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): April 24, 2003
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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 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 April 24, 2003 containing
information regarding the Registrant's results of
operations or financial condition for the fiscal
quarter ended March 29, 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 April 24, 2003, The Scotts Company issued a press release
reporting its second 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.
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
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: April 24, 2003 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
Exhibit Number Description
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99.1 Press Release issued April 24, 2003
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