other components of net benefit cost (the “other components”) and present the current-service-cost with other current compensation costs for related employees in the income statement, (2) present the other components elsewhere in the income statement and outside of income from operations if that subtotal is presented and (3) limit the amount of costs eligible for capitalization (e.g., as part of inventory or property, plant, and equipment) to only the service-cost component of net benefit cost. The provisions are effective for the Company’s financial statements no later than the fiscal year beginning October 1, 2018, and are required to be applied retrospectively for the presentation of cost components in the income statement and prospectively for the capitalization of cost components. The provisions are not expected to have a significant impact on the Company’s consolidated financial position, results of operations or cash flows. Reporting Comprehensive Income In February 2018, the FASB issued an accounting standard update that would allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Act. The provisions are effective for the Company’s financial statements no later than the fiscal year beginning October 1, 2018. The update may be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Act is recognized. The Company is continuing to assess the impact of the amended guidance. Share-Based Compensation On June 20, 2018, the FASB issued an accounting standard update which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the amended accounting guidance, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The provisions are effective for the Company’s financial statements no later than the fiscal year beginning October 1, 2019 and are not expected to have a significant impact on the Company’s consolidated financial position, results of operations or cash flows. Defined Benefit Plans On August 28, 2018, the FASB issued an accounting standard update to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The amended accounting guidance adds requirements for an entity to disclose a narrative description of the reasons for significant gains and losses affecting the benefit obligation for the period, and an explanation of any other significant changes in the benefit obligation or plan assets that are not otherwise apparent in other required disclosures. In addition, the amended accounting guidance removes certain disclosure requirements, including: (1) the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year; (2) information about plan assets to be returned to the entity, including amounts and expected timing; and (3) the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost, and the benefit obligation for postretirement health care benefits. The provisions are effective for the Company’s financial statements no later than the fiscal year beginning October 1, 2020. The Company is continuing to assess the impact of the amended guidance. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful economic lives of Property, Plant and Equipment | Depreciation of property, plant and equipment is provided on the straight-line method and is based on the estimated useful economic lives of the assets as follows: Land improvements 10 – 25 years Buildings 10 – 40 years Machinery and equipment 3 – 15 years Furniture and fixtures 6 – 10 years Software 3 – 8 years |
Schedule of supplemental cash flow information | Supplemental cash flow information was as follows for fiscal 2018 , fiscal 2017 and fiscal 2016 : Year Ended September 30, 2018 2017 2016 (In millions) Interest paid $ (81.6 ) $ (69.8 ) $ (54.1 ) Call premium on 6.625% Senior Notes — — (6.6 ) Property and equipment acquired under capital leases — (0.9 ) — Income taxes paid (56.3 ) (111.9 ) (80.9 ) |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Results of discontinued operations and schedule of the major classes of assets and liabilities | The following table summarizes the results of discontinued operations described above and reflected within discontinued operations in the Company’s consolidated financial statements for each of the periods presented: Year Ended September 30, 2018 2017 2016 (In millions) Net sales $ — $ 294.1 $ 431.1 Operating and exit costs 1.9 275.9 429.5 Impairment, restructuring and other 86.8 15.9 19.7 Other (income) expense, net — 1.2 (1.5 ) (Gain) loss on sale / contribution of business 0.7 (31.7 ) (131.2 ) Interest expense — 0.4 2.7 Income (loss) from discontinued operations before income taxes (89.4 ) 32.4 111.9 Income tax expense (benefit) from discontinued operations (25.5 ) 11.9 43.2 Income (loss) from discontinued operations, net of tax $ (63.9 ) $ 20.5 $ 68.7 |
IMPAIRMENT, RESTRUCTURING AND_2
IMPAIRMENT, RESTRUCTURING AND OTHER (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Impairment, Restructuring, and Other Charges | The following table details impairment, restructuring and other charges (recoveries) during fiscal 2018 , fiscal 2017 and fiscal 2016 : Year Ended September 30, 2018 2017 2016 (In millions) Cost of sales—impairment, restructuring and other: Restructuring and other charges $ 12.3 $ — $ 5.9 Property, plant and equipment impairments 8.2 — — Operating expenses: Restructuring and other charges (recoveries), net 20.2 3.9 (51.5 ) Goodwill and intangible asset impairments 112.1 1.0 — Impairment, restructuring and other charges (recoveries) from continuing operations $ 152.8 $ 4.9 $ (45.6 ) Restructuring and other charges from discontinued operations 86.8 15.9 19.7 Total impairment, restructuring and other charges (recoveries) $ 239.6 $ 20.8 $ (25.9 ) |
Schedule of Reserve | The following table summarizes the activity related to liabilities associated with restructuring and other, excluding insurance reimbursement recoveries, during fiscal 2018 , fiscal 2017 and fiscal 2016 : Year Ended September 30, 2018 2017 2016 (In millions) Amounts accrued for restructuring and other at beginning of year $ 12.1 $ 20.8 $ 28.1 Restructuring and other charges from continuing operations 32.7 8.3 10.3 Restructuring and other charges from discontinued operations 86.8 15.9 19.7 Payments and other (19.4 ) (32.9 ) (37.3 ) Amounts accrued for restructuring and other at end of year $ 112.2 $ 12.1 $ 20.8 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Rollforward of Carrying Amount of Goodwill by Reportable Segment | The following table displays a rollforward of the carrying amount of goodwill by reportable segment: U.S. Consumer Hawthorne Other Total (In millions) Goodwill $ 213.7 $ 147.3 $ 12.7 $ 373.7 Accumulated impairment losses (1.8 ) — — (1.8 ) Balance at September 30, 2016 211.9 147.3 12.7 371.9 Acquisitions, net of purchase price adjustments (1.1 ) 67.6 (2.1 ) 64.4 Foreign currency translation — 4.7 0.6 5.3 Reallocation 17.3 (17.3 ) — — Goodwill $ 229.9 $ 202.3 $ 11.2 $ 443.4 Accumulated impairment losses (1.8 ) — — (1.8 ) Balance at September 30, 2017 228.1 202.3 11.2 441.6 Acquisitions, net of purchase price adjustments — 198.0 — 198.0 Foreign currency translation — (1.6 ) (0.4 ) (2.0 ) Impairment — (94.6 ) — (94.6 ) Goodwill $ 229.9 $ 398.7 $ 10.8 $ 639.4 Accumulated impairment losses (1.8 ) (94.6 ) — (96.4 ) Balance at September 30, 2018 $ 228.1 $ 304.1 $ 10.8 $ 543.0 |
Schedule of Finite-lived Intangible Assets | The following table presents intangible assets, net: September 30, 2018 September 30, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In millions) Finite-lived intangible assets: Tradenames $ 258.1 $ (37.8 ) $ 220.3 $ 176.7 $ (28.4 ) $ 148.3 Customer accounts 212.5 (43.2 ) 169.3 157.7 (28.0 ) 129.7 Technology 49.1 (34.4 ) 14.7 69.7 (52.8 ) 16.9 Other 24.4 (7.0 ) 17.4 59.5 (41.1 ) 18.4 Total finite-lived intangible assets, net 421.7 313.3 Indefinite-lived intangible assets: Indefinite-lived tradenames 168.2 168.2 Marketing Agreement Amendment 155.7 155.7 Brand Extension Agreement 111.7 111.7 Total indefinite-lived intangible assets 435.6 435.6 Total intangible assets, net $ 857.3 $ 748.9 |
Schedule of Indefinite-lived Intangible Assets | The following table presents intangible assets, net: September 30, 2018 September 30, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In millions) Finite-lived intangible assets: Tradenames $ 258.1 $ (37.8 ) $ 220.3 $ 176.7 $ (28.4 ) $ 148.3 Customer accounts 212.5 (43.2 ) 169.3 157.7 (28.0 ) 129.7 Technology 49.1 (34.4 ) 14.7 69.7 (52.8 ) 16.9 Other 24.4 (7.0 ) 17.4 59.5 (41.1 ) 18.4 Total finite-lived intangible assets, net 421.7 313.3 Indefinite-lived intangible assets: Indefinite-lived tradenames 168.2 168.2 Marketing Agreement Amendment 155.7 155.7 Brand Extension Agreement 111.7 111.7 Total indefinite-lived intangible assets 435.6 435.6 Total intangible assets, net $ 857.3 $ 748.9 |
Schedule of Future Estimates of Amortization Expense | Amortization expense is estimated to be as follows for the years ending September 30 (in millions): 2019 $ 33.7 2020 30.9 2021 29.1 2022 26.8 2023 25.4 |
DETAIL OF CERTAIN FINANCIAL S_2
DETAIL OF CERTAIN FINANCIAL STATEMENT ACCOUNTS (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Balance Sheet Accounts | The following is detail of certain financial statement accounts: September 30, 2018 2017 (In millions) INVENTORIES: Finished goods $ 292.1 $ 210.6 Work-in-progress 60.1 57.6 Raw materials 129.2 139.3 $ 481.4 $ 407.5 September 30, 2018 2017 (In millions) PROPERTY, PLANT AND EQUIPMENT, NET: Land and improvements $ 122.8 $ 109.4 Buildings 249.1 209.7 Machinery and equipment 567.7 546.8 Furniture and fixtures 42.8 37.2 Software 99.9 106.0 Aircraft 16.6 8.3 Construction in progress 42.4 41.4 1,141.3 1,058.8 Less: accumulated depreciation (610.5 ) (591.1 ) $ 530.8 $ 467.7 OTHER ASSETS: Loans receivable $ 112.6 $ 110.4 Accrued pension, postretirement and executive retirement assets 44.0 25.1 Contingent consideration receivable 17.7 18.1 Bonnie Option 13.0 11.8 Unamortized debt issuance costs 9.6 8.2 Other 4.7 2.4 $ 201.6 $ 176.0 September 30, 2018 2017 (In millions) OTHER CURRENT LIABILITIES: Accrued restructuring and other $ 111.4 $ 10.4 Advertising and promotional accruals 52.5 23.8 Payroll and other compensation accruals 39.2 55.9 Accrued interest 16.7 16.4 Accrued insurance and claims 12.6 16.1 Accrued taxes 11.3 28.1 International Business divestiture accrual — 27.8 Other 85.9 69.8 $ 329.6 $ 248.3 OTHER NON-CURRENT LIABILITIES: Accrued pension, postretirement and executive retirement liabilities $ 75.7 $ 78.6 Deferred tax liabilities 69.6 157.5 Deferred licensing revenue 10.7 12.6 Other 20.5 12.2 $ 176.5 $ 260.9 |
Schedule of Accumulated Other Comprehensive Loss | September 30, 2018 2017 2016 (In millions) ACCUMULATED OTHER COMPREHENSIVE LOSS: Unrecognized gain (loss) on derivatives, net of tax of ($2.9), ($1.3) and $2.8, respectively $ 8.3 $ 2.0 $ (4.7 ) Pension and other postretirement liabilities, net of tax of $31.4, $33.4 and $41.2, respectively (45.6 ) (54.5 ) (66.9 ) Foreign currency translation adjustment (8.7 ) (16.7 ) (45.3 ) $ (46.0 ) $ (69.2 ) $ (116.9 ) |
MARKETING AGREEMENT (Tables)
MARKETING AGREEMENT (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Marketing Agreement [Abstract] | |
Marketing Agreement Table | The elements of the net commission and reimbursements earned under the Restated Marketing Agreement and included in “Net sales” are as follows: Year Ended September 30 2018 2017 2016 (In millions) Gross commission $ 80.5 $ 87.7 $ 97.9 Contribution expenses (18.0 ) (18.0 ) (18.0 ) Amortization of marketing fee (0.8 ) (0.8 ) (0.8 ) Net commission 61.7 68.9 79.1 Reimbursements associated with Restated Marketing Agreement 54.5 56.1 55.8 Total net sales associated with Restated Marketing Agreement $ 116.2 $ 125.0 $ 134.9 |
ACQUISITIONS AND INVESTMENTS (T
ACQUISITIONS AND INVESTMENTS (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Pro Forma Information | These pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations as they would have been had the acquisitions occurred on the assumed dates, nor are they necessarily an indication of future operating results. Year Ended September 30 Unaudited Consolidated Pro Forma Results 2018 2017 (In millions, except for common share data) Proforma net sales $ 2,879.7 $ 3,032.4 Proforma net income attributable to controlling interest 90.0 228.5 Proforma diluted net income per common share 1.57 3.78 |
INVESTMENT IN UNCONSOLIDATED _2
INVESTMENT IN UNCONSOLIDATED AFFILIATES (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Financial Information for the TruGreen Joint Venture | The following tables present summarized financial information of the Company’s unconsolidated affiliates: September 30, 2018 2017 (In millions) Cash and cash equivalents $ 110.6 $ 26.4 Other current assets 198.6 180.9 Intangible assets, net 809.8 860.7 Goodwill 199.8 184.0 Other assets 222.5 229.5 Total assets $ 1,541.3 $ 1,481.5 Current liabilities $ 276.5 $ 221.0 Current portion of debt 12.5 15.5 Long-term debt 981.9 987.5 Other liabilities 56.7 57.9 Equity 213.7 199.6 Total liabilities and equity $ 1,541.3 $ 1,481.5 Year Ended September 30, 2018 2017 2016 (in millions) Revenue $ 1,427.4 $ 1,340.2 $ 808.4 Gross margin 475.0 429.7 287.5 Selling and administrative expenses 330.2 316.8 167.8 Amortization expense 62.0 72.8 27.1 Interest expense 74.5 69.9 30.8 Restructuring and other charges 14.6 67.5 34.8 Net (loss) income $ (6.3 ) $ (97.3 ) $ 27.0 |
RETIREMENT PLANS (Tables)
RETIREMENT PLANS (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of Defined Benefit Pension Plans | The defined benefit pension plans are valued using a September 30 measurement date. U.S. Defined Benefit Pension Plans International Defined Benefit Pension Plans 2018 2017 2018 2017 (In millions) Change in projected benefit obligation: Benefit obligation at beginning of year $ 110.0 $ 118.2 $ 190.7 $ 206.2 Service cost — — — 0.9 Interest cost 3.1 2.8 4.2 3.7 Actuarial (gain) loss (5.8 ) (3.8 ) (6.8 ) (13.0 ) Benefits paid (7.2 ) (7.2 ) (8.2 ) (6.0 ) Divestiture — — — (7.1 ) Other — — — (0.8 ) Foreign currency translation — — (4.9 ) 6.8 Projected benefit obligation at end of year $ 100.1 $ 110.0 $ 175.0 $ 190.7 Accumulated benefit obligation at end of year $ 100.1 $ 110.0 $ 175.0 $ 190.7 Change in plan assets: Fair value of plan assets at beginning of year $ 87.5 $ 89.4 $ 181.2 $ 173.9 Actual return on plan assets 0.2 5.0 6.5 2.2 Employer contribution 0.2 0.3 7.7 5.6 Benefits paid (7.2 ) (7.2 ) (8.2 ) (6.0 ) Foreign currency translation — — (5.7 ) 6.3 Other — — — (0.8 ) Fair value of plan assets at end of year $ 80.7 $ 87.5 $ 181.5 $ 181.2 Overfunded (underfunded) status at end of year $ (19.4 ) $ (22.5 ) $ 6.5 $ (9.5 ) Information for pension plans with an accumulated benefit obligation in excess of plan assets: Projected benefit obligation $ 100.1 $ 110.0 $ 18.1 $ 190.7 Accumulated benefit obligation 100.1 110.0 18.1 190.7 Fair value of plan assets 80.7 87.5 — 181.2 Amounts recognized in the Consolidated Balance Sheets consist of: Noncurrent assets $ — $ — $ 24.7 $ 9.4 Current liabilities (0.2 ) (0.2 ) (1.0 ) (0.9 ) Noncurrent liabilities (19.2 ) (22.3 ) (17.2 ) (17.9 ) Total amount accrued $ (19.4 ) $ (22.5 ) $ 6.5 $ (9.4 ) Amounts recognized in accumulated other comprehensive loss consist of: Actuarial loss $ 37.9 $ 40.7 $ 42.6 $ 50.8 Total amount recognized $ 37.9 $ 40.7 $ 42.6 $ 50.8 U.S. Defined International 2018 2017 2018 2017 (In millions, except percentage figures) Total change in other comprehensive loss attributable to: Pension benefit gain during the period $ 1.3 $ 4.0 $ 5.9 $ 9.8 Reclassification of pension benefit losses to net income 1.5 1.7 1.1 1.9 Settlement loss during the period — — — 1.4 Foreign currency translation — — 1.2 (1.7 ) Total change in other comprehensive loss $ 2.8 $ 5.7 $ 8.2 $ 11.4 Amounts in accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost in fiscal 2019 are as follows: Actuarial loss $ 1.5 $ 0.9 Amount to be amortized into net periodic benefit cost $ 1.5 $ 0.9 Weighted average assumptions used in development of projected benefit obligation: Discount rate 3.95 % 3.41 % 2.57 % 2.47 % |
Components of Net Periodic Benefit Cost | U.S. Defined Benefit Pension Plans International Defined Benefit Pension Plans 2018 2017 2016 2018 2017 2016 (In millions, except percentage figures) Components of net periodic benefit (income) cost: Service cost $ — $ — $ — $ — $ 0.9 $ 0.9 Interest cost 3.1 2.8 4.3 4.2 3.7 6.3 Expected return on plan assets (4.6 ) (4.9 ) (5.0 ) (7.2 ) (7.7 ) (7.3 ) Net amortization 1.5 1.7 1.8 1.1 1.8 1.5 Net periodic benefit (income) cost — (0.4 ) 1.1 (1.9 ) (1.3 ) 1.4 Settlement — — — — 1.4 — Total benefit (income) cost $ — $ (0.4 ) $ 1.1 $ (1.9 ) $ 0.1 $ 1.4 Weighted average assumptions used in development of net periodic benefit (income) cost: Weighted average discount rate n/a n/a 3.81 % n/a n/a 3.58 % Weighted average discount rate - service cost n/a n/a n/a n/a 1.37 % n/a Weighted average discount rate - interest cost 2.87 % 2.44 % n/a 2.21 % 1.84 % n/a Expected return on plan assets 5.50 % 5.50 % 5.50 % 4.45 % 4.55 % 4.75 % Rate of compensation increase n/a n/a n/a n/a 3.50 % 3.53 % 2018 2017 2016 Components of net periodic benefit cost Service cost $ 0.3 $ 0.3 $ 0.2 Interest cost 0.7 0.7 1.0 Amortization of actuarial loss 0.2 0.4 0.1 Amortization of prior service credit (1.1 ) (1.1 ) (1.1 ) Total postretirement benefit cost $ 0.1 $ 0.3 $ 0.2 Discount rate used in development of net periodic benefit cost n/a n/a 4.03 % Discount rate used in development of service cost 3.71 % 3.44 % n/a Discount rate used in development of interest cost 2.96 % 2.56 % n/a |
Schedule of Other Information | U.S. Defined Benefit Pension Plans International Defined Benefit Pension Plans (In millions, except percentage figures) Other information: Plan asset allocations: Target for September 30, 2019: Equity securities 21 % 33 % Debt securities 75 % 64 % Real estate securities 4 % — % Cash and cash equivalents — % — % Insurance contracts — % 3 % September 30, 2018 Equity securities 22 % 34 % Debt securities 71 % 63 % Real estate securities 4 % — % Cash and cash equivalents 3 % 1 % Insurance contracts — % 2 % September 30, 2017 Equity securities 26 % 31 % Debt securities 67 % 66 % Real estate securities 4 % — % Cash and cash equivalents 3 % — % Insurance contracts — % 3 % Expected company contributions in fiscal 2019 $ 0.2 $ 6.6 Expected future benefit payments: 2019 $ 7.8 $ 5.2 2020 7.6 5.4 2021 7.5 5.6 2022 7.5 6.0 2023 7.4 6.3 2024 – 2028 34.4 35.0 |
Fair Value of The Company's Pension Plan Asset | The following tables set forth the fair value of the Company’s pension plan assets, segregated by level within the fair value hierarchy: September 30, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total (In millions) U.S. Defined Benefit Pension Plan Assets Cash and cash equivalents $ 2.6 $ — $ — $ 2.6 Mutual funds—real estate — 3.2 — 3.2 Mutual funds—equities — 18.0 — 18.0 Mutual funds—fixed income — 56.9 — 56.9 Total $ 2.6 $ 78.1 $ — $ 80.7 International Defined Benefit Pension Plan Assets Cash and cash equivalents $ 1.0 $ — $ — $ 1.0 Insurance contracts — 4.5 — 4.5 Mutual funds—equities — 61.2 — 61.2 Mutual funds—fixed income — 114.8 — 114.8 Total $ 1.0 $ 180.5 $ — $ 181.5 September 30, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total (In millions) U.S. Defined Benefit Pension Plan Assets Cash and cash equivalents $ 2.4 $ — $ — $ 2.4 Mutual funds—real estate — 3.7 — 3.7 Mutual funds—equities — 22.5 — 22.5 Mutual funds—fixed income — 58.9 — 58.9 Total $ 2.4 $ 85.1 $ — $ 87.5 International Defined Benefit Pension Plan Assets Cash and cash equivalents $ 0.4 $ — $ — $ 0.4 Insurance contracts — 4.7 — 4.7 Mutual funds—equities — 56.7 — 56.7 Mutual funds—fixed income — 119.4 — 119.4 Total $ 0.4 $ 180.8 $ — $ 181.2 |
ASSOCIATE MEDICAL BENEFITS (Tab
ASSOCIATE MEDICAL BENEFITS (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Defined Benefit Plan, Postretirement Medical Plan with Prescription Drug Benefits [Abstract] | |
Schedule of Changes in Accumulated Postemployment Benefit Obligations | The following table sets forth information about the retiree medical plan for domestic associates. The retiree medical plan is valued using a September 30 measurement date. 2018 2017 (In millions, except percentage figures) Change in Accumulated Plan Benefit Obligation (APBO): Benefit obligation at beginning of year $ 23.9 $ 26.2 Service cost 0.3 0.3 Interest cost 0.7 0.7 Plan participants’ contributions 0.3 0.3 Actuarial (gain) loss (1.9 ) (1.2 ) Benefits paid (1.9 ) (2.4 ) Benefit obligation at end of year $ 21.4 $ 23.9 Change in plan assets: Fair value of plan assets at beginning of year $ — $ — Employer contribution 1.6 2.1 Plan participants’ contributions 0.3 0.3 Gross benefits paid (1.9 ) (2.4 ) Fair value of plan assets at end of year $ — $ — Unfunded status at end of year $ (21.4 ) $ (23.9 ) Amounts recognized in the Consolidated Balance Sheets consist of: Current liabilities $ (1.8 ) $ (1.8 ) Noncurrent liabilities (19.6 ) (22.1 ) Total amount accrued $ (21.4 ) $ (23.9 ) Amounts recognized in accumulated other comprehensive loss consist of: Actuarial loss $ 1.1 $ 3.2 Unamortized prior service credit (4.7 ) (5.8 ) Total amount recognized $ (3.6 ) $ (2.6 ) Total change in other comprehensive loss attributable to: Benefit gain during the period $ (1.9 ) $ (1.1 ) Net amortization of prior service credit and actuarial loss during the year 0.9 0.7 Total change in other comprehensive loss (income) $ (1.0 ) $ (0.4 ) Discount rate used in development of APBO 4.17 % 3.56 % |
Schedule of Net Benefit Costs | U.S. Defined Benefit Pension Plans International Defined Benefit Pension Plans 2018 2017 2016 2018 2017 2016 (In millions, except percentage figures) Components of net periodic benefit (income) cost: Service cost $ — $ — $ — $ — $ 0.9 $ 0.9 Interest cost 3.1 2.8 4.3 4.2 3.7 6.3 Expected return on plan assets (4.6 ) (4.9 ) (5.0 ) (7.2 ) (7.7 ) (7.3 ) Net amortization 1.5 1.7 1.8 1.1 1.8 1.5 Net periodic benefit (income) cost — (0.4 ) 1.1 (1.9 ) (1.3 ) 1.4 Settlement — — — — 1.4 — Total benefit (income) cost $ — $ (0.4 ) $ 1.1 $ (1.9 ) $ 0.1 $ 1.4 Weighted average assumptions used in development of net periodic benefit (income) cost: Weighted average discount rate n/a n/a 3.81 % n/a n/a 3.58 % Weighted average discount rate - service cost n/a n/a n/a n/a 1.37 % n/a Weighted average discount rate - interest cost 2.87 % 2.44 % n/a 2.21 % 1.84 % n/a Expected return on plan assets 5.50 % 5.50 % 5.50 % 4.45 % 4.55 % 4.75 % Rate of compensation increase n/a n/a n/a n/a 3.50 % 3.53 % 2018 2017 2016 Components of net periodic benefit cost Service cost $ 0.3 $ 0.3 $ 0.2 Interest cost 0.7 0.7 1.0 Amortization of actuarial loss 0.2 0.4 0.1 Amortization of prior service credit (1.1 ) (1.1 ) (1.1 ) Total postretirement benefit cost $ 0.1 $ 0.3 $ 0.2 Discount rate used in development of net periodic benefit cost n/a n/a 4.03 % Discount rate used in development of service cost 3.71 % 3.44 % n/a Discount rate used in development of interest cost 2.96 % 2.56 % n/a |
Schedule of Expected Benefit Payments | The following benefit payments under the plan are expected to be paid by the Company and the retirees for the fiscal years indicated: Gross Benefit Payments Retiree Contributions Net Company Payments (In millions) 2019 $ 2.3 $ (0.5 ) $ 1.8 2020 2.4 (0.6 ) 1.8 2021 2.5 (0.7 ) 1.8 2022 2.5 (0.7 ) 1.8 2023 2.5 (0.7 ) 1.8 2024 – 2028 10.9 (3.3 ) 7.6 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Long-Term Debt | The components of debt are as follows: September 30, 2018 2017 (In millions) Credit Facilities: Revolving loans $ 492.2 $ 300.5 Term loans 790.0 273.8 Senior Notes – 5.250% 250.0 250.0 Senior Notes – 6.000% 400.0 400.0 Receivables facility 76.0 80.0 Other 17.5 105.4 Total debt 2,025.7 1,409.7 Less current portions 132.6 143.1 Less unamortized debt issuance costs 9.3 8.6 Long-term debt $ 1,883.8 $ 1,258.0 |
Schedule of Company's Debt Maturities | The Company’s debt matures as follows for each of the next five fiscal years and thereafter (in millions): 2019 $ 132.6 2020 40.9 2021 40.0 2022 40.0 2023 1,122.2 Thereafter 650.0 $ 2,025.7 |
Schedule of Derivative Instruments | The notional amount, effective date, expiration date and rate of each of these swap agreements outstanding at September 30, 2018 are shown in the table below: Notional Amount Effective Expiration Fixed $ 150 (b) 2/7/2017 5/7/2019 2.12 % 50 (b) 2/7/2017 5/7/2019 2.25 % 50 2/28/2018 5/28/2019 2.01 % 200 (c) 12/20/2016 6/20/2019 2.12 % 250 (d) 1/8/2018 6/8/2020 2.09 % 100 6/20/2018 10/20/2020 2.15 % (a) The effective date refers to the date on which interest payments were first hedged by the applicable swap agreement. (b) Interest payments made during the three-month period of each year that begins with the month and day of the effective date are hedged by the swap agreement. (c) Interest payments made during the six-month period of each year that begins with the month and day of the effective date are hedged by the swap agreement. (d) Notional amount adjusts in accordance with a specified seasonal schedule. This represents the maximum notional amount at any point in time. |
Schedule of Estimated Fair Values of the Company's Debt Instruments | The estimated fair values of the Company’s debt instruments are as follows: Year Ended September 30, 2018 2017 Carrying Amount Fair Value Carrying Amount Fair Value (In millions) Revolving loans $ 492.2 $ 492.2 $ 300.5 $ 300.5 Term loans 790.0 790.0 273.8 273.8 Senior Notes – 5.250% 250.0 239.4 250.0 264.4 Senior Notes – 6.000% 400.0 411.0 400.0 427.0 Receivables facility 76.0 76.0 80.0 80.0 Other 17.5 17.5 105.4 105.4 |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of Authorized and Issued Shares | Authorized and issued shares consisted of the following: September 30, 2018 2017 (In millions) Preferred shares, no par value: Authorized 0.2 shares 0.2 shares Issued 0.0 shares 0.0 shares Common shares, no par value, $.01 stated value per share: Authorized 100.0 shares 100.0 shares Issued 68.1 shares 68.1 shares |
Schedule of Share-Based Awards Granted | The following is a summary of the share-based awards granted during each of the periods indicated: Year Ended September 30, 2018 2017 2016 Employees Options — — 444,890 Restricted stock units 198,807 109,708 74,467 Performance units 246,430 487,809 56,315 Board of Directors Deferred stock units 25,858 24,291 28,621 Total share-based awards 471,095 621,808 604,293 Aggregate fair value at grant dates (in millions) $ 43.5 $ 57.8 $ 16.4 |
Schedule of Share-Based Compensation | Total share-based compensation was as follows for each of the periods indicated: Year Ended September 30, 2018 2017 2016 (In millions) Share-based compensation $ 40.5 $ 25.2 $ 15.6 Tax benefit recognized 10.5 9.8 6.0 |
Schedule of Aggregate Stock Option Activity | Aggregate stock option activity was as follows: No. of Options Wtd. Avg. Exercise Price Awards outstanding at September 30, 2017 1,517,310 $ 53.05 Granted — — Exercised (294,153 ) 29.57 Forfeited (6,065 ) 61.51 Awards outstanding at September 30, 2018 1,217,092 58.68 Exercisable 804,941 53.56 |
