Good day, everyone and welcome to the 2017 Second Quarter Earnings Conference. Today's conference is being recorded. At this time, I would like to turn the call over to Mr. Jim King. Please go ahead, sir.

Thanks, Dana. Good morning, everyone and welcome to the Scotts Miracle-Gro's second quarter conference call. With me this morning in Marysville is Jim Hagedorn, our Chairman and CEO; Randy Coleman, our CFO; as well as Mike Lukemire, our President and Chief Operating Officer. In a moment, Jim will share some prepared remarks related to our first half results as well as the announcement we made today about the binding offer we've entered for the sale of our European and Australian consumer businesses. Randy will then cover the financials, after which we will open the call for your questions. In the interest of time, I ask that you keep to one question and one follow-up, if we don't get to everyone, or there are further questions you'd like to ask, feel free to call me directly later today. One piece of IR housekeeping before begin, Randy and I, will be attending and presenting at the William Blair Conference in Chicago at 7:30 Central Time on Tuesday, June 13. Please contact the conference coordinators directly if you want to attend the presentation or set-up a one-on-one meeting. Moving on to our work this morning, I want to remind everyone that our comments will contain forward-looking statements, therefore actual results could differ materially from what we discussed. Please refer to today's press release or our Form 10-K to familiarize yourself with the risk factors associated with our business. I also want to remind everyone that today's call is being record and transcribed. A recording of the call will be available beginning later today on our Investor Relations website. That's it for me, so with that, let me turn the call over to Jim Hagedorn to share his thoughts.

Thanks, Jim. Good morning, everyone. I'll jump right into things because we have a lot to cover with you this morning. As you read in the press release, we've taken another big step in reconfiguring the corporation with the binding agreement to sell our European and Australian consumer businesses. This is an extremely positive move for everyone involved and I'll elaborate on that later. As you also can read this morning, our core business in the United States is having a solid start to the year, despite an extremely difficult comparison from a year ago, when an early break to the season resulted in a double-digit increase in consumer purchases and record sales. We obviously continue to be energized by the potential of hydroponics, as Hawthorne Gardening Company, delivered another quarter with comparative sales growth of greater than 20%. Beyond these headlines, we're closed to finalizing deals that will make Hawthorne even stronger. We're in the midst of changes that will further improve our cash flow. And we've begun conversations with some of our retail partners to ensure that our success with next year's lawn and garden is going to happen. So I continue to give our team outstanding reviews as it relates to our execution against project focus. I'll let Randy get into the details of the numbers, but my advice is to avoid getting overly focused on the absolute results for Q2. As all of you know, April and May are the two most important months of the year, and June isn't too far behind. Those three months alone make up more than half of consumer activity for the year. I'll start by saying the decline we saw on the top line during Q2 wasn't particularly surprising. You might recall that the whether last year and early part…

Thank you, Jim, and good morning, everyone. Jim has already given you a fair amount of color as it relates to the start of the season, so I'm going to stick to the numbers. Where needed, I'll help to fine-tune some of our guidance for the full year as well. At the end of my remarks, I'll share a few thoughts about the likely impact of our international sale announcement, and then we'll move on to your questions. Our top-line results in the quarter are pretty straightforward. On a companywide basis, we saw a 3% decline to $1.2 billion. That was driven by a 7% decline is U.S. consumer to $963 million, and an 8% decline in Europe to $105 million. The other segment grew by 50%, as Jim said, and was primarily due to the impact of acquisitions and also strong organic growth within Hawthorne. As for the U.S. business, I concur with Jim's view that our Q2 results are a timing issue, because of the record comparison numbers from 2016. If I fast forward to today, we remain confident about the 1% to 3% sales growth guidance we provided for the core business. I feel good about POS numbers given the phasing of comps from last year, and the level of engagement we have with our retailers and consumers remains encouraging. Let me move on to gross margin, which is a better story than you might assume by simply looking at the P&L. The rate in the quarter was down 20 basis points from last year to 41.7%. On a companywide basis, materials and acquisitions effectively offset each other. And the benefit of pricing was offset by the loss of fixed cost leverage during the period. But if you break down gross margin by segment, you would see…

Thank you. And we'll go first to Jeff Zekauskas with JPMorgan.

