UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 2009
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
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| Ohio
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1-11593
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31-1414921 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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14111 Scottslawn Road, Marysville, Ohio
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43041 |
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(Zip Code) |
Registrant’s telephone number, including area code: (937) 644-0011
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operation and Financial Condition
On July 29, 2009, The Scotts Miracle-Gro Company (“the Company”) issued a News Release concerning
information regarding its results of operations for the three and nine month periods ended June 27,
2009 and its financial condition as of June 27, 2009. The News Release is attached hereto as
Exhibit 99.1.
The News Release includes the following non-GAAP financial measures as defined in Regulation G:
Adjusted net income and adjusted diluted income per share — These measures exclude charges
or credits relating to refinancings, impairments, restructurings, product registration and
recall matters, and other unusual items such as costs or gains related to discrete projects
or transactions that are apart from and not indicative of the results of the operations of
the business.
Adjusted EBITDA — This measure is provided as a convenience to the Company’s lenders because
adjusted EBITDA is a component of certain debt compliance covenants. Adjusted EBITDA, as
defined by the Company’s credit facility, is calculated as net income or loss before
interest, taxes, depreciation and amortization as well as certain other items such as the
impact of discontinued operations, the cumulative effect of changes in accounting, costs
associated with debt refinancing and other non-recurring, non-cash items affecting net
income. The Company’s calculation of adjusted EBITDA does not represent and should not be
considered as an alternative to net income or cash flow from operations as determined by
accounting principles generally accepted in the United States of America. The Company makes
no representation or assertion that adjusted EBITDA is indicative of its cash flows from
operations or results of operations. The Company has provided a reconciliation of net income
to adjusted EBITDA solely for the purpose of complying with Regulation G and not as an
indication that adjusted EBITDA is a substitute measure for income from operations.
The Company’s management believes that the disclosure of these non-GAAP financial measures provides
useful information to investors or other users of the financial statements, such as lenders.
Item 9.01. Financial Statements and Exhibits.
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(a) |
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Financial statements of businesses acquired: |
Not applicable.
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(b) |
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Pro forma financial information: |
Not applicable.
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(c) |
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Shell company transactions: |
Not applicable.
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| Exhibit No. |
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Description |
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99.1 |
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News Release issued by The Scotts Miracle-Gro Company on July 29, 2009 |
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