Summary of Certain Information Pertaining to Stock Option Awards Outstanding and Exercisable | The following summarizes certain information pertaining to stock option awards outstanding and exercisable at September 30, 2018 (options in millions): Awards Outstanding Awards Exercisable Range of Exercise Price No. of Options Wtd. Avg. Remaining Life Wtd. Avg. Exercise Price No. of Options Wtd. Avg. Remaining Life Wtd. Avg. Exercise Price $38.81 – $49.19 0.4 2.44 $ 45.24 0.4 2.44 $ 45.24 $63.43 – $68.68 0.8 6.87 66.26 0.4 6.34 63.53 1.2 5.27 $ 58.68 0.8 4.21 $ 53.56 |
Schedule of Intrinsic Value of Stock Option Awards Outstanding and Exercisable | The intrinsic values of the stock option awards outstanding and exercisable at September 30, 2018 were as follows (in millions): 2018 Outstanding $ 24.4 Exercisable 20.3 |
Schedule of Weighted Average Assumptions for Awards Granted | The weighted average assumptions for awards granted in 2016 are as follows: 2016 Expected market price volatility 25.5 % Risk-free interest rates 1.5 % Expected dividend yield 2.7 % Expected life of stock options in years 6.0 Estimated weighted-average fair value per stock option $ 12.33 |
Schedule of Restricted Share-Based Award Activity | Restricted share-based award activity (including restricted stock units and deferred stock units) was as follows: No. of Shares Wtd. Avg. Grant Date Fair Value per Share Awards outstanding at September 30, 2015 381,509 $ 57.22 Granted 103,088 69.00 Vested (161,440 ) 47.21 Forfeited (17,494 ) 60.18 Awards outstanding at September 30, 2016 305,663 66.31 Granted 133,999 92.70 Vested (144,029 ) 60.66 Forfeited (4,114 ) 72.40 Awards outstanding at September 30, 2017 291,519 81.15 Granted 224,665 87.09 Vested (92,842 ) 67.63 Forfeited (19,902 ) 83.69 Awards outstanding at September 30, 2018 403,440 87.42 |
Schedule of Performance-Based Award Activity | Performance-based award activity was as follows (based on target award amounts): No. of Units Wtd. Avg. Grant Date Fair Value per Unit Awards outstanding at September 30, 2015 339,224 $ 54.86 Granted 56,315 68.68 Vested (128,941 ) 45.06 Forfeited — — Awards outstanding at September 30, 2016 266,598 62.52 Granted 487,809 92.95 Vested (147,696 ) 59.82 Forfeited (9,778 ) 65.39 Awards outstanding at September 30, 2017 596,933 88.01 Granted 246,430 97.04 Vested (53,644 ) 63.43 Forfeited (33,912 ) 95.37 Awards outstanding at September 30, 2018 755,807 92.96 |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Information to Calculate Basic and Diluted Earnings (Loss) Per Common Share | The following table presents information necessary to calculate basic and diluted income per Common Share. Year Ended September 30, 2018 2017 2016 (In millions, except per share data) Income from continuing operations $ 127.6 $ 198.3 $ 246.1 Net (income) loss attributable to noncontrolling interest — (0.5 ) 0.5 Income attributable to controlling interest from continuing operations 127.6 197.8 246.6 Income (loss) from discontinued operations, net of tax (63.9 ) 20.5 68.7 Net income attributable to controlling interest $ 63.7 $ 218.3 $ 315.3 BASIC INCOME PER COMMON SHARE: Weighted-average Common Shares outstanding during the period 56.2 59.4 61.1 Income from continuing operations $ 2.27 $ 3.33 $ 4.04 Income (loss) from discontinued operations (1.14 ) 0.35 1.12 Net income $ 1.13 $ 3.68 $ 5.16 DILUTED INCOME PER COMMON SHARE: Weighted-average Common Shares outstanding during the period 56.2 59.4 61.1 Dilutive potential Common Shares 0.9 0.8 0.9 Weighted-average number of Common Shares outstanding and dilutive potential Common Shares 57.1 60.2 62.0 Income from continuing operations $ 2.23 $ 3.29 $ 3.98 Income (loss) from discontinued operations (1.11 ) 0.34 1.11 Net income $ 1.12 $ 3.63 $ 5.09 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Provision (Benefit) For Income Taxes Allocated to Continuing Operations | The provision (benefit) for income taxes allocated to continuing operations consisted of the following: Year Ended September 30, 2018 2017 2016 (In millions) Current: Federal $ 47.7 $ 104.5 $ 89.7 State 10.3 12.4 11.8 Foreign 0.2 8.1 4.3 Total Current 58.2 125.0 105.8 Deferred: Federal (58.4 ) (7.4 ) 30.7 State (2.0 ) (0.5 ) 2.5 Foreign (9.7 ) (0.5 ) (1.4 ) Total Deferred (70.1 ) (8.4 ) 31.8 Provision (benefit) for income taxes $ (11.9 ) $ 116.6 $ 137.6 |
The Domestic and Foreign Components of Income From Continuing Operations Before Income Taxes | The domestic and foreign components of income from continuing operations before income taxes were as follows: Year Ended September 30, 2018 2017 2016 (In millions) Domestic $ 159.5 $ 296.0 $ 357.0 Foreign (43.8 ) 18.9 26.7 Income from continuing operations before income taxes $ 115.7 $ 314.9 $ 383.7 |
Reconciliation of the Federal Corporate Income Tax Rate and the Effective Tax Rate | A reconciliation of the federal corporate income tax rate and the effective tax rate on income from continuing operations before income taxes is summarized below: Year Ended September 30, 2018 2017 2016 Statutory income tax rate 24.5 % 35.0 % 35.0 % Effect of foreign operations 7.4 3.1 0.3 State taxes, net of federal benefit 6.5 2.9 2.9 Domestic Production Activities Deduction permanent difference (4.4 ) (3.1 ) (2.5 ) Effect of other permanent differences (3.0 ) 0.4 0.4 Research and Experimentation and other federal tax credits (1.7 ) (0.4 ) (0.3 ) Resolution of prior tax contingencies 1.3 0.9 (0.1 ) Effect of tax reform (38.7 ) — — Other (2.2 ) (1.8 ) 0.2 Effective income tax rate (10.3 )% 37.0 % 35.9 % |
Components of Deferred Income Tax Assets and Liabilities | The components of the deferred income tax assets and liabilities were as follows: September 30, 2018 2017 (In millions) DEFERRED TAX ASSETS Inventories $ 9.3 $ 8.0 Accrued liabilities 68.4 58.9 Postretirement benefits 7.7 19.9 Accounts receivable 4.7 5.3 Federal NOL carryovers 10.9 20.3 State NOL carryovers 1.5 1.3 Foreign NOL carryovers 3.8 3.7 Foreign tax credit carryovers 16.4 7.6 Other 2.0 (1.6 ) Gross deferred tax assets 124.7 123.4 Valuation allowance (33.6 ) (29.7 ) Total deferred tax assets 91.1 93.7 DEFERRED TAX LIABILITIES Property, plant and equipment (50.9 ) (68.5 ) Intangible assets (54.1 ) (127.5 ) Outside basis difference in equity investments (45.4 ) (47.5 ) Interest rate swaps (1.0 ) — Other (9.3 ) (7.7 ) Total deferred tax liabilities (160.7 ) (251.2 ) Net deferred tax liability $ (69.6 ) $ (157.5 ) |
Reconciliation of the Unrecognized Tax Benefits | A reconciliation of the unrecognized tax benefits is as follows: Year Ended September 30, 2018 2017 2016 (In millions) Balance at beginning of year $ 10.2 $ 5.1 $ 9.2 Additions for tax positions of the current year 0.9 1.4 0.3 Additions for tax positions of prior years 6.1 3.9 1.9 Reductions for tax positions of prior years (0.8 ) (0.2 ) (2.6 ) Settlements with tax authorities (1.9 ) 0.9 (2.7 ) Expiration of statutes of limitation (0.6 ) (0.9 ) (1.0 ) Balance at end of year $ 13.9 $ 10.2 $ 5.1 |
DERIVATIVE INSTRUMENTS AND HE_2
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Outstanding Commodity Contracts that Hedge Forecasted Purchases | The Company had the following outstanding commodity contracts that were entered into to hedge forecasted purchases: September 30, 2018 2017 Commodity Urea 88,000 tons 76,500 tons Diesel 5,460,000 gallons 5,586,000 gallons Heating Oil 1,218,000 gallons 1,386,000 gallons |
Summary of Fair Values of the Company's Derivative Instruments | The fair values of the Company’s derivative instruments were as follows: Assets / (Liabilities) 2018 2017 Derivatives Designated As Hedging Instruments Balance Sheet Location Fair Value (In millions) Interest rate swap agreements Prepaid and other current assets $ 2.0 $ 1.3 Other assets 1.8 — Other current liabilities — (0.8 ) Other liabilities — (0.4 ) Commodity hedging instruments Prepaid and other current assets 6.1 3.2 Total derivatives designated as hedging instruments $ 9.9 $ 3.3 Derivatives Not Designated As Hedging Instruments Balance Sheet Location Currency forward contracts Prepaid and other current assets $ 0.9 $ 2.0 Other current liabilities (1.5 ) (0.2 ) Commodity hedging instruments Prepaid and other current assets 1.7 0.6 Total derivatives not designated as hedging instruments 1.1 2.4 Total derivatives $ 11.0 $ 5.7 |
Schedule of the Effect of Derivative Instruments on AOCI and Operations | The effect of derivative instruments on AOCI and the Consolidated Statements of Operations for the years ended September 30 was as follows: Amount Of Gain / (Loss) Recognized In AOCI Derivatives In Cash Flow Hedging Relationships 2018 2017 (In millions) Interest rate swap agreements $ 3.7 $ 2.2 Commodity hedging instruments 5.6 2.7 Total $ 9.3 $ 4.9 Reclassified From AOCI Into Amount Of Gain / (Loss) Derivatives In Cash Flow Hedging Relationships Statement Of Operations 2018 2017 (In millions) Interest rate swap agreements Interest expense $ 1.0 $ (1.7 ) Commodity hedging instruments Cost of sales 2.1 (0.1 ) Total $ 3.1 $ (1.8 ) Recognized In Amount Of Gain / (Loss) Derivatives Not Designated As Hedging Instruments Statement of Operations 2018 2017 (In millions) Currency forward contracts Other income, net $ 11.6 $ 0.1 Commodity hedging instruments Cost of sales 3.3 0.7 Total $ 14.9 $ 0.8 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring Basis | The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis at September 30, 2018 : Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total (In millions) Assets Cash equivalents $ 1.4 $ — $ — $ 1.4 Derivatives Interest rate swap agreements — 3.8 — 3.8 Currency forward contracts — 0.9 — 0.9 Commodity hedging instruments — 7.8 — 7.8 Other 19.4 — 13.0 32.4 Total $ 20.8 $ 12.5 $ 13.0 $ 46.3 Liabilities Derivatives Currency forward contracts $ — $ (1.5 ) $ — $ (1.5 ) Other — — (0.9 ) (0.9 ) Total $ — $ (1.5 ) $ (0.9 ) $ (2.4 ) The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis at September 30, 2017 : Quoted Prices Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total (In millions) Assets Cash equivalents $ 26.2 $ — $ — $ 26.2 Derivatives Interest rate swap agreements — 1.3 — 1.3 Currency forward contracts — 2.0 — 2.0 Commodity hedging instruments — 3.8 — 3.8 Other 15.7 — 11.8 27.5 Total $ 41.9 $ 7.1 $ 11.8 $ 60.8 Liabilities Derivatives Interest rate swap agreements $ — $ (1.2 ) $ — $ (1.2 ) Currency forward contracts — (0.2 ) — (0.2 ) Long-term debt — — (55.6 ) (55.6 ) Total $ — $ (1.4 ) $ (55.6 ) $ (57.0 ) |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments for non-cancelable operating leases at September 30, 2018 , were as follows (in millions): 2019 $ 44.7 2020 35.8 2021 25.9 2022 15.8 2023 6.6 Thereafter 7.2 Total future minimum lease payments $ 136.0 |
Other Residual Value Guarantee Amounts | Other residual value guarantee amounts that apply at the conclusion of non-cancelable lease terms are as follows: Amount of Guarantee Lease Termination Date (In millions) Corporate aircraft $ 27.0 2019 |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Unconditional Purchase Obligations That Have Not Been Recognized | The Company has the following unconditional purchase obligations due during each of the next five fiscal years that have not been recognized in the Consolidated Balance Sheet at September 30, 2018 (in millions): 2019 $ 140.8 2020 80.2 2021 46.2 2022 27.9 2023 12.4 Thereafter 5.1 $ 312.6 |
CONCENTRATIONS OF CREDIT RISK (
CONCENTRATIONS OF CREDIT RISK (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Accounts Receivable Credit Risk | Concentrations of net sales and accounts receivable in the United States as a percentage of consolidated net sales and accounts receivable at September 30 were as follows: Percentage of Net Sales Percentage of Net Accounts Receivable at September 30, 2018 2017 2016 2018 2017 Concentration in United States 89 % 90 % 92 % 88 % 83 % |
Percentages of Three Largest Customers Consolidated Net Sales | These three customers accounted for the following percentages of net sales for the fiscal years ended September 30 : Percentage of Net Sales 2018 2017 2016 Home Depot 35 % 35 % 38 % Lowe’s 17 % 17 % 19 % Walmart 9 % 9 % 12 % |
OTHER INCOME, NET (Tables)
OTHER INCOME, NET (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Other Income and Expenses [Abstract] | |
Schedule of Other (Income) Expense | Other (income) expense consisted of the following: Year Ended September 30, 2018 2017 2016 (In millions) Royalty income, net $ (2.8 ) $ (4.8 ) $ (5.9 ) Interest on loans receivable — (10.0 ) (3.9 ) Foreign currency losses 0.9 0.8 0.3 Other (4.8 ) (2.6 ) (4.3 ) Total $ (6.7 ) $ (16.6 ) $ (13.8 ) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Financial Information | The following tables present financial information for the Company’s reportable segments for the periods indicated: Year Ended September 30, 2018 2017 2016 (In millions) Net sales: U.S. Consumer $ 2,109.6 $ 2,160.5 $ 2,204.4 Hawthorne 344.9 287.2 121.2 Other 208.9 194.4 180.6 Consolidated $ 2,663.4 $ 2,642.1 $ 2,506.2 Segment Profit (Loss): U.S. Consumer $ 496.6 $ 521.5 $ 493.7 Hawthorne (6.1 ) 35.5 11.8 Other 11.2 13.4 10.4 Total Segment Profit 501.7 570.4 515.9 Corporate (120.8 ) (109.6 ) (98.9 ) Intangible asset amortization (29.2 ) (22.5 ) (14.9 ) Impairment, restructuring and other (152.8 ) (4.9 ) 33.8 Equity in income (loss) of unconsolidated affiliates (a) 4.9 (29.0 ) 19.5 Costs related to refinancing — — (8.8 ) Interest expense (86.4 ) (76.1 ) (62.9 ) Other non-operating expense, net (1.7 ) (13.4 ) — Income from continuing operations before income taxes $ 115.7 $ 314.9 $ 383.7 Depreciation and amortization: U.S. Consumer $ 46.7 $ 47.9 $ 48.1 Hawthorne 27.8 18.4 9.2 Other 5.6 4.8 2.1 Corporate 3.3 2.7 2.9 $ 83.4 $ 73.8 $ 62.3 Capital expenditures: U.S. Consumer $ 53.2 $ 53.4 $ 46.3 Hawthorne 8.7 7.1 1.2 Other 6.3 5.0 6.3 $ 68.2 $ 65.5 $ 53.8 (a) Included within equity in income (loss) of unconsolidated affiliates for fiscal 2017 are charges of $25.2 million , which represent the Company’s share of restructuring and other charges incurred by the TruGreen Joint Venture, including a charge of $7.2 million related to costs associated with TruGreen’s August 2017 refinancing. For fiscal 2016, the Company’s share of restructuring and other charges incurred by the TruGreen Joint Venture of $11.7 million were included within impairment, restructuring and other above. September 30, 2018 2017 (In millions) Total assets: U.S. Consumer $ 1,702.2 $ 1,650.3 Hawthorne 978.6 648.0 Other 161.3 150.7 Corporate 212.4 298.0 Consolidated $ 3,054.5 $ 2,747.0 |
Net sales by product category | The following table presents net sales by product category: Year Ended September 30, 2018 2017 2016 Net sales: Growing media 35 % 34 % 38 % Lawn care 29 30 31 Controls 13 13 13 Indoor, urban and hydroponic gardening 13 11 5 Roundup ® Marketing Agreement 4 5 5 Other, primarily gardening and landscape 6 7 8 Segment total product sales 100 % 100 % 100 % |
Net Sales and Long-lived Assets by Geographic Area | The following table presents net sales by geographic area: Year Ended September 30, 2018 2017 2016 (In millions) Net sales: United States $ 2,375.5 $ 2,385.1 $ 2,314.8 International 287.9 257.0 191.4 $ 2,663.4 $ 2,642.1 $ 2,506.2 The following table presents long-lived assets (property, plant and equipment and finite-lived intangibles) by geographic area: September 30, 2018 2017 (In millions) Long-lived assets: United States $ 789.8 $ 586.2 International 162.7 194.8 $ 952.5 $ 781.0 |
QUARTERLY CONSOLIDATED FINANC_2
QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of the Unaudited Quarterly Results of Operations | The following is a summary of the unaudited quarterly results of operations: First Quarter Second Quarter Third Quarter Fourth Quarter Full Year (In millions, except per share data) FISCAL 2018 Net sales $ 221.5 $ 1,013.3 $ 994.6 $ 433.9 $ 2,663.4 Gross profit 34.0 409.2 347.6 73.7 864.6 Income (loss) from continuing operations (20.0 ) 152.7 125.5 (130.6 ) 127.6 Income (loss) from discontinued operations, net of tax (1.2 ) (3.7 ) (42.7 ) (16.3 ) (63.9 ) Net income (loss) (21.2 ) 149.0 82.8 (146.9 ) 63.7 Net income (loss) attributable to controlling interest (21.2 ) 148.9 82.9 (147.0 ) 63.7 Basic income (loss) per Common Share: Income (loss) from continuing operations $ (0.35 ) $ 2.70 $ 2.27 $ (2.36 ) $ 2.27 Income (loss) from discontinued operations (0.02 ) (0.06 ) (0.77 ) (0.29 ) (1.14 ) Basic net income (loss) per Common Share $ (0.37 ) $ 2.64 $ 1.50 $ (2.65 ) $ 1.13 Common Shares used in basic EPS calculation 57.6 56.5 55.4 55.4 56.2 Diluted income (loss) per Common Share: Income (loss) from continuing operations $ (0.35 ) $ 2.66 $ 2.23 $ (2.36 ) $ 2.23 Income (loss) from discontinued operations (0.02 ) (0.07 ) (0.76 ) (0.29 ) (1.11 ) Diluted net income (loss) per Common Share $ (0.37 ) $ 2.59 $ 1.47 $ (2.65 ) $ 1.12 Common Shares and dilutive potential Common Shares used in diluted EPS calculation 57.6 57.4 56.3 55.4 57.1 FISCAL 2017 Net sales $ 207.4 $ 1,084.6 $ 973.4 $ 376.7 $ 2,642.1 Gross profit 36.8 464.3 383.4 88.1 972.6 Income (loss) from continuing operations (58.1 ) 154.1 144.6 (42.3 ) 198.3 Income (loss) from discontinued operations, net of tax (6.8 ) 11.1 7.3 8.9 20.5 Net income (loss) (64.9 ) 165.2 151.9 (33.4 ) 218.8 Net income (loss) attributable to controlling interest (65.3 ) 165.1 151.9 (33.4 ) 218.3 Basic income (loss) per Common Share: Income (loss) from continuing operations $ (0.97 ) $ 2.58 $ 2.44 $ (0.72 ) $ 3.33 Income (loss) from discontinued operations (0.12 ) 0.18 0.13 0.15 0.35 Basic net income (loss) per Common Share $ (1.09 ) $ 2.76 $ 2.57 $ (0.57 ) $ 3.68 Common Shares used in basic EPS calculation 60.1 59.8 59.2 58.4 59.4 Diluted income (loss) per Common Share: Income (loss) from continuing operations $ (0.97 ) $ 2.55 $ 2.41 $ (0.72 ) $ 3.29 Income (loss) from discontinued operations (0.12 ) 0.18 0.12 0.15 0.34 Diluted net income (loss) per Common Share $ (1.09 ) $ 2.73 $ 2.53 $ (0.57 ) $ 3.63 Common Shares and dilutive potential Common Shares used in diluted EPS calculation 60.1 60.6 60.0 58.4 60.2 The sum of the quarters may not equal full year due to rounding. |
FINANCIAL INFORMATION FOR SUB_2
FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTORS (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Consolidating Statement of Operations | THE SCOTTS MIRACLE-GRO COMPANY Condensed, Consolidating Statement of Operations for the fiscal year ended September 30, 2017 (In millions) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidated Net sales $ — $ 2,308.4 $ 333.7 $ — $ 2,642.1 Cost of sales — 1,415.8 253.7 — 1,669.5 Gross profit — 892.6 80.0 — 972.6 Operating expenses: Selling, general and administrative — 480.4 69.1 1.4 550.9 Impairment, restructuring and other — 4.5 0.4 — 4.9 Other (income) loss, net (0.8 ) (14.2 ) (1.6 ) — (16.6 ) Income (loss) from operations 0.8 421.9 12.1 (1.4 ) 433.4 Equity (income) loss in subsidiaries (250.4 ) (15.9 ) — 266.3 — Other non-operating (income) loss (20.7 ) — (21.4 ) 42.1 — Equity in (income) loss of unconsolidated affiliates — 28.9 0.1 — 29.0 Interest expense 70.1 43.8 4.3 (42.1 ) 76.1 Other non-operating expense, net — — 13.4 — 13.4 Income (loss) from continuing operations before income taxes 201.8 365.1 15.7 (267.7 ) 314.9 Income tax expense (benefit) from continuing operations (18.0 ) 128.8 5.8 — 116.6 Income (loss) from continuing operations 219.8 236.3 9.9 (267.7 ) 198.3 Income (loss) from discontinued operations, net of tax — (0.7 ) 21.2 — 20.5 Net income (loss) $ 219.8 $ 235.6 $ 31.1 $ (267.7 ) $ 218.8 Net (income) loss attributable to noncontrolling interest — — — (0.5 ) (0.5 ) Net income (loss) attributable to controlling interest $ 219.8 $ 235.6 $ 31.1 $ (268.2 ) $ 218.3 THE SCOTTS MIRACLE-GRO COMPANY Condensed, Consolidating Statement of Operations for the fiscal year ended September 30, 2016 (In millions) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidated Net sales $ — $ 2,285.6 $ 220.6 $ — $ 2,506.2 Cost of sales — 1,434.7 165.3 — 1,600.0 Cost of sales—impairment, restructuring and other — 5.9 — — 5.9 Gross profit — 845.0 55.3 — 900.3 Operating expenses: Selling, general and administrative — 461.8 54.7 1.5 518.0 Impairment, restructuring and other — (49.8 ) (1.7 ) — (51.5 ) Other (income) loss, net (0.5 ) (12.8 ) (0.5 ) — (13.8 ) Income (loss) from operations 0.5 445.8 2.8 (1.5 ) 447.6 Equity (income) loss in subsidiaries (348.2 ) (8.4 ) — 356.6 — Other non-operating (income) loss (22.0 ) — (22.4 ) 44.4 — Equity in (income) loss of unconsolidated affiliates — (7.9 ) 0.1 — (7.8 ) Costs related to refinancing 8.8 — — — 8.8 Interest expense 62.1 43.6 1.6 (44.4 ) 62.9 Income (loss) from continuing operations before income taxes 299.8 418.5 23.5 (358.1 ) 383.7 Income tax expense (benefit) from continuing operations (17.2 ) 146.1 8.7 — 137.6 Income (loss) from continuing operations 317.0 272.4 14.8 (358.1 ) 246.1 Income (loss) from discontinued operations, net of tax — 66.3 2.4 — 68.7 Net income (loss) $ 317.0 $ 338.7 $ 17.2 $ (358.1 ) $ 314.8 Net (income) loss attributable to noncontrolling interest — — — 0.5 0.5 Net income (loss) attributable to controlling interest $ 317.0 $ 338.7 $ 17.2 $ (357.6 ) $ 315.3 THE SCOTTS MIRACLE-GRO COMPANY Condensed, Consolidating Statement of Operations for the fiscal year ended September 30, 2018 (In millions) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidations Consolidated Net sales $ — $ 2,322.8 $ 340.6 $ — $ 2,663.4 Cost of sales — 1,507.1 271.2 — 1,778.3 Cost of sales—impairment, restructuring and other — 14.7 5.8 — 20.5 Gross profit — 801.0 63.6 — 864.6 Operating expenses: Selling, general and administrative — 467.6 71.2 1.3 540.1 Impairment, restructuring and other — 83.1 49.2 — 132.3 Other (income) loss, net (0.9 ) (3.5 ) (2.3 ) — (6.7 ) Income (loss) from operations 0.9 253.8 (54.5 ) (1.3 ) 198.9 Equity (income) loss in subsidiaries (121.4 ) 29.3 — 92.1 — Equity in (income) loss of unconsolidated affiliates — (4.8 ) (0.1 ) — (4.9 ) Interest expense 75.9 51.7 3.8 (45.0 ) 86.4 Other non-operating (income) expense, net (23.9 ) (10.1 ) (9.3 ) 45.0 1.7 Income (loss) from continuing operations before income taxes 70.3 187.7 (48.9 ) (93.4 ) 115.7 Income tax expense (benefit) from continuing operations 5.2 (22.2 ) 5.1 — (11.9 ) Income (loss) from continuing operations 65.1 209.9 (54.0 ) (93.4 ) 127.6 Income (loss) from discontinued operations, net of tax — (64.5 ) 0.6 — (63.9 ) Net income (loss) $ 65.1 $ 145.4 $ (53.4 ) $ (93.4 ) $ 63.7 Net (income) loss attributable to noncontrolling interest — — — — — Net income (loss) attributable to controlling interest $ 65.1 $ 145.4 $ (53.4 ) $ (93.4 ) $ 63.7 |
Condensed Consolidating Statement of Comprehensive Income | THE SCOTTS MIRACLE-GRO COMPANY Condensed, Consolidating Statement of Comprehensive Income (Loss) for the fiscal year ended September 30, 2018 (In millions) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidated Net income (loss) $ 65.1 $ 145.4 $ (53.4 ) $ (93.4 ) $ 63.7 Other comprehensive income (loss), net of tax: Net foreign currency translation adjustment 9.0 — 9.0 (9.0 ) 9.0 Net change in derivatives 6.2 3.5 — (3.5 ) 6.2 Net change in pension and other post-retirement benefits 8.0 2.8 5.2 (8.0 ) 8.0 Total other comprehensive income (loss) 23.2 6.3 14.2 (20.5 ) 23.2 Comprehensive income (loss) $ 88.3 $ 151.7 $ (39.2 ) $ (113.9 ) $ 86.9 Comprehensive (income) loss attributable to noncontrolling interest — — — — — Comprehensive income (loss) attributable to controlling interest $ 88.3 $ 151.7 $ (39.2 ) $ (113.9 ) $ 86.9 THE SCOTTS MIRACLE-GRO COMPANY Condensed, Consolidating Statement of Comprehensive Income (Loss) for the fiscal year ended September 30, 2017 (In millions) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidated Net income (loss) $ 219.8 $ 235.6 $ 31.1 $ (267.7 ) $ 218.8 Other comprehensive income (loss), net of tax: Net foreign currency translation adjustment 28.2 — 28.2 (28.2 ) 28.2 Net change in derivatives 6.7 2.8 — (2.8 ) 6.7 Net change in pension and other post-retirement benefits 13.2 3.7 9.5 (13.2 ) 13.2 Total other comprehensive income (loss) 48.1 6.5 37.7 (44.2 ) 48.1 Comprehensive income (loss) $ 267.9 $ 242.1 $ 68.8 $ (311.9 ) $ 266.9 Comprehensive (income) loss attributable to noncontrolling interest — — — (0.9 ) (0.9 ) Comprehensive income attributable to controlling interest $ 267.9 $ 242.1 $ 68.8 $ (312.8 ) $ 266.0 THE SCOTTS MIRACLE-GRO COMPANY Condensed, Consolidating Statement of Comprehensive Income (Loss) for the fiscal year ended September 30, 2016 (In millions) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidated Net income (loss) $ 317.0 $ 338.7 $ 17.2 $ (358.1 ) $ 314.8 Other comprehensive income (loss), net of tax: Net foreign currency translation adjustment (6.2 ) — (6.2 ) 6.2 (6.2 ) Net change in derivatives 4.3 0.3 — (0.3 ) 4.3 Net change in pension and other post-retirement benefits (8.2 ) 0.4 (8.6 ) 8.2 (8.2 ) Total other comprehensive income (loss) (10.1 ) 0.7 (14.8 ) 14.1 (10.1 ) Comprehensive income (loss) $ 306.9 $ 339.4 $ 2.4 $ (344.0 ) $ 304.7 Comprehensive (income) loss attributable to noncontrolling interest — — — 0.5 0.5 Comprehensive income attributable to controlling interest $ 306.9 $ 339.4 $ 2.4 $ (343.5 ) $ 305.2 |
