Good day, and welcome to the Second Quarter Earnings Conference call. Today’s conference is being recorded. At this time, I’d like to turn the conference over to Jim King. Please go ahead.

Thanks, Shelly. Good morning everyone and welcome to the Scotts Miracle-Gro second quarter conference call. With me today in Marysville, is Jim Hagedorn, our Chairman and CEO; Randy Coleman, our Chief Financial Officer; Mike Lukemire, our Chief Operating Officer and several other members of the management team. Jim will provide an overview of the current state of the business and then Randy will walk through the financials and the implications of today’s results and our full-year outlook. I want to make sure you understand the context of their remarks before we begin. Jim’s comments will focus on consumer purchases of our products on a true year-to-date basis through this past weekend. Randy’s comments will focus on our second quarter and first half financial results for the period ended March 28. After their prepared remarks we will open your call to questions. In the interest of time, we ask that you limit your question to one and then to one follow-up. And if there are any questions that we don’t address, we’re glad to handle those with you offline. One bit of housekeeping before we begin, Randy and I will be presenting on Thursday, March 21 at the BMO Farm to Market Conference in New York. We’ll issue a press release the next week with the details, but I want to make sure you’re aware of the event which will be posted via webcast on our Investor Relations website. Moving on today’s business, I want to remind everyone that our comments will contain forward-looking statements, as such actual results could differ materially. Due to that risk, Scotts Miracle-Gro encourages investors to review the risk factors outlined in our Form 10-K, which is filed with the Securities and Exchange Commission or our most recent 10-Q. With that, let me turn the call over to Jim Hagedorn to get it started.

Dude, I knew you would screw it up. Thanks, Jim. Good morning, everyone. Historically in our business the second quarter is the most difficult to analyze. And that maybe truer this year than in any I can remember for a long time. So let’s just cut to the chase. We feel really good about the state of the business right now. And when I say right now, I’m talking on a real-time basis with real-time year-to-date results. As you saw on the press release, consumer purchases on a fiscal year-to-date basis are up 5% coming out of this past weekend. In most categories, POS is either in-line with last year or positive. In some cases for example, mulch, Ortho and Roundup, we’re seeing high single-digit to low double-digit increases in consumer purchase activity. We’re also seeing strong market share performance especially in Ortho which I’ll spend more time explaining in a few minutes. Also whether Bonus S or Nature's Care or Scotts Outdoor Cleaner with OxiClean our new product initiatives are meeting or exceeding expectations, but the most encouraging thing about our current level of POS is that lawn and garden activity in the Northeast is still weeks behind schedule. Dandelions are just now starting to pop, and most consumers who probably still wait another week or two before putting in flowers and veggies into the ground. Entering April, year-to-date POS in the Northeast was down almost 18%. After last weekend, the region is nearly flat. And we expect to start reporting positive year-to-date POS in the Northeast by the end of the week. In the Midwest, POS is up 15%. It’s up 3% in the south, 3% in the Southwest and 7% in the west. Those are year-to-date numbers including last fall. If you just focus on the results…

Thank you, Jim and good morning everyone. Today marks a year to the day since I communicated to all of you for the first time as CFO. I told you last May that I felt good about the business and our plans to drive shareholder value. And I’m glad to say that my confidence in the business has only increased since then. I’m going to run through the numbers but before I do, I wanted to make sure I’m clear. When Jim was talking about performance from a consumer POS perspective, he was citing real-time information that includes results from this past weekend. I’m not doing that in my remarks. Unless otherwise stated my remarks are going to be confined to the reporting period, either Q2 which ended March 28 or the first half. Before I do, I want to make one comment. As a habit, we typically do not speak to the first call numbers, but I will this time. If March had come together as we originally planned, the consensus numbers would have been fine. But as Jim said, and as I want to reemphasize for anyone joining late, the fact that we missed the Q2 EPS consensus by $0.20 was largely because of timing and it does not impact our full-year outlook. In a nutshell, the math under those $0.20 is this, $0.10 from volume shortfall due to shipping delays, as Jim said, that’s now behind us. $0.05 from mark-to-market adjustments in Q1, as we explained last quarter, that will also be behind us at the end of Q3. And the remaining $0.05 is from FX, that number unfortunately won’t go away but we believe strength in the U.S. will cover that issue for the full year. So, let’s jump into the results and then we’ll take…

[Operator Instructions]. We’ll take our first question from Olivia Tong with Bank of America Merrill Lynch.

