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The Scotts Miracle-Gro Company (NYSE:SMG)

F3Q11 (Qtr End 07/02/2011) Earnings Call

August 8, 2011 9:00 am ET

Executives

Jim King - SVP, IR and Corporate Affairs

Jim Hagedorn - Chairman and CEO

Dave Evans - CFO

Barry Sanders - President

James Lyski - EVP and CMO

Analysts

Bill Chappell - Suntrust

Olivia Tong - Bank of America

Joe Altobello - Oppenheimer

Jeff Zekauskas - JPMorgan

Jim Barrett - C.L. King & Associates

Connie Maneaty - BMO Capital Markets

Mark Rupe - Longbow Research

Jason Gere - RBC Capital Markets

Reza Vahabzadeh - Barclays Capital

Operator

At this time, I would like to welcome everyone to the third quarter 2011 earnings conference call. (Operator Instructions) Mr. King, you may begin your conference.

Jim King

Good morning, everyone, and welcome to The Scotts Miracle-Gro third quarter conference call. With me today are Jim Hagedorn, our Chairman and CEO; as well as Dave Evans, our Chief Financial Officer. Jim will start with a review of the current state of the business and also provide some early thoughts about fiscal 2012. Dave will walk through the financials and update our full year outlook.

After their prepared remarks, Jim and Dave, and other members of the management team will take your questions. In the interest of time, we ask that you have one question and one follow-up. If you have unanswered questions afterward, I'm glad to spend one-on-one time with you.

With that I want to move on to today's call and remind everyone that our comments today will contain forward-looking statements. As such, actual results may differ materially due to that risk Scotts Miracle-Gro encourages investors to review the risk factors outlines in our form 10-K, which is filed with the Securities and Exchange Commission or our most recent 10-Q. As a reminder, the call is being recorded and an archived version of the call will be available on our website, if we make any comments related to non-GAAP financial measures not covered in this morning's press release, we will provide those items on the website as well.

With that, let me turn the call over to Jim Hagedorn to discuss our performance.

Jim Hagedorn

Thanks, Jim. Good morning, everybody. I know we have a lot of ground to cover this morning. Our third quarter performance, our full year outlook, and our early thoughts about 2012. But before I address any of those points, I want to make some opening comments.

I am not going to sure quote the reality of the season. It's been disappointing to say the least. Some seasons make good weather and some seasons bring challenging weather, but in my entire career, I'm not sure I remember season quite like this.

Setting weather aside, competitive issues also impacted the business this year, especially in the mass merchant channel. And frankly, we've also made our own share of mistakes. I'll elaborate on all of these shortly. But whatever the reason, the results were not what we had planned.

We revived our full-year guidance and now expect adjusted earnings of $2.95 to $3.05 a share. By no means, am I suggesting you dismiss our results this year, however, I'm also not sure there's much benefit to overanalyzing them.

I'll give you my straightforward assessment in a few minutes and then Dave will provide some additional detail. But let me say this first, unlike other shareholders, I have a unique benefit of looking at the business from the inside-out and from the top-down. I can assure you that I remain confident in the fundamental strength of the category, our brands, our strategy and our team.

Though we have some cost headwinds to deal with next year, we have tailwinds as well. Weather clearly should be helpful, as should new product introductions, the continued benefits of regionalization, significant SG&A initiatives and improved customer outreach strategies.

I also want to stress that our long-term financial goals are unchanged. While we have to push our targets out by at least a year, we are no less committed to those goals. And neither is anyone else around here, including the Board. Their decision to increasing our dividend by 20%, speaks to our continued confidence in the business and our commitment to use our flexibility to fund future growth and return cash to shareholders.

So let me switch gears and spend a few minutes talking about the 2011 season from two perspectives. First, the issues that drove our results; and second, and frankly more importantly, the key learning's we took from the season.

Let's start with what drove our results. The first and most obvious thing is weather, which I'd say drove at least half of our mess. It doesn't really matter what region you're talking about. The Northern half of the U.S. went from soggy and cold to record heat. And the season never really materialized there.

The Southern half of the U.S. started strong. The season got off to a good start, both in Texas and in Florida, but by mid-spring, both markets were seeing severe weather. In fact Texas is in the midst of one of the worse droughts ever. And Pacific Northwest was just lousy all year. But there's good news within the numbers.

Although consumer purchases for the year are down 3%, we saw a solid growth throughout May in the first half of June. And remember the consumer purchases were up 13% through mid-March, when the weather cooperated, consumers were engaged in the category. This is especially true in the home center channel, where about 50% of consumer purchases are made each season.

Overall, the channel was about flat from last year, not a bad result considering the weather. The problem was that we just couldn't strength together enough consecutive weeks of positive POS to build any momentum.

The second issue is that we made some big debts midway through the season that did not pay off. After a slow start, we worked hard in May and early June to jumpstart the season. We put more promotional dollars in place and worked hard with our retail partners. But as I said at the outset, I don't remember a season like this.

And the third issue that impacted the season was the performance of our business in the mass merchant channel. All of our research indicates that consumers who shop in this channel want to participate in the category. What was also clear is that a higher percentage of these consumers are economically stressed. As a result, some retailers in this channel put more focus on opening in mid-tier price points than our national brands. That cost us a shelf space in both us and those retailers market share.

I'm going to come back to this issue in a few minutes, because we have some major learnings about our presence in this channel and some steps needed to improve.

So those were the three root causes of the shortfall this year: weather, our debts and the economic impact being felt in the mass merchant channel. But we also saw important successes.

We had told you we expected a good grass seed season, and that's what we saw. Consumer purchases were up 15% so far this year, and we continued to improve the bottomline of this business. Innovation continues to be part of this story. We continue to see evidence that EZ Seed has permanently changed the grass seed market. Our competitors are already following with similar packaging designs and copycat products, albeit ones that have inferior quality.