Condensed Consolidating Statement of Cash Flows | THE SCOTTS MIRACLE-GRO COMPANY Condensed, Consolidating Statement of Cash Flows for the fiscal year ended September 30, 2018 (In millions) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidated NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (a) $ 6.1 $ 294.2 $ 68.4 $ (26.2 ) $ 342.5 INVESTING ACTIVITIES (a) Proceeds from sale of long-lived assets — 4.7 0.4 — 5.1 Post-closing working capital payment related to sale of International Business — (35.3 ) — — (35.3 ) Investments in property, plant and equipment — (61.1 ) (7.1 ) — (68.2 ) Investments in loans receivable — (16.6 ) (0.5 ) — (17.1 ) Proceeds from loans receivable — 14.3 — — 14.3 Net distributions from (investments in) unconsolidated affiliates — — (0.1 ) — (0.1 ) Investments in acquired businesses, net of cash acquired — (455.9 ) (37.0 ) — (492.9 ) Return of investments from affiliates 1,306.9 — — (1,306.9 ) — Investing cash flows from (to) affiliates (869.9 ) (90.8 ) (81.5 ) 1,042.2 — Other investing, net — 12.7 0.8 — 13.5 Net cash provided by (used in) investing activities 437.0 (628.0 ) (125.0 ) (264.7 ) (580.7 ) FINANCING ACTIVITIES Borrowings under revolving and bank lines of credit and term loans — 2,658.4 328.6 — 2,987.0 Repayments under revolving and bank lines of credit and term loans — (2,005.5 ) (307.4 ) — (2,312.9 ) Financing and issuance fees (5.9 ) (0.2 ) — — (6.1 ) Dividends paid (120.0 ) (1,306.9 ) (26.2 ) 1,333.1 (120.0 ) Purchase of Common Shares (327.7 ) — — — (327.7 ) Payments on seller notes — (0.2 ) (8.7 ) — (8.9 ) Cash received from exercise of stock options 10.5 — — — 10.5 Acquisition of noncontrolling interests — — (70.7 ) — (70.7 ) Financing cash flows from (to) affiliates — 951.4 90.8 (1,042.2 ) — Net cash provided by (used in) financing activities (443.1 ) 297.0 6.4 290.9 151.2 Effect of exchange rate changes on cash — — 0.4 — 0.4 Net increase (decrease) in cash and cash equivalents — (36.8 ) (49.8 ) — (86.6 ) Cash and cash equivalents at beginning of year — 39.8 80.7 — 120.5 Cash and cash equivalents at end of year $ — $ 3.0 $ 30.9 $ — $ 33.9 (a) Cash received by the Parent from the Guarantors and Non-Guarantors in the form of dividends in the amount of $1,306.9 million represent return of investments and are included in cash flows from investing activities. Cash received by the Parent from the Guarantors and Non-Guarantors in the form of dividends in the amount of $24.4 million represent return on investments and are included in cash flows from operating activities. Cash received by the Guarantors from the Non-Guarantors in the form of dividends in the amount of $ 1.8 million represent return on investments and are included in cash flows from operating activities. THE SCOTTS MIRACLE-GRO COMPANY Condensed, Consolidating Statement of Cash Flows for the fiscal year ended September 30, 2016 (In millions) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidated NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (a) $ 18.0 $ 219.4 $ 10.2 $ (3.6 ) $ 244.0 INVESTING ACTIVITIES (a) Proceeds from sale of long-lived assets — 2.4 — — 2.4 Investments in property, plant and equipment — (49.0 ) (9.3 ) — (58.3 ) Investments in loans receivable — (90.0 ) — — (90.0 ) Cash contributed to TruGreen Joint Venture — (24.2 ) — — (24.2 ) Net distributions from (investments in) unconsolidated affiliate — 194.1 — — 194.1 Investments in acquired businesses, net of cash acquired — — (158.4 ) — (158.4 ) Return of investments from affiliates 940.9 — — (940.9 ) — Investing cash flows from (to) affiliates (914.2 ) (29.1 ) — 943.3 — Net cash provided by (used in) investing activities 26.7 4.2 (167.7 ) 2.4 (134.4 ) FINANCING ACTIVITIES Borrowings under revolving and bank lines of credit and term loans — 1,819.5 249.6 — 2,069.1 Repayments under revolving and bank lines of credit and term loans — (1,937.7 ) (212.7 ) — (2,150.4 ) Proceeds from issuance of 6.000% Senior Notes 400.0 — — — 400.0 Repayment of 6.625% Senior Notes (200.0 ) — — — (200.0 ) Financing and issuance fees (11.2 ) — — — (11.2 ) Dividends paid (116.6 ) (916.0 ) (26.5 ) 942.5 (116.6 ) Purchase of Common Shares (137.4 ) — — — (137.4 ) Payments on seller notes — (2.3 ) (0.5 ) — (2.8 ) Excess tax benefits from share-based payment arrangements 5.8 — — — 5.8 Cash received from exercise of stock options 14.7 — — — 14.7 Financing cash flows from (to) affiliates — 808.2 133.1 (941.3 ) — Net cash provided by (used in) financing activities (44.7 ) (228.3 ) 143.0 1.2 (128.8 ) Effect of exchange rate changes on cash — — (2.1 ) — (2.1 ) Net increase (decrease) in cash and cash equivalents — (4.7 ) (16.6 ) — (21.3 ) Cash and cash equivalents at beginning of year excluding cash classified within assets held for sale — 7.4 43.4 — 50.8 Cash and cash equivalents at beginning of year classified within assets held for sale — — 20.6 — 20.6 Cash and cash equivalents at beginning of year — 7.4 64.0 — 71.4 Cash and cash equivalents at end of year $ — $ 2.7 $ 47.4 $ — $ 50.1 (a) Cash received by the Parent from the Guarantors and the Non-Guarantors in the form of distributions in the amount of $940.9 million represent return of investments and are included in cash flows from investing activities. Cash received by the Guarantors from the Non-Guarantors in the form of dividends in the amount of $1.5 million represent return on investments and are included in the cash flows from operating activities. THE SCOTTS MIRACLE-GRO COMPANY Condensed, Consolidating Statement of Cash Flows for the fiscal year ended September 30, 2017 (In millions) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidated NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (a) $ (48.3 ) $ 471.4 $ (16.1 ) $ (43.8 ) $ 363.2 INVESTING ACTIVITIES (a) Proceeds from sale of long-lived assets — 5.6 0.1 — 5.7 Proceeds from sale of business, net of cash disposed of — 178.6 1.7 — 180.3 Investments in property, plant and equipment — (59.5 ) (10.1 ) — (69.6 ) Investments in loans receivable — (29.7 ) — — (29.7 ) Net distributions from (investments in) unconsolidated affiliates — 57.7 (0.3 ) — 57.4 Investments in acquired businesses, net of cash acquired — (112.5 ) (9.2 ) — (121.7 ) Return of investments from affiliates 918.6 32.4 — (951.0 ) — Investing cash flows from (to) affiliates (759.9 ) (208.6 ) — 968.5 — Net cash provided by (used in) investing activities 158.7 (136.0 ) (17.8 ) 17.5 22.4 FINANCING ACTIVITIES Borrowings under revolving and bank lines of credit and term loans — 1,196.1 253.2 — 1,449.3 Repayments under revolving and bank lines of credit and term loans — (1,319.6 ) (298.7 ) — (1,618.3 ) Proceeds from issuance of 5.250% Senior Notes 250.0 — — — 250.0 Financing and issuance fees (3.8 ) (0.6 ) — — (4.4 ) Dividends paid (120.3 ) (918.6 ) (43.8 ) 962.4 (120.3 ) Distribution paid by AeroGrow to noncontrolling interest — — (40.5 ) 32.4 (8.1 ) Purchase of Common Shares (255.2 ) — — — (255.2 ) Payments on seller notes — (15.5 ) (13.2 ) — (28.7 ) Excess tax benefits from share-based payment arrangements 7.9 — — — 7.9 Cash received from exercise of stock options 11.0 — — — 11.0 Financing cash flows from (to) affiliates — 759.9 208.6 (968.5 ) — Net cash provided by (used in) financing activities (110.4 ) (298.3 ) 65.6 26.3 (316.8 ) Effect of exchange rate changes on cash — — 1.6 — 1.6 Net increase (decrease) in cash and cash equivalents — 37.1 33.3 — 70.4 Cash and cash equivalents at beginning of year excluding cash classified within assets held for sale — 2.7 25.9 — 28.6 Cash and cash equivalents at beginning of year classified within assets held for sale — — 21.5 — 21.5 Cash and cash equivalents at beginning of year — 2.7 47.4 — 50.1 Cash and cash equivalents at end of year $ — $ 39.8 $ 80.7 $ — $ 120.5 (a) Cash received by the Parent from the Guarantors and the Non-Guarantors in the form of distributions in the amount of $918.6 million represent return of investments and are included in cash flows from investing activities. Cash received by the Parent from the Guarantors and Non-Guarantors in the form of dividends in the amount of $28.8 million represent return on investments and are included in cash flows from operating activities. Cash received by the Guarantors from the Non-Guarantors in the form of distributions in the amount of $32.4 million represent return of investments and are included in cash flows from investing activities. Cash received by the Guarantors from the Non-Guarantors in the form of dividends in the amount of $15.0 million represent return on investments and are included in cash flows from operating activities. |
Condensed Consolidating Balance Sheet | THE SCOTTS MIRACLE-GRO COMPANY Condensed, Consolidating Balance Sheet As of September 30, 2017 (In millions) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 39.8 $ 80.7 $ — $ 120.5 Accounts receivable, net — 137.6 60.1 — 197.7 Accounts receivable, pledged — 88.9 — — 88.9 Inventories — 314.0 93.5 — 407.5 Prepaid and other current assets 1.3 43.6 22.2 — 67.1 Total current assets 1.3 623.9 256.5 — 881.7 Investment in unconsolidated affiliates — 30.4 0.7 — 31.1 Property, plant and equipment, net — 406.4 61.3 — 467.7 Goodwill — 320.7 109.3 11.6 441.6 Intangible assets, net — 606.3 133.8 8.8 748.9 Other assets 8.1 158.3 9.6 — 176.0 Equity investment in subsidiaries 1,112.8 — — (1,112.8 ) — Intercompany assets 759.7 — — (759.7 ) — Total assets $ 1,881.9 $ 2,146.0 $ 571.2 $ (1,852.1 ) $ 2,747.0 LIABILITIES AND EQUITY Current liabilities: Current portion of debt $ 15.0 $ 97.8 $ 45.3 $ (15.0 ) $ 143.1 Accounts payable — 124.9 28.2 — 153.1 Other current liabilities 17.1 191.5 39.7 — 248.3 Total current liabilities 32.1 414.2 113.2 (15.0 ) 544.5 Long-term debt 1,200.7 508.6 108.0 (559.3 ) 1,258.0 Distribution in excess of investment in unconsolidated affiliate — 21.9 — — 21.9 Other liabilities 0.3 197.4 58.2 5.0 260.9 Equity investment in subsidiaries — 91.7 — (91.7 ) — Intercompany liabilities — 38.3 131.6 (169.9 ) — Total liabilities 1,233.1 1,272.1 411.0 (830.9 ) 2,085.3 Total equity—controlling interest 648.8 873.9 160.2 (1,034.1 ) 648.8 Noncontrolling interest — — — 12.9 12.9 Total equity 648.8 873.9 160.2 (1,021.2 ) 661.7 Total liabilities and equity $ 1,881.9 $ 2,146.0 $ 571.2 $ (1,852.1 ) $ 2,747.0 THE SCOTTS MIRACLE-GRO COMPANY Condensed, Consolidating Balance Sheet As of September 30, 2018 (In millions) Parent Subsidiary Guarantors Non- Guarantors Eliminations/ Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 3.0 $ 30.9 $ — $ 33.9 Accounts receivable, net — 172.5 53.5 — 226.0 Accounts receivable pledged — 84.5 — — 84.5 Inventories — 394.5 86.9 — 481.4 Prepaid and other current assets 2.2 44.6 13.1 — 59.9 Total current assets 2.2 699.1 184.4 — 885.7 Investment in unconsolidated affiliates — 35.2 0.9 — 36.1 Property, plant and equipment, net — 464.7 66.1 — 530.8 Goodwill — 420.6 110.8 11.6 543.0 Intangible assets, net — 752.3 97.5 7.5 857.3 Other assets 11.4 164.8 25.4 — 201.6 Equity investment in subsidiaries 860.0 — — (860.0 ) — Intercompany assets 1,422.8 — 6.5 (1,429.3 ) — Total assets $ 2,296.4 $ 2,536.7 $ 491.6 $ (2,270.2 ) $ 3,054.5 LIABILITIES AND EQUITY Current liabilities: Current portion of debt $ 40.0 $ 118.4 $ 14.2 $ (40.0 ) $ 132.6 Accounts payable — 119.0 31.5 — 150.5 Other current liabilities 17.8 278.3 33.5 — 329.6 Total current liabilities 57.8 515.7 79.2 (40.0 ) 612.7 Long-term debt 1,883.0 1,140.9 102.1 (1,242.2 ) 1,883.8 Distributions in excess of investment in unconsolidated affiliate — 21.9 — — 21.9 Other liabilities 1.0 143.6 26.9 5.0 176.5 Equity investment in subsidiaries — 1.5 — (1.5 ) — Intercompany liabilities — 125.0 — (125.0 ) — Total liabilities 1,941.8 1,948.6 208.2 (1,403.7 ) 2,694.9 Total equity—controlling interest 354.6 588.1 283.4 (871.5 ) 354.6 Noncontrolling interest — — — 5.0 5.0 Total equity 354.6 588.1 283.4 (866.5 ) 359.6 Total liabilities and equity $ 2,296.4 $ 2,536.7 $ 491.6 $ (2,270.2 ) $ 3,054.5 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) | Oct. 02, 2017USD ($) | May 26, 2016 | Mar. 31, 2018USD ($) | Jul. 02, 2016 | Sep. 30, 2018USD ($)unit | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) |
Significant Accounting Policies [Line Items] | |||||||
Percentage of annual net sales from combined second and third quarter sales | 75.00% | 75.00% | 75.00% | ||||
Deferred advertising costs | $ 0 | $ 400,000 | |||||
Advertising expenses | 104,200,000 | 123,000,000 | $ 122,300,000 | ||||
Research and development charge | 42,500,000 | 39,900,000 | 36,000,000 | ||||
Product registration costs | $ 11,400,000 | 10,600,000 | 10,600,000 | ||||
Award vesting period | 3 years | ||||||
Other non-operating expense, net | $ 1,700,000 | 13,400,000 | 0 | ||||
Recognition of accumulated foreign currency translation loss | $ 11,700,000 | 11,700,000 | 0 | 0 | |||
Interest income on loans receivable | 0 | 10,000,000 | 3,900,000 | ||||
Adjustment to reflect inventories at net realizable values | 8,100,000 | 10,500,000 | |||||
Loans receivable | 112,600,000 | 110,400,000 | |||||
Loans receivable, fair value | 128,200,000 | 125,600,000 | |||||
Interest capitalized on capital projects | 300,000 | 100,000 | 300,000 | ||||
Noncash investing activities for unpaid liabilities incurred | 9,800,000 | 16,100,000 | 12,400,000 | ||||
Unamortized capitalized software costs | 11,200,000 | 10,600,000 | |||||
Amortization of capitalized internal use computer software | $ 3,900,000 | 5,100,000 | 6,100,000 | ||||
Number of reporting units | unit | 7 | ||||||
Excess tax benefits from share-based payment arrangements | $ 0 | 7,900,000 | 5,800,000 | ||||
Future minimum lease payments | 136,000,000 | ||||||
Accounting Standards Update 2016-09 | |||||||
Significant Accounting Policies [Line Items] | |||||||
Excess tax benefits | 4,500,000 | ||||||
Excess tax benefits from share-based payment arrangements | 7,900,000 | 5,800,000 | |||||
Payments classified as cash outflows from financing activities | 3,000,000 | 9,200,000 | 6,600,000 | ||||
Accounting Standards Update 2014-09 | |||||||
Significant Accounting Policies [Line Items] | |||||||
Deferred licensing revenues | 9,200,000 | ||||||
Gavita Holdings B.V. | |||||||
Significant Accounting Policies [Line Items] | |||||||
Contingent consideration paid | $ 3,000,000 | 3,000,000 | |||||
Agrolux Holding B.V. | |||||||
Significant Accounting Policies [Line Items] | |||||||
Contingent consideration paid | $ 5,800,000 | ||||||
Fafard & Brothers Ltd. | Scotts Canada, Ltd. | |||||||
Significant Accounting Policies [Line Items] | |||||||
Contingent consideration paid | 6,700,000 | ||||||
Growing Media Acquisition, Canada | |||||||
Significant Accounting Policies [Line Items] | |||||||
Contingent consideration paid | 6,500,000 | ||||||
American Agritech, L.L.C. | |||||||
Significant Accounting Policies [Line Items] | |||||||
Contingent consideration paid | 15,500,000 | ||||||
Minimum | |||||||
Significant Accounting Policies [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Intangible assets amortization period | 3 years | ||||||
Minimum | Gavita Holdings B.V. | |||||||
Significant Accounting Policies [Line Items] | |||||||
Intangible assets amortization period | 5 years | ||||||
Minimum | Growing Media Acquisition, Canada | |||||||
Significant Accounting Policies [Line Items] | |||||||
Intangible assets amortization period | 5 years | ||||||
Maximum | |||||||
Significant Accounting Policies [Line Items] | |||||||
Award vesting period | 5 years | ||||||
Intangible assets amortization period | 25 years | ||||||
Maximum | Gavita Holdings B.V. | |||||||
Significant Accounting Policies [Line Items] | |||||||
Intangible assets amortization period | 25 years | ||||||
Maximum | Growing Media Acquisition, Canada | |||||||
Significant Accounting Policies [Line Items] | |||||||
Intangible assets amortization period | 25 years | ||||||
Product Concentration | Inventories | |||||||
Significant Accounting Policies [Line Items] | |||||||
Concentration percentage | 19.00% | ||||||
Other Nonoperating Income (Expense) | |||||||
Significant Accounting Policies [Line Items] | |||||||
Interest income on loans receivable | $ 10,000,000 | ||||||
Other Operating Income (Expense) | |||||||
Significant Accounting Policies [Line Items] | |||||||
Interest income on loans receivable | $ 10,000,000 | $ 3,900,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Economic Lives of Assets (Details) | 12 Months Ended |
Sep. 30, 2018 | |
Land improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful economic lives | 10 years |
Land improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful economic lives | 25 years |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful economic lives | 10 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful economic lives | 40 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful economic lives | 3 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful economic lives | 15 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful economic lives | 6 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful economic lives | 10 years |
Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful economic lives | 3 years |
Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful economic lives | 8 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 15, 2015 | |
Debt Instrument [Line Items] | ||||
Interest paid | $ (81.6) | $ (69.8) | $ (54.1) | |
Property and equipment acquired under capital leases | 0 | (0.9) | 0 | |
Income taxes paid | (56.3) | (111.9) | $ (80.9) | |
Senior Notes | Senior Notes – 6.625% | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 6.625% | 6.625% | ||
Call premium on 6.625% Senior Notes | $ 0 | $ 0 | $ (6.6) |
DISCONTINUED OPERATIONS - Addit
DISCONTINUED OPERATIONS - Additional Information (Details) - USD ($) | Aug. 31, 2017 | Apr. 13, 2016 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Other current liability accrual | $ 27,800,000 | $ 0 | $ 27,800,000 | ||||||
Restructuring costs | 11,200,000 | $ 4,200,000 | $ 3,400,000 | $ 2,000,000 | |||||
Return of investments from affiliates | 0 | 0 | $ 0 | ||||||
Cash provided by (used in) operating activities from discontinued operations | (1,600,000) | (11,600,000) | 18,800,000 | ||||||
Cash provided by (used in) investing activities from discontinued operations | (35,300,000) | 148,100,000 | (5,300,000) | ||||||
TruGreen Joint Venture | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Restructuring costs | 25,200,000 | 11,700,000 | |||||||
Initial fair value of interest | $ 294,000,000 | ||||||||
Return of investments from affiliates | 196,200,000 | ||||||||
Investment in second lien term loan financing | $ 18,000,000 | ||||||||
Proceeds from dividend payments received | 87,100,000 | ||||||||
International Business | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Sale price of operations | $ 250,000,000 | ||||||||
Contingent consideration maximum payout | 23,800,000 | ||||||||
Proceeds from sale of business, net of seller financing | 150,600,000 | ||||||||
Vendor financing loan | $ 29,700,000 | ||||||||
Financing loan term | 7 years | ||||||||
Annual interest rate | 5.00% | ||||||||
Annual interest rate increases | 2.50% | ||||||||
Fair value of contingent consideration | $ 18,200,000 | ||||||||
Other current liability accrual | 27,800,000 | 27,800,000 | |||||||
Pre-tax gain on disposal | 32,700,000 | ||||||||
Provision for income taxes | 12,000,000 | ||||||||
Write-off of foreign currency translation adjustment | 18,500,000 | ||||||||
Adjustment to gain on the contribution | (700,000) | ||||||||
License agreements | $ 14,100,000 | ||||||||
Restructuring transaction related charges | 1,800,000 | 15,500,000 | 2,500,000 | ||||||
Restructuring costs | 0 | (400,000) | 3,600,000 | ||||||
International Consumer Business | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Deferred licensing revenues | $ 14,000,000 | $ 12,100,000 | 14,000,000 | ||||||
Scotts LawnService | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Provision for income taxes | 51,900,000 | ||||||||
Adjustment to gain on the contribution | (1,000,000) | ||||||||
Gain on contribution | 131,200,000 | ||||||||
Scotts LawnService | Project Focus | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Restructuring transaction related charges | $ 100,000 | $ 100,000 | $ 600,000 | $ 800,000 | 4,600,000 | ||||
Litigation expense | $ 9,000,000 | ||||||||
Scotts LawnService | TruGreen Joint Venture | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Minority equity interest (as a percent) | 30.00% | 30.00% | |||||||
Wild Bird Food | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Pre-tax charge recognized | $ 85,000,000 | ||||||||
Discontinued operation, deferred tax asset | $ 22,000,000 |
DISCONTINUED OPERATIONS - Resul
DISCONTINUED OPERATIONS - Results of Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |||||||||||
Net sales | $ 0 | $ 294.1 | $ 431.1 | ||||||||
Operating and exit costs | 1.9 | 275.9 | 429.5 | ||||||||
Impairment, restructuring and other | 86.8 | 15.9 | 19.7 | ||||||||
Other (income) expense, net | 0 | 1.2 | (1.5) | ||||||||
(Gain) loss on sale / contribution of business | 0.7 | (31.7) | (131.2) | ||||||||
Interest expense | 0 | 0.4 | 2.7 | ||||||||
Income (loss) from discontinued operations before income taxes | (89.4) | 32.4 | 111.9 | ||||||||
Income tax expense (benefit) from discontinued operations | (25.5) | 11.9 | 43.2 | ||||||||
Income (loss) from discontinued operations, net of tax | $ (16.3) | $ (42.7) | $ (3.7) | $ (1.2) | $ 8.9 | $ 7.3 | $ 11.1 | $ (6.8) | $ (63.9) | $ 20.5 | $ 68.7 |
IMPAIRMENT, RESTRUCTURING AND_3
IMPAIRMENT, RESTRUCTURING AND OTHER - Schedule of Impairment, Restructuring, and Other Charges (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other charges (recoveries) | $ 132.3 | $ 4.9 | $ (51.5) |
Impairment, restructuring and other charges (recoveries) from continuing operations | 152.8 | 4.9 | (45.6) |
Restructuring and other charges from discontinued operations | 86.8 | 15.9 | 19.7 |
Total impairment, restructuring and other charges (recoveries) | 239.6 | 20.8 | (25.9) |
Restructuring Reserve | |||
Amounts accrued for restructuring and other at beginning of year | 12.1 | 20.8 | 28.1 |
Restructuring and other charges from continuing operations | 32.7 | 8.3 | 10.3 |
Restructuring and other charges from discontinued operations | 86.8 | 15.9 | 19.7 |
Payments and other | (19.4) | (32.9) | (37.3) |
Amounts accrued for restructuring and other at end of year | 112.2 | 12.1 | 20.8 |
Restructuring and other charges (recoveries), net | Cost of sales | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other charges (recoveries) | 12.3 | 0 | 5.9 |
Restructuring and other charges (recoveries), net | Operating expenses | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other charges (recoveries) | 20.2 | 3.9 | (51.5) |
Property, plant and equipment impairments | Cost of sales | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other charges (recoveries) | 8.2 | 0 | 0 |
Goodwill and intangible asset impairments | Operating expenses | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other charges (recoveries) | $ 112.1 | $ 1 | $ 0 |
IMPAIRMENT, RESTRUCTURING AND_4
IMPAIRMENT, RESTRUCTURING AND OTHER - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | 42 Months Ended | |||||||
Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring reserves classified as long-term | $ 800,000 | $ 800,000 | $ 800,000 | |||||||
Restructuring costs | $ 11,200,000 | $ 4,200,000 | $ 3,400,000 | $ 2,000,000 | ||||||
Impairment, restructuring and other charges | 152,800,000 | $ 4,900,000 | $ (45,600,000) | |||||||
Impairment, restructuring and other | 132,300,000 | 4,900,000 | (51,500,000) | |||||||
Goodwill impairment loss | 94,600,000 | |||||||||
Restructuring recoveries | 4,400,000 | |||||||||
Hawthorne | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Goodwill impairment loss | 94,600,000 | 94,600,000 | ||||||||
U.S. Consumer | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Goodwill impairment loss | 0 | |||||||||
Other | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Goodwill impairment loss | 0 | |||||||||
International Business | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring costs | 0 | (400,000) | 3,600,000 | |||||||
Restructuring transaction related charges | 1,800,000 | 15,500,000 | 2,500,000 | |||||||
Wild Bird Food | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Pre-tax charge recognized | 85,000,000 | |||||||||
Bonus S | U.S. Consumer | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Costs related to consumer complaints and claims | 6,400,000 | |||||||||
Insurance reimbursement recoveries | 55,900,000 | 60,800,000 | ||||||||
Impairment, restructuring and other | 73,800,000 | |||||||||
Project Catalyst | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring costs | 16,500,000 | $ 12,900,000 | 29,400,000 | |||||||
Project Catalyst | Hawthorne | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Impairment of property, plant and equipment | 2,900,000 | |||||||||
Restructuring cost incurred to date | 17,800,000 | 17,800,000 | 17,800,000 | |||||||
Project Catalyst | U.S. Consumer | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Impairment of property, plant and equipment | 5,300,000 | |||||||||
Restructuring cost incurred to date | 11,600,000 | 11,600,000 | 11,600,000 | |||||||
Project Focus | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Impairment, restructuring and other charges | 8,300,000 | 3,900,000 | ||||||||
Project Focus | Hawthorne | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Impairment, restructuring and other charges | 900,000 | |||||||||
Restructuring cost incurred to date | 900,000 | 900,000 | 900,000 | |||||||
Project Focus | U.S. Consumer | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring costs | (100,000) | |||||||||
Impairment, restructuring and other charges | 6,700,000 | |||||||||
Restructuring cost incurred to date | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Project Focus | Other | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Impairment, restructuring and other charges | 700,000 | |||||||||
Restructuring cost incurred to date | $ 1,200,000 | 1,200,000 | $ 1,200,000 | |||||||
Project Focus | Scotts LawnService | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring transaction related charges | $ 100,000 | $ 100,000 | $ 600,000 | 800,000 | 4,600,000 | |||||
Litigation expense | $ 9,000,000 | |||||||||
Employee severance | Project Catalyst | Hawthorne | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring costs | 300,000 | |||||||||
Impairment, restructuring and other charges | 3,500,000 | |||||||||
Employee severance | Project Catalyst | U.S. Consumer | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring costs | 1,600,000 | |||||||||
Impairment, restructuring and other charges | 3,400,000 | |||||||||
Employee severance | Project Focus | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring recoveries | 400,000 | |||||||||
Facility Closing | Project Catalyst | Hawthorne | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring costs | 9,200,000 | |||||||||
Impairment, restructuring and other charges | 1,900,000 | |||||||||
Facility Closing | Project Catalyst | U.S. Consumer | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring costs | 1,300,000 | |||||||||
Trademark | U.S. Consumer | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Impairment charge | $ 1,000,000 | $ 1,000,000 | ||||||||
Sunlight Supply | Customer accounts | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Impairment charge | 17,500,000 | |||||||||
Sunlight Supply | Customer accounts | Project Catalyst | Hawthorne | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Noncash impairment charge | $ 17,500,000 | |||||||||
In re Scotts EZ Seed Litigation | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Pre-tax charge recognized | $ 11,700,000 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET - Rollforward of Carrying Amount of Goodwill by Reportable Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Goodwill [Roll Forward] | |||
Goodwill, gross (beginning of period) | $ 443.4 | $ 373.7 | |
Accumulated impairment losses | (1.8) | (1.8) | |
Goodwill, net (beginning of period) | 441.6 | 371.9 | |
Acquisitions, net of purchase price adjustments | 198 | 64.4 | |
Foreign currency translation | (2) | 5.3 | |
Reallocation | 0 | ||
Impairment | (94.6) | ||
Goodwill, gross (end of period) | $ 639.4 | 639.4 | 443.4 |
Accumulated impairment losses | (96.4) | (96.4) | (1.8) |
Goodwill, net (end of period) | 543 | 543 | 441.6 |
U.S. Consumer | |||
Goodwill [Roll Forward] | |||
Goodwill, gross (beginning of period) | 229.9 | 213.7 | |
Accumulated impairment losses | (1.8) | (1.8) | |
Goodwill, net (beginning of period) | 228.1 | 211.9 | |
Acquisitions, net of purchase price adjustments | 0 | (1.1) | |
Foreign currency translation | 0 | 0 | |
Reallocation | 17.3 | ||
Impairment | 0 | ||
