Unassociated Document
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): October 31,
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
October 31, 2008, 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, 2008 and its financial condition
as
of September 30, 2008. 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/recalls, 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.
Pro
forma
adjusted net income and pro forma adjusted diluted income per share - These
measures include interest expense and diluted shares which have been computed
as
if the recapitalization transactions were completed as of October 1, 2006
for
fiscal 2007.
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.
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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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 October 31,
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:
October 31, 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
October 31, 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 October 31,
2008
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