And the impact of the innovation of those beyond the U.S., the strength of our grass seed businesses helped the international component of our global consumer segment. This business had a solid year. We saw good growth in most markets, driving a 3% increase in topline for the quarter net of FX. That growth rate includes our largest international market, the U.K., which was flat after the unexpected bankruptcy filing of a major retailer there.

We've also seen continued momentum with Scotts Lawn Service. I'm extremely pleased with their performance and the opportunities going forward. We're on pace to report another year of record profits. We believe we've improved our market share this year. And we also continue to make good progress in keeping cancellations under control.

The business model we've created at Scotts Law Service is definitely scalable. As we continue to seek topline growth, I believe we will continue to see the opportunities for better operating margins as well. All in all, company-wide sales in the quarter are down 10% and down 4% year-to-date. The more important question is what we learned from the 2011 season. And I'll tell you there are three primary insights.

First, we need to free up dollars to invest more behind our brands. I've said for years that advertising matters in this category. This year, we saw our competitors advertise more, which helped drive this grass seed category in particular. We hope they and all of our competitors continue to advertise and do more to drive overall category growth. But if they step-up their investment, we must do the same. We'll take a big step in that direction in 2012, which is a point, I'll revisit in a few minutes.

The second lesion, we need to do more if we want to keep price sensitive consumers in our franchise. And we have to work more closely with our retail partners in that process. Over the past two seasons, we've seen significant adjustments in merchandizing strategies of retailers that are focused on these consumers.

During that time, we've also made changes to our leadership team that works daily in this channel. This is a channel of trade where, I believe, lawn and garden must have a stronger focus. And we're stepping up our efforts to work with our partners in this space to make that happen.

Third insight is linked to the second. In order to provide consumers with value and protect our margins, we must refine our innovation strategy. We don't want to change it, but we just need to make some adjustments. Given the continued economic uncertainty, including the volatility of commodities, we have to do a better job of taking cost out of our products.

Let me be clear. Our primary focus will remain moving consumers up the value chain. We believe consumers will continue to pay more for real innovation. And in fact it will be an important part of our 2012 plan, but we also have to be more focused on value at the same time.

With that, let me transition and talk about some of our plans for 2012. I want to start with innovation. In 2012, we are going forward with a major innovation, the nationwide rollout of Snap, our proprietary new spreader in lawn care system.

We saw good results from our tested season from Snap, and our confidence in the product has increased significantly. Consumers who purchased Snap consistently praised the product and its performance. They tell us it makes lawn care easier and faster. That's exactly what we are hoping to hear. More importantly they were applying lawn food more frequently. With a price point of $29 for the Snap spreader itself, we're looking at this as a razor and razor blade model.

After two years of testing, we've made some changes in the packaging and price point. We're seeing that consumers typically use nearly three bags of lawn food, a nice step-up from the number of bags purchased by consumers of our traditional products. Also and this is important, nearly half of the Snap users were new to the category or had been out of the category for at least the last year.

It's too early to give sales projections, but our retail partners are excited by the launch and encouraged by the potential of the product. Our team is working on new in-stores displays and highly visible marketing campaigns. This will be one of our biggest marketing initiatives in years and we're confident we'll resonate with consumers.

While I'm talking about our lawn food business, many of you questioned whether we will introduce MAT28 next year as planned. If you aren't aware, MAT is a new active ingredient we are planning to bring to the market next year. There is no doubt, it delivers far superior performance to anything on the market today, and represents a major breakthrough in this environmental profile.

However, DuPont, the maker of MAT made a professional version of the product available this year, and has since acknowledged the trees were damaged by this herbicide. In fact, they announced the return of the professional product last week. While this actions does not affect our registrations, we do want to do more research before we bring it to market.

Obviously, we want to work in a responsible way not only with DuPont, but with the EPA and the states to make sure that the product is appropriate for home use. While we think our testing will show that it is, we will take a conservative approach and work closely with both DuPont and our regulators.

Some of you have speculated that the lack of a national rollout would materially affect our earnings next year, it won't. This is a replacement to an existing active to be used in our market leading products Turf Builder Plus 2 in the north and Bonus S in the south. While I believe MAT28 has the potential to grow the category, we did not plan for a sudden spike in sales as a result of the introduction.

Before I turn things over to Dave, I want to give you some other high level insights about how we're approaching 2012. We feel pretty good about the topline potential of the business next year. Between normalized weather, new product launches, improved marketing campaigns and a modest price increase, we should have topline growth of somewhere in north of 6%. I'm not giving guidance today. I'm just saying that I think it's a reasonable expectation.

Let me also give you an update on our approach to pricing next year. We have taken some pricing, but have chosen to be more conserved than over the last couple of years. Our goal is to drive category growth and market share over the long term. We've been pretty aggressive in pricing in the recently years, but given the increased economic uncertainty consumer jitters, we just don't think it's the right move for 2012.

So you'll see some pressures in the gross margin line next year, depending on where commodity prices go. I don't see this as a long-term issue, but rather a conscious short-term strategic decision.

Most of you already know that we'll have some G&A headwinds as well. Given the shortfall in our business this year, a very low comp has been effectively eliminated. So restoring that expense is something we'll have to overcome next year.

While I'm on the subject of SG&A, I want to spend a few minutes talking about major initiative to change our expense structure. You'll see in today's press release that we took a $3 million restructuring charge in the quarter due to some severance.

Typically, we don’t treat severance as a restructuring charge and wouldn’t do it this quarter, if there wasn’t more to come. You've also heard me say repeatedly that we need to recalibrate our cost structures, so we can invest more on advertising and innovation, and spend less on the bureaucracy of running our business.