Goodwill, gross (end of period) | 229.9 | 229.9 | 229.9 |
Accumulated impairment losses | (1.8) | (1.8) | (1.8) |
Goodwill, net (end of period) | 228.1 | 228.1 | 228.1 |
Hawthorne | |||
Goodwill [Roll Forward] | |||
Goodwill, gross (beginning of period) | 202.3 | 147.3 | |
Goodwill, net (beginning of period) | 202.3 | 147.3 | |
Acquisitions, net of purchase price adjustments | 198 | 67.6 | |
Foreign currency translation | (1.6) | 4.7 | |
Reallocation | (17.3) | ||
Impairment | (94.6) | (94.6) | |
Goodwill, gross (end of period) | 398.7 | 398.7 | 202.3 |
Accumulated impairment losses | (94.6) | (94.6) | |
Goodwill, net (end of period) | 304.1 | 304.1 | 202.3 |
Other | |||
Goodwill [Roll Forward] | |||
Goodwill, gross (beginning of period) | 11.2 | 12.7 | |
Accumulated impairment losses | 0 | 0 | |
Goodwill, net (beginning of period) | 11.2 | 12.7 | |
Acquisitions, net of purchase price adjustments | (2.1) | ||
Foreign currency translation | (0.4) | 0.6 | |
Reallocation | 0 | ||
Impairment | 0 | ||
Goodwill, gross (end of period) | 10.8 | 10.8 | 11.2 |
Accumulated impairment losses | 0 | 0 | 0 |
Goodwill, net (end of period) | $ 10.8 | $ 10.8 | $ 11.2 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Jul. 01, 2017 | |
Goodwill [Line Items] | |||||||
Goodwill impairment loss | $ 94,600,000 | ||||||
Reallocation | $ 0 | ||||||
Intangible asset value after adjustment | $ 421,700,000 | $ 313,300,000 | 421,700,000 | 313,300,000 | |||
Amortization expense | 30,000,000 | 23,300,000 | $ 15,700,000 | ||||
Customer accounts | |||||||
Goodwill [Line Items] | |||||||
Intangible asset value after adjustment | 169,300,000 | 129,700,000 | 169,300,000 | 129,700,000 | |||
Hawthorne | |||||||
Goodwill [Line Items] | |||||||
Goodwill impairment loss | $ 94,600,000 | 94,600,000 | |||||
Reallocation | (17,300,000) | ||||||
U.S. Consumer | |||||||
Goodwill [Line Items] | |||||||
Goodwill impairment loss | $ 0 | ||||||
Reallocation | 17,300,000 | ||||||
U.S. Consumer | Trademark | |||||||
Goodwill [Line Items] | |||||||
Impairment charge | 1,000,000 | 1,000,000 | |||||
Intangible asset value after adjustment | $ 0 | $ 0 | $ 1,000,000 | ||||
Sunlight Supply | Customer accounts | |||||||
Goodwill [Line Items] | |||||||
Impairment charge | $ 17,500,000 | ||||||
Project Catalyst | Sunlight Supply | Hawthorne | Customer accounts | |||||||
Goodwill [Line Items] | |||||||
Noncash impairment charge | $ 17,500,000 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Sep. 30, 2017 |
Indefinite-lived Intangible Assets [Line Items] | ||
Total indefinite-lived intangible assets | $ 435.6 | $ 435.6 |
Total intangible assets, net | 857.3 | 748.9 |
Intangible Assets [Line Items] | ||
Total finite-lived intangible assets, net | 421.7 | 313.3 |
Tradenames | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Total indefinite-lived intangible assets | 168.2 | 168.2 |
Marketing Agreement Amendment | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Total indefinite-lived intangible assets | 155.7 | 155.7 |
Brand Extension Agreement | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Total indefinite-lived intangible assets | 111.7 | 111.7 |
Technology | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 49.1 | 69.7 |
Accumulated Amortization | (34.4) | (52.8) |
Total finite-lived intangible assets, net | 14.7 | 16.9 |
Customer accounts | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 212.5 | 157.7 |
Accumulated Amortization | (43.2) | (28) |
Total finite-lived intangible assets, net | 169.3 | 129.7 |
Tradenames | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 258.1 | 176.7 |
Accumulated Amortization | (37.8) | (28.4) |
Total finite-lived intangible assets, net | 220.3 | 148.3 |
Other | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 24.4 | 59.5 |
Accumulated Amortization | (7) | (41.1) |
Total finite-lived intangible assets, net | $ 17.4 | $ 18.4 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Amortization Expense (Details) $ in Millions | Sep. 30, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expense in 2019 | $ 33.7 |
Amortization expense in 2020 | 30.9 |
Amortization expense in 2021 | 29.1 |
Amortization expense in 2022 | 26.8 |
Amortization expense in 2023 | $ 25.4 |
DETAIL OF CERTAIN FINANCIAL S_3
DETAIL OF CERTAIN FINANCIAL STATEMENT ACCOUNTS - Summary of Balance Sheet Accounts (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Sep. 30, 2017 |
INVENTORIES: | ||
Finished goods | $ 292.1 | $ 210.6 |
Work-in-progress | 60.1 | 57.6 |
Raw materials | 129.2 | 139.3 |
Inventories | 481.4 | 407.5 |
PROPERTY, PLANT AND EQUIPMENT, NET: | ||
Property, plant and equipment, gross | 1,141.3 | 1,058.8 |
Less: accumulated depreciation | (610.5) | (591.1) |
Property, plant and equipment, net | 530.8 | 467.7 |
OTHER ASSETS: | ||
Loans receivable | 112.6 | 110.4 |
Accrued pension, postretirement and executive retirement assets | 44 | 25.1 |
Contingent consideration receivable | 17.7 | 18.1 |
Bonnie Option | 13 | |
Unamortized debt issuance costs | 9.6 | 8.2 |
Other | 4.7 | 2.4 |
Other assets | 201.6 | 176 |
OTHER CURRENT LIABILITIES: | ||
Accrued restructuring and other | 111.4 | 10.4 |
Advertising and promotional accruals | 52.5 | 23.8 |
Payroll and other compensation accruals | 39.2 | 55.9 |
Accrued interest | 16.7 | 16.4 |
Accrued insurance and claims | 12.6 | 16.1 |
Accrued taxes | 11.3 | 28.1 |
International Business divestiture accrual | 0 | 27.8 |
Other | 85.9 | 69.8 |
Other current liabilities | 329.6 | 248.3 |
OTHER NON-CURRENT LIABILITIES: | ||
Accrued pension, postretirement and executive retirement liabilities | 75.7 | 78.6 |
Deferred tax liabilities | 69.6 | 157.5 |
Deferred licensing revenue | 10.7 | 12.6 |
Other | 20.5 | 12.2 |
Other non-current liabilities | 176.5 | 260.9 |
Land and improvements | ||
PROPERTY, PLANT AND EQUIPMENT, NET: | ||
Property, plant and equipment, gross | 122.8 | 109.4 |
Buildings | ||
PROPERTY, PLANT AND EQUIPMENT, NET: | ||
Property, plant and equipment, gross | 249.1 | 209.7 |
Machinery and equipment | ||
PROPERTY, PLANT AND EQUIPMENT, NET: | ||
Property, plant and equipment, gross | 567.7 | 546.8 |
Furniture and fixtures | ||
PROPERTY, PLANT AND EQUIPMENT, NET: | ||
Property, plant and equipment, gross | 42.8 | 37.2 |
Software | ||
PROPERTY, PLANT AND EQUIPMENT, NET: | ||
Property, plant and equipment, gross | 99.9 | 106 |
Aircraft | ||
PROPERTY, PLANT AND EQUIPMENT, NET: | ||
Property, plant and equipment, gross | 16.6 | 8.3 |
Construction in progress | ||
PROPERTY, PLANT AND EQUIPMENT, NET: | ||
Property, plant and equipment, gross | $ 42.4 | $ 41.4 |
DETAIL OF CERTAIN FINANCIAL S_4
DETAIL OF CERTAIN FINANCIAL STATEMENT ACCOUNTS - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Unrecognized gain (loss) on derivatives, net of tax of ($2.9), ($1.3) and $2.8, respectively | $ 8.3 | $ 2 | $ (4.7) |
Pension and other postretirement liabilities, net of tax of $31.4, $33.4 and $41.2, respectively | (45.6) | (54.5) | (66.9) |
Foreign currency translation adjustment | (8.7) | (16.7) | (45.3) |
Accumulated other comprehensive loss | (46) | (69.2) | (116.9) |
Unrecognized loss on derivatives, tax | (2.9) | (1.3) | 2.8 |
Pension and other postretirement liabilities, tax | $ 15.9 | $ 33.4 | $ 41.2 |
MARKETING AGREEMENT - Additiona
MARKETING AGREEMENT - Additional Information (Details) - USD ($) $ in Millions | Aug. 31, 2017 | May 15, 2015 | Sep. 30, 2018 | Sep. 30, 1998 |
Monsanto Marketing Agreement | ||||
Schedule of Costs Related to Purchase Obligations [Line Items] | ||||
Initial consideration for marketing rights | $ 32 | |||
Useful life of consideration for marketing rights | 20 years | |||
Total consideration transferred | $ 300 | |||
Amended Original Marketing Agreement | International Business | ||||
Schedule of Costs Related to Purchase Obligations [Line Items] | ||||
Carrying amount of intangible asset disposed of | $ 32.6 | |||
Restated Marketing Agreement | ||||
Schedule of Costs Related to Purchase Obligations [Line Items] | ||||
Commission threshold, percentage of program earnings | 50.00% | |||
Commission threshold | $ 40 | |||
Annual contribution payment | 18 | |||
Minimum termination fee payable | $ 175 | |||
Minimum termination fee payable, multiple of average program earnings, prior 3 years | 4 | |||
Minimum termination fee payable, threshold | $ 186.4 | |||
Decline in business threshold (more than) | 25.00% | |||
Restated Brand Extension Agreement | ||||
Schedule of Costs Related to Purchase Obligations [Line Items] | ||||
Term of agreement | 20 years | |||
Agreement renewal term | 20 years | |||
Commercialization and Technology Agreement | ||||
Schedule of Costs Related to Purchase Obligations [Line Items] | ||||
Term of agreement | 30 years |
MARKETING AGREEMENT - Net Commi
MARKETING AGREEMENT - Net Commission Earned Under the Marketing Agreement (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Marketing Agreement [Line Items] | |||
Contribution expenses | $ (1,778.3) | $ (1,669.5) | $ (1,600) |
Monsanto Marketing Agreement | |||
Marketing Agreement [Line Items] | |||
Gross commission | 80.5 | 87.7 | 97.9 |
Contribution expenses | (18) | (18) | (18) |
Amortization of marketing fee | (0.8) | (0.8) | (0.8) |
Net commission | 61.7 | 68.9 | 79.1 |
Reimbursements associated with Restated Marketing Agreement | 54.5 | 56.1 | 55.8 |
Total net sales associated with Restated Marketing Agreement | $ 116.2 | $ 125 | $ 134.9 |
ACQUISITIONS AND INVESTMENTS (D
ACQUISITIONS AND INVESTMENTS (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Jun. 04, 2018 | Oct. 11, 2017 | Oct. 02, 2017 | Aug. 11, 2017 | May 26, 2017 | Oct. 03, 2016 | May 26, 2016 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2016 | Jul. 02, 2016 | Jun. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Apr. 02, 2016 |
Business Acquisition [Line Items] | |||||||||||||||||||||
Post-closing working capital adjustment accrued | $ 35.3 | $ 0 | $ 0 | ||||||||||||||||||
Net sales | $ 433.9 | $ 994.6 | $ 1,013.3 | $ 221.5 | $ 376.7 | $ 973.4 | $ 1,084.6 | $ 207.4 | 2,663.4 | 2,642.1 | 2,506.2 | ||||||||||
Acquisition of remaining noncontrolling interest in Gavita | (13.6) | ||||||||||||||||||||
Goodwill | 543 | 441.6 | 543 | 441.6 | 371.9 | ||||||||||||||||
Investment in unconsolidated affiliates | 36.1 | 31.1 | 36.1 | 31.1 | |||||||||||||||||
Loans receivable | 112.6 | 110.4 | 112.6 | 110.4 | |||||||||||||||||
Bonnie Option | 13 | $ 13 | |||||||||||||||||||
Minimum | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Intangible assets amortization period | 3 years | ||||||||||||||||||||
Maximum | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Intangible assets amortization period | 25 years | ||||||||||||||||||||
Sunlight Supply | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Total consideration transferred | $ 459.1 | ||||||||||||||||||||
Fair value of equity interest issued | 23.4 | ||||||||||||||||||||
Contingent consideration | 3.1 | 0.9 | $ 0.9 | ||||||||||||||||||
Maximum payout | 20 | ||||||||||||||||||||
Cash, prepaids, and other current assets acquired | 7.6 | ||||||||||||||||||||
Accounts receivables acquired | 20.3 | ||||||||||||||||||||
Inventory acquired | 84.3 | ||||||||||||||||||||
Fixed assets acquired | 64.4 | ||||||||||||||||||||
Accounts payable acquired | 13.7 | ||||||||||||||||||||
Finite-lived intangible assets acquired | 151.1 | ||||||||||||||||||||
Tax deductible goodwill from business combination | $ 145.1 | ||||||||||||||||||||
Net sales | 97.3 | ||||||||||||||||||||
Proforma net sales | 2,879.7 | 3,032.4 | |||||||||||||||||||
Proforma net income attributable to controlling interest | $ 90 | $ 228.5 | |||||||||||||||||||
Proforma diluted net income per common share (USD per share) | $ 1.57 | $ 3.78 | |||||||||||||||||||
Sunlight Supply | Minimum | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful lives | 5 years | ||||||||||||||||||||
Sunlight Supply | Maximum | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful lives | 25 years | ||||||||||||||||||||
Gavita Holdings B.V. | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Total consideration transferred | $ 69.2 | $ 136.2 | |||||||||||||||||||
Contingent consideration | 2.5 | ||||||||||||||||||||
Cash, prepaids, and other current assets acquired | 6.4 | ||||||||||||||||||||
Fixed assets acquired | 1.3 | ||||||||||||||||||||
Accounts payable acquired | 18.7 | ||||||||||||||||||||
Finite-lived intangible assets acquired | $ 102.6 | ||||||||||||||||||||
Economic interest acquired | 25.00% | 75.00% | |||||||||||||||||||
Economic interest retained by previous owner | 25.00% | 25.00% | |||||||||||||||||||
Equity ownership percentage by noncontrolling owners | 5.00% | ||||||||||||||||||||
Contingent consideration paid | $ 3 | $ 3 | |||||||||||||||||||
Long-term debt | 55.6 | 55.6 | $ 55.6 | ||||||||||||||||||
Acquisition of remaining noncontrolling interest in Gavita | (7.9) | ||||||||||||||||||||
Goodwill | $ 83.3 | ||||||||||||||||||||
Inventory and accounts receivable acquired | 37.9 | ||||||||||||||||||||
Long term debt acquired | 5.5 | ||||||||||||||||||||
Deferred tax liabilities acquired | $ 25.7 | ||||||||||||||||||||
Gavita Holdings B.V. | Minimum | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Intangible assets amortization period | 5 years | ||||||||||||||||||||
Gavita Holdings B.V. | Maximum | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Intangible assets amortization period | 25 years | ||||||||||||||||||||
Can-Filters Group Inc. | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Total consideration transferred | $ 74.1 | ||||||||||||||||||||
Cash, prepaids, and other current assets acquired | 1.5 | ||||||||||||||||||||
Fixed assets acquired | 4.4 | ||||||||||||||||||||
Accounts payable acquired | 0.7 | ||||||||||||||||||||
Finite-lived intangible assets acquired | 39.7 | ||||||||||||||||||||
Tax deductible goodwill from business combination | $ 21.5 | ||||||||||||||||||||
Useful lives | 25 years | ||||||||||||||||||||
Net sales | 10.7 | ||||||||||||||||||||
Inventory and accounts receivable acquired | $ 7.7 | ||||||||||||||||||||
Agrolux Holding B.V. | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Total consideration transferred | $ 21.8 | ||||||||||||||||||||
Contingent consideration | 5.2 | ||||||||||||||||||||
Cash, prepaids, and other current assets acquired | 8 | ||||||||||||||||||||
Fixed assets acquired | 0.5 | ||||||||||||||||||||
Accounts payable acquired | 8.6 | ||||||||||||||||||||
Finite-lived intangible assets acquired | 16.1 | ||||||||||||||||||||
Net sales | 53.2 | 16.4 | |||||||||||||||||||
Contingent consideration paid | 5.8 | ||||||||||||||||||||
Goodwill | 6.6 | ||||||||||||||||||||
Inventory and accounts receivable acquired | 9.9 | ||||||||||||||||||||
Long term debt acquired | 6.7 | ||||||||||||||||||||
Deferred tax liabilities acquired | $ 4 | ||||||||||||||||||||
Agrolux Holding B.V. | Minimum | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful lives | 10 years | ||||||||||||||||||||
Agrolux Holding B.V. | Maximum | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful lives | 20 years | ||||||||||||||||||||
Botanicare | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Total consideration transferred | $ 92.6 | ||||||||||||||||||||
Cash, prepaids, and other current assets acquired | 1.2 | ||||||||||||||||||||
Fixed assets acquired | 1.4 | ||||||||||||||||||||
Accounts payable acquired | 2.3 | ||||||||||||||||||||
Finite-lived intangible assets acquired | 53 | ||||||||||||||||||||
Tax deductible goodwill from business combination | 30.9 | ||||||||||||||||||||
Contingent consideration paid | 15.5 | ||||||||||||||||||||
Inventory and accounts receivable acquired | $ 8.4 | ||||||||||||||||||||
Botanicare | Minimum | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful lives | 5 years | ||||||||||||||||||||
Botanicare | Maximum | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful lives | 25 years | ||||||||||||||||||||
Botanicare Manufacturer And Formulator | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Total consideration transferred | $ 32 | ||||||||||||||||||||
Inventory acquired | 0.3 | ||||||||||||||||||||
Finite-lived intangible assets acquired | 5 | ||||||||||||||||||||
Tax deductible goodwill from business combination | $ 26.7 | ||||||||||||||||||||
Botanicare Manufacturer And Formulator | Minimum | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful lives | 5 years | ||||||||||||||||||||
Botanicare Manufacturer And Formulator | Maximum | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful lives | 10 years | ||||||||||||||||||||
Emerging Area Support Companies | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Total consideration transferred | 3.2 | ||||||||||||||||||||
Acquired assets including finite-lived intangible assets and goodwill | 2.8 | ||||||||||||||||||||
Hydroponic Growth System Technology Company | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Total consideration transferred | 3.5 | ||||||||||||||||||||
Finite-lived intangible assets acquired | $ 3.2 | ||||||||||||||||||||
Growing Media Acquisition, Canada | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Total consideration transferred | $ 33.9 | ||||||||||||||||||||
Contingent consideration | 10.8 | ||||||||||||||||||||
Fixed assets acquired | 18.5 | ||||||||||||||||||||
Finite-lived intangible assets acquired | 9.3 | ||||||||||||||||||||
Contingent consideration paid | 6.5 | ||||||||||||||||||||
Inventory and accounts receivable acquired | 4.7 | ||||||||||||||||||||
Deferred tax liabilities acquired | 1.2 | ||||||||||||||||||||
Payment of contingent liability | $ 6.5 | ||||||||||||||||||||
Remaining contingent liability | 4.3 | ||||||||||||||||||||
Investment in unconsolidated affiliates | $ 0.5 | ||||||||||||||||||||
Growing Media Acquisition, Canada | Minimum | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Intangible assets amortization period | 5 years | ||||||||||||||||||||
Growing Media Acquisition, Canada | Maximum | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Intangible assets amortization period | 25 years | ||||||||||||||||||||
Bonnie Plants, Inc. | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Loans receivable | $ 72 | ||||||||||||||||||||
Interest rate | 6.95% | ||||||||||||||||||||
Net commission income | 2.9 | 2.2 | 3.6 | ||||||||||||||||||
Reimbursement revenue | 2 | 2.6 | 0.6 | ||||||||||||||||||
Bonnie Option | 13 | 11.8 | 13 | 11.8 | |||||||||||||||||
Hawthorne | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Net sales | 344.9 | 287.2 | 121.2 | ||||||||||||||||||
Goodwill | 304.1 | $ 202.3 | 304.1 | $ 202.3 | $ 147.3 | ||||||||||||||||
Tradenames | Sunlight Supply | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Finite-lived intangible assets acquired | $ 65.1 | ||||||||||||||||||||
Customer accounts | Sunlight Supply | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Finite-lived intangible assets acquired | 84.1 | ||||||||||||||||||||
Intangible asset estimated fair value | 30.9 | $ 30.9 | |||||||||||||||||||
Reduction of deferred tax liability associated with write-off | $ 7.3 | ||||||||||||||||||||
Customer accounts | Hawthorne | Project Catalyst | Sunlight Supply | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Noncash impairment charge | $ 17.5 | ||||||||||||||||||||
Noncompete Agreements | Sunlight Supply | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Finite-lived intangible assets acquired | $ 1.9 | ||||||||||||||||||||
Treasury Shares | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Treasury share issuances (in shares) | 0.7 | 0.5 | 0.7 | ||||||||||||||||||
Treasury Shares | Sunlight Supply | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Treasury share issuances (in shares) | 0.3 | ||||||||||||||||||||
Capital in Excess of Stated Value | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Acquisition of remaining noncontrolling interest in Gavita | $ (5.7) | ||||||||||||||||||||
Capital in Excess of Stated Value | Gavita Holdings B.V. | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Acquisition of remaining noncontrolling interest in Gavita | $ (5.7) | ||||||||||||||||||||
Other current liabilities | Sunlight Supply | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Post-closing working capital adjustment accrued | $ 7.4 |
INVESTMENT IN UNCONSOLIDATED _3
INVESTMENT IN UNCONSOLIDATED AFFILIATES - Additional Information (Details) - USD ($) | Apr. 13, 2016 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 |
Investments in and Advances to Affiliates [Line Items] | ||||||||
Excess distribution recorded as return of investment | $ 0 | $ 0 | $ 0 | |||||
Accounts receivable, net | $ 197,700,000 | 226,000,000 | 197,700,000 | |||||
Distributions in excess of investment in unconsolidated affiliate | 21,900,000 | 21,900,000 | 21,900,000 | |||||
Equity investment in subsidiaries | 0 | 0 | 0 | |||||
Equity in (income) loss of unconsolidated affiliates | (4,900,000) | 29,000,000 | (7,800,000) | |||||
Restructuring costs | 11,200,000 | $ 4,200,000 | $ 3,400,000 | $ 2,000,000 | ||||
Line of credit financing provided | 17,100,000 | 29,700,000 | 90,000,000 | |||||
Proceeds from repayment of line of credit financing | 14,300,000 | 0 | 0 | |||||
TruGreen Joint Venture | ||||||||
Investments in and Advances to Affiliates [Line Items] | ||||||||
Initial fair value of interest | $ 294,000,000 | |||||||
Excess distribution recorded as return of investment | 196,200,000 | |||||||
Investment in second lien term loan financing | $ 18,000,000 | |||||||
Second lien term loan receivable carrying value | 18,100,000 | 18,100,000 | 18,100,000 | |||||
Reimbursement of term loan financing | 1,400,000 | 40,200,000 | 52,600,000 | |||||
Accounts receivable, net | 400,000 | 200,000 | 400,000 | |||||
Distributions intended to cover required tax payments | 0 | 3,600,000 | 7,500,000 | |||||
Indemnification asset | 4,800,000 | 2,700,000 | 4,800,000 | |||||
Proceeds from dividend payments received | 87,100,000 | |||||||
Restructuring costs | 25,200,000 | 11,700,000 | ||||||
Restructuring transaction costs | 1,300,000 | 6,000,000 | ||||||
Nonrecurring integration and separation costs | 12,100,000 | 4,400,000 | ||||||
Noncash write-down adjustment | 7,200,000 | |||||||
Non-cash purchase accounting fair value write-down adjustment | 4,600,000 | $ 1,300,000 | ||||||
U.S. Consumer | Industrial Turf and Ornamental Market Investment | ||||||||
Investments in and Advances to Affiliates [Line Items] | ||||||||
Equity investment in subsidiaries | $ 29,400,000 | $ 29,400,000 | ||||||
Line of credit financing provided | 14,300,000 | |||||||
Proceeds from repayment of line of credit financing | $ 14,300,000 | |||||||
Scotts LawnService | TruGreen Joint Venture | ||||||||
Investments in and Advances to Affiliates [Line Items] | ||||||||
Minority equity interest (as a percent) | 30.00% | 30.00% |
INVESTMENT IN UNCONSOLIDATED _4
INVESTMENT IN UNCONSOLIDATED AFFILIATES - Summary of Financial Information for the TruGreen Joint Venture (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Balance Sheet | ||||||||||||
Cash and cash equivalents | $ 33.9 | $ 120.5 | $ 33.9 | $ 120.5 | $ 28.6 | $ 50.8 | ||||||
Other current assets | 59.9 | 67.1 | 59.9 | 67.1 | ||||||||
Intangible assets, net | 857.3 | 748.9 | 857.3 | 748.9 | ||||||||
Goodwill | 543 | 441.6 | 543 | 441.6 | 371.9 | |||||||
Other assets | 201.6 | 176 | 201.6 | 176 | ||||||||
Total assets | 3,054.5 | 2,747 | 3,054.5 | 2,747 | ||||||||
Current liabilities | 612.7 | 544.5 | 612.7 | 544.5 | ||||||||
Current portion of debt | 132.6 | 143.1 | 132.6 | 143.1 | ||||||||
Long-term debt | 1,883.8 | 1,258 | 1,883.8 | 1,258 | ||||||||
Other liabilities | 176.5 | 260.9 | 176.5 | 260.9 | ||||||||
Equity | 354.6 | 648.8 | 354.6 | 648.8 | ||||||||
Total liabilities and equity | 3,054.5 | 2,747 | 3,054.5 | 2,747 | ||||||||
Condensed Income Statement | ||||||||||||
Revenue | 433.9 | $ 994.6 | $ 1,013.3 | $ 221.5 | 376.7 | $ 973.4 | $ 1,084.6 | $ 207.4 | 2,663.4 | 2,642.1 | 2,506.2 | |
Gross margin | 73.7 | 347.6 | 409.2 | 34 | 88.1 | 383.4 | 464.3 | 36.8 | 864.6 | 972.6 | 900.3 | |
Selling and administrative expenses | 540.1 | 550.9 | 518 | |||||||||
Amortization expense | 30 | 25 | 19.7 | |||||||||
Interest expense | 86.4 | 76.1 | 62.9 | |||||||||
Net income (loss) attributable to controlling interest | (147) | $ 82.9 | $ 148.9 | $ (21.2) | (33.4) | $ 151.9 | $ 165.1 | $ (65.3) | 63.7 | 218.3 | 315.3 | |
Joint Ventures | ||||||||||||
Condensed Balance Sheet | ||||||||||||
Cash and cash equivalents | 110.6 | 26.4 | 110.6 | 26.4 | ||||||||
Other current assets | 198.6 | 180.9 | 198.6 | 180.9 | ||||||||
Intangible assets, net | 809.8 | 860.7 | 809.8 | 860.7 | ||||||||
Goodwill | 199.8 | 184 | 199.8 | 184 | ||||||||
Other assets | 222.5 | 229.5 | 222.5 | 229.5 | ||||||||
Total assets | 1,541.3 | 1,481.5 | 1,541.3 | 1,481.5 | ||||||||
Current liabilities | 276.5 | 221 | 276.5 | 221 | ||||||||
Current portion of debt | 12.5 | 15.5 | 12.5 | 15.5 | ||||||||
Long-term debt | 981.9 | 987.5 | 981.9 | 987.5 | ||||||||
Other liabilities | 56.7 | 57.9 | 56.7 | 57.9 | ||||||||
Equity | 213.7 | 199.6 | 213.7 | 199.6 | ||||||||
Total liabilities and equity | $ 1,541.3 | $ 1,481.5 | 1,541.3 | 1,481.5 | ||||||||
Condensed Income Statement | ||||||||||||
Revenue | 1,427.4 | 1,340.2 | 808.4 | |||||||||
Gross margin | 475 | 429.7 | 287.5 | |||||||||
Selling and administrative expenses | 330.2 | 316.8 | 167.8 | |||||||||
Amortization expense | 62 | 72.8 | 27.1 | |||||||||
Interest expense | 74.5 | 69.9 | 30.8 | |||||||||
Restructuring and other charges | 14.6 | 67.5 | 34.8 | |||||||||
Net income (loss) attributable to controlling interest | $ (6.3) | $ (97.3) | $ 27 |
RETIREMENT PLANS - Additional I
RETIREMENT PLANS - Additional Information (Details) $ in Millions | 12 Months Ended | |||
Sep. 30, 2018USD ($)plan | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Jul. 01, 2010plan | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Compensation charges | $ 15.3 | $ 13.9 | $ 13 | |
401(K) | Company matches 150% of associates’ initial 4% contribution | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Employer match of employee contribution | 150.00% | |||
Employee contribution of gross pay | 4.00% | |||
401(K) | Company matches 50% of associates' contribution up to 6% | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Employer match of employee contribution | 50.00% | |||
Employee contribution of gross pay | 6.00% | |||
Defined Benefit Pension Plan | U.S. Plan | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Number of defined benefit plans for certain U.S. associates | plan | 2 | |||
Decrease in PBO from divestiture | $ 0 | 0 | ||
Settlement loss during the period | 0 | 0 | ||
Defined Benefit Pension Plan | International Plan | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Number of defined benefit plans frozen in the UK | plan | 2 | |||
Decrease in PBO from divestiture | 0 | (7.1) | ||
Settlement loss during the period | $ 0 | $ 1.4 |
RETIREMENT PLANS - Benefit Obli