Great. Thanks. Good morning. First I want to just try to understand a little bit of the bridge to get back to your full-year outlook. You said $0.10 of the $0.20 is already back. You expect U.S. to accelerate and commodities are better, but are you expecting U.S. to accelerate, or are communities better in Q4 than you had previously anticipated, or are you just pacing to a lower end of the range relative to where you thought before? Thanks.

Hi Olivia, this is Randy. So, within the range of $3.40 to $3.60, we can still believe we’ll be, call it in the middle range of that area. Related to commodities, we are seeing some benefit in certain areas like you’d expect, urea, a little bit of resin but we’re also seeing some headwinds in areas more so related to our growing media business. And commodities typically want to recognize like bark finds, peat, even pallets are up a little bit. So we’ll see a little bit more benefit on gross margin from commodities on a net-net basis but not as much as you might think just thinking about the rest of the fiscal 2015.

And is that a function of your hedges or, and we'll see it in fiscal ‘16, or it's just some are up, some are down?

Thinking about diesel and gasoline, we are hedged so we’re 70% hedged on fuel into the year. So when we’re seeing the price of oil drop in half, we haven’t seen it really or hardly any benefit of that year-to-date. In fact it’s been negative because of the mark-to-market impact. We will see a little bit of benefit in Q4 but again it’s been much muted because of the hedges we have in place. Looking ahead to 2016, we’re about 40% hedged on fuel for next year and we’ll expect to be about two thirds hedged by the time we’re at the end of the year. So, looking at commodities more broadly, we do expect to be more favorable in ‘16 than ‘15, but again there are some headwinds that probably not as obvious to investment community and areas like growing media.

But I’d like to just add and we’re not coming off our numbers. So we’re not, there is no like secret warning and that we’re like nervous within the range. And so I think what Randy said is right. I do think that all unhedged commodities are positive for us and that will be positive. But the biggest thing at Scotts we got going for right now is sales and consumer takeaway. So, the season is pretty much going crazy in the Northeast and that’s a happy thing for us. So, it’s just a matter of I think that’s the biggest single factor we got right now is probably little positiveness on sort of our unhedged commodities and depends where sales go. But the comps are not particularly difficult. So I think we’re feeling pretty good.

Got it. And then on the acquisitions, can you actually give us the sales contribution from acquisitions in dollars this quarter, and then also you mentioned in the press release additional benefit to sales, but any additional benefit to EPS from some of the more recent acquisitions since the close of the December quarter? Thanks.

So, on acquisitions for the quarter, from the top-line perspective it added a couple of points a little bit more than at a year-to-date basis. And again with the closing of General Hydroponics and Vermicrop deals on March 30 should be a little bit better. So, our original guidance on top-line benefit from acquisitions was about 3% and it should be a little bit better than that now with the recent deals we’ve done.

But I’d add Olivia that we also had sort of higher deal costs than we had originally budgeted. So that’s going to eat up a little bit of positives that we would have, which we didn’t budget but we would have seen. So, it’s kind of good news for next year and I think it probably says something about some of the deals we’re doing with smaller companies is that we’re probably doing more sort of remedial kind of work trying to get stuff up to a standard that we find acceptable. And I think we’ve been talking about that internally as we sort of budget deal costs. But those deal costs hit the P&L in the year. So, I think we’re balanced from where we said probably not seeing sort of more upside because of deal costs. And I think that we’ll probably try to remember that as we go forward.

Olivia, the other thing to keep in mind on the top-line as well, we’re seeing a lot of growth from acquisitions. FX is building some of that to in tune of 2% to 3% for the year.

Understood. Thanks very much. Appreciate the help.

Thank you.

Yes.

We’ll take our next question from Josh Borstein with Longbow Research.

Hi, good morning, everyone. Thanks for taking my questions here. You had mentioned that the mass retail channel rebounded. What would you think accounts for that? Is it the value-oriented consumer coming back to the category due to better macros, or is it more the result of your engagement with your retail partners to promote the category better?

