8-K

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): June 30, 2009

AEROGROW INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-33531		46-0510685
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
	6075 Longbow Dr. Suite 200, Boulder, Colorado		80301
	(Address of Principal Executive Offices)		(Zip Code)

Registrant's Telephone Number, Including Area Code:  (303) 444-7755

Check the appropriate box below if the Form 8-K 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)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition.

On June 30, 2009, AeroGrow International, Inc. (“AeroGrow,” or the “Company”) issued a press release announcing the Company’s operational results for the three and twelve months ended March 31, 2009.

The information contained in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Item 7.01.  Regulation FD Disclosure.

The information contained in Item 2.02 is herein incorporated by reference.

On June 30, 2009, the Company issued a press release to announce that it completed a private placement of shares of its Series A preferred stock and warrants to purchase preferred stock to accredited and institutional investors.  A copy of this press release is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Item 9.01.  Financial Statements and Exhibits.

(d)   Exhibits.  The following exhibit is furnished with this Form 8-K:

Exhibit No.	Description
99.1	Earnings Press Release dated June 30, 2009
99.2	Private Placement Press Release dated June 30, 2009

The information contained in Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Portions of this report may constitute “forward-looking statements” as defined by federal law.  Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different.  Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995.  Additional information about issues that could lead to material changes in the Company’s performance is contained in the Company’s filings with the Securities and Exchange Commission.

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.

	AeroGrow International, Inc.
Date: June 30, 2009	By:	/s/ H. MacGregor Clarke
		H. MacGregor Clarke
		Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Earnings Press Release dated June 30, 2009
99.2	Private Placement Press Release dated June 30, 2009

EX-99.1

Exhbit 99.1

AeroGrow Reports Results for Fourth Quarter and Year Ending March 31, 2009

·   Revenue of $5.9 million for the quarter

·   Revenue of $37.4 million for the full year

·   $7.6 million recapitalization completed June 30, 2009

Boulder, CO - June 30, 2009 - AeroGrow International, Inc. (OTCBB:AERO - News) ("AeroGrow" or the "Company"), makers of the AeroGarden® line of indoor gardening products, announced results for the quarter and year ended March 31, 2009.

For the fiscal year ended March 31, 2009, AeroGrow reported revenue of $37.4 million, down 2.4% from the year ended March 31, 2008. Overall, the decline reflected the impact of the slowdown in economic activity in the United States that began in the calendar fourth quarter. AeroGrow reported a net loss for the year of $10.3 million, or an $0.82 loss per share, from a loss of $9.8 million, or an $0.84 loss per share, for the year ended March 31, 2008.

AeroGrow also announced that on Tuesday, June 30, 2009, it completed a $7.6 million recapitalization including the conversion of $1.4 million in accounts payable to long-term debt, the amendment of terms of its senior secured revolving credit facility, and other fundraising, as detailed in concurrent releases today. 

“Our financial results mirrored that of the overall economy as our high-growth strategy ran into the sudden, severe and unforeseen market contraction,” said AeroGrow CEO Jerry Perkins.  “The speed of the contraction left us with far too much product on the shelves both at retail and in inventory, and this has dramatically impacted our wholesale shipments, marketing spend and overall sales for the last two quarters.  The rate of deceleration was significant – we went from a 60% year-over-year increase in sales in the first two quarters of the year, to finishing the fiscal year about flat versus the previous year.

“The economic crisis forced us to quickly shift from targeting double digit growth to targeting the cost containment, overhead reduction and recapitalization needed to survive the downturn and preserve the long-term equity in the products and brand that we’ve built. In the last few months we’ve executed initiatives that reduce our costs by about $10 million annually, and we’ve just completed a major restructuring of our balance sheet. Our lenders, vendors and shareholders have supported this transition because consumer demand for AeroGardens has remained strong, validating the consumer proposition for the product category we’ve defined and built. We saw a better than 20% increase in the recurring revenue side of our business, and home vegetable gardening has seen double-digit increases this year. This burgeoning interest in home growing leaves us uniquely positioned to benefit in the coming months and years.”

The year ended March 31, 2009, represented AeroGrow's third full fiscal year of operations. The following table sets forth our quarterly financial results for the last 12 months of operations:

QUARTERLY CONDENSED FINANCIAL INFORMATION (UNAUDITED)

	FISCAL YEAR ENDED MARCH 31, 2009
	Quarter Ended
	30-Jun-08			30-Sep-08		31-Dec-08			31-Mar-09			Fiscal Year
Total Revenue	$	6,720,081		$	13,854,930	$	11,010,885		$	5,863,972		$	37,449,868
Operating expenses
Cost of revenue		3,686,823			8,026,325		7,558,322			4,439,317			23,710,787
Research and development		725,415			416,778		703,133			301,167			2,146,493
Sales and marketing		3,449,883			2,875,729		4,704,912			2,742,298			13,772,822
General and administrative		1,518,712			1,902,113		2,037,797			1,584,769			7,043,391
Total operating expenses		9,380,833			13,220,945		15,004,164			9,067,551			46,673,493
Total other (income) expense, net		156,597			215,615		408,943			308,734			1,089,889
Net profit (loss)	$	(2,817,349	)	$	418,370	$	(4,402,222	)	$	(3,512,313	)	$	(10,313,514	)
Net profit (loss) per share, basic and diluted	$	(0.23	)	$	0.03	$	(0.35	)	$	(0.26	)	$	(0.82	)