To that end, we'll be making other organizational changes over the next two months that will result in full year restructuring charges of as much as $15 million to $20 million. These charges should result in annualized savings of approximately $25 million.

The team here, have also been working on a significant effort to drive savings in both indirect purchasing as well as non-revenue generating SG&A. Overtime, these savings could equal the benefit we get from the restructuring effort. Nearly all of those savings would be reinvested back into the business to drive growth.

I want you to understand, these actions are not a result of a challenging season this year. We've been working since last summer to identify the savings, understand the implications, and put a plan in place to capture them.

And as I said at the beginning, we remained focus on our long-term goals and are not going to let the results from 2011 being impediment to our progress. In fact, quite the opposite is true. There are a dozens of people walking around this place with a major tip on their shoulders right now, and that includes me.

But I see this as a huge positive. We're not accustomed to years like this. We're used to setting a goal, exceeding that goal and then repeating the process. And we're focused on getting back to that cadence.

With that, let me turn the call over to Dave.

Dave Evans

Thanks, Jim, and good morning everyone. As I walk through our results this morning, I'll focus primarily on third quarter adjusted results for continuing operations unless otherwise stated. And as I walk through the numbers, I'll place extra focus on three areas.

First, the declining gross margin rate is turning out to be greater than we expected. I'll explain why and give you an update on our early thoughts for 2012. Second, we closed on our new credit facility in the third quarter. I'll provide color on what it means to our interest expense, capital structure and priorities for uses of cash going forward. Third, lower than expected earnings will adversely impact operating cash flow for 2011. While that does not alter our long-term expectations or our commitment to investing in the business and returning cash to shareholders, I’ll provide an update on our expectations for the year.

Before I begin my comments on the quarter, I would like to reiterate what Jim said relative to our dividend. The increase approved by our Board is consistent with the long-term capital structure strategy we've described before. It reflects our continued confidence in the structural competitive advantages of our business and continued attractiveness of the overall category.

With that brief introduction, I’ll now begin with a quick look at our topline performance. Consumer purchases of our products at our largest retail partners in the U.S. have clearly been softer than originally expected, down 6% for the quarter and 3% on a year-to-date basis. As a result, replenishment has been soft as well, leading to a 10% decline in company-wide net sales for Q3.

Global consumer sales declined 12% or 14% when excluding the impact of foreign exchange rate. Scotts Lawn Service increased by 1% and the Corporate and Other segment reported a third quarter sales increase of $19 million. As a reminder, sales reported in the Corporate and Other segment relate to two activities: sales of professional seed in the U.S., which were excluded from the sale of the Global Professional Business; and sales of professional products supplied to ICL.

Both activities in the Corporate and Other segment have minimal margins, which leads me to the next topic gross margin rates. Adjusted gross margin rate for the quarter was 37.9%, down 320 basis points from a year ago. And for the first nine months, gross margin rate was 37.8%, down 60 basis points from a year ago. Explanations for the declining rate for the quarter and year-to-date are substantially the same, but their relative impacts vary.

For the quarter, just more than half of the decline was driven by unfavorable mix. The remaining decline was driven collectively by higher commodity cost, increased trade promotions and reduced leverage on fixed manufacturing and storage cost. Cost productivity improvement planned and realized by our supply chain were a partial offset to the significant headwinds we saw in the quarter.

The negative impact of mix was significant as sales decline in the consumer business were disproportionately in higher-margin lawn fertilizer and weed control products, including Roundup. The impact of these declines was magnified by sales increases related to U.S. proceed and sales to ICL, both at minimal margin. About 40% of the negative sales mix in Q3 is explained by the combined impact of reduced Roundup commissions and higher sales in Corporate and Other.

I realize we've moved the goalpost in gross margin rate twice since this spring. Though the impact of higher trade promotion spending, commodities has remained substantially unchanged since our most recent update in June, mix and volume have continued to negatively influence our gross margin rate.

While I'm on the top of gross margin rate, let me look briefly ahead to 2012. We told you during the last call that we expected inflation of about 10% to 13% on the one-third of our cost of goods sold fair commodity sensitive. Based on recent outlooks, that range still looks appropriate, that we're clearly in an environment of higher volatility across many of our commodities and global economic conditions could result in an easing of some of those costs.

We expect to offset the dollar value of currently forecasted commodity increases in 2012 through a combination of pricing, reduced trade promotion spending and aggressive cost reduction initiatives within our supply chain. While we expect some tailwinds in 2012 from favorable mix driven by stronger lawn fertilizer and weed control sales assuming more normal weather, it's unlikely we'll hold gross margin rate flat in 2012, short of some easing in commodities from levels we've seen this summer.

After we finalize pricing and programs with our retail partners and get increased clarity and commodities, we'll provide more color on this and the rest of the P&L for 2012.

With that, let me get back to the 2011 results. SG&A declined $7.7 million in the quarter, down nearly 4%versus last year. While there are a number of puts and takes, the decline was primarily driven by lower variable compensation expense partially offset by modest increases in a number of other areas. Through the full 12 months, we still expect SG&A to be essentially flat to last year.

I'll now shift below the operating line and talk about interest expense, which is $14 million in the quarter, up $2.8 million from a year ago. We still expect interest expense for the fiscal year to be around $51 million, up about $8 million, as higher rates attributable to our recent long-term financing activities offset the benefit of lower average debt outstanding.

The news here is our new credit facility, which we closed on at the end of June. This is a $1.7 billion facility priced at LIBOR plus 200 basis points through the end of this calendar year, reverting to a leveraged-based priced grid in calendar 2012. At 2 times to 2.5 times leverage, our rate remains LIBOR plus 200 basis points. Below 2 times leverage, our rate will be 25 basis points lower.

