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): May
5,
2008
The
Scotts Miracle-Gro Company
(Exact
name of registrant as specified in its charter)
Ohio
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1-13292
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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 43041
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(Address
of principal executive offices) (Zip Code)
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(937) 644-0011
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(Registrant’s
telephone number, including area code)
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Not
applicable
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(Former
name or former address, if changed since last report)
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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:
o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 2.02.
Results of Operation and Financial Condition
On May
5, 2008, The Scotts Miracle-Gro Company (“the Company”) issued a News Release
concerning information regarding its results of operations for the three and
six
month periods ended March 29, 2008 and its financial condition as of
March 29, 2008. The News Release is attached hereto as Exhibit 99.1.
The
News
Release includes the following non-GAAP financial measure 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 recalls, and other unusual items as such costs or gains relate 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 effecting 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:
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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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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 May 5,
2008
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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THE
SCOTTS MIRACLE-GRO COMPANY
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Dated:
May 5, 2008
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By: |
/s/
David C. Evans
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Printed
Name: David C. Evans
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Title:
Executive Vice President and Chief Financial
Officer
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INDEX
TO
EXHIBITS
Current
Report on Form 8-K
Dated May
5, 2008
The
Scotts Miracle-Gro Company
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 May 5,
2008
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