RETIREMENT PLANS - Benefit Obligations, Plan Assets, Annual Expense, Assumptions and Other Information of the Company's Defined Benefit Pension Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Amounts recognized in the Consolidated Balance Sheets consist of: | |||
Noncurrent assets | $ 44 | $ 25.1 | |
Noncurrent liabilities | (75.7) | (78.6) | |
U.S. Plan | Defined Benefit Pension Plan | |||
Change in projected benefit obligation: | |||
Benefit obligation at beginning of year | 110 | 118.2 | |
Interest cost | 3.1 | 2.8 | |
Actuarial (gain) loss | (5.8) | (3.8) | |
Benefits paid | (7.2) | (7.2) | |
Divestiture | 0 | 0 | |
Projected benefit obligation at end of year | 100.1 | 110 | $ 118.2 |
Accumulated benefit obligation at end of year | 100.1 | 110 | |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 87.5 | 89.4 | |
Actual return on plan assets | 0.2 | 5 | |
Employer contribution | 0.2 | 0.3 | |
Benefits paid | (7.2) | (7.2) | |
Fair value of plan assets at end of year | 80.7 | 87.5 | 89.4 |
Unfunded status at end of year | (19.4) | (22.5) | |
Information for pension plans with an accumulated benefit obligation in excess of plan assets: | |||
Projected benefit obligation | 100.1 | 110 | |
Accumulated benefit obligation | 100.1 | 110 | |
Fair value of plan assets | 80.7 | 87.5 | |
Amounts recognized in the Consolidated Balance Sheets consist of: | |||
Noncurrent assets | 0 | 0 | |
Current liabilities | (0.2) | (0.2) | |
Noncurrent liabilities | (19.2) | (22.3) | |
Total amount accrued | (19.4) | (22.5) | |
Amounts recognized in accumulated other comprehensive loss consist of: | |||
Actuarial loss | 37.9 | 40.7 | |
Total amount recognized | 37.9 | 40.7 | |
Total change in other comprehensive loss attributable to: | |||
Pension benefit gain during the period | 1.3 | 4 | |
Reclassification of pension benefit losses to net income | 1.5 | 1.7 | |
Settlement loss during the period | 0 | 0 | |
Foreign currency translation | 0 | 0 | |
Total change in other comprehensive loss | 2.8 | $ 5.7 | |
Amounts in accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost in fiscal 2019 are as follows: | |||
Actuarial loss | 1.5 | ||
Amount to be amortized into net periodic benefit cost | $ 1.5 | ||
Weighted average assumptions used in development of projected benefit obligation: | |||
Discount rate | 3.95% | 3.41% | |
International Plan | Defined Benefit Pension Plan | |||
Change in projected benefit obligation: | |||
Benefit obligation at beginning of year | $ 190.7 | $ 206.2 | |
Service cost | 0.9 | 0.9 | |
Interest cost | 4.2 | 3.7 | |
Actuarial (gain) loss | (6.8) | (13) | |
Benefits paid | (8.2) | (6) | |
Divestiture | 0 | (7.1) | |
Other | (0.8) | ||
Foreign currency translation | (4.9) | 6.8 | |
Projected benefit obligation at end of year | 175 | 190.7 | 206.2 |
Accumulated benefit obligation at end of year | 175 | 190.7 | |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 181.2 | 173.9 | |
Actual return on plan assets | 6.5 | 2.2 | |
Employer contribution | 7.7 | 5.6 | |
Benefits paid | (8.2) | (6) | |
Foreign currency translation | (5.7) | 6.3 | |
Other | (0.8) | ||
Fair value of plan assets at end of year | 181.5 | 181.2 | $ 173.9 |
Unfunded status at end of year | 6.5 | (9.5) | |
Information for pension plans with an accumulated benefit obligation in excess of plan assets: | |||
Projected benefit obligation | 18.1 | 190.7 | |
Accumulated benefit obligation | 18.1 | 190.7 | |
Fair value of plan assets | 0 | 181.2 | |
Amounts recognized in the Consolidated Balance Sheets consist of: | |||
Noncurrent assets | 24.7 | 9.4 | |
Current liabilities | (1) | (0.9) | |
Noncurrent liabilities | (17.2) | (17.9) | |
Total amount accrued | 6.5 | (9.4) | |
Amounts recognized in accumulated other comprehensive loss consist of: | |||
Actuarial loss | 42.6 | 50.8 | |
Total amount recognized | 42.6 | 50.8 | |
Total change in other comprehensive loss attributable to: | |||
Pension benefit gain during the period | 5.9 | 9.8 | |
Reclassification of pension benefit losses to net income | 1.1 | 1.9 | |
Settlement loss during the period | 0 | 1.4 | |
Foreign currency translation | 1.2 | (1.7) | |
Total change in other comprehensive loss | 8.2 | $ 11.4 | |
Amounts in accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost in fiscal 2019 are as follows: | |||
Actuarial loss | 0.9 | ||
Amount to be amortized into net periodic benefit cost | $ 0.9 | ||
Weighted average assumptions used in development of projected benefit obligation: | |||
Discount rate | 2.57% | 2.47% |
RETIREMENT PLANS - Components o
RETIREMENT PLANS - Components of Net Periodic Benefit Cost and Weighted Average Assumptions (Details) - Defined Benefit Pension Plan - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
U.S. Plan | |||
Components of net periodic benefit (income) cost: | |||
Interest cost | $ 3.1 | $ 2.8 | $ 4.3 |
Expected return on plan assets | (4.6) | (4.9) | (5) |
Net amortization | 1.5 | 1.7 | 1.8 |
Net periodic benefit (income) cost | (0.4) | 1.1 | |
Total benefit (income) cost | $ 0 | $ (0.4) | $ 1.1 |
Weighted average assumptions used in development of net periodic benefit (income) cost: | |||
Weighted average discount rate | 3.81% | ||
Weighted average discount rate - interest cost | 2.87% | 2.44% | |
Expected return on plan assets | 5.50% | 5.50% | 5.50% |
International Plan | |||
Components of net periodic benefit (income) cost: | |||
Service cost | $ 0.9 | $ 0.9 | |
Interest cost | $ 4.2 | 3.7 | 6.3 |
Expected return on plan assets | (7.2) | (7.7) | (7.3) |
Net amortization | 1.1 | 1.8 | 1.5 |
Net periodic benefit (income) cost | (1.9) | (1.3) | 1.4 |
Settlement | 0 | 1.4 | 0 |
Total benefit (income) cost | $ (1.9) | $ 0.1 | $ 1.4 |
Weighted average assumptions used in development of net periodic benefit (income) cost: | |||
Weighted average discount rate | 3.58% | ||
Weighted average discount rate - service cost | 1.37% | ||
Weighted average discount rate - interest cost | 2.21% | 1.84% | |
Expected return on plan assets | 4.45% | 4.55% | 4.75% |
Rate of compensation increase | 3.50% | 3.53% |
RETIREMENT PLANS - Plan Asset A
RETIREMENT PLANS - Plan Asset Allocations and Expected Future Benefit Payments (Details) - Defined Benefit Pension Plan - USD ($) $ in Millions | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 |
U.S. Plan | |||
Plan asset allocations: | |||
Expected company contributions in fiscal 2019 | $ 0.2 | ||
Expected future benefit payments: | |||
2,019 | 7.8 | ||
2,020 | 7.6 | ||
2,021 | 7.5 | ||
2,022 | 7.5 | ||
2,023 | 7.4 | ||
2024 – 2028 | $ 34.4 | ||
U.S. Plan | Equity securities | |||
Plan asset allocations: | |||
Plan asset allocations | 21.00% | 22.00% | 26.00% |
U.S. Plan | Debt securities | |||
Plan asset allocations: | |||
Plan asset allocations | 75.00% | 71.00% | 67.00% |
U.S. Plan | Real estate securities | |||
Plan asset allocations: | |||
Plan asset allocations | 4.00% | 4.00% | 4.00% |
U.S. Plan | Cash and cash equivalents | |||
Plan asset allocations: | |||
Plan asset allocations | 0.00% | 3.00% | 3.00% |
U.S. Plan | Insurance contracts | |||
Plan asset allocations: | |||
Plan asset allocations | 0.00% | 0.00% | 0.00% |
International Plan | |||
Plan asset allocations: | |||
Expected company contributions in fiscal 2019 | $ 6.6 | ||
Expected future benefit payments: | |||
2,019 | 5.2 | ||
2,020 | 5.4 | ||
2,021 | 5.6 | ||
2,022 | 6 | ||
2,023 | 6.3 | ||
2024 – 2028 | $ 35 | ||
International Plan | Equity securities | |||
Plan asset allocations: | |||
Plan asset allocations | 33.00% | 34.00% | 31.00% |
International Plan | Debt securities | |||
Plan asset allocations: | |||
Plan asset allocations | 64.00% | 63.00% | 66.00% |
International Plan | Real estate securities | |||
Plan asset allocations: | |||
Plan asset allocations | 0.00% | 0.00% | 0.00% |
International Plan | Cash and cash equivalents | |||
Plan asset allocations: | |||
Plan asset allocations | 0.00% | 1.00% | 0.00% |
International Plan | Insurance contracts | |||
Plan asset allocations: | |||
Plan asset allocations | 3.00% | 2.00% | 3.00% |
RETIREMENT PLANS - Fair Value o
RETIREMENT PLANS - Fair Value of The Company's Pension Plan Asset (Details) - Defined Benefit Pension Plan - USD ($) $ in Millions | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 |
U.S. Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 80.7 | $ 87.5 | $ 89.4 |
U.S. Plan | Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 2.6 | 2.4 | |
U.S. Plan | Mutual funds | Mutual funds—real estate | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 3.2 | 3.7 | |
U.S. Plan | Mutual funds | Mutual funds—equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 18 | 22.5 | |
U.S. Plan | Mutual funds | Mutual funds—fixed income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 56.9 | 58.9 | |
U.S. Plan | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 2.6 | 2.4 | |
U.S. Plan | Quoted Prices in Active Markets for Identical Assets (Level 1) | Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 2.6 | 2.4 | |
U.S. Plan | Quoted Prices in Active Markets for Identical Assets (Level 1) | Mutual funds | Mutual funds—real estate | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
U.S. Plan | Quoted Prices in Active Markets for Identical Assets (Level 1) | Mutual funds | Mutual funds—equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
U.S. Plan | Quoted Prices in Active Markets for Identical Assets (Level 1) | Mutual funds | Mutual funds—fixed income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
U.S. Plan | Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 78.1 | 85.1 | |
U.S. Plan | Significant Other Observable Inputs (Level 2) | Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
U.S. Plan | Significant Other Observable Inputs (Level 2) | Mutual funds | Mutual funds—real estate | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 3.2 | 3.7 | |
U.S. Plan | Significant Other Observable Inputs (Level 2) | Mutual funds | Mutual funds—equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 18 | 22.5 | |
U.S. Plan | Significant Other Observable Inputs (Level 2) | Mutual funds | Mutual funds—fixed income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 56.9 | 58.9 | |
U.S. Plan | Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
U.S. Plan | Unobservable Inputs (Level 3) | Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
U.S. Plan | Unobservable Inputs (Level 3) | Mutual funds | Mutual funds—real estate | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
U.S. Plan | Unobservable Inputs (Level 3) | Mutual funds | Mutual funds—equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
U.S. Plan | Unobservable Inputs (Level 3) | Mutual funds | Mutual funds—fixed income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
International Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 181.5 | 181.2 | $ 173.9 |
International Plan | Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1 | 0.4 | |
International Plan | Insurance contracts | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 4.5 | 4.7 | |
International Plan | Mutual funds | Mutual funds—equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 61.2 | 56.7 | |
International Plan | Mutual funds | Mutual funds—fixed income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 114.8 | 119.4 | |
International Plan | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1 | 0.4 | |
International Plan | Quoted Prices in Active Markets for Identical Assets (Level 1) | Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1 | 0.4 | |
International Plan | Quoted Prices in Active Markets for Identical Assets (Level 1) | Insurance contracts | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
International Plan | Quoted Prices in Active Markets for Identical Assets (Level 1) | Mutual funds | Mutual funds—equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
International Plan | Quoted Prices in Active Markets for Identical Assets (Level 1) | Mutual funds | Mutual funds—fixed income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
International Plan | Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 180.5 | 180.8 | |
International Plan | Significant Other Observable Inputs (Level 2) | Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
International Plan | Significant Other Observable Inputs (Level 2) | Insurance contracts | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 4.5 | 4.7 | |
International Plan | Significant Other Observable Inputs (Level 2) | Mutual funds | Mutual funds—equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 61.2 | 56.7 | |
International Plan | Significant Other Observable Inputs (Level 2) | Mutual funds | Mutual funds—fixed income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 114.8 | 119.4 | |
International Plan | Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
International Plan | Unobservable Inputs (Level 3) | Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
International Plan | Unobservable Inputs (Level 3) | Insurance contracts | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
International Plan | Unobservable Inputs (Level 3) | Mutual funds | Mutual funds—equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
International Plan | Unobservable Inputs (Level 3) | Mutual funds | Mutual funds—fixed income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 0 | $ 0 |
ASSOCIATE MEDICAL BENEFITS - Ad
ASSOCIATE MEDICAL BENEFITS - Additional Information (Details) | 12 Months Ended | ||
Sep. 30, 2018USD ($)Year | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Health care cost trend rate | 6.50% | ||
Decrease per year | 0.25% | ||
Ultimate trend rate | 5.00% | ||
Self-insurance per occurrence | $ 700,000 | ||
Benefits cost recognized | $ 31,200,000 | $ 33,400,000 | $ 31,800,000 |
U.S. Plan | Postretirement Medical Benefits | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Minimum retirement age | Year | 55 | ||
Number of years of service | 10 years | ||
Actuarial loss to be amortized into net periodic benefit cost | $ 0 | ||
Prior service credit to be amortized into net periodic benefit cost | $ (1,100,000) |
ASSOCIATE MEDICAL BENEFITS - Re
ASSOCIATE MEDICAL BENEFITS - Retiree Medical Plan for Domestic Associates (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Amounts recognized in the Consolidated Balance Sheets consist of: | |||
Noncurrent liabilities | $ (75.7) | $ (78.6) | |
Postretirement Medical Benefits | U.S. Plan | |||
Change in projected benefit obligation: | |||
Benefit obligation at beginning of year | 23.9 | 26.2 | |
Service cost | 0.3 | 0.3 | $ 0.2 |
Interest cost | 0.7 | 0.7 | 1 |
Plan participants’ contributions | 0.3 | 0.3 | |
Actuarial (gain) loss | (1.9) | (1.2) | |
Benefits paid | (1.9) | (2.4) | |
Projected benefit obligation at end of year | 21.4 | 23.9 | 26.2 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 0 | 0 | |
Employer contribution | 1.6 | 2.1 | |
Plan participants’ contributions | 0.3 | 0.3 | |
Gross benefits paid | (1.9) | (2.4) | |
Fair value of plan assets at end of year | 0 | 0 | $ 0 |
Unfunded status at end of year | (21.4) | (23.9) | |
Amounts recognized in the Consolidated Balance Sheets consist of: | |||
Current liabilities | (1.8) | (1.8) | |
Noncurrent liabilities | (19.6) | (22.1) | |
Total amount accrued | (21.4) | (23.9) | |
Amounts recognized in accumulated other comprehensive loss consist of: | |||
Actuarial loss | 1.1 | 3.2 | |
Unamortized prior service credit | (4.7) | (5.8) | |
Total amount recognized | (3.6) | (2.6) | |
Total change in other comprehensive loss attributable to: | |||
Benefit gain during the period | (1.9) | (1.1) | |
Net amortization of prior service credit and actuarial loss during the year | 0.9 | 0.7 | |
Total change in other comprehensive loss (income) | $ (1) | $ (0.4) | |
Discount rate used in development of APBO | 4.17% | 3.56% |
ASSOCIATE MEDICAL BENEFITS - Co
ASSOCIATE MEDICAL BENEFITS - Components of Net Periodic Benefit Cost and Discount Rate Used in Development of Net Periodic Benefit Cost (Details) - Postretirement Medical Benefits - U.S. Plan - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 0.3 | $ 0.3 | $ 0.2 |
Interest cost | 0.7 | 0.7 | 1 |
Net amortization | 0.2 | 0.4 | 0.1 |
Amortization of prior service credit | (1.1) | (1.1) | (1.1) |
Total benefit (income) cost | $ 0.1 | $ 0.3 | $ 0.2 |
Discount rate used in development of net periodic benefit cost | 4.03% | ||
Discount rate used in development of service cost | 3.71% | 3.44% | |
Discount rate used in development of interest cost | 2.96% | 2.56% |
ASSOCIATE MEDICAL BENEFITS - Ex
ASSOCIATE MEDICAL BENEFITS - Expected Benefit Payments Under the Plan By The Company and Retirees (Details) $ in Millions | Sep. 30, 2018USD ($) |
Gross Benefit Payments | |
Defined Benefit Plan Disclosure [Line Items] | |
2,019 | $ 2.3 |
2,020 | 2.4 |
2,021 | 2.5 |
2,022 | 2.5 |
2,023 | 2.5 |
2024 – 2028 | 10.9 |
Retiree Contribution | |
Defined Benefit Plan Disclosure [Line Items] | |
2,019 | 0.5 |
2,020 | 0.6 |
2,021 | 0.7 |
2,022 | 0.7 |
2,023 | 0.7 |
2024 – 2028 | 3.3 |
Net Company Payments | |
Defined Benefit Plan Disclosure [Line Items] | |
2,019 | 1.8 |
2,020 | 1.8 |
2,021 | 1.8 |
2,022 | 1.8 |
2,023 | 1.8 |
2024 – 2028 | $ 7.6 |
DEBT - Components of Long-Term
DEBT - Components of Long-Term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Oct. 13, 2015 |
Debt Instrument [Line Items] | ||||
Total debt | $ 2,025.7 | $ 1,409.7 | ||
Less current portions | 132.6 | 143.1 | ||
Less unamortized debt issuance costs | 9.6 | 8.2 | ||
Long-term debt | 1,883.8 | 1,258 | ||
Senior Notes – 6.000% | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 6.00% | |||
Credit Facilities | Revolving loans | ||||
Debt Instrument [Line Items] | ||||
Total debt | 492.2 | 300.5 | ||
Credit Facilities | Term loans | ||||
Debt Instrument [Line Items] | ||||
Total debt | 790 | 273.8 | ||
Senior Notes | Senior Notes – 5.250% | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 250 | $ 250 | ||
Interest rate | 5.25% | 5.25% | ||
Senior Notes | Senior Notes – 6.000% | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 400 | $ 400 | ||
Interest rate | 6.00% | 6.00% | ||
Receivables facility | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 76 | 80 | ||
Other | ||||
Debt Instrument [Line Items] | ||||
Total debt | 17.5 | 105.4 | ||
Long-term Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Less unamortized debt issuance costs | $ 9.3 | $ 8.6 |
DEBT - Company's Debt Maturing
DEBT - Company's Debt Maturing in Next Fiscal Years (Details) $ in Millions | 12 Months Ended |
Sep. 30, 2018USD ($) | |
Debt Disclosure [Abstract] | |
Debt, maturity period | 5 years |
2,019 | $ 132.6 |
2,020 | 40.9 |
2,021 | 40 |
2,022 | 40 |
2,023 | 1,122.2 |
Thereafter | 650 |
Total debt | $ 2,025.7 |
DEBT - Credit Facilities (Detai
DEBT - Credit Facilities (Details) $ in Millions | Jul. 05, 2018USD ($) | Oct. 29, 2015USD ($) | Sep. 30, 2018USD ($) | Jan. 02, 2021 | Mar. 28, 2020 | Jun. 29, 2019 | Sep. 30, 2017 | Sep. 30, 2016 |
Debt Instrument [Line Items] | ||||||||
Debt, maturity period | 5 years | |||||||
Debt, weighted average interest rate | 4.30% | 4.60% | 4.40% | |||||
Fourth Amended and Restated Senior Secured Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured credit facilities, maximum borrowing capacity | $ 1,900 | |||||||
Fifth Amended And Restated Senior Secured Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured credit facilities, maximum borrowing capacity | $ 2,300 | |||||||
Leverage ratio | 4.23 | |||||||
Interest coverage ratio | 5.55 | |||||||
Restricted payment threshold | 4 | |||||||
Restricted payment limitation, year one | $ 200 | |||||||
Restricted payment limitation, years two and thereafter | $ 225 | |||||||
Fifth Amended And Restated Senior Secured Credit Agreement | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Leverage ratio | 5.25 | |||||||
Fifth Amended And Restated Senior Secured Credit Agreement | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest coverage ratio | 3 | |||||||
Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured credit facilities, available borrowing capacity | $ 985.5 | |||||||
Credit Facilities | Fourth Amended and Restated Senior Secured Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, maturity period | 5 years | |||||||
Credit Facilities | Fifth Amended And Restated Senior Secured Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, maturity period | 5 years | |||||||
Letter of Credit | Fourth Amended and Restated Senior Secured Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Additional committed credit | $ 100 | |||||||
Letter of Credit | Fifth Amended And Restated Senior Secured Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Additional committed credit | $ 75 | |||||||
Revolving loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, weighted average interest rate | 4.00% | 3.90% | 3.50% | |||||
Letter of Credit | Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate face amount of letters of credit outstanding | $ 22.3 | |||||||
Scenario, Forecast | Fifth Amended And Restated Senior Secured Credit Agreement | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Leverage ratio | 4.5 | 4.75 | 5 | |||||
Revolving loans | Fourth Amended and Restated Senior Secured Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured credit facilities, maximum borrowing capacity | 1,600 | |||||||
Additional committed credit | 500 | |||||||
Revolving loans | Fifth Amended And Restated Senior Secured Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured credit facilities, maximum borrowing capacity | 1,500 | |||||||
Additional committed credit | 500 | |||||||
Secured Term Loan | Fourth Amended and Restated Senior Secured Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured credit facilities, maximum borrowing capacity | $ 300 | |||||||
Secured Term Loan | Fifth Amended And Restated Senior Secured Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured credit facilities, maximum borrowing capacity | $ 800 |
DEBT - Senior Notes - 5.250% (D
DEBT - Senior Notes - 5.250% (Details) - Senior Notes - Senior Notes – 5.250% - USD ($) $ in Millions | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 15, 2016 |
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 250 | ||
Interest rate | 5.25% | 5.25% |
DEBT - Senior Notes - 6.625% (D
DEBT - Senior Notes - 6.625% (Details) - USD ($) $ in Millions | Dec. 15, 2015 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 |
Debt Instrument [Line Items] | ||||
Unamortized debt issuance costs | $ 9.6 | $ 8.2 | ||
Senior Notes | Senior Notes – 6.625% | ||||
Debt Instrument [Line Items] | ||||
Repurchased principal amount | $ 200 | |||
Interest rate | 6.625% | 6.625% | ||
Debt redemption price | $ 213.2 | |||
Accrued unpaid interest | 6.6 | |||
Call premium | 6.6 | |||
Unamortized debt issuance costs | $ 2.2 |
DEBT - Senior Notes - 6.000% (D
DEBT - Senior Notes - 6.000% (Details) - Senior Notes – 6.000% - USD ($) $ in Millions | Oct. 13, 2015 | Sep. 30, 2018 | Sep. 30, 2016 |
Debt Instrument [Line Items] | |||
Interest rate | 6.00% | ||
Senior Notes | |||
Debt Instrument [Line Items] | |||
Proceed from issuance of unsecured debt | $ 400 | ||
Interest rate | 6.00% | 6.00% |
DEBT - Receivables Facility (De
DEBT - Receivables Facility (Details) - USD ($) $ in Millions | Aug. 24, 2018 | Aug. 25, 2017 | Apr. 07, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Oct. 14, 2016 | Sep. 25, 2015 |
Debt Instrument [Line Items] | |||||||
Borrowings or receivables pledged as collateral | $ 2,025.7 | $ 1,409.7 | |||||
Accounts receivable pledged | 84.5 | 88.9 | |||||
MARP Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Borrowings or receivables pledged as collateral | 76 | 80 | |||||
MARP Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Maximum aggregate amount | $ 400 | ||||||
Outstanding obligations | $ 133.5 | ||||||
Accounts receivable pledged | 84.5 | 88.9 | |||||
Senior secured credit facilities, available borrowing capacity | $ 0.4 | $ 11.1 | |||||
Receivables Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum aggregate amount | $ 250 | ||||||
Committed up to limit under agreement | $ 100 | ||||||
Receivables Facility | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate | 0.00% | ||||||
Receivables Facility | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate | 0.90% | ||||||
Master Framework Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Maximum aggregate amount | $ 400 | ||||||
Committed up to limit under agreement | $ 160 | ||||||
Amendments | |||||||
Debt Instrument [Line Items] | |||||||
Maximum aggregate amount | $ 400 | ||||||
Committed up to limit under agreement | $ 160 | ||||||
Amendments | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate | 0.00% | ||||||
Amendments | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate | 0.875% |
DEBT - Other (Details)
DEBT - Other (Details) - Gavita Holdings B.V. - USD ($) $ in Millions | Oct. 02, 2017 | Sep. 30, 2017 | May 26, 2017 |
Debt Instrument [Line Items] | |||
Fair value of loan | $ 55.6 | $ 55.6 | |
Economic interest retained by previous owner | 25.00% | 25.00% |
DEBT - Interest Rate Swap Agree
DEBT - Interest Rate Swap Agreements (Details) - USD ($) $ in Millions | Oct. 31, 2018 | Oct. 12, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Interest Rate Swap, Instrument 1 | ||||
Derivative [Line Items] | ||||
Notional amount | $ 150 | |||
Fixed rate | 2.12% | |||
Interest Rate Swap, Instrument 2 | ||||
Derivative [Line Items] | ||||
Notional amount | $ 50 | |||
Fixed rate | 2.25% | |||
Interest Rate Swap, Instrument 3 | ||||
Derivative [Line Items] | ||||
Notional amount | $ 50 | |||
Fixed rate | 2.01% | |||
Interest Rate Swap, Instrument 4 | ||||
Derivative [Line Items] | ||||
Notional amount | $ 200 | |||
Fixed rate | 2.12% | |||
Interest Rate Swap, Instrument 5 | ||||
Derivative [Line Items] | ||||
Notional amount | $ 250 | |||
Fixed rate | 2.09% | |||
Interest Rate Swap, Instrument 6 | ||||
Derivative [Line Items] | ||||
Notional amount | $ 100 | |||
Fixed rate | 2.15% | |||
Designated as Hedging Instruments | Interest rate swap agreements | ||||
Derivative [Line Items] | ||||
Notional amount | $ 800 | $ 1,100 | ||
Subsequent Event | Interest rate swap agreements | ||||
Derivative [Line Items] | ||||
Fixed rate | 2.93% | |||
Subsequent Event | Designated as Hedging Instruments | Maximum | Interest rate swap agreements | ||||
Derivative [Line Items] | ||||
Notional amount | $ 500 |
DEBT - Estimated Fair Values of
DEBT - Estimated Fair Values of Debt (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Oct. 13, 2015 |
Credit Facilities | Carrying Amount | Revolving loans | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 492.2 | $ 300.5 | ||
Credit Facilities | Carrying Amount | Term loans | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 790 | 273.8 | ||
Credit Facilities | Fair Value | Revolving loans | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 492.2 | 300.5 | ||
Credit Facilities | Fair Value | Term loans | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 790 | 273.8 | ||
Receivables facility | Carrying Amount | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 76 | 80 | ||