Thanks very much. How much was POS up in April year-over-year, and what was POS growth in 2016 in May, if you have that data?

Sure, Jeff. So, April this year, we were up low single digits versus a year ago, and May last year was down about 4%. Year before that we were down about 7%. So that gives us a lot of reasons for the optimism we're expecting for the month of May.

Okay. And then in divesting your Australian and European businesses, is there a significant amount of stranded cost that will remain? And do you have a plan for eliminating them or how much of a stranded cost that would remain that were attached to these businesses?

Sure, Jeff. So, our stranded costs were $2 million to $3 million, so it's not a tremendous amount of burden where think about (30:26) how we might cover that, but we're also spending a lot of time on the corporate and pursuing acquisitions, integrating acquisitions, and so on. So, I think it's a good thing that we're only talking about a couple of pennies, maybe $0.03 for next year, but as we plan ahead for 2018, rest assured it's top of mind for us as we go forward.

Okay. Great. Thank you so much.

Our next is Bill Chappell with SunTrust.

Thanks. Good morning.

Hey, Bill.

Just first on the sale of the European business. I'm just trying to understand the $0.20 dilution number. I guess first is that what it would be, I mean what would be the dilution if it had been sold at the start of the year, so it seems kind of like a big number for only maybe two months, three months left in the year. And then trying to understand how you offset it, does that mean deals that you already have in place and/or repurchase you already have in mind can fully offset it day one as we move into 2018? Just trying to understand those comments.

Right. So Bill, when we said $0.15 last quarter, we were thinking that we would wrap-up the divestiture a bit earlier, and then we'd have that cash in some of these other M&A activities we have in the pipeline would get done by now or in the very near future. At this point, due to the timing, everything is just being pushed back both the sale as well as the acquisitions that are in the pipeline. So, that's how we've changed the number a little bit. I think we're still very much on-track for the deals in the pipeline. But as Jim said in the script, things are just taking a bit longer on both ends.

And that was if we said, I think we said up to $0.20 just to be clear, right.

And I was just trying to understand with that the deal being pushed, I would think you own it for a bigger part of the season, so it'd actually be less (32:19)?

Yes, see, I asked that question earlier. So I learned a new word disc op (32:26).

Yeah.

So it basically falls in discounted ops, so gets excluded from a financial point of view from the EPS calculation. So the earnings are there. The cash is still ours.

Yeah.

So, looks like this doesn't show up in earnings, because we put it in discontinued ops.

And we'll take the results not only in 2017, but prior years as well. So there will be apples-to-apples when we look backward and look forward.

I'm looking back at the finance team, they are like give me thumps up, I said it right.

Way to go, Jim.

All right.

And then just switching back to the core business, so as a remainder a year ago I think POS, when you reported it was up 1% and you are saying it was down 4% in May, and then it was up pretty strong in June, is that correct?. So, while we have – like I said easy comparison in the next three weeks, four weeks then June gets a little bit tougher?

Yeah, that's true. Last year June was up about like almost a 11%, and then after that point, July was pretty slow, August was up a little bit and September, we had a nice start to the fall. So that's what you should expect month by month as we look over the balance of the year. But – when we think about the biggest months of the year, it's April, May, June, March, so summer is not as important for us.

Yeah Bill, the season is trending about two weeks behind last year.

But just the question being, overall, you feel like the category is pretty healthy and what you are seeing, not just your share but it's in pretty good shape?

I think that's the case, but you know, it's a long season, it's a big country. I think by the time we get in the year, we typically end up where we think we will. At this point in the year, we're living day to day...