I mean, well, I would say all of the above. I think and on top of that I would say the retailers are getting back in the business. And that’s a big deal is that, I think we’re ready. I think our programs are I think right for the accounts. I think Mike and his team, are working very closely with the mass accounts in a positive way. But I think a lot of it is the retailers recognize that lawn and garden is important and they want to succeed there. And they’re doing sort of the kind of stuff that you do is very rational. So, I think it’s both what you said plus the retailers, I think themselves are doing a pretty good job. Mike, would you add anything to that?

Yes, I think they’re just committed to stay into the season and putting them into original stores. So, I think that’s a big change for them.

Great. And just one follow-up related to that based on your assessment of retail shelf space. How does it compare to last year, and where does that lead you to believe your market share might shake out here in 2015? Thanks.

I think in DIY, in math, in the big box, DIY call it hardware. I think that you’re seeing probably similar kind of shelf space I know we’re taking share because we have the data. So I know we’re taking share and so that feels like a pretty good story for us. Go ahead Mike.

Our share of shelf is up about 5% across all retailers. And we’re seeing that show up in POS and market share.

I would say in mass, a little differently. I think you’re seeing more shelf space in the departments dedicated to lawn and gardens. So I think that’s a positive for us too because I think we’re getting at least our fair share of that.

Great. Thanks for the color.

You bet.

We’ll take our next question from Bill Chappell with SunTrust.

Hi Bill.

Good morning. Just as you look at the POS year-to-day and you've touched on it a little bit, but 5% at this stage is probably the best thing we've had in years. So is it market share? Is it retailers? Is the category really coming back, and if that's the case, what do you attribute that to? Are you seeing just a better consumer reception to the category, or is it just pocketbooks are back open again? I mean, if you can maybe characterize?

I think look, you guys probably are way smarter than we are. I would say it’s all of the above. I think that the results from my point of view for the Northeast to be like as bad as it was, just really a few weeks ago where the season was, it looked like winter a couple of weeks ago in the Northeast. And Boston is still, I mean, there is a lot of places, where there is no leaves in the trees yet, that’s really just starting to happen in the Northeast at least in New York. So, if you look at those numbers and the numbers get even better if you look January 1 till now and say let’s just focus on this seasonal year, what it says is the rest of the countries had a really good year. And I think it’s just good weather, I think the consumer is a little bit healthier, I think the retailer programs have been powerful. I think our execution teams have worked well, we’ve got, I think the retailers particularly the DIY folks have had like a couple of really good Black Friday events already. So, I think just a lot of good things happening. And then if you say the Northeast has been within that is now today flat called, we had a great weekend last weekend. And weather looks warm and dry this coming weekend. It’s just, Bill I don’t know, I would say that things are coming together but it’s healthy and it’s I’m not sure we can totally explain and accept, I think it basically says that America seems to be doing a little better. I don’t think it’s great, because I could look at places like Florida and say I think we continue to see, remember we do a lot of the opening price point products as well. I think you see continue to be people who aren’t maybe losing their jobs and worried about losing their homes. But they continue to be value-driven. And I think if you look at the Midwest where you see plus 15% that’s, there is a market where I would say the Midwest is a couple of weeks ahead of like the Northeast. And so, the Midwest up plus 15% on POS, that is a fabulous number. I think it’s just - America is a little bit healthier and the programs and weather have been, I mean there has been a great spring here so far.

The other thing I would add is, I think it’s encouraging when you look at both ends of the spectrum because our mass consumer is doing better which we think is tied back to consumer confidence and prices at the pump. And they have more disposal wind comp. But when you look at the other end, with the service consumer, our customer count has never been this high going into middle of the spring. And I think that’s really encouraging too. So, both ends we’re seeing a lot of positives and then our core consumer at the home center is continuing to perform as we expected, so, so far so good on May 5.

No, that's great. And obviously no complaints, I mean, just follow up to that, any - I know it's early on Europe and it's smaller, but I mean, do you expect a little bit tougher comparisons over there. Do you expect a good or at least a decent season, the currency adjusted for this year?