For the fiscal year ended March 31, 2009, our net sales totaled $37,449,868, a decrease of 2.4% from the fiscal year ended March 31, 2008.  The sales decrease reflected the impact of the sudden disruptions in the global credit markets, the decline in general economic activity, and the consequent decline in consumer spending that occurred in the second half of our fiscal year.  In the first half of the fiscal year (the six month period ended September 30, 2008), our sales increased almost 64%, reflecting our greatly expanded distribution through our retailer customers; however, the sudden change in the economic environment resulted in our sales declining 35% in the second half of the fiscal year.  The impact of the economic downturn on sales was experienced in both our sales to retailer customers and in our direct-to-consumer business.

In our international business sales increased 214% year-over-year, principally reflecting the comparison to a partial year of operations in the prior fiscal year.

Our sales to retailers were also adversely impacted during the second half of the fiscal year by an unusually high level of sales allowances, totaling $2,077,622, that we recognized to reflect our cost of supporting discounting programs executed by some of our largest retailer customers.

Our gross margin for the fiscal year ended March 31, 2009, was 37%, down from 40% in the prior year.  The reduction in margin reflected a number of factors including the unusual sales allowances (which reduced sales and gross profit), inventory reserves we established during the year, and the increased percentage mix of our sales that came from our lower-margin international operations.  Partially offsetting these negative impacts were cost reductions we achieved in our manufacturing and distribution operations, most notably resulting from the opening of a company-operated distribution facility in Indianapolis, Indiana, in July 2008.

Operating expenses other than cost of revenue for the fiscal year ended March 31, 2009, decreased $1,811,487, or 7%, reflecting reduced spending in our sales and marketing operations and in our research and development operations.   In both cases, the declines reflected cost saving actions, including headcount reductions, taken in the second half of the fiscal year in response to the sudden decline in sales volume we experienced.  Offsetting the decline in sales and marketing and research and development expense was a year-over-year $958,563 increase in general and administrative expense.  This increase principally reflected severance expense of $362,271, amortization of debt issuance costs of $243,937, and a $414,831 increase in depreciation and amortization, partially offset by the net impact of cost reduction actions taken during the year.

Other expense for the fiscal year ended March 31, 2009, principally interest expense, increased $646,870 to $1,089,889 from the prior fiscal year, reflecting the higher proportion of debt in our capital structure during the year.  Our net loss totaled $10,313,514 for the fiscal year ended March 31, 2009, $477,593 higher than the prior year, as the increase in other expense more than offset the decline in our loss from operations.

CONDENSED STATEMENTS OF OPERATIONS

	Three months ended March 31,									Twelve Months ended March 31,
	2009			2008			2007			2009			2008			2007
Revenue
Product sales	$	5,863,972		$	11,156,855		$	6,434,179		$	37,449,868		$	38,356,676		$	13,144,037
Operating expenses
Cost of revenue		4,439,317			6,688,734			3,619,356			23,710,787			22,975,385			8,404,507
Research and development		301,167			764,671			568,760			2,146,493			2,605,112			2,113,255
Sales and marketing		2,742,298			4,995,015			2,831,764			13,772,822			16,084,353			7,117,613
General and administrative		1,584,769			2,405,331			1,378,373			7,043,391			6,084,728			4,050,312
Total operating expenses		9,067,551			14,853,751			8,398,253			46,673,493			47,749,578			21,685,687
Profit (loss) from operations		(3,203,579	)		(3,696,896	)		(1,964,074	)		(9,223,625	)		(9,392,902	)		(8,541,650	)
Other (income) expense, net
Interest (income)		(3,842	)		(13,191	)		(18,665	)		(6,285	)		(115,070	)		(176,173	)
Interest expense		312,576			131,408			51,149			900,213			558,089			356,594
Interest expense - related party		-			-			-			195,961			-			-
Other income		-			2,929			-			-			-			-
Registration rights penalty		-			-			-			-			-			1,664,380
Total other (income) expense, net		308,734			121,146			32,484			1,089,889			443,019			1,844,801
Net profit (loss)	$	(3,512,313	)	$	(3,818,042	)	$	(1,996,558	)	$	(10,313,514	)	$	(9,835,921	)	$	(10,386,451	)
Net profit (loss) per share, basic and diluted	$	(0.26	)	$	(0.32	)	$	(0.19	)	$	(0.82	)	$	(0.84	)	$	(1.09	)
Weighted average number of common shares outstanding, basic and diluted		13,342,877			12,066,080			10,121,762			12,519,999			11,662,891			9,505,926