Receivables facility | Fair Value | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 76 | 80 | ||
Other | Carrying Amount | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 17.5 | 105.4 | ||
Other | Fair Value | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 17.5 | $ 105.4 | ||
Senior Notes – 5.250% | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5.25% | 5.25% | ||
Senior Notes – 5.250% | Senior Notes | Carrying Amount | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 250 | $ 250 | ||
Senior Notes – 5.250% | Senior Notes | Fair Value | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 239.4 | 264.4 | ||
Senior Notes – 6.000% | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 6.00% | |||
Senior Notes – 6.000% | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 6.00% | 6.00% | ||
Senior Notes – 6.000% | Senior Notes | Carrying Amount | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 400 | 400 | ||
Senior Notes – 6.000% | Senior Notes | Fair Value | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 411 | $ 427 |
DEBT - Weighted Average Interes
DEBT - Weighted Average Interest Rate (Details) | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 |
Debt Disclosure [Abstract] | |||
Debt, weighted average interest rate | 4.30% | 4.60% | 4.40% |
EQUITY - Schedule of Authorized
EQUITY - Schedule of Authorized and Issued Shares (Details) - $ / shares | Sep. 30, 2018 | Sep. 30, 2017 |
Preferred shares, no par value: | ||
Authorized (in shares) | 200,000 | 200,000 |
Issued (in shares) | 0 | 0 |
Common shares, no par value, $.01 stated value per share: | ||
Common shares, stated value per share (USD per share) | $ 0.01 | $ 0.01 |
Authorized (in shares) | 100,000,000 | 100,000,000 |
Issued (in shares) | 68,100,000 | 68,100,000 |
EQUITY - Additional Information
EQUITY - Additional Information (Details) - USD ($) | Jun. 04, 2018 | Oct. 30, 2017 | Oct. 02, 2017 | Jan. 30, 2017 | Jan. 03, 2017 | Nov. 29, 2016 | May 26, 2016 | Aug. 31, 2014 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2018 | Nov. 28, 2016 | Aug. 03, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock repurchase authorization | $ 500,000,000 | $ 1,000,000,000 | ||||||||||||
Share repurchase authorization expire | 5 years | |||||||||||||
Additional shares authorized repurchase | $ 500,000,000 | |||||||||||||
Number of common shares repurchased (in shares) | 3,500,000 | 2,700,000 | 1,800,000 | 8,300,000 | ||||||||||
Value of common shares repurchased to be held in treasury | $ 323,100,000 | $ 245,800,000 | $ 130,800,000 | $ 714,600,000 | ||||||||||
Value of treasury shares for payment | 32,200,000 | $ 12,100,000 | $ 22,800,000 | |||||||||||
Noncontrolling interest | $ 13,600,000 | |||||||||||||
Dividends declared (USD per share) | $ 2.140 | $ 2.03 | $ 1.91 | |||||||||||
Distribution declared by AeroGrow | $ 8,100,000 | |||||||||||||
Award vesting period | 3 years | |||||||||||||
Common share available for issue under share-based plan (in shares) | 7,300,000 | 7,300,000 | ||||||||||||
Common shares were available to underlie the grant of new share-based award (in shares) | 3,600,000 | 3,600,000 | ||||||||||||
Tax benefit realized from tax deduction associated with exercise of stock options and vesting of restricted share awards | $ 4,500,000 | |||||||||||||
Intrinsic value of stock options exercised | 17,200,000 | 14,500,000 | $ 13,600,000 | |||||||||||
Cash received from exercise of stock options | 10,500,000 | 11,000,000 | $ 14,700,000 | |||||||||||
Non-controlling Interest | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Noncontrolling interest | $ 7,900,000 | |||||||||||||
Distribution declared by AeroGrow | $ 8,100,000 | |||||||||||||
Treasury Shares | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share issued under employee purchase plan (in shares) | 700,000 | 500,000 | 700,000 | |||||||||||
Value of treasury shares for payment | $ 54,300,000 | $ 38,600,000 | $ 43,100,000 | |||||||||||
Capital in Excess of Stated Value | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Value of treasury shares for payment | (22,100,000) | $ (26,500,000) | $ (20,300,000) | |||||||||||
Noncontrolling interest | $ 5,700,000 | |||||||||||||
Minimum | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award vesting period | 3 years | |||||||||||||
Expected forfeiture rate | 15.00% | |||||||||||||
Maximum | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award vesting period | 5 years | |||||||||||||
Expected forfeiture rate | 20.00% | |||||||||||||
Director | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award vesting period | 1 year | |||||||||||||
Performance Based Units | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based compensation awards granted, other than options (in shares) | 246,430 | 487,809 | 56,315 | |||||||||||
Expected weighted average period for unrecognized compensation cost | 2 years 10 months | |||||||||||||
Compensation costs net yet recognized, restricted units, net | $ 30,600,000 | $ 30,600,000 | ||||||||||||
Total fair value of share-based payment awards vested | $ 3,400,000 | $ 8,800,000 | $ 5,800,000 | |||||||||||
Performance Based Units | Project Focus | Hawthorne | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award vesting period | 4 years | |||||||||||||
Share-based compensation awards granted, other than options (in shares) | 200,000 | |||||||||||||
Performance period | 4 years | |||||||||||||
Fair value of award units granted | $ 20,200,000 | |||||||||||||
Performance Based Units | Project Focus | Minimum | Hawthorne | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Vesting percent of target award | 50.00% | |||||||||||||
Performance Based Units | Project Focus | Maximum | Hawthorne | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Vesting percent of target award | 250.00% | |||||||||||||
Performance Based Units | Project Focus | Officer | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award vesting period | 5 years | |||||||||||||
Share-based compensation awards granted, other than options (in shares) | 500,000 | |||||||||||||
Performance period | 5 years | |||||||||||||
Fair value of award units granted | $ 43,300,000 | |||||||||||||
Performance Based Units | Project Focus | Officer | Minimum | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Vesting percent of target award | 50.00% | |||||||||||||
Performance Based Units | Project Focus | Officer | Maximum | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Vesting percent of target award | 250.00% | |||||||||||||
Share-based compensation awards and employee stock purchase plan | Treasury Shares | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share issued under employee purchase plan (in shares) | 400,000 | 500,000 | 600,000 | |||||||||||
Options | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Expected weighted average period for unrecognized compensation cost | 3 months 20 days | |||||||||||||
Compensation costs not yet recognized, net | $ 200,000 | $ 200,000 | ||||||||||||
Remaining unexercisable stock options expected to vest (in shares) | 400,000 | 400,000 | ||||||||||||
Weighted average exercise price of remaining unexercisable stock options expected to vest (USD per share) | $ 68.68 | $ 68.68 | ||||||||||||
Intrinsic value of remaining unexercisable stock options expected to vest | $ 4,100,000 | $ 4,100,000 | ||||||||||||
Average remaining term of remaining unexercisable stock options expected to vest in the future | 7 years 3 months 10 days | |||||||||||||
Options granted (in shares) | 0 | 0 | ||||||||||||
Options | Project Focus | Officer | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Expiration period | 10 years | |||||||||||||
Restricted Stock Units (RSUs) | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based compensation awards granted, other than options (in shares) | 224,665 | 133,999 | 103,088 | |||||||||||
Expected weighted average period for unrecognized compensation cost | 2 years 20 days | |||||||||||||
Compensation costs net yet recognized, restricted units, net | $ 10,600,000 | $ 10,600,000 | ||||||||||||
Total fair value of share-based payment awards vested | $ 6,300,000 | $ 8,700,000 | $ 7,600,000 | |||||||||||
Principal Owner | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Ownership of outstanding common shares | 27.00% | 27.00% | ||||||||||||
Condition for ownership of voting stock | 50.00% | 50.00% | ||||||||||||
Tender offer for ownership of voting power (as a percent) | 100.00% | 100.00% | ||||||||||||
Miracle-Gro | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Condition for ownership of voting stock | 49.00% | 49.00% | ||||||||||||
Sunlight Supply | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Total consideration transferred | $ 459,100,000 | |||||||||||||
Sunlight Supply | Treasury Shares | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share issued under employee purchase plan (in shares) | 300,000 | |||||||||||||
Value of treasury shares for payment | $ 20,700,000 | |||||||||||||
Gavita Holdings B.V. | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Economic interest acquired | 25.00% | 75.00% | ||||||||||||
Total consideration transferred | $ 69,200,000 | $ 136,200,000 | ||||||||||||
Contingent consideration paid | 3,000,000 | $ 3,000,000 | ||||||||||||
Long-term debt | 55,600,000 | 55,600,000 | ||||||||||||
Noncontrolling interest | 7,900,000 | |||||||||||||
Gavita Holdings B.V. | Capital in Excess of Stated Value | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Noncontrolling interest | $ 5,700,000 | |||||||||||||
AeroGrow International, Inc | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Percent ownership | 80.00% | 45.00% | ||||||||||||
Dividends payable | $ 40,500,000 | |||||||||||||
Dividends declared (USD per share) | $ 1.21 | |||||||||||||
Bio-Organic Solutions, Inc. | Treasury Shares | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share issued under employee purchase plan (in shares) | 100,000 | |||||||||||||
Value of treasury shares for payment | $ 4,200,000 | |||||||||||||
Growing media | AeroGrow International, Inc | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Value of shares called by warrants | $ 47,800,000 | |||||||||||||
Number of shares called by warrants (in shares) | 21,600,000 | |||||||||||||
AeroGrow International, Inc | Non-controlling Interest | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Distribution declared by AeroGrow | $ 8,100,000 | |||||||||||||
Accounting Standards Update 2016-09 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Cash payments to tax authority when shares are withheld | $ 3,000,000 | $ 9,200,000 | $ 6,600,000 |
EQUITY - Share-Based Compensati
EQUITY - Share-Based Compensation Awards Granted (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based awards (in shares) | 471,095 | 621,808 | 604,293 |
Aggregate fair value at grant dates (in millions) | $ 43.5 | $ 57.8 | $ 16.4 |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation awards granted, other than options (in shares) | 224,665 | 133,999 | 103,088 |
Performance units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation awards granted, other than options (in shares) | 246,430 | 487,809 | 56,315 |
Employees | Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation awards granted, options (in shares) | 0 | 0 | 444,890 |
Employees | Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation awards granted, other than options (in shares) | 198,807 | 109,708 | 74,467 |
Employees | Performance units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation awards granted, other than options (in shares) | 246,430 | 487,809 | 56,315 |
Board of Directors | Deferred stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation awards granted, other than options (in shares) | 25,858 | 24,291 | 28,621 |
EQUITY - Schedule of Share-Base
EQUITY - Schedule of Share-Based Compensation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Equity [Abstract] | |||
Share-based compensation | $ 40.5 | $ 25.2 | $ 15.6 |
Tax benefit recognized | $ 10.5 | $ 9.8 | $ 6 |
EQUITY - Schedule of Aggregate
EQUITY - Schedule of Aggregate Stock Option Activity (Details) - Options - $ / shares | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
No. of Options | ||
Beginning balance (shares) | 1,517,310 | |
Granted (in shares) | 0 | 0 |
Exercised (shares) | (294,153) | |
Forfeited (shares) | (6,065) | |
Ending balance (shares) | 1,217,092 | 1,517,310 |
Exercisable (shares) | 804,941 | |
Wtd. Avg. Exercise Price | ||
Beginning balance (USD per share) | $ 53.05 | |
Granted (USD per share) | 0 | |
Exercised (USD per share) | 29.57 | |
Forfeited (USD per share) | 61.51 | |
Ending balance (USD per share) | 58.68 | $ 53.05 |
Exercisable (USD per share) | $ 53.56 |
EQUITY - Summary of Certain Inf
EQUITY - Summary of Certain Information Pertaining to Stock Option Awards Outstanding and Exercisable (Details) - Options - $ / shares | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Awards Outstanding | ||
No. of Options (in shares) | 1,217,092 | 1,517,310 |
Wtd. Avg. Remaining Life | 5 years 3 months 8 days | |
WTD. Avg. Exercise Price (USD per share) | $ 58.68 | $ 53.05 |
Awards Exercisable | ||
No. of Options (in shares) | 804,941 | |
Wtd. Avg. Remaining Life | 4 years 2 months 16 days | |
WTD. Avg. Exercise Price (USD per share) | $ 53.56 | |
$38.81 - $49.19 | ||
Range of Exercise Price | ||
Exercise Price, minimum (USD per share) | 38.81 | |
Exercise Price, maximum (USD per share) | $ 49.19 | |
Awards Outstanding | ||
No. of Options (in shares) | 400,000 | |
Wtd. Avg. Remaining Life | 2 years 5 months 9 days | |
WTD. Avg. Exercise Price (USD per share) | $ 45.24 | |
Awards Exercisable | ||
No. of Options (in shares) | 400,000 | |
Wtd. Avg. Remaining Life | 2 years 5 months 9 days | |
WTD. Avg. Exercise Price (USD per share) | $ 45.24 | |
$63.43 - $68.68 | ||
Range of Exercise Price | ||
Exercise Price, minimum (USD per share) | 63.43 | |
Exercise Price, maximum (USD per share) | $ 68.68 | |
Awards Outstanding | ||
No. of Options (in shares) | 800,000 | |
Wtd. Avg. Remaining Life | 6 years 10 months 14 days | |
WTD. Avg. Exercise Price (USD per share) | $ 66.26 | |
Awards Exercisable | ||
No. of Options (in shares) | 400,000 | |
Wtd. Avg. Remaining Life | 6 years 4 months 2 days | |
WTD. Avg. Exercise Price (USD per share) | $ 63.53 |
EQUITY - Schedule of Intrinsic
EQUITY - Schedule of Intrinsic Value of Stock Option Awards Outstanding and Exercisable (Details) - Options $ in Millions | Sep. 30, 2018USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding | $ 24.4 |
Exercisable | $ 20.3 |
EQUITY - Schedule of Weighted A
EQUITY - Schedule of Weighted Average Assumptions for Awards Granted (Details) | 12 Months Ended |
Sep. 30, 2016$ / shares | |
Equity [Abstract] | |
Expected market price volatility | 25.50% |
Risk-free interest rates | 1.50% |
Expected dividend yield | 2.70% |
Expected life of stock options in years | 6 years |
Estimated weighted-average fair value per stock option | $ 12.33 |
EQUITY - Schedule of Restricted
EQUITY - Schedule of Restricted Share-Based Award Activity (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
No. of Shares | |||
Beginning Balance (in shares) | 291,519 | 305,663 | 381,509 |
Granted (in shares) | 224,665 | 133,999 | 103,088 |
Vested (in shares) | (92,842) | (144,029) | (161,440) |
Forfeited (in shares) | (19,902) | (4,114) | (17,494) |
Ending Balance (in shares) | 403,440 | 291,519 | 305,663 |
Wtd. Avg. Grant Date Fair Value per Share | |||
Beginning Balance (USD per share) | $ 81.15 | $ 66.31 | $ 57.22 |
Granted (USD per share) | 87.09 | 92.70 | 69 |
Vested (USD per share) | 67.63 | 60.66 | 47.21 |
Forfeited (USD per share) | 83.69 | 72.40 | 60.18 |
Ending Balance (USD per share) | $ 87.42 | $ 81.15 | $ 66.31 |
EQUITY - Schedule of Performanc
EQUITY - Schedule of Performance-Based Award Activity (Details) - Performance Based Units - $ / shares | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
No. of Units | |||
Beginning Balance (in shares) | 596,933 | 266,598 | 339,224 |
Granted (in shares) | 246,430 | 487,809 | 56,315 |
Vested (in shares) | (53,644) | (147,696) | (128,941) |
Forfeited (in shares) | (33,912) | (9,778) | 0 |
Ending Balance (in shares) | 755,807 | 596,933 | 266,598 |
Wtd. Avg. Grant Date Fair Value per Unit | |||
Beginning Balance (USD per share) | $ 88.01 | $ 62.52 | $ 54.86 |
Granted (USD per share) | 97.04 | 92.95 | 68.68 |
Vested (USD per share) | 63.43 | 59.82 | 45.06 |
Forfeited (USD per share) | 95.37 | 65.39 | 0 |
Ending Balance (USD per share) | $ 92.96 | $ 88.01 | $ 62.52 |
EARNINGS PER COMMON SHARE - Add
EARNINGS PER COMMON SHARE - Additional Information (Details) - shares | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |||
Number of common shares covered by out-of-the-money stock options (in shares) | 0 | 0 | 200,000 |
EARNINGS PER COMMON SHARE - Sch
EARNINGS PER COMMON SHARE - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |||||||||||
Income from continuing operations | $ (130.6) | $ 125.5 | $ 152.7 | $ (20) | $ (42.3) | $ 144.6 | $ 154.1 | $ (58.1) | $ 127.6 | $ 198.3 | $ 246.1 |
Net (income) loss attributable to noncontrolling interest | 0 | (0.5) | 0.5 | ||||||||
Income attributable to controlling interest from continuing operations | 127.6 | 197.8 | 246.6 | ||||||||
Income (loss) from discontinued operations, net of tax | (16.3) | (42.7) | (3.7) | (1.2) | 8.9 | 7.3 | 11.1 | (6.8) | (63.9) | 20.5 | 68.7 |
Net income (loss) attributable to controlling interest | $ (147) | $ 82.9 | $ 148.9 | $ (21.2) | $ (33.4) | $ 151.9 | $ 165.1 | $ (65.3) | $ 63.7 | $ 218.3 | $ 315.3 |
BASIC INCOME PER COMMON SHARE: | |||||||||||
Weighted-average Common Shares outstanding during the period (in shares) | 55.4 | 55.4 | 56.5 | 57.6 | 58.4 | 59.2 | 59.8 | 60.1 | 56.2 | 59.4 | 61.1 |
Income from continuing operations (USD per share) | $ (2.36) | $ 2.27 | $ 2.70 | $ (0.35) | $ (0.72) | $ 2.44 | $ 2.58 | $ (0.97) | $ 2.27 | $ 3.33 | $ 4.04 |
Income (loss) from discontinued operations (USD per share) | (0.29) | (0.77) | (0.06) | (0.02) | 0.15 | 0.13 | 0.18 | (0.12) | (1.14) | 0.35 | 1.12 |
Basic net income (loss) per common share (USD per share) | $ (2.65) | $ 1.50 | $ 2.64 | $ (0.37) | $ (0.57) | $ 2.57 | $ 2.76 | $ (1.09) | $ 1.13 | $ 3.68 | $ 5.16 |
DILUTED INCOME PER COMMON SHARE: | |||||||||||
Weighted-average Common Shares outstanding during the period (in shares) | 55.4 | 55.4 | 56.5 | 57.6 | 58.4 | 59.2 | 59.8 | 60.1 | 56.2 | 59.4 | 61.1 |
Dilutive potential Common Shares (in shares) | 0.9 | 0.8 | 0.9 | ||||||||
Weighted-average number of Common Shares outstanding and dilutive potential Common Shares (in shares) | 55.4 | 56.3 | 57.4 | 57.6 | 58.4 | 60 | 60.6 | 60.1 | 57.1 | 60.2 | 62 |
Income from continuing operations (USD per share) | $ (2.36) | $ 2.23 | $ 2.66 | $ (0.35) | $ (0.72) | $ 2.41 | $ 2.55 | $ (0.97) | $ 2.23 | $ 3.29 | $ 3.98 |
Income (loss) from discontinued operations (USD per share) | (0.29) | (0.76) | (0.07) | (0.02) | 0.15 | 0.12 | 0.18 | (0.12) | (1.11) | 0.34 | 1.11 |
Diluted net income (loss) per common share (USD per share) | $ (2.65) | $ 1.47 | $ 2.59 | $ (0.37) | $ (0.57) | $ 2.53 | $ 2.73 | $ (1.09) | $ 1.12 | $ 3.63 | $ 5.09 |
INCOME TAXES - Provision (Benef
INCOME TAXES - Provision (Benefit) For Income Taxes Allocated to Continuing Operation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Current: | |||
Federal | $ 47.7 | $ 104.5 | $ 89.7 |
State | 10.3 | 12.4 | 11.8 |
Foreign | 0.2 | 8.1 | 4.3 |
Total Current | 58.2 | 125 | 105.8 |
Deferred: | |||
Federal | (58.4) | (7.4) | 30.7 |
State | (2) | (0.5) | 2.5 |
Foreign | (9.7) | (0.5) | (1.4) |
Total Deferred | (70.1) | (8.4) | 31.8 |
Provision (benefit) for income taxes | $ (11.9) | $ 116.6 | $ 137.6 |
INCOME TAXES - Domestic and For
INCOME TAXES - Domestic and Foreign Components of Income From Continuing Operations Before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 159.5 | $ 296 | $ 357 |
Foreign | (43.8) | 18.9 | 26.7 |
Income from continuing operations before income taxes | $ 115.7 | $ 314.9 | $ 383.7 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of The Federal Corporate Income Tax Rate and The Effective Tax Rate (Details) | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |||
Statutory income tax rate | 24.50% | 35.00% | 35.00% |
Effect of foreign operations | 7.40% | 3.10% | 0.30% |
State taxes, net of federal benefit | 6.50% | 2.90% | 2.90% |
Domestic Production Activities Deduction permanent difference | (4.40%) | (3.10%) | (2.50%) |
Effect of other permanent differences | (3.00%) | 0.40% | 0.40% |
Research and Experimentation and other federal tax credits | (1.70%) | (0.40%) | (0.30%) |
Resolution of prior tax contingencies | 1.30% | 0.90% | (0.10%) |
Effect of tax reform | (38.70%) | 0.00% | 0.00% |
Other | (2.20%) | (1.80%) | 0.20% |
Effective income tax rate | (10.30%) | 37.00% | 35.90% |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Investments, Owned, Federal Income Tax Note [Line Items] | |||||
Statutory income tax rate | 24.50% | 35.00% | 35.00% | ||
Provisional net benefit | $ 45,900,000 | $ 44,600,000 | |||
Transition tax | 14,000,000 | ||||
Foreign tax credit | 10,700,000 | 18,200,000 | |||
Valuation allowance of excess foreign tax credits | 3,200,000 | 500,000 | |||
Transition tax as result of measurement period adjustments | 21,200,000 | ||||
Undistributed earnings of foreign subsidiaries | $ 97,800,000 | ||||
Valuation allowance for net operating losses | 33,600,000 | $ 29,700,000 | |||
Foreign net operating losses | 3,800,000 | 3,700,000 | |||
Foreign tax credit carryovers | 16,400,000 | 7,600,000 | |||
Deferred tax on unremitted earnings | 0 | ||||
Gross unrecognized tax benefits | 13,900,000 | 10,200,000 | $ 5,100,000 | $ 9,200,000 | |
Unrecognized tax benefits that would have an impact on the effective tax rate | 12,600,000 | 8,500,000 | 3,500,000 | ||
Unrecognized tax benefits accrued payment of interest | 1,500,000 | 1,100,000 | 1,100,000 | ||
Unrecognized tax benefits accrued payment of penalties | 400,000 | 400,000 | 500,000 | ||
Recognized benefit related to tax interest and penalties | 2,300,000 | ||||
AeroGrow International Inc. | |||||
Investments, Owned, Federal Income Tax Note [Line Items] | |||||
Federal net operating loss | 10,900,000 | ||||
Statutory tax benefit of net operating loss carryovers and related valuation allowances | 10,500,000 | ||||
Utilized by September 2018 | AeroGrow International Inc. | |||||
Investments, Owned, Federal Income Tax Note [Line Items] | |||||
Federal net operating loss | 400,000 | ||||
Foreign Country | |||||
Investments, Owned, Federal Income Tax Note [Line Items] | |||||
Valuation allowance for net operating losses | 3,300,000 | ||||
Foreign net operating losses | 3,800,000 | ||||
Foreign tax credit carryovers | 16,400,000 | 7,600,000 | |||
Valuation allowance for state credits | 16,400,000 | ||||
U.S. state and local tax authorities | |||||
Investments, Owned, Federal Income Tax Note [Line Items] | |||||
Valuation allowance for net operating losses | 1,400,000 | ||||
Valuation allowance for state credits | 700,000 | ||||
State net operating losses carryforward | $ 1,500,000 | ||||
State net operating losses carryforward period, minimum | 5 years | ||||
State net operating losses carryforward period, maximum | 20 years | ||||
Tax benefits associated with state tax credits | $ 1,400,000 | 1,000,000 | |||
Discontinued Operations | |||||
Investments, Owned, Federal Income Tax Note [Line Items] | |||||
Gross unrecognized tax benefits | 4,800,000 | $ 700,000 | $ 300,000 | ||
CHINA | Foreign Country | |||||
Investments, Owned, Federal Income Tax Note [Line Items] | |||||
Valuation allowance for net operating losses | $ 1,300,000 |
INCOME TAXES - Components of De
INCOME TAXES - Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Sep. 30, 2017 |
DEFERRED TAX ASSETS | ||
Inventories | $ 9.3 | $ 8 |
Accrued liabilities | 68.4 | 58.9 |
Postretirement benefits | 7.7 | 19.9 |
Accounts receivable | 4.7 | 5.3 |
Federal NOL carryovers | 10.9 | 20.3 |
State NOL carryovers | 1.5 | 1.3 |
Foreign NOL carryovers | 3.8 | 3.7 |
Foreign tax credit carryovers | 16.4 | 7.6 |
Other | 2 | (1.6) |
Gross deferred tax assets | 124.7 | 123.4 |
Valuation allowance | (33.6) | (29.7) |
Total deferred tax assets | 91.1 | 93.7 |
DEFERRED TAX LIABILITIES | ||
Property, plant and equipment | (50.9) | (68.5) |
Intangible assets | (54.1) | (127.5) |
Outside basis difference in equity investments | (45.4) | (47.5) |
Interest rate swaps | (1) | 0 |
Other | (9.3) | (7.7) |
Total deferred tax liabilities | (160.7) | (251.2) |
Net deferred tax liability | $ 69.6 | $ 157.5 |
INCOME TAXES - Reconciliation_2
INCOME TAXES - Reconciliation of the Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of year | $ 10.2 | $ 5.1 | $ 9.2 |
Additions for tax positions of the current year | 0.9 | 1.4 | 0.3 |
Additions for tax positions of prior years | 6.1 | 3.9 | 1.9 |
Reductions for tax positions of prior years | (0.8) | (0.2) | (2.6) |
Settlements with tax authorities | (1.9) | 0.9 | (2.7) |
Expiration of statutes of limitation | (0.6) | (0.9) | (1) |
Balance at end of year | $ 13.9 | $ 10.2 | $ 5.1 |
DERIVATIVE INSTRUMENTS AND HE_3
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Sep. 30, 2017 |
Derivatives not designated as Hedging Instruments | Currency forward contracts | ||
Derivative Instruments and Hedging Activities Disclosure [Line Items] | ||
Notional amount | $ 117.2 | $ 268.3 |
Fair value of foreign currency contracts | (0.6) | 1.8 |
Designated as Hedging Instruments | Interest rate swap agreements | ||
Derivative Instruments and Hedging Activities Disclosure [Line Items] | ||
Notional amount | 800 | $ 1,100 |
Interest rate gain amount expected to be reclassified to earnings during the next 12 months | 1.6 | |
Designated as Hedging Instruments | Commodity hedging instruments | ||
Derivative Instruments and Hedging Activities Disclosure [Line Items] | ||
Commodity gain amount expected to be reclassified to earnings during the next 12 months | $ 4.5 |
DERIVATIVE INSTRUMENTS AND HE_4
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Outstanding Commodity Contracts that Hedge Forecasted Purchases (Details) | Sep. 30, 2018Tgal | Sep. 30, 2017Tgal |
Urea | ||
Derivative [Line Items] | ||
Outstanding commodity contracts, mass | T | 88,000 | 76,500 |
Diesel | ||
Derivative [Line Items] | ||
Outstanding commodity contracts, volume | 5,460,000 | 5,586,000 |
Heating Oil | ||
Derivative [Line Items] | ||
Outstanding commodity contracts, volume | 1,218,000 | 1,386,000 |
DERIVATIVE INSTRUMENTS AND HE_5
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Fair Values of the Company's Derivative Instruments (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Sep. 30, 2017 |
Derivatives, Fair Value [Line Items] | ||
Total derivatives instruments | $ 11 | $ 5.7 |
Designated as Hedging Instruments | ||
Derivatives, Fair Value [Line Items] | ||
Total derivatives instruments | 9.9 | 3.3 |
Designated as Hedging Instruments | Interest rate swap agreements | Prepaid and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 2 | 1.3 |
