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): January 27, 2004
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THE SCOTTS COMPANY
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(Exact name of registrant as specified in its charter)
OHIO 1-13292 31-1414921
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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 January 27, 2004 containing
information regarding the Registrant's results of
operations or financial condition for the fiscal
quarter ended December 27, 2003
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 January 27, 2004, The Scotts Company issued a press release
reporting its first 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 loss, (2) adjusted
diluted loss 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 loss, adjusted EBITDA and adjusted diluted
loss 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 loss and adjusted
diluted loss 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.
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SIGNATURES
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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.
THE SCOTTS COMPANY
Date: January 27, 2004 By: /s/ Christopher L. Nagel
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Christopher L. Nagel, Executive Vice President
and Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit Number Description
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99.1 Press Release issued January 27, 2004
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