You know, and listen, I think that we talk about this so much. I think we are, Luke and I, have sort of gotten to for like this year, is this just another year where we're going to-- I know you all think we work our asses off all the time. But we do dream and fantasize about those seasons, it'll be so positive, it's beginning through kind of middle to the end of May that we can just basically relax and sort of count our shekels. I think that ain't happening, and so where are we this year? I think this is another year where all parts of the season, they're going to matter, meaning getting through the core part of the spring. Remember, in the northern part of the country, nobody is gardening yet and so, there's still frost opportunities and so people aren't putting like a lot of live goods out. So, you got to sort of put us in perspective by saying, the season is still young. But I do think, this is the season where getting out as well as we can out of the core, sort of spring season, the summer, pesticide season is going to matter where insecticides and herbicides, fire ant is all going to be important and then the fall is going to matter. So I think it's just – look, we fantasize for these crazy good years, I think where Mike and I are at is the operating team is going to work all summer and through the fall and that's – and then do it all again next year. But I think that the important thing for the community that's listening to us is that nobody is freaking out, nobody is suicidal, we've been here before, we've – this is what we do. And I think everybody is feeling pretty reasonable about the year. And so, I think that's kind of what we're trying to communicate here.

Got it. Well, I appreciate the color.

You bet.

We'll go next to William Reuter with Bank of America Merrill Lynch.

Morning. This is Janani on for Bill today, thanks for taking our questions. So, I was wondering how do you feel about current inventory levels, just given some of the weakness in the gardening segment in 2Q? In other words, do you believe there's excess inventory built up because of the unfavorable spring weather? And as a follow-up, are you still optimistic you can reduce working capital levels by $30 million to $40 million this year?

Sure. So this is Randy again. Now when you think about retail inventory first, we're seeing slight declines in retail inventory, so nothing dramatic, but pretty much what we expected coming into the year. I think home centers in particular, last year they were saying, we're going to be a little more focused on working capital, so that's what we've seen play out. We don't think we're missing POS as a result, so we're comfortable with where we are, but not a buildup. I'd say slight decline. Right now, we've seen that more or less over the early part of the season. When you think about our inventories, we still believe that we'll see improvement in working capital this year and we think our operating cash flow for this year should start with a three. I don't want to be much more specific beyond that, but we feel really good about the cash flow improvement year-over-year. Mike, do you want to add anything?

No. I think we're working with the retailers on their inventory as well as ours and I think we're in better balance. And most of the stuff we have to bring in is like about space which is soils, which is the biggest part with the growing season that's coming.

So I think that when you ask a question, Randy and Michael both nodding their heads no to is there an inventory issue. And I agree with Mike. I think what we want to do is we'd like to see a lot more of our bulk products in the stores right now. So, I would say, there's no problem and we're not getting a lot of pushback, but I think that it's dirt time, so we'd like to see a lot of pallets in the store.

Great. That's helpful. I'll pass it along to others.

You bet.

We'll go next to Joe Altobello with Raymond James. Krisztina Katai - Raymond James & Associates, Inc.: Hi, good morning. It's Krisztina, on for Joe. I was wondering if you could tell us what drove the improvement in the U.S. consumer segment in margins.

So, the U.S. consumer, commodity costs have been favorable, just about across the category. The one area that we're seeing some pressure over time has been in peat that we source from Canada, but urea is in pretty good shape, fuel has been pretty good, so commodities have helped a little bit. We've taken some pricing; that's been accretive as well and those are the two primary drivers so far. Headwind so far is volume, so a little bit less than planned through March, when we're talking about March results. But we think we're in good shape and have confidence about our gross margin rate for the full year that we'd outlined earlier. Krisztina Katai - Raymond James & Associates, Inc.: Great. And then if possible, could you tell us what the EBITDA multiple was for the European deal?

Well, there's earn out attached to that, so I guess at this point I'll call it double-digits and, you know, could be a little bit better than that as we achieve the metrics required to achieve the earn out, which is couple years from now. So we feel good about the valuation received and we started going through this process over two years ago. We had much more modest expectations though. We think we've come out with a really good deal for shareholders and done some good work by everybody involved to not only negotiate, I think, a successful deal for both parties, but find a way to when it comes to the cash proceeds that we're going to net out at the end of the day, we feel really good.

It's facing sort [39:54) of the north of 10.

North of 10, but much better cash proceeds than we would have expected, so really going to help us pay for a lot of deals that we have in the pipeline as well. Krisztina Katai - Raymond James & Associates, Inc.: Great. Thank you so much.