Designated as Hedging Instruments | Interest rate swap agreements | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 1.8 | 0 |
Designated as Hedging Instruments | Interest rate swap agreements | Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | 0 | (0.8) |
Designated as Hedging Instruments | Interest rate swap agreements | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | 0 | (0.4) |
Designated as Hedging Instruments | Commodity hedging instruments | Prepaid and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 6.1 | 3.2 |
Derivatives not designated as Hedging Instruments | ||
Derivatives, Fair Value [Line Items] | ||
Total derivatives instruments | 1.1 | 2.4 |
Derivatives not designated as Hedging Instruments | Currency forward contracts | Prepaid and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 0.9 | 2 |
Derivatives not designated as Hedging Instruments | Currency forward contracts | Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | (1.5) | (0.2) |
Derivatives not designated as Hedging Instruments | Commodity hedging instruments | Prepaid and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | $ 1.7 | $ 0.6 |
DERIVATIVE INSTRUMENTS AND HE_6
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Effect of Derivative Instruments on OCI and the Condensed, Consolidated Statements of Operations (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Derivatives not designated as Hedging Instruments | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) Recognized in Statement of Operations | $ 14.9 | $ 0.8 |
Derivatives not designated as Hedging Instruments | Currency forward contracts | Other income, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) Recognized in Statement of Operations | 11.6 | 0.1 |
Derivatives not designated as Hedging Instruments | Commodity hedging instruments | Cost of sales | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) Recognized in Statement of Operations | 3.3 | 0.7 |
Cash Flow Hedging | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) Recognized in AOCI | 9.3 | 4.9 |
Amount of Gain/(Loss) Reclassified From AOCI Into Statement of Operations | 3.1 | (1.8) |
Cash Flow Hedging | Interest rate swap agreements | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) Recognized in AOCI | 3.7 | 2.2 |
Cash Flow Hedging | Interest rate swap agreements | Interest expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) Reclassified From AOCI Into Statement of Operations | 1 | (1.7) |
Cash Flow Hedging | Commodity hedging instruments | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) Recognized in AOCI | 5.6 | 2.7 |
Cash Flow Hedging | Commodity hedging instruments | Cost of sales | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) Reclassified From AOCI Into Statement of Operations | $ 2.1 | $ (0.1) |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) - Gavita Holdings B.V. - USD ($) $ in Millions | Oct. 02, 2017 | Sep. 30, 2017 | May 26, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Economic interest retained by previous owner | 25.00% | 25.00% | |
Long-term debt | $ 55.6 | $ 55.6 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Schedules (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Sep. 30, 2018 | Sep. 30, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 1.4 | $ 26.2 |
Other | 32.4 | 27.5 |
Total assets | 46.3 | 60.8 |
Other | (0.9) | |
Long-term debt | (55.6) | |
Total Liabilities | (2.4) | (57) |
Interest rate swap agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 3.8 | 1.3 |
Derivative liabilities | (1.2) | |
Currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0.9 | 2 |
Derivative liabilities | (1.5) | (0.2) |
Commodity hedging instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 7.8 | 3.8 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1.4 | 26.2 |
Other | 19.4 | 15.7 |
Total assets | 20.8 | 41.9 |
Other | 0 | |
Long-term debt | 0 | |
Total Liabilities | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Interest rate swap agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 0 |
Derivative liabilities | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commodity hedging instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Other | 0 | 0 |
Total assets | 12.5 | 7.1 |
Other | 0 | |
Long-term debt | 0 | |
Total Liabilities | (1.5) | (1.4) |
Significant Other Observable Inputs (Level 2) | Interest rate swap agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 3.8 | 1.3 |
Derivative liabilities | (1.2) | |
Significant Other Observable Inputs (Level 2) | Currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0.9 | 2 |
Derivative liabilities | (1.5) | (0.2) |
Significant Other Observable Inputs (Level 2) | Commodity hedging instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 7.8 | 3.8 |
Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Other | 13 | 11.8 |
Total assets | 13 | 11.8 |
Other | (0.9) | |
Long-term debt | (55.6) | |
Total Liabilities | (0.9) | (55.6) |
Unobservable Inputs (Level 3) | Interest rate swap agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 0 |
Derivative liabilities | 0 | |
Unobservable Inputs (Level 3) | Currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Unobservable Inputs (Level 3) | Commodity hedging instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 0 | $ 0 |
OPERATING LEASES - Future Minim
OPERATING LEASES - Future Minimum Lease Payments for Operating Leases (Details) $ in Millions | Sep. 30, 2018USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,019 | $ 44.7 |
2,020 | 35.8 |
2,021 | 25.9 |
2,022 | 15.8 |
2,023 | 6.6 |
Thereafter | 7.2 |
Total future minimum lease payments | $ 136 |
OPERATING LEASES - Residual Val
OPERATING LEASES - Residual Value Guarantee Amounts (Details) $ in Millions | Sep. 30, 2018USD ($) |
Car and Light Truck Leases | |
Property Subject to or Available for Operating Lease [Line Items] | |
Residual value guarantee | $ 4.2 |
Corporate aircraft | |
Property Subject to or Available for Operating Lease [Line Items] | |
Residual value guarantee | $ 27 |
OPERATING LEASES - Additional I
OPERATING LEASES - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Leases [Abstract] | |||
Rent expense | $ 62.5 | $ 53.6 | $ 51.3 |
COMMITMENTS (Details)
COMMITMENTS (Details) $ in Millions | Sep. 30, 2018USD ($) |
Unrecorded Unconditional Purchase Obligation, Fiscal Year Maturity [Abstract] | |
2,019 | $ 140.8 |
2,020 | 80.2 |
2,021 | 46.2 |
2,022 | 27.9 |
2,023 | 12.4 |
Thereafter | 5.1 |
Unrecognized Unconditional Purchase Obligations | $ 312.6 |
CONTINGENCIES (Details)
CONTINGENCIES (Details) $ in Millions | 12 Months Ended |
Sep. 30, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Accrued liabilities related to other regulatory matters which are accounted for in the Other liabilities | $ 4.4 |
Wild Bird Food | |
Loss Contingencies [Line Items] | |
Pre-tax charge recognized | 85 |
In re Scotts EZ Seed Litigation | |
Loss Contingencies [Line Items] | |
Pre-tax charge recognized | $ 11.7 |
CONCENTRATIONS OF CREDIT RISK
CONCENTRATIONS OF CREDIT RISK (Details) | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Customer Concentration Risk | Net Sales | Home Depot | |||
Revenue, Major Customer [Line Items] | |||
Concentration percentage | 35.00% | 35.00% | 38.00% |
Customer Concentration Risk | Net Sales | Lowe’s | |||
Revenue, Major Customer [Line Items] | |||
Concentration percentage | 17.00% | 17.00% | 19.00% |
Customer Concentration Risk | Net Sales | Walmart | |||
Revenue, Major Customer [Line Items] | |||
Concentration percentage | 9.00% | 9.00% | 12.00% |
Customer Concentration Risk | Net Accounts Receivable | 3 Largest Customers | |||
Revenue, Major Customer [Line Items] | |||
Concentration percentage | 57.00% | 60.00% | |
United States | Geographic Concentration Risk | Net Sales | |||
Revenue, Major Customer [Line Items] | |||
Concentration percentage | 89.00% | 90.00% | 92.00% |
United States | Geographic Concentration Risk | Net Accounts Receivable | |||
Revenue, Major Customer [Line Items] | |||
Concentration percentage | 88.00% | 83.00% |
OTHER INCOME, NET (Details)
OTHER INCOME, NET (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Other Income and Expenses [Abstract] | |||
Royalty income, net | $ (2.8) | $ (4.8) | $ (5.9) |
Interest on loans receivable | 0 | (10) | (3.9) |
Foreign currency losses | 0.9 | 0.8 | 0.3 |
Other | (4.8) | (2.6) | (4.3) |
Total | $ (6.7) | $ (16.6) | $ (13.8) |
SEGMENT INFORMATION - Additiona
SEGMENT INFORMATION - Additional Information (Details) | 12 Months Ended |
Sep. 30, 2018segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
SEGMENT INFORMATION - Segment F
SEGMENT INFORMATION - Segment Financial Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 433.9 | $ 994.6 | $ 1,013.3 | $ 221.5 | $ 376.7 | $ 973.4 | $ 1,084.6 | $ 207.4 | $ 2,663.4 | $ 2,642.1 | $ 2,506.2 |
Intangible asset amortization | (30) | (23.3) | (15.7) | ||||||||
Impairment, restructuring and other | (132.3) | (4.9) | 51.5 | ||||||||
Equity in (income)/loss of unconsolidated affiliates | 4.9 | (29) | 7.8 | ||||||||
Costs related to refinancing | 0 | 0 | (8.8) | ||||||||
Interest expense | (86.4) | (76.1) | (62.9) | ||||||||
Depreciation and amortization | 83.4 | 73.8 | 62.3 | ||||||||
Capital expenditures | 68.2 | 65.5 | 53.8 | ||||||||
Restructuring costs | 11.2 | $ 4.2 | $ 3.4 | $ 2 | |||||||
Assets | 3,054.5 | 2,747 | 3,054.5 | 2,747 | |||||||
TruGreen Joint Venture | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Restructuring costs | 25.2 | 11.7 | |||||||||
Noncash write-down adjustment | 7.2 | ||||||||||
Corporate | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Depreciation and amortization | 3.3 | 2.7 | 2.9 | ||||||||
Assets | 212.4 | 298 | 212.4 | 298 | |||||||
U.S. Consumer | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 2,109.6 | 2,160.5 | 2,204.4 | ||||||||
Depreciation and amortization | 46.7 | 47.9 | 48.1 | ||||||||
Capital expenditures | 53.2 | 53.4 | 46.3 | ||||||||
U.S. Consumer | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Assets | 1,702.2 | 1,650.3 | 1,702.2 | 1,650.3 | |||||||
Hawthorne | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 344.9 | 287.2 | 121.2 | ||||||||
Depreciation and amortization | 27.8 | 18.4 | 9.2 | ||||||||
Capital expenditures | 8.7 | 7.1 | 1.2 | ||||||||
Hawthorne | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Assets | 978.6 | 648 | 978.6 | 648 | |||||||
Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 208.9 | 194.4 | 180.6 | ||||||||
Depreciation and amortization | 5.6 | 4.8 | 2.1 | ||||||||
Capital expenditures | 6.3 | 5 | 6.3 | ||||||||
Other | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Assets | $ 161.3 | $ 150.7 | 161.3 | 150.7 | |||||||
Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Income from continuing operations before income taxes | 115.7 | 314.9 | 383.7 | ||||||||
Intangible asset amortization | (29.2) | (22.5) | (14.9) | ||||||||
Impairment, restructuring and other | (152.8) | (4.9) | 33.8 | ||||||||
Equity in (income)/loss of unconsolidated affiliates | 4.9 | (29) | 19.5 | ||||||||
Costs related to refinancing | 0 | 0 | (8.8) | ||||||||
Interest expense | (86.4) | (76.1) | (62.9) | ||||||||
Other non-operating expense, net | (1.7) | (13.4) | 0 | ||||||||
Continuing Operations | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Income from continuing operations before income taxes | 501.7 | 570.4 | 515.9 | ||||||||
Continuing Operations | Corporate | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Income from continuing operations before income taxes | (120.8) | (109.6) | (98.9) | ||||||||
Continuing Operations | U.S. Consumer | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Income from continuing operations before income taxes | 496.6 | 521.5 | 493.7 | ||||||||
Continuing Operations | Hawthorne | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Income from continuing operations before income taxes | (6.1) | 35.5 | 11.8 | ||||||||
Continuing Operations | Other | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Income from continuing operations before income taxes | $ 11.2 | $ 13.4 | $ 10.4 |
SEGMENT INFORMATION - Net Sales
SEGMENT INFORMATION - Net Sales by Product Category (Details) - Product Concentration - Net Sales | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue from External Customer [Line Items] | |||
Concentration percentage | 100.00% | 100.00% | 100.00% |
Growing media | |||
Revenue from External Customer [Line Items] | |||
Concentration percentage | 35.00% | 34.00% | 38.00% |
Lawn care | |||
Revenue from External Customer [Line Items] | |||
Concentration percentage | 29.00% | 30.00% | 31.00% |
Controls | |||
Revenue from External Customer [Line Items] | |||
Concentration percentage | 13.00% | 13.00% | 13.00% |
Indoor, urban and hydroponic gardening | |||
Revenue from External Customer [Line Items] | |||
Concentration percentage | 13.00% | 11.00% | 5.00% |
Roundup® Marketing Agreement | |||
Revenue from External Customer [Line Items] | |||
Concentration percentage | 4.00% | 5.00% | 5.00% |
Other, primarily gardening and landscape | |||
Revenue from External Customer [Line Items] | |||
Concentration percentage | 6.00% | 7.00% | 8.00% |
SEGMENT INFORMATION - Net sal_2
SEGMENT INFORMATION - Net sales and long-lived assets by geographic area (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | $ 433.9 | $ 994.6 | $ 1,013.3 | $ 221.5 | $ 376.7 | $ 973.4 | $ 1,084.6 | $ 207.4 | $ 2,663.4 | $ 2,642.1 | $ 2,506.2 |
Long-lived assets | 952.5 | 781 | 952.5 | 781 | |||||||
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 2,375.5 | 2,385.1 | 2,314.8 | ||||||||
Long-lived assets | 789.8 | 586.2 | 789.8 | 586.2 | |||||||
International | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 287.9 | 257 | $ 191.4 | ||||||||
Long-lived assets | $ 162.7 | $ 194.8 | $ 162.7 | $ 194.8 |
QUARTERLY CONSOLIDATED FINANC_3
QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) - Unaudited Quarterly Results of Operation (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 433.9 | $ 994.6 | $ 1,013.3 | $ 221.5 | $ 376.7 | $ 973.4 | $ 1,084.6 | $ 207.4 | $ 2,663.4 | $ 2,642.1 | $ 2,506.2 |
Gross profit | 73.7 | 347.6 | 409.2 | 34 | 88.1 | 383.4 | 464.3 | 36.8 | 864.6 | 972.6 | 900.3 |
Income (loss) from continuing operations | (130.6) | 125.5 | 152.7 | (20) | (42.3) | 144.6 | 154.1 | (58.1) | 127.6 | 198.3 | 246.1 |
Income (loss) from discontinued operations, net of tax | (16.3) | (42.7) | (3.7) | (1.2) | 8.9 | 7.3 | 11.1 | (6.8) | (63.9) | 20.5 | 68.7 |
Net income (loss) | (146.9) | 82.8 | 149 | (21.2) | (33.4) | 151.9 | 165.2 | (64.9) | 63.7 | 218.8 | 314.8 |
Net income (loss) attributable to controlling interest | $ (147) | $ 82.9 | $ 148.9 | $ (21.2) | $ (33.4) | $ 151.9 | $ 165.1 | $ (65.3) | $ 63.7 | $ 218.3 | $ 315.3 |
Basic earnings (loss) per common share: | |||||||||||
Income (loss) from continuing operations (USD per share) | $ (2.36) | $ 2.27 | $ 2.70 | $ (0.35) | $ (0.72) | $ 2.44 | $ 2.58 | $ (0.97) | $ 2.27 | $ 3.33 | $ 4.04 |
Income (loss) from discontinued operations (USD per share) | (0.29) | (0.77) | (0.06) | (0.02) | 0.15 | 0.13 | 0.18 | (0.12) | (1.14) | 0.35 | 1.12 |
Basic net income (loss) per common share (USD per share) | $ (2.65) | $ 1.50 | $ 2.64 | $ (0.37) | $ (0.57) | $ 2.57 | $ 2.76 | $ (1.09) | $ 1.13 | $ 3.68 | $ 5.16 |
Common shares used in basic EPS calculation (in shares) | 55.4 | 55.4 | 56.5 | 57.6 | 58.4 | 59.2 | 59.8 | 60.1 | 56.2 | 59.4 | 61.1 |
Diluted earnings (loss) per common share: | |||||||||||
Income (loss) from continuing operations (USD per share) | $ (2.36) | $ 2.23 | $ 2.66 | $ (0.35) | $ (0.72) | $ 2.41 | $ 2.55 | $ (0.97) | $ 2.23 | $ 3.29 | $ 3.98 |
Income (loss) from discontinued operations (USD per share) | (0.29) | (0.76) | (0.07) | (0.02) | 0.15 | 0.12 | 0.18 | (0.12) | (1.11) | 0.34 | 1.11 |
Diluted net income (loss) per common share (USD per share) | $ (2.65) | $ 1.47 | $ 2.59 | $ (0.37) | $ (0.57) | $ 2.53 | $ 2.73 | $ (1.09) | $ 1.12 | $ 3.63 | $ 5.09 |
Weighted-average number of Common Shares outstanding and dilutive potential Common Shares (in shares) | 55.4 | 56.3 | 57.4 | 57.6 | 58.4 | 60 | 60.6 | 60.1 | 57.1 | 60.2 | 62 |
QUARTERLY CONSOLIDATED FINANC_4
QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Quarterly Financial Information [Line Items] | |||||||||||
Percentage of annual net sales from combined second and third quarter sales | 75.00% | 75.00% | 75.00% | ||||||||
Restructuring recoveries | $ (4,400,000) | ||||||||||
Restructuring costs | $ 11,200,000 | $ 4,200,000 | $ 3,400,000 | $ 2,000,000 | |||||||
Provisional net benefit | $ 45,900,000 | $ 44,600,000 | |||||||||
Recognition of accumulated foreign currency translation loss | $ 11,700,000 | 11,700,000 | 0 | $ 0 | |||||||
Goodwill impairment loss | 94,600,000 | ||||||||||
Hawthorne | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Goodwill impairment loss | $ 94,600,000 | 94,600,000 | |||||||||
U.S. Consumer | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Goodwill impairment loss | 0 | ||||||||||
U.S. Consumer | Trademark | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Impairment charge | 1,000,000 | 1,000,000 | |||||||||
Sunlight Supply | Customer accounts | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Impairment charge | $ 17,500,000 | ||||||||||
Historical acquisition | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring recoveries | (4,400,000) | ||||||||||
International Business | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring transaction related charges | 1,800,000 | 15,500,000 | 2,500,000 | ||||||||
Restructuring costs | 0 | (400,000) | 3,600,000 | ||||||||
Project Focus | U.S. Consumer | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring costs | (100,000) | ||||||||||
Project Focus | Scotts LawnService | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring transaction related charges | 100,000 | 100,000 | 600,000 | $ 800,000 | $ 4,600,000 | ||||||
Project Catalyst | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring costs | 16,500,000 | 12,900,000 | 29,400,000 | ||||||||
Termination benefits | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring costs | 8,300,000 | ||||||||||
Termination benefits | Project Focus | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring recoveries | (100,000) | (200,000) | |||||||||
Transaction related costs | International Business | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring transaction related charges | 100,000 | 100,000 | $ 1,400,000 | 6,700,000 | $ 4,100,000 | $ 3,300,000 | $ 1,400,000 | ||||
Restructuring costs | 200,000 | ||||||||||
Employee severance | Project Focus | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring recoveries | $ (400,000) | ||||||||||
Employee severance | Project Catalyst | Hawthorne | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring costs | 300,000 | ||||||||||
Employee severance | Project Catalyst | U.S. Consumer | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring costs | $ 1,600,000 | ||||||||||
Pending Litigation | In re Scotts EZ Seed Litigation | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Probable loss related to disclosed legal matter | 1,500,000 | $ 10,200,000 | |||||||||
Pending Litigation | In re Morning Song Bird Food Litigation | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Probable loss related to disclosed legal matter | $ 20,000,000 | $ 65,000,000 |
FINANCIAL INFORMATION FOR SUB_3
FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTORS - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 15, 2015 | Oct. 13, 2015 | |
Condensed Financial Statements, Captions [Line Items] | |||||
Long-term debt | $ 2,025,700,000 | ||||
Return of investments from affiliates | $ 0 | $ 0 | $ 0 | ||
Senior Notes – 6.000% | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Debt instrument stated interest rate | 6.00% | ||||
Senior Notes – 6.000% | Senior Notes | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Debt instrument stated interest rate | 6.00% | 6.00% | |||
Senior Notes – 5.250% | Senior Notes | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Debt instrument stated interest rate | 5.25% | 5.25% | |||
Senior Notes, 6.625% Due 2020 | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Debt instrument stated interest rate | 6.625% | ||||
Long-term debt | $ 200,000,000 | ||||
Reportable Legal Entities | Parent | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Return of investments from affiliates | $ 1,306,900,000 | $ 918,600,000 | $ 940,900,000 | ||
Return on investment | $ 24,400,000 | $ 28,800,000 | $ 0 |
FINANCIAL INFORMATION FOR SUB_4
FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTORS - Statement of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||
Net sales | $ 433.9 | $ 994.6 | $ 1,013.3 | $ 221.5 | $ 376.7 | $ 973.4 | $ 1,084.6 | $ 207.4 | $ 2,663.4 | $ 2,642.1 | $ 2,506.2 |
Cost of sales | 1,778.3 | 1,669.5 | 1,600 | ||||||||
Cost of sales—impairment, restructuring and other | 20.5 | 0 | 5.9 | ||||||||
Gross profit | 73.7 | 347.6 | 409.2 | 34 | 88.1 | 383.4 | 464.3 | 36.8 | 864.6 | 972.6 | 900.3 |
Operating expenses: | |||||||||||
Selling, general and administrative | 540.1 | 550.9 | 518 | ||||||||
Impairment, restructuring and other | 132.3 | 4.9 | (51.5) | ||||||||
Other income, net | (6.7) | (16.6) | (13.8) | ||||||||
Income (loss) from operations | 198.9 | 433.4 | 447.6 | ||||||||
Equity (income) loss in subsidiaries | 0 | 0 | |||||||||
Other non-operating (income) loss | 0 | ||||||||||
Equity in (income) loss of unconsolidated affiliates | (4.9) | 29 | (7.8) | ||||||||
Costs related to refinancing | 0 | 0 | 8.8 | ||||||||
Interest expense | 86.4 | 76.1 | 62.9 | ||||||||
Other non-operating (income) loss | 1.7 | 13.4 | 0 | ||||||||
Income from continuing operations before income taxes | 115.7 | 314.9 | 383.7 | ||||||||
Income tax expense (benefit) from continuing operations | (11.9) | 116.6 | 137.6 | ||||||||
Income (loss) from continuing operations | (130.6) | 125.5 | 152.7 | (20) | (42.3) | 144.6 | 154.1 | (58.1) | 127.6 | 198.3 | 246.1 |
Income (loss) from discontinued operations, net of tax | (16.3) | (42.7) | (3.7) | (1.2) | 8.9 | 7.3 | 11.1 | (6.8) | (63.9) | 20.5 | 68.7 |
Net income (loss) | (146.9) | 82.8 | 149 | (21.2) | (33.4) | 151.9 | 165.2 | (64.9) | 63.7 | 218.8 | 314.8 |
Net (income) loss attributable to noncontrolling interest | 0 | (0.5) | 0.5 | ||||||||
Net income (loss) attributable to controlling interest | $ (147) | $ 82.9 | $ 148.9 | $ (21.2) | $ (33.4) | $ 151.9 | $ 165.1 | $ (65.3) | 63.7 | 218.3 | 315.3 |
Reportable Legal Entities | Parent | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
Cost of sales | 0 | 0 | 0 | ||||||||
Cost of sales—impairment, restructuring and other | 0 | 0 | |||||||||
Gross profit | 0 | 0 | 0 | ||||||||
Operating expenses: | |||||||||||
Selling, general and administrative | 0 | 0 | 0 | ||||||||
Impairment, restructuring and other | 0 | 0 | 0 | ||||||||
Other income, net | (0.9) | (0.8) | (0.5) | ||||||||
Income (loss) from operations | 0.9 | 0.8 | 0.5 | ||||||||
Equity (income) loss in subsidiaries | (121.4) | (250.4) | (348.2) | ||||||||
Other non-operating (income) loss | (20.7) | ||||||||||
Equity in (income) loss of unconsolidated affiliates | 0 | 0 | 0 | ||||||||
Costs related to refinancing | 8.8 | ||||||||||
Interest expense | 75.9 | 70.1 | 62.1 | ||||||||
Other non-operating (income) loss | (23.9) | (22) | |||||||||
Income from continuing operations before income taxes | 70.3 | 201.8 | 299.8 | ||||||||
Income tax expense (benefit) from continuing operations | 5.2 | (18) | (17.2) | ||||||||
Income (loss) from continuing operations | 65.1 | 219.8 | 317 | ||||||||
Income (loss) from discontinued operations, net of tax | 0 | 0 | 0 | ||||||||
Net income (loss) | 65.1 | 219.8 | 317 | ||||||||
Net (income) loss attributable to noncontrolling interest | 0 | 0 | 0 | ||||||||
Net income (loss) attributable to controlling interest | 65.1 | 219.8 | 317 | ||||||||
Reportable Legal Entities | Subsidiary Guarantors | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Net sales | 2,322.8 | 2,308.4 | 2,285.6 | ||||||||
Cost of sales | 1,507.1 | 1,415.8 | 1,434.7 | ||||||||
Cost of sales—impairment, restructuring and other | 14.7 | 5.9 | |||||||||
Gross profit | 801 | 892.6 | 845 | ||||||||
Operating expenses: | |||||||||||
Selling, general and administrative | 467.6 | 480.4 | 461.8 | ||||||||
Impairment, restructuring and other | 83.1 | 4.5 | (49.8) | ||||||||
Other income, net | (3.5) | (14.2) | (12.8) | ||||||||
Income (loss) from operations | 253.8 | 421.9 | 445.8 | ||||||||
Equity (income) loss in subsidiaries | 29.3 | (15.9) | (8.4) | ||||||||
Other non-operating (income) loss | 0 | ||||||||||
Equity in (income) loss of unconsolidated affiliates | (4.8) | 28.9 | (7.9) | ||||||||
Costs related to refinancing | 0 | ||||||||||
Interest expense | 51.7 | 43.8 | 43.6 | ||||||||
Other non-operating (income) loss | (10.1) | 0 | |||||||||
Income from continuing operations before income taxes | 187.7 | 365.1 | 418.5 | ||||||||
Income tax expense (benefit) from continuing operations | (22.2) | 128.8 | 146.1 | ||||||||
Income (loss) from continuing operations | 209.9 | 236.3 | 272.4 | ||||||||
Income (loss) from discontinued operations, net of tax | (64.5) | (0.7) | 66.3 | ||||||||
Net income (loss) | 145.4 | 235.6 | 338.7 | ||||||||
Net (income) loss attributable to noncontrolling interest | 0 | 0 | 0 | ||||||||
Net income (loss) attributable to controlling interest | 145.4 | 235.6 | 338.7 | ||||||||
Reportable Legal Entities | Non- Guarantors | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Net sales | 340.6 | 333.7 | 220.6 | ||||||||
Cost of sales | 271.2 | 253.7 | 165.3 | ||||||||
Cost of sales—impairment, restructuring and other | 5.8 | 0 | |||||||||
Gross profit | 63.6 | 80 | 55.3 | ||||||||
Operating expenses: | |||||||||||
Selling, general and administrative | 71.2 | 69.1 | 54.7 | ||||||||
Impairment, restructuring and other | 49.2 | 0.4 | (1.7) | ||||||||
Other income, net | (2.3) | (1.6) | (0.5) | ||||||||
Income (loss) from operations | (54.5) | 12.1 | 2.8 | ||||||||
Equity (income) loss in subsidiaries | 0 | 0 | |||||||||
Other non-operating (income) loss | (21.4) | ||||||||||
Equity in (income) loss of unconsolidated affiliates | (0.1) | 0.1 | 0.1 | ||||||||
Costs related to refinancing | 0 | ||||||||||
Interest expense | 3.8 | 4.3 | 1.6 | ||||||||
Other non-operating (income) loss | (9.3) | 13.4 | (22.4) | ||||||||
Income from continuing operations before income taxes | (48.9) | 15.7 | 23.5 | ||||||||
Income tax expense (benefit) from continuing operations | 5.1 | 5.8 | 8.7 | ||||||||
Income (loss) from continuing operations | (54) | 9.9 | 14.8 | ||||||||
Income (loss) from discontinued operations, net of tax | 0.6 | 21.2 | 2.4 | ||||||||
Net income (loss) | (53.4) | 31.1 | 17.2 | ||||||||
Net (income) loss attributable to noncontrolling interest | 0 | 0 | 0 | ||||||||
Net income (loss) attributable to controlling interest | (53.4) | 31.1 | 17.2 | ||||||||
Eliminations/ Consolidations | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