The closure of our new revolving senior credit facility completes the reconfiguration of our long-term financing structure. We moved from a single source of financing or bank debt to a combination of bank debt and bonds, and we moved from a single maturity date for all debt staggered maturities had come due in 2016, 2018 and 2020. And including the interest rates swaps we have in place, we have fixed either the absolute rate with the underlying LIBOR rate of 60% to 70% of our average expected debt for the next four years.

With our financing needs now secured for the foreseeable feature, I want to reiterate our philosophy on uses of cash. But first, let me update you on our operating cash outlook for 2011.

Operating cash flow has historically been relatively steady and predictable. This year is an exception. We project operating cash flow of about $120 million for fiscal 2011. Adjusting for the sale of Global Pro, operating cash flow will be about $210 million. That represents a decline from what we originally expected nearly $300 million with the difference primarily attributable to the drop-off in earnings.

We expect next year's operating cash flow to return to trend, plus some, as cash payments for variable compensation, the bulk of which typically occur in our first fiscal quarter, will be significantly less than the norm in Q1 of fiscal '12.

Despite the drop in earnings and operating cash flow this year, we like where we are at right now on debt leverage, about 1.9 times at quarter-end. And our go-forward objective is still to maintain leverage between 2 times and 2.5 times. Based on this, we do not anticipate debt repayment as a significant priority for future use of cash.

As we think about future uses of operating cash flow directionally, about two-thirds will be targeted for growth, equally divided between capital reinvestment and modest acquisitions, and the balance will be returned to shareholders. In the absence of attractive acquisitions, the amount returned to shareholders could be higher.

You’re seeing your commitment to capital discipline through execution of our share repurchase plan. We've remained active purchasers of SMG shares. During the third quarter, we repurchased 2.2 million shares, bringing our total repurchases to 4.5 million shares since this program was initiated in the fourth quarter of fiscal 2010.

In fact, we increased our repurchase program this year by amount roughly equal to the after-tax proceeds from the sale of Global Pro. We now expect to finish the year with a fully diluted weighted average share count slightly more than 66 million shares, with a more dramatic decline in fully diluted share count next year when we get full credit for shares repurchased in fiscal 2011.

As a reference point, we expect to end fiscal 2011 with approximately 61 million shares outstanding before dilutive common share equivalents, which will be the starting point for diluted EPS shares in fiscal '12.

I'll conclude my remarks by moving to one final item, some details regarding difference between our adjusted earnings and our GAAP earnings. Adjusted earnings for the quarter were $126.7 million or $1.91 per share. That compares with $110.6 million for $1.67 per share on a GAAP basis.

During the quarter, we recorded about $8 million for product registration and recall matters. On a year-to-date basis, that number is now $12 million. The charges in the quarter reflect those ongoing costs and reserves established for the anticipated resolution of these matters.

There are two other charges excluded from adjusted earnings this quarter: impairment and other charges of $10.3 million related to our U.S. proceed business; and $3.5 million for restructuring. The proceed charges are non-recurring in nature and represent the termination of several contracts related to this business, the most significant of which relates to settling of contingent purchased price element for our fiscal 2006 acquisition. We expect to be fully out of the U.S. proceed business sometime in 2012.

The restructuring charge relates to initial steps taken in the broader restructuring effort that Jim has already described, which we expect to conclude in our fiscal fourth quarter. We're currently projecting $15 million to $20 million in charges for the fiscal year as result of this effort.

With that, let we turn the call back to our operator so we can take your questions.

Question-and-Answer Session

Operator

(Operator Instructions) Our first question comes from the line of Bill Chappell with Suntrust.

Bill Chappell - Suntrust

First, just looking into what you're seeing at the math retail side and kind of what changes you're expecting going into the next year, have you permanently impaired some of that channel and focused more of your view efforts at more of the Home Depot, Lowe's, or how should we look at that?

Jim Hagedorn

I'll talk for a bit and hand it over to Barry and he can pick it up from there. The answer is no. Mass is an important channel for us and we need to succeed there. The issues in the channel, which I think probably you could say belonged to both us and the retailers, are something that we're in having good dialogue on and making progress on the merchandizing strategy for the channel. But it is something that we can't sort of walk away from and we don't want to and the retailers don't want us to.

So I think we're making progress on it, but we're disappointed in it for sure, and I don't think that the channel is happy with the numbers either.

Barry Sanders

I would add two things. One, that channel would have a higher proportion of economically-distressed consumers. So we're evaluating our opening price point in our mid-tear products to give them some better offerings. The other is differentiated merchandizing strategy that tends to be non-destinations, so better convenience items, and a merchandizing strategy that makes sense for the channel. And then the third area is how to effectively promote in that channel given that it's a non-destination channel.

Our relationship is good. We intend on winning and we're partnering with them, and we expect that to turn around going forward.

Bill Chappell - Suntrust

Switching gears to kind of gross margin and the outlook for next year, Dave, I understand that you can recover the penny profit, but not the margin in terms of pricing. But I'm just trying to understand why gross margins overall would be pressured, because I would imagine some of this year had to do with the operating leverage and less volume going through which presumably would be recovered with a 6% type growth next year in revenue.

Dave Evans

I agree that part of the sales mix issue we saw this year, we should see some recovery on, assuming normal weather. But I think that where we’re going to be more challenged next year is the commodity cost. Because of the inflation that we're currently expecting, clearly it's pretty volatile right now. That will overwhelm the benefit we'll get from the higher volume that will give us more leverage and the improved mix. It’s a matter of the scale over the numbers that will drive that preclusion.

Bill Chappell - Suntrust

I know you're locking urea starting pretty soon. But do you looking into that kind of oil, diesel, some of the other things that are pulling back now that maybe lock in a little bit longer than you normally would?

