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): November 5, 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 November 5, 2009, The Scotts Miracle-Gro Company (“the Company”) issued a News Release
concerning information regarding its results of operations for the three and twelve month periods
ended September 30, 2009 and its financial condition as of September 30, 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
(loss) and adjusted diluted income (loss) 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.
Free cash flow — This annual measure is often used by analysts and creditors as a measure of a
company’s ability to service debt, reinvest in the business beyond normal capital expenditures,
and return cash to shareholders. As defined by the Company, free cash flow is equivalent to cash
provided by operating activities as defined by generally accepted accounting principles less
capital expenditures. The Company has provided a reconciliation of net income to free cash flow
solely for the purpose of complying with Regulation G and not as an indication that free cash
flow is a substitute measure for cash provided by operating activities.
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: |
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Not applicable. |
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(b) |
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Pro forma financial information: |
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Not applicable. |
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(c) |
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Shell company transactions: |
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Not applicable. |
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(d) |
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Exhibits: |
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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 November 5, 2009 |
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