We'll go next to Chris Carey with Bank of America Merrill Lynch.

Hi. Thank you for the question. So just first on the core business, so in addition to simply having easier comps from here, can you talk about any other successes you're seeing with in-store merchandizing or with new products that give you confidence in the 1% to 3% for the core business for the full year? For example, we've been seeing more ad spots just like the Roundup. I wonder how you would gauge the success there and any additional activity that you think is relevant to your outlook for the year?

I think Roundup for lawns is a big success. It's actually exceeding our expectations at this point and that was about $45 million totally new product. It did cannibalize Ortho a little bit. Also the raised bed garden soils is doing very well and we're actually looking – that is actually double-digit comps – or that's double-digit results and so we're excited as full planning takes place and that association with bonding and soils is – we're trending ahead even though we were a little behind just because of the late spring.

Okay. Thanks. And then on M&A, so the $150 million in cash proceeds represents pretty good spending power, in the hydro market, right? So, where do you guys see gaps in your portfolio right now? And multi-part questions, so apologize. But – and then can you maybe talk to the natural tension in the organization of wanting to be shifting toward more of a consumer facing company with the fact that many of the opportunities that might be coming in Hydro might be more of a commercial B2B in nature. And then, how do you think about growth in California, and then in Canada, where I think your hydro business is very small.

Yo, dude. How many questions can you ask as part of one question? But can somebody better write that shit down, so like we can remember all that stuff that you goddam said.

Or bigger, just – what do you think about Hydro?

Well, listen, I'll take sort of part of this, which is our strategy. And the answer will get right to Hydro. I think if you look at our strategy, a lot of what we've done is sort of embraced the reality. We love our core business, but I think we view it as somewhat mature and slow growing, like lots and most other consumer goods companies. I think what we've done right and I think we've gotten credit from you guys and from our board and from our sort of shareholders is that, what we said is, if we could be something else, arguably lawn and garden, what would we do? And we've look that, and I'm just going to sort of deal with sort of big categories. But this rodenticide business for us continues to grow significantly double-digits, and we've taken share. It's been a great acquisition for us, and the team has done really well, and our partnership with Bell has been important to us. Live goods is also an area that is growing at sort of 2x to 3x the rate of sort of, call it, core lawn and garden. And the same is true with Hydro. It's probably more than that. Call it 5, 10 times faster than what we're seeing in the core. So effectively what we've done is that, if growth is important, which we think it is, and we think the core is somewhat challenged, and there's a point where you say, why resist? Too hard, then the areas can we reconfigure into higher growth areas. And so the divestitures that we have announced today, plus what we've done with Clayton, Dubilier with LawnService really has allowed us the sort of fund this move into more growth categories. So, if you just try…

No. I think you've covered it, Jim.

Yeah. Thanks very much.

You bet.

Thanks, Chris.

We'll go next to Eric Bosshard with Cleveland Research Company.

Good morning. Two questions. First of all, Jim, you've mentioned earlier in the discussion that you're speaking with retailers already about some thoughts on how to perform better in the core business in 2018, could you elaborate a bit on that?

No, listen, I think what I meant to say, I stumbled a little bit on that part of the script actually, I think, because of like whatever crap that King wrote and that was just hard to read. What I was trying to say was that we are – sorry, Jim.

Take the bullet.

What I was trying to say was that we're in negotiations and discussions already with our prime retailers for next year. And so, I think we have a team on the road right now at one of our big retailers, I mean the entire sales team and marketing group is at one of our big three right now and all these discussions are turning from this year, which is kind of an executional play to planning out for next year. But I think that if you look at this year, I think we went in the year feeling good about the programs we have – had and have, and feel I'm going to say genuinely confident in sort of the relationship with the retailers and their desire to play in the space. I think mass continues to be an area of, I think, focus and concern for us. But I would say, our sort of hardware retailers and when I say hardware, that includes big box DIY, I think, continue to be engaged and really looking to improve programs for 2018 and to exit 2017 or execute 2017 in a successful way. So, Mike, anything you would add on it?