Dave Evans

We’re fairly fluid on our strategy for locking in. We’ve been staying on the sidelines until just recently. And I would tell you just in recent days we've now been getting into diesel for next spring. And within the last couple of weeks, we're starting to get into the market for urea. So we have been standing down, and I think that’s proven to be a good strategy based on what I see today. But we’re now engaging try to get those locked in, out of pace, more consistent with where we've historically been.

Bill Chappell - Suntrust

I know you’re not giving specific EPS guidance for next year, but I thought somewhere variable comp kind of related to like 10% earnings growth. So if we’re assuming that variable comp is coming back next year, should that be at least a floor?

Jim Hagedorn

Barry is nodding his head.

Bill Chappell – Suntrust

I hope he is nodding a yes.

Jim Hagedorn

Answer is it doesn’t assume things to stay where they are, put it that way.

Operator

Our next question comes from the line of Olivia Tong with Bank of America.

Olivia Tong - Bank of America

I was wondering if you could give more details on what is going to that 6%-plus sales number. How much would you expect for the new products versus normalized weather yearend and maybe some other things that go into that number?

Dave Evans

At this point, we still feel good about our longer-term guidance of total growth over the course of business cycle 46% annually. Given the pressure we saw from weather this year, we feel confident that we're going to be at the high-end or above the high-end of that range next year.

At this stage tough, it'll be in August. We're not prepared to provide a more detailed bridge of a clear range of growth for next year, other than to say we think that we're going to be at the high-end or slightly above the high-end of that range next year.

Olivia Tong - Bank of America

So is it fair to think then that any actions you may take in the mass channel will be more than offset by the easier comp relative to a normalized year?

Jim Hagedorn

Could you say it again?

Olivia Tong - Bank of America

Is it fair to assume that anything that you do next year to sort of built-up the mass channel again, potentially hurting the mix on that side, that's more than the impact of poor weather versus say a normalized weather next year that's enough of an offset?

Jim Hagedorn

I think there's assumption in your question that what we would do it'd be a lower margin to build that up, and I think that's a wrong assumption. And so as we offer them merchandizing and merchandizing strategies, we need to do that effectively at what we would consider good margins for our business. So I don’t think it would be an offset.

Olivia Tong - Bank of America

And then, how do you think about spending next year, again sort of thinking about the mass channel primarily. Do promo levels have to increase next year? And maybe you could give a little bit more color on some of the things that you are thinking about doing for next year realizing that plans are not necessarily in effect yet?

Jim Hagedorn

Well, we are going to be taking cost out of, I think what we called the bureaucracy of the business, but call it Marysville to fund more innovation work and completion of regionalization, all of that's mostly done, and more marketing/advertising. That we are going to do. What was the other part of the question?

This is one of the areas that I would say, we're not totally sure of what we're seeing out there. For sure, we believe in the lawn and garden business, there was a lot of promotional activity in fiscal year '11 and that consumers we are taking advantage of that.

I think, one of the questions we have is, how easy is to win. So I think what we are looking and saying, the level of promotional activity within the category needs to decline. That money is better spent on I think what we would think is more traditional brand building activities, as opposed to discounting. And I think, generally the retailers agree with that.

So I don't see a significant increase in the amount of promotional activity. I think, particularly in mass it has to be done better, more efficiently. And it has to be more impactful on driving volume, which in fiscal year '11, it was not. So I think there's a lot of work going into our Scotts and within our BDTs and our retail partners. And making that promotional spent more production than it has been.

Dave Evans

Olivia, I would say, we'll be less promotional, and like Jim said, we'll put more money into building our brands. But I think as far as our partnership with the retailers, we're going to work hard growing the category rather than trading footsteps, which was I think an issue this year.

Operator

And our next question comes from the line of Joe Altobello with Oppenheimer.

Joe Altobello - Oppenheimer

Just a couple of quick questions. First for Dave, in terms of the commodity cost you'd locked in for next year, what was percent of your raw materials need is locked in now? And what do that number look like at this time last year?

Dave Evans

Joe, the percent we have locked in right now is south of 10%. The number at this time last year was probably covering around 10%. So a low-single digit this year, we are just starting to begin buying in urea. And we literally just last week started buying into diesel. Last year at this time we were further ahead, because the market looked very different last year. We are much further ahead on urea than we are today.

Joe Altobello - Oppenheimer

But it's not that much of a difference, it sounds like, versus last year?

Dave Evans

Not that big. I mean historically, urea is the biggest item that we're buying ahead at this time in the year. We generally start with diesel in October. So we're actually starting earlier on diesel, but later on urea.

Joe Altobello - Oppenheimer

And then in terms of the commodity guidance for next year, it sounds like you're still implying about $60 million, $70 million, $80 million of headwinds next year. Is it fair to assume about half of that is going to be offset by pricing?

Dave Evans

This is $70 million, $80 million based on what we see today. I think it's a combination of both direct and indirect pricing, and revisitation of some of our trade programs are going to cover more than half of that cost increase. And then the balance of that cost increase will be coming from the cost productivity initiatives. I think we've got a long track record delivering cost increases in our supply chain. Those are being further accelerated this year, as we're also exploring some of the other things that we're exploring in our broader SG&A cost structure.

Joe Altobello - Oppenheimer

So more than half coming from pricing, it sounds like?

Jim Hagedorn

That was a nodding of yes.

Joe Altobello - Oppenheimer

And just one last one, if I could. In terms of restructuring, could you give us a little more color on what you're doing there and how quickly you might see the $25 million of savings?

Dave Evans

We're currently underway with that. We will take actions this quarter. And we would expect to get that value for next year.

Operator

And our next question comes from the line of Jeff Zekauskas with JPMorgan.