Cost of sales | 0 | 0 | 0 | ||||||||
Cost of sales—impairment, restructuring and other | 0 | 0 | |||||||||
Gross profit | 0 | 0 | 0 | ||||||||
Operating expenses: | |||||||||||
Selling, general and administrative | 1.3 | 1.4 | 1.5 | ||||||||
Impairment, restructuring and other | 0 | 0 | 0 | ||||||||
Other income, net | 0 | 0 | 0 | ||||||||
Income (loss) from operations | (1.3) | (1.4) | (1.5) | ||||||||
Equity (income) loss in subsidiaries | 92.1 | 266.3 | 356.6 | ||||||||
Other non-operating (income) loss | 42.1 | ||||||||||
Equity in (income) loss of unconsolidated affiliates | 0 | 0 | 0 | ||||||||
Costs related to refinancing | 0 | ||||||||||
Interest expense | (45) | (42.1) | (44.4) | ||||||||
Other non-operating (income) loss | 45 | 44.4 | |||||||||
Income from continuing operations before income taxes | (93.4) | (267.7) | (358.1) | ||||||||
Income tax expense (benefit) from continuing operations | 0 | 0 | 0 | ||||||||
Income (loss) from continuing operations | (93.4) | (267.7) | (358.1) | ||||||||
Income (loss) from discontinued operations, net of tax | 0 | 0 | 0 | ||||||||
Net income (loss) | (93.4) | (267.7) | (358.1) | ||||||||
Net (income) loss attributable to noncontrolling interest | 0 | (0.5) | 0.5 | ||||||||
Net income (loss) attributable to controlling interest | $ (93.4) | $ (268.2) | $ (357.6) |
FINANCIAL INFORMATION FOR SUB_5
FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTORS - Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Condensed Statement of Income Captions [Line Items] | |||||||||||
Net income (loss) | $ (146.9) | $ 82.8 | $ 149 | $ (21.2) | $ (33.4) | $ 151.9 | $ 165.2 | $ (64.9) | $ 63.7 | $ 218.8 | $ 314.8 |
Net foreign currency translation adjustment | 9 | 28.2 | (6.2) | ||||||||
Net change in derivatives | 6.2 | 6.7 | 4.3 | ||||||||
Net change in pension and other post-retirement benefits | 8 | 13.2 | (8.2) | ||||||||
Total other comprehensive income (loss) | 23.2 | 48.1 | (10.1) | ||||||||
Comprehensive income | 86.9 | 266.9 | 304.7 | ||||||||
Comprehensive (income) loss attributable to noncontrolling interest | 0 | (0.9) | 0.5 | ||||||||
Comprehensive income attributable to controlling interest | 86.9 | 266 | 305.2 | ||||||||
Reportable Legal Entities | Parent | |||||||||||
Condensed Statement of Income Captions [Line Items] | |||||||||||
Net income (loss) | 65.1 | 219.8 | 317 | ||||||||
Net foreign currency translation adjustment | 9 | 28.2 | (6.2) | ||||||||
Net change in derivatives | 6.2 | 6.7 | 4.3 | ||||||||
Net change in pension and other post-retirement benefits | 8 | 13.2 | (8.2) | ||||||||
Total other comprehensive income (loss) | 23.2 | 48.1 | (10.1) | ||||||||
Comprehensive income | 88.3 | 267.9 | 306.9 | ||||||||
Comprehensive (income) loss attributable to noncontrolling interest | 0 | 0 | 0 | ||||||||
Comprehensive income attributable to controlling interest | 88.3 | 267.9 | 306.9 | ||||||||
Reportable Legal Entities | Subsidiary Guarantors | |||||||||||
Condensed Statement of Income Captions [Line Items] | |||||||||||
Net income (loss) | 145.4 | 235.6 | 338.7 | ||||||||
Net foreign currency translation adjustment | 0 | 0 | 0 | ||||||||
Net change in derivatives | 3.5 | 2.8 | 0.3 | ||||||||
Net change in pension and other post-retirement benefits | 2.8 | 3.7 | 0.4 | ||||||||
Total other comprehensive income (loss) | 6.3 | 6.5 | 0.7 | ||||||||
Comprehensive income | 151.7 | 242.1 | 339.4 | ||||||||
Comprehensive (income) loss attributable to noncontrolling interest | 0 | 0 | 0 | ||||||||
Comprehensive income attributable to controlling interest | 151.7 | 242.1 | 339.4 | ||||||||
Reportable Legal Entities | Non- Guarantors | |||||||||||
Condensed Statement of Income Captions [Line Items] | |||||||||||
Net income (loss) | (53.4) | 31.1 | 17.2 | ||||||||
Net foreign currency translation adjustment | 9 | 28.2 | (6.2) | ||||||||
Net change in derivatives | 0 | 0 | 0 | ||||||||
Net change in pension and other post-retirement benefits | 5.2 | 9.5 | (8.6) | ||||||||
Total other comprehensive income (loss) | 14.2 | 37.7 | (14.8) | ||||||||
Comprehensive income | (39.2) | 68.8 | 2.4 | ||||||||
Comprehensive (income) loss attributable to noncontrolling interest | 0 | 0 | 0 | ||||||||
Comprehensive income attributable to controlling interest | (39.2) | 68.8 | 2.4 | ||||||||
Eliminations/ Consolidations | |||||||||||
Condensed Statement of Income Captions [Line Items] | |||||||||||
Net income (loss) | (93.4) | (267.7) | (358.1) | ||||||||
Net foreign currency translation adjustment | (9) | (28.2) | 6.2 | ||||||||
Net change in derivatives | (3.5) | (2.8) | (0.3) | ||||||||
Net change in pension and other post-retirement benefits | (8) | (13.2) | 8.2 | ||||||||
Total other comprehensive income (loss) | (20.5) | (44.2) | 14.1 | ||||||||
Comprehensive income | (113.9) | (311.9) | (344) | ||||||||
Comprehensive (income) loss attributable to noncontrolling interest | 0 | (0.9) | 0.5 | ||||||||
Comprehensive income attributable to controlling interest | $ (113.9) | $ (312.8) | $ (343.5) |
FINANCIAL INFORMATION FOR SUB_6
FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTORS - Cash Flows (Details) - USD ($) | 12 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 15, 2015 | Oct. 13, 2015 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | $ 342,500,000 | $ 363,200,000 | $ 244,000,000 | ||
INVESTING ACTIVITIES | |||||
Proceeds from sale of long-lived assets | 5,100,000 | 5,700,000 | 2,400,000 | ||
Post-closing working capital payment related to sale of International Business | (35,300,000) | 0 | 0 | ||
Proceeds from sale of business, net of cash disposed of | 0 | 180,300,000 | 0 | ||
Investments in property, plant and equipment | (68,200,000) | (69,600,000) | (58,300,000) | ||
Investments in loans receivable | (17,100,000) | (29,700,000) | (90,000,000) | ||
Proceeds from loans receivable | 14,300,000 | 0 | 0 | ||
Cash contributed to TruGreen Joint Venture | 0 | 0 | (24,200,000) | ||
Net distributions from unconsolidated affiliates | (100,000) | 57,400,000 | 194,100,000 | ||
Investments in acquired businesses, net of cash acquired | (492,900,000) | (121,700,000) | (158,400,000) | ||
Return of investments from affiliates | 0 | 0 | 0 | ||
Investing cash flows from (to) affiliates | 0 | 0 | 0 | ||
Other investing, net | 13,500,000 | 0 | 0 | ||
Net cash (used in) provided by investing activities | (580,700,000) | 22,400,000 | (134,400,000) | ||
FINANCING ACTIVITIES | |||||
Borrowings under revolving and bank lines of credit and term loans | 2,987,000,000 | 1,449,300,000 | 2,069,100,000 | ||
Repayments under revolving and bank lines of credit and term loans | (2,312,900,000) | (1,618,300,000) | (2,150,400,000) | ||
Proceeds from issuance of Senior Notes | 250,000,000 | 400,000,000 | |||
Repayment of 6.625% Senior Notes | 0 | 0 | (200,000,000) | ||
Financing and issuance fees | (6,100,000) | (4,400,000) | (11,200,000) | ||
Dividends paid | (120,000,000) | (120,300,000) | (116,600,000) | ||
Distribution paid by AeroGrow to noncontrolling interest | 0 | (8,100,000) | 0 | ||
Purchase of Common Shares | (327,700,000) | (255,200,000) | (137,400,000) | ||
Payments on sellers notes | (8,900,000) | (28,700,000) | (2,800,000) | ||
Excess tax benefits from share-based payment arrangements | 0 | 7,900,000 | 5,800,000 | ||
Cash received from exercise of stock options | 10,500,000 | 11,000,000 | 14,700,000 | ||
Acquisition of noncontrolling interests | (70,700,000) | 0 | 0 | ||
Financing cash flows from (to) affiliates | 0 | 0 | 0 | ||
Net cash (used in) provided by financing activities | 151,200,000 | (316,800,000) | (128,800,000) | ||
Effect of exchange rate changes on cash | 400,000 | 1,600,000 | (2,100,000) | ||
Net increase (decrease) in cash and cash equivalents | (86,600,000) | 70,400,000 | (21,300,000) | ||
Cash and cash equivalents at beginning of year excluding cash classified within assets held for sale | 120,500,000 | 28,600,000 | 50,800,000 | ||
Cash and cash equivalents at beginning of year classified within assets held for sale | 0 | 21,500,000 | 20,600,000 | ||
Cash and cash equivalents at beginning of year | 120,500,000 | 50,100,000 | 71,400,000 | ||
Cash and cash equivalents at end of year | 33,900,000 | 120,500,000 | 50,100,000 | ||
Reportable Legal Entities | Parent | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 6,100,000 | (48,300,000) | 18,000,000 | ||
INVESTING ACTIVITIES | |||||
Proceeds from sale of long-lived assets | 0 | 0 | 0 | ||
Post-closing working capital payment related to sale of International Business | 0 | ||||
Investments in property, plant and equipment | 0 | 0 | 0 | ||
Investments in loans receivable | 0 | 0 | 0 | ||
Proceeds from loans receivable | 0 | ||||
Cash contributed to TruGreen Joint Venture | 0 | ||||
Net distributions from unconsolidated affiliates | 0 | 0 | 0 | ||
Investments in acquired businesses, net of cash acquired | 0 | 0 | 0 | ||
Return of investments from affiliates | 1,306,900,000 | 918,600,000 | 940,900,000 | ||
Investing cash flows from (to) affiliates | (869,900,000) | (759,900,000) | (914,200,000) | ||
Other investing, net | 0 | ||||
Net cash (used in) provided by investing activities | 437,000,000 | 158,700,000 | 26,700,000 | ||
FINANCING ACTIVITIES | |||||
Borrowings under revolving and bank lines of credit and term loans | 0 | 0 | 0 | ||
Repayments under revolving and bank lines of credit and term loans | 0 | 0 | 0 | ||
Repayment of 6.625% Senior Notes | (200,000,000) | ||||
Financing and issuance fees | (5,900,000) | (3,800,000) | (11,200,000) | ||
Dividends paid | (120,000,000) | (120,300,000) | (116,600,000) | ||
Distribution paid by AeroGrow to noncontrolling interest | 0 | ||||
Purchase of Common Shares | (327,700,000) | (255,200,000) | (137,400,000) | ||
Payments on sellers notes | 0 | 0 | 0 | ||
Excess tax benefits from share-based payment arrangements | 7,900,000 | 5,800,000 | |||
Cash received from exercise of stock options | 10,500,000 | 11,000,000 | 14,700,000 | ||
Acquisition of noncontrolling interests | 0 | ||||
Financing cash flows from (to) affiliates | 0 | 0 | 0 | ||
Net cash (used in) provided by financing activities | (443,100,000) | (110,400,000) | (44,700,000) | ||
Effect of exchange rate changes on cash | 0 | 0 | 0 | ||
Net increase (decrease) in cash and cash equivalents | 0 | 0 | 0 | ||
Cash and cash equivalents at beginning of year excluding cash classified within assets held for sale | 0 | 0 | 0 | ||
Cash and cash equivalents at beginning of year classified within assets held for sale | 0 | 0 | |||
Cash and cash equivalents at beginning of year | 0 | 0 | 0 | ||
Cash and cash equivalents at end of year | 0 | 0 | 0 | ||
Return on investment | 24,400,000 | 28,800,000 | 0 | ||
Reportable Legal Entities | Subsidiary Guarantors | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 294,200,000 | 471,400,000 | 219,400,000 | ||
INVESTING ACTIVITIES | |||||
Proceeds from sale of long-lived assets | 4,700,000 | 5,600,000 | 2,400,000 | ||
Post-closing working capital payment related to sale of International Business | (35,300,000) | ||||
Proceeds from sale of business, net of cash disposed of | 178,600,000 | ||||
Investments in property, plant and equipment | (61,100,000) | (59,500,000) | (49,000,000) | ||
Investments in loans receivable | (16,600,000) | (29,700,000) | (90,000,000) | ||
Proceeds from loans receivable | 14,300,000 | ||||
Cash contributed to TruGreen Joint Venture | (24,200,000) | ||||
Net distributions from unconsolidated affiliates | 0 | 57,700,000 | 194,100,000 | ||
Investments in acquired businesses, net of cash acquired | (455,900,000) | (112,500,000) | 0 | ||
Return of investments from affiliates | 0 | 32,400,000 | 0 | ||
Investing cash flows from (to) affiliates | (90,800,000) | (208,600,000) | (29,100,000) | ||
Other investing, net | 12,700,000 | ||||
Net cash (used in) provided by investing activities | (628,000,000) | (136,000,000) | 4,200,000 | ||
FINANCING ACTIVITIES | |||||
Borrowings under revolving and bank lines of credit and term loans | 2,658,400,000 | 1,196,100,000 | 1,819,500,000 | ||
Repayments under revolving and bank lines of credit and term loans | (2,005,500,000) | (1,319,600,000) | (1,937,700,000) | ||
Proceeds from issuance of Senior Notes | 0 | ||||
Repayment of 6.625% Senior Notes | 0 | ||||
Financing and issuance fees | (200,000) | (600,000) | 0 | ||
Dividends paid | (1,306,900,000) | (918,600,000) | (916,000,000) | ||
Distribution paid by AeroGrow to noncontrolling interest | 0 | ||||
Purchase of Common Shares | 0 | 0 | 0 | ||
Payments on sellers notes | (200,000) | (15,500,000) | (2,300,000) | ||
Excess tax benefits from share-based payment arrangements | 0 | 0 | |||
Cash received from exercise of stock options | 0 | 0 | 0 | ||
Acquisition of noncontrolling interests | 0 | ||||
Financing cash flows from (to) affiliates | 951,400,000 | 759,900,000 | 808,200,000 | ||
Net cash (used in) provided by financing activities | 297,000,000 | (298,300,000) | (228,300,000) | ||
Effect of exchange rate changes on cash | 0 | 0 | 0 | ||
Net increase (decrease) in cash and cash equivalents | (36,800,000) | 37,100,000 | (4,700,000) | ||
Cash and cash equivalents at beginning of year excluding cash classified within assets held for sale | 39,800,000 | 2,700,000 | 7,400,000 | ||
Cash and cash equivalents at beginning of year classified within assets held for sale | 0 | 0 | |||
Cash and cash equivalents at beginning of year | 39,800,000 | 2,700,000 | 7,400,000 | ||
Cash and cash equivalents at end of year | 3,000,000 | 39,800,000 | 2,700,000 | ||
Return on investment | 1,800,000 | 15,000,000 | 1,500,000 | ||
Reportable Legal Entities | Non- Guarantors | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 68,400,000 | (16,100,000) | 10,200,000 | ||
INVESTING ACTIVITIES | |||||
Proceeds from sale of long-lived assets | 400,000 | 100,000 | 0 | ||
Post-closing working capital payment related to sale of International Business | 0 | ||||
Proceeds from sale of business, net of cash disposed of | 1,700,000 | ||||
Investments in property, plant and equipment | (7,100,000) | (10,100,000) | (9,300,000) | ||
Investments in loans receivable | (500,000) | 0 | 0 | ||
Proceeds from loans receivable | 0 | ||||
Cash contributed to TruGreen Joint Venture | 0 | ||||
Net distributions from unconsolidated affiliates | (100,000) | (300,000) | 0 | ||
Investments in acquired businesses, net of cash acquired | (37,000,000) | (9,200,000) | (158,400,000) | ||
Return of investments from affiliates | 0 | 0 | 0 | ||
Investing cash flows from (to) affiliates | (81,500,000) | 0 | 0 | ||
Other investing, net | 800,000 | ||||
Net cash (used in) provided by investing activities | (125,000,000) | (17,800,000) | (167,700,000) | ||
FINANCING ACTIVITIES | |||||
Borrowings under revolving and bank lines of credit and term loans | 328,600,000 | 253,200,000 | 249,600,000 | ||
Repayments under revolving and bank lines of credit and term loans | (307,400,000) | (298,700,000) | (212,700,000) | ||
Proceeds from issuance of Senior Notes | 0 | 0 | |||
Repayment of 6.625% Senior Notes | 0 | ||||
Financing and issuance fees | 0 | 0 | 0 | ||
Dividends paid | (26,200,000) | (43,800,000) | (26,500,000) | ||
Distribution paid by AeroGrow to noncontrolling interest | (40,500,000) | ||||
Purchase of Common Shares | 0 | 0 | 0 | ||
Payments on sellers notes | (8,700,000) | (13,200,000) | (500,000) | ||
Excess tax benefits from share-based payment arrangements | 0 | 0 | |||
Cash received from exercise of stock options | 0 | 0 | 0 | ||
Acquisition of noncontrolling interests | (70,700,000) | ||||
Financing cash flows from (to) affiliates | 90,800,000 | 208,600,000 | 133,100,000 | ||
Net cash (used in) provided by financing activities | 6,400,000 | 65,600,000 | 143,000,000 | ||
Effect of exchange rate changes on cash | 400,000 | 1,600,000 | (2,100,000) | ||
Net increase (decrease) in cash and cash equivalents | (49,800,000) | 33,300,000 | (16,600,000) | ||
Cash and cash equivalents at beginning of year excluding cash classified within assets held for sale | 80,700,000 | 25,900,000 | 43,400,000 | ||
Cash and cash equivalents at beginning of year classified within assets held for sale | 21,500,000 | 20,600,000 | |||
Cash and cash equivalents at beginning of year | 80,700,000 | 47,400,000 | 64,000,000 | ||
Cash and cash equivalents at end of year | 30,900,000 | 80,700,000 | 47,400,000 | ||
Eliminations/ Consolidations | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (26,200,000) | (43,800,000) | (3,600,000) | ||
INVESTING ACTIVITIES | |||||
Proceeds from sale of long-lived assets | 0 | 0 | 0 | ||
Post-closing working capital payment related to sale of International Business | 0 | ||||
Proceeds from sale of business, net of cash disposed of | 0 | ||||
Investments in property, plant and equipment | 0 | 0 | 0 | ||
Investments in loans receivable | 0 | 0 | 0 | ||
Proceeds from loans receivable | 0 | ||||
Cash contributed to TruGreen Joint Venture | 0 | ||||
Net distributions from unconsolidated affiliates | 0 | 0 | 0 | ||
Investments in acquired businesses, net of cash acquired | 0 | 0 | 0 | ||
Return of investments from affiliates | (1,306,900,000) | (951,000,000) | (940,900,000) | ||
Investing cash flows from (to) affiliates | 1,042,200,000 | 968,500,000 | 943,300,000 | ||
Other investing, net | 0 | ||||
Net cash (used in) provided by investing activities | (264,700,000) | 17,500,000 | 2,400,000 | ||
FINANCING ACTIVITIES | |||||
Borrowings under revolving and bank lines of credit and term loans | 0 | 0 | 0 | ||
Repayments under revolving and bank lines of credit and term loans | 0 | 0 | 0 | ||
Proceeds from issuance of Senior Notes | 0 | ||||
Repayment of 6.625% Senior Notes | 0 | ||||
Financing and issuance fees | 0 | 0 | 0 | ||
Dividends paid | 1,333,100,000 | 962,400,000 | 942,500,000 | ||
Distribution paid by AeroGrow to noncontrolling interest | 32,400,000 | ||||
Purchase of Common Shares | 0 | 0 | 0 | ||
Payments on sellers notes | 0 | 0 | 0 | ||
Excess tax benefits from share-based payment arrangements | 0 | 0 | |||
Cash received from exercise of stock options | 0 | 0 | 0 | ||
Acquisition of noncontrolling interests | 0 | ||||
Financing cash flows from (to) affiliates | (1,042,200,000) | (968,500,000) | (941,300,000) | ||
Net cash (used in) provided by financing activities | 290,900,000 | 26,300,000 | 1,200,000 | ||
Effect of exchange rate changes on cash | 0 | 0 | 0 | ||
Net increase (decrease) in cash and cash equivalents | 0 | 0 | 0 | ||
Cash and cash equivalents at beginning of year excluding cash classified within assets held for sale | 0 | 0 | 0 | ||
Cash and cash equivalents at beginning of year classified within assets held for sale | 0 | 0 | |||
Cash and cash equivalents at beginning of year | 0 | 0 | 0 | ||
Cash and cash equivalents at end of year | 0 | 0 | 0 | ||
Senior Notes – 5.250% | |||||
FINANCING ACTIVITIES | |||||
Proceeds from issuance of Senior Notes | $ 0 | 250,000,000 | $ 0 | ||
Senior Notes – 5.250% | Reportable Legal Entities | Parent | |||||
FINANCING ACTIVITIES | |||||
Proceeds from issuance of Senior Notes | $ 250,000,000 | ||||
Senior Notes – 5.250% | Senior Notes | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Interest rate | 5.25% | 5.25% | |||
Senior Notes – 6.625% | Senior Notes | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Interest rate | 6.625% | 6.625% | |||
Senior Notes – 6.000% | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Interest rate | 6.00% | ||||
FINANCING ACTIVITIES | |||||
Proceeds from issuance of Senior Notes | $ 0 | $ 0 | $ 400,000,000 | ||
Senior Notes – 6.000% | Reportable Legal Entities | Parent | |||||
FINANCING ACTIVITIES | |||||
Proceeds from issuance of Senior Notes | $ 400,000,000 | ||||
Senior Notes – 6.000% | Senior Notes | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Interest rate | 6.00% | 6.00% |
FINANCIAL INFORMATION FOR SUB_7
FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTORS - Balance Sheet (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Current assets: | ||||
Cash and cash equivalents | $ 33.9 | $ 120.5 | $ 28.6 | $ 50.8 |
Accounts receivable, net | 226 | 197.7 | ||
Accounts receivable pledged | 84.5 | 88.9 | ||
Inventories | 481.4 | 407.5 | ||
Prepaid and other current assets | 59.9 | 67.1 | ||
Total current assets | 885.7 | 881.7 | ||
Investment in unconsolidated affiliates | 36.1 | 31.1 | ||
Property, plant and equipment, net | 530.8 | 467.7 | ||
Goodwill | 543 | 441.6 | 371.9 | |
Intangible assets, net | 857.3 | 748.9 | ||
Other assets | 201.6 | 176 | ||
Equity investment in subsidiaries | 0 | 0 | ||
Intercompany assets | 0 | 0 | ||
Total assets | 3,054.5 | 2,747 | ||
Current liabilities: | ||||
Current portion of debt | 132.6 | 143.1 | ||
Accounts payable | 150.5 | 153.1 | ||
Other current liabilities | 329.6 | 248.3 | ||
Total current liabilities | 612.7 | 544.5 | ||
Long-term debt | 1,883.8 | 1,258 | ||
Distributions in excess of investment in unconsolidated affiliate | 21.9 | 21.9 | ||
Other liabilities | 176.5 | 260.9 | ||
Equity investment in subsidiaries | 0 | 0 | ||
Intercompany liabilities | 0 | |||
Total liabilities | 2,694.9 | 2,085.3 | ||
Total equity—controlling interest | 354.6 | 648.8 | ||
Noncontrolling interest | 5 | 12.9 | ||
Total equity | 359.6 | 661.7 | 734.3 | 633.1 |
Total liabilities and equity | 3,054.5 | 2,747 | ||
Reportable Legal Entities | Parent | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net | 0 | 0 | ||
Accounts receivable pledged | 0 | 0 | ||
Inventories | 0 | 0 | ||
Prepaid and other current assets | 2.2 | 1.3 | ||
Total current assets | 2.2 | 1.3 | ||
Investment in unconsolidated affiliates | 0 | 0 | ||
Property, plant and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Other assets | 11.4 | 8.1 | ||
Equity investment in subsidiaries | 860 | 1,112.8 | ||
Intercompany assets | 1,422.8 | 759.7 | ||
Total assets | 2,296.4 | 1,881.9 | ||
Current liabilities: | ||||
Current portion of debt | 40 | 15 | ||
Accounts payable | 0 | 0 | ||
Other current liabilities | 17.8 | 17.1 | ||
Total current liabilities | 57.8 | 32.1 | ||
Long-term debt | 1,883 | 1,200.7 | ||
Distributions in excess of investment in unconsolidated affiliate | 0 | |||
Other liabilities | 1 | 0.3 | ||
Equity investment in subsidiaries | 0 | 0 | ||
Intercompany liabilities | 0 | 0 | ||
Total liabilities | 1,941.8 | 1,233.1 | ||
Total equity—controlling interest | 354.6 | 648.8 | ||
Noncontrolling interest | 0 | 0 | ||
Total equity | 354.6 | 648.8 | ||
Total liabilities and equity | 2,296.4 | 1,881.9 | ||
Reportable Legal Entities | Subsidiary Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 3 | 39.8 | 2.7 | 7.4 |
Accounts receivable, net | 172.5 | 137.6 | ||
Accounts receivable pledged | 84.5 | 88.9 | ||
Inventories | 394.5 | 314 | ||
Prepaid and other current assets | 44.6 | 43.6 | ||
Total current assets | 699.1 | 623.9 | ||
Investment in unconsolidated affiliates | 35.2 | 30.4 | ||
Property, plant and equipment, net | 464.7 | 406.4 | ||
Goodwill | 420.6 | 320.7 | ||
Intangible assets, net | 752.3 | 606.3 | ||
Other assets | 164.8 | 158.3 | ||
Equity investment in subsidiaries | 0 | 0 | ||
Intercompany assets | 0 | 0 | ||
Total assets | 2,536.7 | 2,146 | ||
Current liabilities: | ||||
Current portion of debt | 118.4 | 97.8 | ||
Accounts payable | 119 | 124.9 | ||
Other current liabilities | 278.3 | 191.5 | ||
Total current liabilities | 515.7 | 414.2 | ||
Long-term debt | 1,140.9 | 508.6 | ||
Distributions in excess of investment in unconsolidated affiliate | 21.9 | 21.9 | ||
Other liabilities | 143.6 | 197.4 | ||
Equity investment in subsidiaries | 1.5 | 91.7 | ||
Intercompany liabilities | 125 | 38.3 | ||
Total liabilities | 1,948.6 | 1,272.1 | ||
Total equity—controlling interest | 588.1 | 873.9 | ||
Noncontrolling interest | 0 | 0 | ||
Total equity | 588.1 | 873.9 | ||
Total liabilities and equity | 2,536.7 | 2,146 | ||
Reportable Legal Entities | Non- Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 30.9 | 80.7 | 25.9 | 43.4 |
Accounts receivable, net | 53.5 | 60.1 | ||
Accounts receivable pledged | 0 | 0 | ||
Inventories | 86.9 | 93.5 | ||
Prepaid and other current assets | 13.1 | 22.2 | ||
Total current assets | 184.4 | 256.5 | ||
Investment in unconsolidated affiliates | 0.9 | 0.7 | ||
Property, plant and equipment, net | 66.1 | 61.3 | ||
Goodwill | 110.8 | 109.3 | ||
Intangible assets, net | 97.5 | 133.8 | ||
Other assets | 25.4 | 9.6 | ||
Equity investment in subsidiaries | 0 | 0 | ||
Intercompany assets | 6.5 | 0 | ||
Total assets | 491.6 | 571.2 | ||
Current liabilities: | ||||
Current portion of debt | 14.2 | 45.3 | ||
Accounts payable | 31.5 | 28.2 | ||
Other current liabilities | 33.5 | 39.7 | ||
Total current liabilities | 79.2 | 113.2 | ||
Long-term debt | 102.1 | 108 | ||
Distributions in excess of investment in unconsolidated affiliate | 0 | |||
Other liabilities | 26.9 | 58.2 | ||
Equity investment in subsidiaries | 0 | 0 | ||
Intercompany liabilities | 0 | 131.6 | ||
Total liabilities | 208.2 | 411 | ||
Total equity—controlling interest | 283.4 | 160.2 | ||
Noncontrolling interest | 0 | 0 | ||
Total equity | 283.4 | 160.2 | ||
Total liabilities and equity | 491.6 | 571.2 | ||
Eliminations/ Consolidations | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Accounts receivable, net | 0 | 0 | ||
Accounts receivable pledged | 0 | 0 | ||
Inventories | 0 | 0 | ||
Prepaid and other current assets | 0 | 0 | ||
Total current assets | 0 | 0 | ||
Investment in unconsolidated affiliates | 0 | 0 | ||
Property, plant and equipment, net | 0 | 0 | ||
Goodwill | 11.6 | 11.6 | ||
Intangible assets, net | 7.5 | 8.8 | ||
Other assets | 0 | |||
Equity investment in subsidiaries | (860) | (1,112.8) | ||
Intercompany assets | (1,429.3) | (759.7) | ||
Total assets | (2,270.2) | (1,852.1) | ||
Current liabilities: | ||||
Current portion of debt | (40) | (15) | ||
Accounts payable | 0 | 0 | ||
Other current liabilities | 0 | 0 | ||
Total current liabilities | (40) | (15) | ||
Long-term debt | (1,242.2) | (559.3) | ||
Distributions in excess of investment in unconsolidated affiliate | 0 | |||
Other liabilities | 5 | 5 | ||
Equity investment in subsidiaries | (1.5) | (91.7) | ||
Intercompany liabilities | (125) | (169.9) | ||
Total liabilities | (1,403.7) | (830.9) | ||
Total equity—controlling interest | (871.5) | (1,034.1) | ||
Noncontrolling interest | 5 | 12.9 | ||
Total equity | (866.5) | (1,021.2) | ||
Total liabilities and equity | $ (2,270.2) | $ (1,852.1) |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Additions Charged to Expense | $ 3.2 | $ 0.5 | ||
Allowance for doubtful accounts | ||||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Period | 3.1 | 3.1 | $ 4.8 | $ 5.1 |
Reserves Acquired | 0 | 0 | 0 | |
Additions Charged to Expense | 0.8 | 1 | 0.1 | |
Deductions Credited and Write-Offs | (0.3) | (2.7) | (0.4) | |
Balance at End of Period | 3.6 | 3.1 | 4.8 | |
Income tax valuation allowance | ||||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Period | $ 29.7 | 29.7 | 4.1 | 4.3 |
Reserves Acquired | 0 | 0 | 0 | |
Additions Charged to Expense | 12.3 | 25.6 | 0.3 | |
Deductions Credited and Write-Offs | (8.4) | (0.5) | ||
Balance at End of Period | $ 33.6 | $ 29.7 | $ 4.1 |