No, I think we are working on solutions and increasing the market basket and how they merchandise various segments of the store, each retailer – it's all about solution selling. And so we have a number of tests that are out in the field right now, and we're seeing to getting the results and then we're going to see if we can incorporate that and raise the overall category.

In terms of – just a follow-on, in terms of what retailers are thinking with private label or what's going on with organic or where price points are, do you feel better, the same or worse about sustaining this kind of low single-digit growth in the core business?

I feel about the same. I mean there is a balance of private label and I think private label and brand going together, I think that most of our retailers is in balance, I would say. So I'd go too far and able to share and we're trying to get them back to a normal level.

But look – there has been so much press lately about sort of consumer goods, particularly in the journal as private label and people moving to sort of fresh foods. First of all, I think fresh foods and all that is good for our business and growing and I think it's good for Bonnie, it's good for our soil business, good for our nutrient business. So I think we're actually good for our AeroGarden business. So I think that we're actually in a pretty good place if that part's true. I don't think we're seeing particularly in our sort of core accounts, and I'll call it hardware. I don't think we're seeing this sort of crazy push toward private label. So I think that I would make an – a little bit of an argument that part of what you're seeing there is the strategy of mass retail and a push toward private label. I will personally say, I think it's a gigantic mistake and I think it will hurt them. Now, we play in private label and our brands are important and they – we all can work together to sort of make sure that we're sort of in track with our major partners strategies. Personally, the comments we put in the script, which were a little bit toned down are designed to say I don't think we've ever seen it work, but we'll continue to play, but I don't think in the vast majority of our sales that we're seeing a gigantic push into private label. I think it's a mass thing and I think we continue to talk to mass retailer about that.

Hey, Eric, this is Randy again. The only thing I'd add is when you look past retailers just think about it from a consumer point of view, that most consumers heavily shop our category two, maybe three times a year. And they tend to want to buy the trusted brands, and not want to take a chance on some private label product that may not work or work as well. So, I've been here, I guess 18 years today and I've seen countless times where there has been new private labels introduced in different packaging and different campaigns, but we've been able to sustain our market shares over that entire period of time or even grown market share over time versus private label, just because I think you have to look past the retail strategy and look at what consumers do and how they really engage in lawn garden.

I'd throw another thing out there, only because we spent quite a bit of time at the end of this script on this issue of taxes. I am a believer, and I think that if Mike Porter and other folks that we rely on for sort of strategic advice or part of this conversation. I think one of the things they say is, a robust middle-class is important. And so, I do think that tax breaks for the middle-class are not bad for us. They're good for us. And I think, a stressed out middle-class and more and more people and I think this has been kind of a Walmart thing for a long time, as if you look at sort of Walmart POS, and this is not because I'm talking out at school, I think you all know this that towards the end of the month or towards the end of the 2-week pay period, but whenever people are between paychecks, you see a big drop off on sales as good people are just living check-to-check. And I think that it's important for this country to grow some more money at a middle-class, then a middle-class is healthy for us, and I will make an additional pitch for a corporate tax relief. 100% of the money that we benefit from, we intend to invest in the business, and that's we working people, you now professional working people. And I think so, a stronger middle-class, more employment has got to be good for consumer goods and that's why we said, what we did in the script.

Okay. And then one – that's helpful. One follow-on if you could be, as you learn more about the emerging hydroponics market, what's the most recent thinking on the current and eventual, call it, pro versus do-it-yourself mix in that business? And how do you feel about how your portfolio lines up with that?