Jeff Zekauskas - JPMorgan

Urea is really up quite a lot. And you'd spoke about 6% sales growth next year, but to offset your urea costs you're going to have to raise price about 6%, at least if urea cost stay where they are? So why isn't your sales forecast much higher? Or are you banking on a decline in urea costs?

Dave Evans

Jeff, right now we're looking at the basket of our commodities going up in the range of $70 million to $80 million. So on sales of $3 billion, we'd be looking at just north of 2% to 3% pricing. But what we've told you is just in the last question, we're expecting to cover between pricing and programs something just north of that. I think it gives you a sense that the pricing we're looking at, it is in anything close to, I think you might use the number, 6%. It's a low-single digit pricing.

Jeff Zekauskas - JPMorgan

Isn't urea up $200 upon year-over-year?

Dave Evans

Right now, we're seeing urea in between $450 and $500. So last year, as I recall, it is a moving average. But we are probably in the lower 300s. So it's up about $100 to $150 a ton.

Operator

Our next question comes from the line of Alice Longley with Buckingham Research.

Alice Longley - Buckingham Research

This is fiscal '12. You think gross margins will probably be down and you're going to restore compensation, I guess despite whatever the result are? And your advertising ratio will go up?

Jim Hagedorn

I think we told, Bill, that the answer was not. No matter what the results are. No, I think we are looking to get back on what we around here call the CFO plan. And so there is an expectation of significant progress of getting back to where we should have been. And so the answer is, no. The incentive is based on some relatively challenging goals.

Alice Longley - Buckingham Research

Are operating margins going to be down next year, it sounds that way?

Dave Evans

Operating margins rates down next year, is that you're asking?

Alice Longley - Buckingham Research

Percentage of sales?

Dave Evans

We're going to see some pressure in the gross margin rate. And you might see some leverage in the SG&A rate. So I'd say, it's unlikely to see growth next year. I think it's too early to say how much and what the range of any decline would be.

Alice Longley - Buckingham Research

Probably down, but the SG&A ratio providing some positive leverage, partly offsetting the gross margin decline?

Dave Evans

Yes

Alice Longley - Buckingham Research

And then, I was unclear about what you were saying with shares outstanding. You said something about 56 million shares. What should we use for shares outstanding for next year, because the number seemed to be quite different from what I've been using?

Jim Hagedorn

Well, what I said was for this year slightly more than 66 million. I didn't give a precise number for fully diluted shares count for next year. But what I said was we start the year with around 61 million shares outstanding. Those are basic shares outstanding, Alice.

Alice Longley - Buckingham Research

And then you add about 1 million for delusion right?

Jim Hagedorn

Well, there's common stock equivalence that can add it back. And then the other two parts are equity delusion. Then we have an offset for continued share repurchases next year.

Alice Longley - Buckingham Research

But some of the share repurchases offset the options. Is it good number for next year to use this 62 million diluted shares outstanding or something lower, because the shares repurchased will more than offset the option in exercising maybe?

Dave Evans

This would be very tentative, because we're still making assumptions about a share repurchase program for the next year. But tentatively, I think a number 61.5 million or 62.5 million for next year is probably a reasonable place to be at this early date.

Alice Longley - Buckingham Research

And what will be interest expense when look like for next year, because I know that's going up. I've been using 63, is that still good?

Dave Evans

So really we're planning on giving detailed one-by-one guidance on this call, going down the P&L. Alice, I'm not sure that anything that I've said in prior conversations and we give longer-term guidance would change at this point.

In February, the comments we made are probably still pretty good targets. We saved more this year, because we deferred the facility later in the year, but it really doesn't impact next year. The growth year-over-year is probably going to be a little bit bigger than what we said in February. But the absolute number for next year, that's a good place to start going back to what we said in February.

Alice Longley - Buckingham Research

And I guess my last question is, obviously, we're all concerned about weak demand right now. And your weak demand is coming along with following commodity prices. In making those comments about gross margin for next year probably being down, are you using old prices sort of where they are now? Or what is your assumption?

Jim Hagedorn

I conditioned caveat in my comments. They've been moving fairly quickly, we're seeing diesel for next spring move, subsequently just in the last three to four business days. The numbers we're using that we've been talking through are now up to eight in terms of the last couple of business days.

But I'd also say, it's a little premature and try to read longer-term trends into what's happened in the last two to three business days. But what I did say was that global economic conditions could result in easing of some of our commodities. And so that would be helpful. Although, we have not built that, the last two to three days into these.

Alice Longley - Buckingham Research

Have you been assuming $90?

Jim Hagedorn

Probably some north of that, Alice. I want to like throw in there this idea of easing demand and maybe you're talking on commodities. I think what's important for everybody to remember is how the business performed when the spring was behaving normally.

And so I want to get back to consumer demand, in regard to lawn and garden products. And just say, we went into a call at April 1st, like almost up 15% POS. And I got to say, while gasoline prices went up and I think there was a fall in people's attitude about the world and the economy in general, a lot of what we had expected to see, we did see, when the weather was good.

And so our hope is that we're not seeing any sort of fundamental change in consumer demand or attitude toward lawn and garden. In fact, our research shows that people continue to be in lawn and garden as a kind of refuge and something they can do in cocoon, and at home, et cetera. So it is really difficult to read what's happening right now, And because you look at it all based on the weather and we think the major component was weather and sort of a channel issue.

Alice Longley - Buckingham Research

Well, is that true when POS is on 3% this year, why would you assume it's only up 6% next year? Why would you assume stronger comp on annual sales growth rate over two years?

Jim Hagedorn

I'll tell you what, I remember riding around in a car with you somewhere out in like the Rockies. I think where you said never over-promise, do you remember that?

Alice Longley - Buckingham Research

Yes.