Yes, we knew there are European business who can have really difficult comps because we had fantastic weather last year in the U.K. and France. But they’re right on track with their plans right now. And really that’s why there is really nothing that we’ve spoken to in the scripts about Europe are things on track and we’re in good shape.

Okay. Go ahead.

Hold on, I would say that’s a business now that’s being led from an executive team here in Marysville, is part of how we’ve restructured that. And I would say we have great leadership in the countries and the team here in Marysville that’s working, and it’s a very experienced kind of European executive team that have been in Ohio for a while. And I think they have some really good plans going forward. So, I don’t think - the problem is, I think with Europe is, you don’t see this major sort of efficiency of the amount of how powerful we are in the United States where if you get really good weather for a few weekends, you get this giant like crusher business. It’s weird in Europe, you get good weather and it’s a little bit better. But so, I don’t know that there is massive sort of upside to it but I think the business is performing well. And I’m really confident in the leadership team. And I think as we guys interact with you all more in person, I think you’ll be impressed as well with the team that’s operating the business.

That helps. And just last one from me, just wanted to make sure I understand on the guidance of kind of 4% top line and flat gross margin for the full year, does that include the most recent Hydroponics acquisition, or how does that affect it?

Yes, it does include the General Hydroponics and Vermicrop acquisition, which should add about $25 million of sales for the back half of the year. On a full year 12-month basis, it would be around $50 million.

Perfect. Thanks so much.

We’ll take our next question from Jon Anderson with William Blair.

Good morning, everybody.

Hi.

What should we make of, I guess, the West Coast being up 7% this spring, given despite the drought, I guess, and noise around the drought? Is this just a matter of being too early to affect the business, or Jim, given your commentary, do you think this is an opportunity to really work through it through some new solutions that you bring to market over time?

Look, I think the business tends to actually do better when the weather is a little try within reason, which I think is part of what we’re seeing in the Northeast is, it’s been really dry from a rain point of view. I’ve been in Santa Rosa and Sacramento quite a bit this year. First, I think if you look at sort of just, and I would say Sacramento was probably at the center of sort of the drought universe. But a lot of their, like December weather was pretty wet. And so, a lot of the, sort of, if you just go to an environment and you look around, it’s pretty green there and it has been, not as brown as it was last year. So, I think positive, the weather has been good. I think our competitive programs against other people who play in this space has been really good. And our in-store people I think are doing a fabulous job there. So, I think it’s good weather, dry is probably good for us within reason. Remember, lawns represent if we don’t have the numbers right, we’ll correct it. But lawns are only about 15% of our California business. So it’s not a huge part of our business, growing media is the biggest business we have out there and that business is doing really well. So, I think we’re a little less vulnerable. The interaction with the state I thought was very positive with sort of the droughts are and the Governor. And the products we have coming on, I think they were pretty happy with. And so, I think if we, we’re not kind of hobos in the space of operating in drought even when it’s severe. Texas had a pretty severe drought going back a few years ago as did Australia. Both of which we know how to do and this technology we’re talking about is a business, or is a, I think a very accepted professional technique on when it comes to turf management of active ingredients you can apply that allow up to 40% less water to be used for, to have the same kind of lawn. So, I think that the state was really happy with that. Hopefully they’ll give us our registration quickly and we’ll get it out there. But I think overall, it’s just been a really nice season. And I think you’re probably right to say that a lot of the restrictions which are I think happening like maybe this week, are kind of beyond the peak of our season. So I think that was probably helpful for us.

Okay. The other question I had is on the allocation of capital. You talked about the fact that you are kind weighing M&A versus returning cash. I guess a little over a year ago, it was more oriented towards returning cash to shareholders over the last 12 months and clearly skewed more towards acquisitions. Can you talk a little bit more about your decision-making process, what's driven that shift, what specifically you are seeing in the market in terms of wanting to establish a footprint or protect existing territory?