I really well for one. So, I kind of back in from that point. I think, we intend to be a significant player on both sides of sort of, call it, recreational growing and professional growing in the hydroponic space. And we have no sense of humor about that, okay? This is a space we understand pretty well, I think it was that a vis-a-vis question that was similar, which is, it seems kind of like it's pro, I agree with that, by the way. I think we understand consumer here. We understand pro really well. We, as they move into our consumer business globally as we divested our Pro Hort business and our Pro Turf business, this is a space we understand really well. We're basic in it, we're growing people. So, I think we very much understand what it takes to be the best supplier to people who are professionally or recreationally growing plants for living. And we intend to succeed in that space. And I would say to anyone who wants to like rumble with us, come on, let's do this. So really what I'm saying is, we are serious about what we're doing, we know what it's going to take to succeed. I think right now, if you look at the space, we probably bias little more toward that kind of recreational grower, small growers. I think our view is, if you look long-term in this business, that probably is a move toward professionalism and that doesn't mean people aren't professional, but it just means toward larger more kind of professional growing. And if you look at our strategy of where Mike Lukemire is sort of demanding that the Hawthorne team go, and I think the whole hydro group agrees with this. And our last board…

That's great, helpful perspective. So, thank you for that.

We'll go next to Jon Andersen with William Blair. Jon R. Andersen - William Blair & Co. LLC: Hey, good morning, everybody.

Hey, Jon. Jon R. Andersen - William Blair & Co. LLC: So, you called out a customer specifically in the prepared comments, Ace. And I thought it was interesting. I'm kind of curious what is Ace doing right? And why is it working and how do you get others to kind of replicate it, if that's a model that you really think is kind of the right model?

Well, Randy doesn't get to answer this one. This is a Mike and Jim one. This is people who are involved in the sales side. They're killing it, dude. I see the CEO, at a lot of these CEO things, and he's not like some stuck up dude. The guy wants to get it on. He wants to drive the business. His team wants to drive the business. They take good ideas. They execute them quickly. They love to bring people in with our brands. And by the way, they have a robust private label program, too. It was not like they don't have a good private label program. They do, but they're leading with their brands. And they're advertising like crazy. And let me tell you, like we just got POS numbers from that channel of trade just five minutes before we went live with you guys and the numbers are ridiculous. So, all I'm telling you is, they're killing it, they're – like they're ready to fight and they are definitely taking share. So, and again this doesn't mean we love them more than we love anybody else. It's just, it's working, and it's partly because they have an appetite, they do not view us as the enemy, they view us as a very essential partner, and they want to rock, and they don't accept, oh, we're not a big box retailer. We can't compete. They are just going after it. And so I'm saying, and most of our retailers by the way are like that in that they're enthusiastic, they're engaged. But the reason we called them out was because they deserve it. They are just – this is like a multi-year commitment to the category and to brands that – I would put it this way: if you want to look at sort of do you think that that's a better strategy than a like lead with your private label strategy? If you were looking at the numbers, you would say that's sort of intuitively obvious. And that's what we were trying to communicate is that, commitment to the brands, commitment to bringing people in, commitment to your market basket ultimately will lead to success for the retailer. And that it is not inconsistent with brands and private label. They work together really well. Mike, I think if you could talk (66:05)?

No. I think you said it all. Jon R. Andersen - William Blair & Co. LLC: Okay. I wanted to ask about the TruGreen SLS joint venture, just an update there, your thinking on how that joint venture has performed to-date, and what your kind of expectations are going forward. I know you've kind of indicated that you're still looking for the $50 million in synergies, but ultimately are you kind of happy with where that JV sits today. And maybe more importantly, what are your intentions longer-term there? How do you think that maybe plays out over time, in terms of your ability to monetize it or continue to sit within the P&L? Thanks.

Well, I'm going to steal this from Randy. Randy and Mike are on the board, so they have much more sort of knowledge, I'm going to say, sort of detailed than I do. But again, I would start by saying, we felt it was really important whether we were the sort of big dog in the sort of partnership, or we were part of the team, that the combination made a ton of sense. And I think it's been challenging over time, and that I think the integration has been more difficult than people probably gave credit to. I know both these guys, Randy and Mike, have basically come back and saying, holy shit, I'm spending more time on this than I am on like, when we owned it 100%. And I think the same is true with the sort of partner level people at Clayton, Dubilier as well. Now that said, I think, if you went back and looked sort of six months ago, I think there were basically weekly meetings of senior Scotts people and senior CD&R people. I think people are much more chilled now that things are back sort of under control. Doesn't mean they've been out of control, but I think there were some personnel changes that the group made to improve the team. I think there was a lot of pressure on the team to sort of plan out and start to execute. And we talk about that a lot, at least in my staff meetings. And I think they've basically no drama, on plan, is a really good place for us to be and I think, I am positive that the CD&R people are saying the same thing. Now, back to the second part of the question, which is so now what? But…