Jim Hagedorn

So I think this is a number where we feel pretty comfortable with. But listen, we came out of this feeling beat-up pretty hard out of this year, and not used to seeing this. We just got down with the Board meeting where we're trying to explain what happened. I think we feel pretty good about it that we understand it and I hope we do. But there's a lot going on the in the economy right now, and we're just not trying to sort of get ahead of ourselves.

Alice Longley - Buckingham Research

And just one final thing on the urea. Could you give us an update on this idea that market perhaps is coming on stream, so urea prices will at some point follow that?

Dave Evans

Alice, what we said in the past, we still believe to be the case, which is we see starting later in 2012, more global capacity coming on line, which are holding all other variables constant is going to be a positive in putting some downward pressure for fiscal '13. Because of the way we hedge and the turns we get. As you're aware we always see a delayed impact on that. So yes, it's more realistic to expect that benefit in '13.

Operator

And our next question comes from the line of Jim Barrett with C.L. King & Associates.

Jim Barrett - C.L. King & Associates

Jim or Dave could you even in broad strokes attempt to quantify the percentage contribution to the profit shortfall of the weather versus inefficient promotional spending versus your performance in mass merchandisers?

Jim Hagedorn

This is major, major swag. But I think we said that we think that slightly more than half of the midst is related to the weather. Of the reaming called something less than 50%. Probably split about 50-50 between sort of things we worked on and didn't work out as well as we hoped.

And my view on that just so we're clear is, the team was highly motivated to try to recapture sales. I think had we seen the weather correct we would have caught that back, it didn't. And so we put it down as a error, but we tried. So if that was about half of the half, I'd say the channel was probably the other half or call about 25% of the midst.

Jim Barrett - C.L. King & Associates

And then the follow-up Jim, within mass merchandisers, could you rank order the promotional intensity by category in terms of where the opening price point competition is impacting your business?

Barry Sanders

I would say the primary area would be the bug and weed area. And then a whole different scenario with what happed with grass seed this year.

Operator

Our next question comes from the line of Connie Maneaty with BMO Capital Markets.

Connie Maneaty - BMO Capital Markets

I also have questions about the SG&A and restructuring savings. They seem like a very big dollar amount, but there still isn't a whole lot of detail. So what are the projects in restructuring that you're doing? And secondly, you said you were saving $20 million to $25 million in SG&A, but that's separate from the restructuring. So what's happening there and what's the timeframe on those savings?

Jim Hagedorn

I'll deal with the first part of the question, which is what is the detail on first part. We've been working really hard, I'd say with Denise, Barry and Dave Evans, who is responsible for the strategy group now on what we'd call spans and layers.

And as we have simplified the business and gotten rid of things that we didn't think were sort of core to us, we've also taken a look at how many bosses do we need around here and what's the span of control. So how many layers do we have and what's the span that each sort of Director has.

So the first component, which was approximately $25 million taken the charge in this quarter, that's a headcount, and that is certain. And it's really just related to the project of what we've called spans and layers here.

So we think it's important to making the business more controllable and putting the senior folks, including myself, very closer to the action. And so we think the business can be made simpler. We think we can decisions faster. And that agility we think is good for all kinds of reasons and free of money to invest in things that we think are more productive.

The other part of that is what we call indirect savings. And, Dave, if you want to take that one?

Dave Evans

So the indirect savings are something that what Jim talked about earlier was that is not something we are expecting to realize entirely in '12. That's going to be more over a two to three-year period. We expect to realize amount up to the equivalent value to the restructuring side.

An example of the type of activity we are looking at there is trying to streamline the number of vendors we use across a variety of spending areas where if we do analysis for spend we'll finally bifurcate the spending across a very large population of vendors. It's a simple process of trying to consolidate those leverage or scale and competitively bid out the product or service that we're purchasing.

And so it's been a detailed process, going through all of our spending, quantifying and prioritizing these efforts, and then examining how long the current duration of commitments we have are today, which is what allows us to schedule out what we can expect to realize in '12, '13 and what may take even in the '14 to get in that area.

Connie Maneaty - BMO Capital Markets

And on reducing the complexity, how many layers of management did you have and what's the headcount reduction number or a percentage that you're going to?

Barry Sanders

As we looked at the layers, we were up to nine layers. We've taken steps to take that down one or two immediately, and we’re going to continue to reevaluate that going forward. What I would also say is it tends to be skewed to the higher level people in our organization. So I am not going to a specific headcount reduction, but it tends to be highly compensated people, as Jim has said, that as we've streamlined our business model and our portfolio, we don’t need as many Director level and above to manage our organization.

Connie Maneaty - BMO Capital Markets

There is better price of $29. It seemed to me that when you put it in test, you were looking at price points of $39 to $79 or better. So at this lower price point, did you need to redesign it, are there fewer features, or did you take a lot on the spread and make it up on the bags, I guess, put into it?

Barry Sanders

We did go out of those higher price points, Connie, and what we discovered was that the spreader itself, as we spoke with consumers, was falling more of a durable lifecycle replacement than a new product introduction and other products that we've had. And what we found is that when the consumer buys the product that it's getting phenomenal scores on the satisfaction with what the consumer is actually using the product. And we found that they tend to buy and put down more applications of product than on our traditional bag.

What we've said is we need to accelerate getting the number of spreaders out there. It puts them in our franchise. It’s a proprietary interface and will allow us to accelerate the lifecycle of the product and ultimately ramp up the sales much faster than keeping it at that $39 or $49 price point.

Jim Hagedorn

I'd only add that the reason we did test it was to test multiple price points to identify how to maximize the value of the consumer in this franchise. And the number came out to be, if we could get to a net $29.99 number and you have promotion, that’s the number that maximized our total return over the lifetime of the product.

Operator

Our next question comes from the line of Mark Rupe with Longbow Research.

