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 27, 2004
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The Scotts Company
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(Exact name of registrant as specified in its charter)
Ohio 1-11593 31-1414921
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
14111 Scottslawn Road, Marysville, Ohio 43041
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (937) 644-0011
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Index to Exhibits is on Page 4.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) None required.
(b) None required.
(c) Exhibits.
99.1 Press Release issued July 27, 2004 containing information
regarding the Registrant's results of operations and financial
condition for the three and nine months ended June 26, 2004
ITEM 9. REGULATION FD DISCLOSURE (UNDER ITEM 12)
The information set forth under this Item 9 is being furnished, not filed,
pursuant to Item 12 of this Report on Form 8-K.
On July 27, 2004, The Scotts Company issued a press release reporting its
third quarter financial results. The press release is attached to this Report
as Exhibit 99.1.
The press release includes the following non-GAAP financial measures as
defined in Regulation G: (1) adjusted net income, (2) adjusted diluted earnings
per share, (3) EBITDA and (4) adjusted EBITDA. The Registrant'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.
As to adjusted net income, adjusted EBITDA and adjusted diluted earnings
per share, the excluded items are costs or gains for discrete projects or
transactions related to the closure, downsizing or divestiture of certain
operations that are apart from and not indicative of the results of the
operations of the business. Also excluded from adjusted net income and adjusted
diluted earnings per share are the costs incurred to refinance the long term
debt of The Scotts Company.
EBITDA and adjusted EBITDA are provided as a convenience to the
Registrant's lenders because EBITDA is a component of certain debt compliance
covenants. The Registrant makes no representation or assertion that EBITDA or
adjusted EBITDA are indicative of its cash flows from operations or results of
operations. The Registrant has provided a reconciliation of EBITDA to income
from operations solely for the purpose of complying with Regulation G and not as
an indication that EBITDA is a substitute measure for income from operations.
SIGNATURES
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, thereunto duly authorized.
THE SCOTTS COMPANY
/s/ Christopher L. Nagel
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Christopher L. Nagel,
Date: July 27, 2004 Executive Vice President and
Chief Financial Officer