Yes, we have not recommended (72:42) for our plan, whether it's top-line or bottom-line at this point, and when we close the deal at that point, I think it's appropriate to adjust our guidance, but at this point, we still have several weeks ahead of us before we get through everything. Jon R. Andersen - William Blair & Co. LLC: And is there any point of you, I know it's early, but you did reference commodities for 2018, at least that you've locked, I think, 30% of your urea needs. Do you have any initial point of view on how you think commodity costs will trend in 2018 relative to the current year? Thank you.

Sure. So, Jon, if you go back to last year, we thought we know our benefit from commodities was in that $0.15 to $0.20 range for the year. This year, it's more about $0.10 this year. And as we look at the next year, we think it is actually, the benefit we're going to have this year of $10 million or $0.10. It will probably turn around for about the same level. So, it should be slight headwind next year, not so much on urea, but again as we look, especially at peat, look at some of the seed varieties, resin is kind of up and down, and fuel's a wildcard as well. So at this point, that's our internal plan assumption for next year. The $10 million benefit we get this year will probably be offset next year.

And we'll go next to Jim Barrett with C.L. King & Associates. Jim Barrett - C.L. King & Associates, Inc.: Hi. Good morning, everyone.

Hey, Jim. Jim Barrett - C.L. King & Associates, Inc.: Randy, a question for you. Will the cash from the sale of Europe, Australia be held offshore? And who absorbs or maintains the defined benefit pension plan liability, internationally?

Yes. So, the deal is structured in euros and eventually, we'll get the cash back here to the U.S., structured largely as an asset deal. It's a stock deal in some of the smaller countries, but UK, France, Germany, it's an asset deal. As far as the pension liabilities, the pension in France will go with the buyer. We're going to maintain the UK pension plan and the German pension plan as well. So, that's part of the arrangement from day 1 as we talked to exponent, the buyer, and we're comfortable with that.

But I would say, they're not grossly funded.

No. On actuarial basis, the UK plan is practically a 100% funded, it's like 90%, 95% actuarially funded.

Then, I think that, if there was retroactive relief on taxes, which is not factored into our – what we talk to you guys about, there could be some benefits. Jim Barrett - C.L. King & Associates, Inc.: Okay. And Jim, a quick question for you. Competition for new hydroponic deals, have other deep-pocketed players gotten smart to the opportunity on hydroponics? Do you see more competition?

Yeah. I mean, yes, private equity, So we're seeing – I don't think, it's disruptive. I'm not sure, we've seen competition for deals that we have been engaged in. Like we've said, I know, I keep – Randy said, you're going to get to this line in the sand thing. I've had this line in the sand, I believe in it, I'm not coming off it, even though I keep backing up in my line, it's not because there is new deals. Many of these deals are just taking a little longer, there is family issues, sometimes there is divorces that you're dealing with, and people are just trying to sort of deal with their own personal financial planning as we do this stuff. So, it's just taken sort of longer. So a lot of the deals we're involved with have – we've been involved in for, call it, a year of sort of step-by-step going through it. I do think that we are aware that there is private equity interest in the space at this point. So, I would say probably more competitive on a go-forward basis on future deals that aren't already grounded in sort of months and months of work, where everybody is pretty committed to them. Jim Barrett - C.L. King & Associates, Inc.: Okay. Great. Thank you very much, both of you.

Thanks, Jim.

And with no further questions in the queue, I'd like to turn the conference back over to Mr. King for any additional or closing remarks.

All right, Dana. Again, thanks, everybody, for joining us this morning. And as a reminder, our next public comments will be on June 13, when Randy and I will be at the William Blair Conference in Chicago. In the meantime, if anybody has questions for me, feel free to call directly at 937-578-5622. Thanks for joining, everybody. And have a great day. Thanks.

Again, that does conclude today's presentation. We thank you for your participation.