Mark Rupe - Longbow Research

A follow-up on the Snap system. I know that when you're testing it, it's obviously a different SKU and the retailer has to probably position it a little bit differently on the floor, different shelf space and the like. The stores and the markets that you tested this year, how did they manage the inventory? Was it any different than your regular business and just expectations on the inventory management of that product as you roll it out nationwide next year?

Jim Lyski

We saw a whole range of ways to merchandise this product, and that was another benefit of conducting the test. We saw everything from just put it on to the shelf, to an encap, to an on-floor and merchandising display. And we saw different takeaway rates at the different display types. So we've identified that there is a couple of good places to help this, i.e., like an encap or kind of an on-floor display where the uptake is much, much stronger. And we've worked with our sales force now to identify those best practices and push those out during the 2012 season.

Mark Rupe - Longbow Research

And then on Expand 'n Gro, any learnings on the test that you had in the select markets this year?

Jim Lyski

Yes, we also had learnings from that too. The first one was once again merchandising matters. It's a competitive advantage that we have. And when we merchandise effectively, we have a good takeaway rate with that product. The second one is that we're expanding the Expand 'n Gro test to the State of Texas this year. As you guys probably all know, they've had a very difficult weather year with a 100-year drought.

And when Expand 'n Gro is added to the soil and gardens, we see a tremendous performance benefit. And so we're going to be positioning the product to be much more oriented towards soil amendment or just the garden soil next year in the State of Texas. And we'll see how that test goes, but all indications are it will be smash hit in that positioning.

Barry Sanders

I just want to add my two cents. One, I think we are using the product in Europe and saw pretty good results. Second, from an R&D point of view, we have never seen sort of immediate results this good, particularly as a soil amendment. And so this Texas work we're going to do next year, which is to really focus the product a little more on being a soil amendment and sort of reducing the confusion as to what is this product, it's just important to remember this is the product we have seen crazy good results from sort of how plants grow in this product when it's used correctly. So this is a major innovation in home lawn and garden (inaudible).

We're just spending a lot of time trying to understand to make sure that consumer understands what the product does and then price it accordingly, because it's a major innovation.

Mark Rupe - Longbow Research

And then just lastly, how are you guys or how are the retailers approaching the fall business given the difficult summer?

Dave Evans

From the fall business, it's a brand new season. The weather has taken its toll on the lawns, and I would say that they're going to approach it the same as they have in the past. So we expect that the business will be up this fall again, the way it has been in the past previous years.

And part of the advantage of the fall is relative to the spring business, it's always been a much lower size business. And so there is tremendous upside and the consumer gets the best results if they fertilize in the fall. And so we're going out with normal promotional activity and I expect that retailers are going to do the same.

Operator

Our next question comes from the line of Jason Gere with RBC Capital Markets.

Jason Gere - RBC Capital Markets

I just want to talk a little bit more about regionalization. Just where you need to keep tweaking the model, it's still in its infancy. Talk about the best practices of some of the regions performing better. I guess the way to look at it is the weather has obviously been in favor and regionalization certainly has played out well in this year. Obviously the weather was adversely playing with you. So regionalization, I just wanted to get a more bigger color like is there bigger tweaks or do you think it's broadly in line with what you said out a couple of years of ago?

Jim Hagedorn

This was a year where we just had terrible weather and everybody was just working really hard to survive. The changes that have to happen as we streamline Marysville and continue to push up the regions gets back to regional products, or really you could the words to local products designed for local consumer needs.

That is really just beginning to happen now. And if you look at sort of what Lyski and R&D are working on, on products or within sort of the M&A side that Dave and his group are working on, what you're seeing is a much more of a focus on meeting those needs. And that ultimately is when you're going to see regionalization really work or not is when we have products in the Southeast that are different than the Northwest. And that really hasn't happened yet.

So I would say we need a little more ordinary dudes who are not fighting for their life and actually able to demand products that they need, but that Marysville has to change as well to be responsive to those products. And that the work that happens in the regions and the work that's going to happen in our marketing group, as we reckon that money out of sort of bureaucracy of spans and layers into sort of consumer intelligence, which is where we are going to spend more money, is getting smarter on the consumer and both doing that locally and out of Marysville marketing.

I think that's when you're really going to see the difference. And that's hugely important. I think that was a pretty good answer.

Jim Lyski

I would say regionalization is in itself changed to our business model going from a centralized organization to a decentralized organization. Two of the five regions in the U.S. were brand new this year. And so they really got their earnings in a really bad business condition. And so I think whether to Jim's point said as back as far as getting to the model and the behaviors that we want.

But if you go back to the original business case of what we're trying to accomplish, getting closer to the local consumer, better retailer relationships with the people that are regional retailers and then responsiveness and deploying the ability to manage out into the field, all of those things we remain committed to, plus the original business case of those market share opportunities that are out in the region are still there. And we are building that business model to be able to do that.

And so I can go to a list of things that were good this year, much better relationships with the local communities. We're building regional capability to better partner with the states and their regulatory agencies as well as some specific wins across all of the regions with some local retailers. And then to Jim's point, the flow of product ideas that are coming in here, it's a matter of how much capacity do we have, because there are so big of opportunities coming through that we need to prioritize those.

So we remain committed. The business case is still there. And we had some learnings this year and we'll move on and make it better next year.

Operator

And our final question comes from the line of Reza Vahabzadeh with Barclays Capital.

Reza Vahabzadeh - Barclays Capital

Actually my questions have asked and answered.

Jim King

Thank you, everybody, for being with us this morning. If there are follow-up questions or things that we didn't get to, you are free to give me a call. It's Jim King, 937-578-5622. Otherwise we'll talk to you again when we report our yearend results in early November. Thanks and have a great day.

Operator

Thank you, ladies and gentlemen. This does conclude today's conference call. You may now disconnect.

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