Well, I mean, I think start with, as Hagedorn and as the family that’s the largest shareholder in the company. If we don’t have something better to use the money for, the money belongs to shareholders. And so, we’ve come out of a period what that I thought actually was pretty difficult where we’ve really got our business processes down, it didn’t seem like there were sort of a lot of fair priced opportunities. And then the sort of absence of something better to do with the money, we made the decision to send it home. And I think that was the right decision. And I think it’s really worthwhile for us. I do think we’re sort of at a time where for some reason and maybe it’s serendipity, I wouldn’t even say it’s that positive, I know I’m not saying it’s negative either. But I think that whatever is occurring there does seem to be opportunities presented to us that I think says you have choices now. And so, this idea of there is nothing better to use the money for, so send it home, it belongs to the shareholders. Now it is a little more competitive saying that there actually are opportunities to grow the business within lawn and garden. I must say things that we say I think are fairly priced. So this is, we just had a board meeting last week. I’ve spent quite a bit of time with my older sister Susan I assume she’s on the call. And I think there is generally relief at the board level and relief at the family level that at least there is opportunities for growth and that that ought to be something then there is a sort of definite and sort of rigid intellectual discussion amongst the board and the management team and some of our larger shareholders. And that’s, it says remember my family are insiders. How do we feel about that and what are the opportunities, and it’s a good place for us to be. It’s better than the alternative where others just we don’t see the opportunities and better to send the money home. So, I think we’re actually being pretty careful about it and selective. And it’s, I would say it’s a good time to be in lawn and garden, that’s what I would say.

Thanks. I'll pass it on.

[Operator Instructions]. And we’ll take our next question from Eric Bosshard with Cleveland Research.

Good morning.

Good morning.

Two questions for you. First of all, the sales story sounds very positive. You've made a couple acquisitions, yet you are affirming the full-year sales guide. And I'm curious if there's something moving against you within the business that's limiting upside to sales, and otherwise what feels like it should be a better than what you thought coming into the year sales performance. What are your thoughts there?

Eric, the real downside we’re seeing in the sales line is really just FX. So, operationally everything is very much on track. We’re feeling very confident. But FX will be at least 2%, it could be even a little bit more than that, the drag on our full-year of sales growth. So that’s really what is dragging it down. And we expect some of that during the year but it’s, the FX currency changes have been more than what we planned. And that’s really the one that’s.

I’d throw in there Eric, we’re happy with sort of where we crept into, with the quality of our growing media products. I think we’ve been pretty open about that. And we’re putting quite a bit more peat and composite bark depending on where we live in the country wise. That’s going to cost us money. And I think as we said fuel costs that were in the GH deal, probably higher than we thought as well. And that probably is a lesson just as we sort of to acquire possibly like small family businesses. Now as we look at a lot of the stuff that we just, it just means more work not less. And so, I think these are some of the things that I would say are little bit headwinds, but I think we’ve got quite a bit of tailwinds as well. And at the end of the day, all we’re trying to say is where we started the year with you guys, we’re sticking. The sales side, I would say everything is sales right now. So that’s my thoughts. I think that FX, so the cost of our inputs on growing media which is a quality issue and deal expenses on GH little higher than budget, sort of eating in a little bit into sort of upside.

And I appreciate it from an EPS standpoint, but from a sales perspective, I guess it's just the two points of FX. It feels like all the good things that are going on in April and then in May and engagement in retailers, it feels like there would be upside on the sales line. Are you being conservative? Is there something that I'm not thinking about, or is this just what it adds up to?

I’ll take that because I think if Luke had his way, he would probably push it up, and I think if Randy had his way, he’d probably stick hard. And I would say for this call, Randy won. And we’ll wait to see if Mike and his sort of execution team can outperform. Remember I said the comps are pretty easy like real easy. So, it sort of depends on the next, I’m going to say four weeks or so. But it’s pretty much all sales at this point.

Okay. And then the second question, strategically I appreciate your transparency of seeing attractive acquisition opportunities in kind of the newer business you’re growing. My question is that kind of, when the smoke clears a year or two from now as you build out this Hawthorne business, what is the growth and profitability profile of that business look like, and how does it compare to the quarter?

Well, I would say both higher. So, I mean, I think this is the historical performance is higher growth rate than our core and higher margin. We believe that we can at least help the growth rate be higher. And I think we’d like to not screw the margin up. So, I think that’s, I think if we looked at kind of what we’d hope it to be in a few years, I think that that’s kind of coming together with us. We have reserved money for continued consolidation in that space. And it’s our plan to do that. But right now we’re pretty solid in the integration of GH and that’s what we’re working on right now. But I think we intend to continue and consolidating hydro.

Okay. Thank you.

Yes.

We’ll take our next question from Jim Barrett with CL King & Associates.

Good morning, everyone.

Hi Jim.

Randy, I think this may be a question for you. You mentioned you envision the Company leveraging up in the near term. Could you discuss what would be the maximum leverage you would be comfortable with, and then on a related point, can you talk about your capital spending outlook for the next year or two?

Sure. So, over the last couple of years we’ve said we like to stay in the range of 2 to 2.5 times leverage. When we spoke at the Analyst Day in Boca Raton a few months ago, we said, given the operational soundness of our business and the predictability, we’re comfortable going to 2 to 3 times on call it every day basis, normal run rate. We also said depending on the deal, if it’s the right strategic fit at the right price, we’d be willing to go well above that on a temporary basis knowing that over time we’d want to be back to that 2 to 3 times range. So, in conversations with our banks, we feel like if we need to, there is more money out there at a good price right now so that’s not a concern. And we even just have enough capacity given our existing capital structure with our credit facility that we could borrow quite a bit more money without even having to go back to the credit markets or banks. So that’s not necessarily concerned but again we prefer to be in the 2 to 3 times range over time but right dealer, right price, right fit, we’d go above that and not be concerned in the short-term.

Jim I would just add to that that again we just had our board meeting. We basically played a little bit of chess with the board showing them various opportunities that we believe are out there. And none of the leverage numbers look particularly scary that if you said like maybe one turn on top of three on a temporary basis and a commitment to management to work its way down. And that’s if everything we wanted to happen happened. So, the numbers did not look scary there to management team that has operated with leverage before, we have a nice consistent cash flow. So we feel that it really, the question is, how important are the strategic opportunities that are placed in front of us and how does the sort of board and the management teams feel about it. So, I don’t think that we felt that these are, this was irresponsible. So just sort of kept talking within, we’re talking like an additional turn, that’s all.

Okay. And then finally, the deals that you have, you have visibility on, are you seeing competition for these deals, or does it appear as if you are the only game in town?

I don’t know. If you listen to the sellers, it's a zillion people. Private equity, they're going public. I don't know. I would say who knows the truth. I think a lot of times we feel like we are the strategic out there. So I think we’re realistic about it, but if you listen to the sellers, it’s a super competitive world out there. I do think, multiples are still like kind of crazy I think but some of these are pretty strategic for us and but whether it’s sort of, if you just look at historic deals, hydro sort of rodenticides, we’re paying pretty fair money for this stuff. So, it is not like this stuff is super cheap. And I think that does get back a little bit to competition is that I don’t think they would be getting these kind of multiples if there was no competition.

Right. Okay. Well, that's very helpful, Jim. Thank you both very much.

Thank you.

We’ll take our next question from Joe Altobello with Raymond James.

Hi, this is Christina on for Joe. I was just wondering if you guys are seeing any mix impact on gross margins from the strong growth in the mass channel versus home centers?

So, from a customer point of view, there is really not next component from a product mix component. There we have seen a little bit of a headwind in the quarter. If you recall back to last year, we ended our fiscal year with higher inventories that we have in the past. So, we’ve been doing a build of mulch and growing media products this year, more aggressively than the past. And we shipped that in earlier in March than we would have typically done in the past to avoid any kind of distribution pick-ups that we had a year ago. So that’s going really well for us but it did provide a little bit of a mix headwind for us in the quarter on a year-to-date basis but not remarkably so.

Okay. Thank you.

There are no further questions in the queue at this time. I’d now like to turn the call back over to Jim King for any closing remarks.

Okay, thank you Shelly. One point of clarification I apparently misspoke at the beginning of the call, Randy and I would be at the BMO Conference on May 21, and we’ll put a press release out related to that next week. If there are follow-up questions from anybody feel free to call me directly today, I’m at 937-578-5622. Other than that, thanks for joining us today. And have a great day. Bye.