CONDENSED BALANCE SHEET

	3/31/2009			3/31/2008
ASSETS
Cash	$	332,698		$	1,559,792
Restricted Cash		438,331			86,676
Accounts Receivable		2,278,052			2,412,101
Other Receivables		332,059			422,530
Inventory		8,350,135			4,688,444
Prepaid Expenses and Other		565,454			762,013
Total Current Assets		12,296,729			9,931,556
Property and Equipment		1,768,369			1,830,646
Other Assets
Intangible Assets		231,590			56,263
Deposits		110,776			101,164
Prepaid Loan Issuance Costs		201,726			-
Total Other Assets		544,092			157,427
Total Assets	$	14,609,190		$	11,919,629
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Current Portion - Long Term Debt	$	1,099,060		$	128,927
Due to Factor		-			1,480,150
Accounts Payable		8,338,559			3,023,366
Accrued Expenses		2,318,670			2,452,025
Customer Deposits		246,728			232,200
Deferred Rent		57,283			65,037
Total Current Liabilities		12,060,300			7,381,705
Long Term Debt		5,547,144			129,373
Long Term Debt - Related Party		1,233,371			-
Stockholder's Equity
Preferred Stock		-			-
Common Stock		13,343			12,076
Additional Paid-In Capital		45,696,630			44,024,559
Accumulated (Deficit)		(49,941,598	)		(39,628,084	)
Total Stockholder's Equity		(4,231,625	)		4,408,551
Total Liabilities and Stockholders’ Equity	$	14,609,190		$	11,919,629

SALES BY CHANNEL (UNAUDITED)

	Three months ended March 31,									Twelve Months ended March 31,
Product Revenues	2009			2008			2007			2009			2008			2007
Sales- Retail	$	3,048,651		$	5,785,314		$	4,189,871		$	22,820,944		$	23,910,782		$	8,949,042
Sales- Direct to Consumer		2,731,362			5,013,133			2,244,308			12,304,018			13,704,717			4,194,995
Sales - International		83,959			358,157			-			2,324,906			741,177			-
Total	$	5,863,972		$	11,156,604		$	6,434,179		$	37,449,868		$	38,356,676		$	13,144,037
% of Revenues
Sales- Retail		51.99	%		51.86	%		65.12	%		60.94	%		62.34	%		68.08	%
Sales- Direct to Consumer		46.58	%		44.93	%		34.88	%		32.85	%		35.73	%		31.92	%
Sales - International		1.43	%		3.21	%		0.00	%		6.21	%		1.93	%		0.00	%
Total sales		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%

SALES BY PRODUCT CATEGORY (UNAUDITED)

	Three months ended March 31,									Twelve Months ended March 31,
Product Revenues	2009			2008			2007			2009			2008			2007
AeroGardens	$	4,189,614		$	8,934,285		$	5,464,416		$	29,134,960		$	31,540,407		$	11,520,202
Seed Kits and Accessories		1,674,358			2,222,319			969,763			8,314,908			6,816,269			1,623,835
Total	$	5,863,972		$	11,156,604		$	6,434,179		$	37,449,868		$	38,356,676		$	13,144,037
% of Revenues
AeroGardens		71.45	%		80.08	%		84.93	%		77.80	%		82.23	%		87.65	%
Seed Kits and Accessories		28.55	%		19.92	%		15.07	%		22.20	%		17.77	%		12.35	%
Total		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%

About AeroGrow International, Inc.

Founded in 2002 in Boulder, Colorado, AeroGrow International, Inc. is dedicated to the research, development and marketing of the AeroGarden line of foolproof, dirt-free indoor gardens. AeroGardens allow anyone to grow farmer's market fresh herbs, salad greens, tomatoes, chili peppers, flowers and more, indoors, year-round, so simply and easily that no green thumb is required. See www.aerogrow.com.

FORWARD-LOOKING STATEMENTS

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements by Jerry Perkins, and/or the Company, statements regarding growth of the AeroGarden product line, optimism related to the business, expanding sales, and other statements in this press release are forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995. Such statements are based on current expectations, estimates and projections about the Company's business. Words such as expects, anticipates, intends, plans, believes, sees, estimates and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. Actual results could vary materially from the description contained herein due to many factors including continued market acceptance of the Company's products or the need to raise additional capital. In addition, actual results could vary materially based on changes or slower growth in the indoor garden market; the potential inability to realize expected benefits and synergies; domestic and international business and economic conditions; changes in customer demand or ordering patterns; changes in the competitive environment including pricing pressures or technological changes; technological advances; shortages of manufacturing capacity; future production variables impacting excess inventory and other risk factors listed from time to time in the Company's Securities and Exchange Commission (SEC) filings under "risk factors" and elsewhere. The forward-looking statements contained in this press release speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.

EX-99.2

Exhibit 99.2

AeroGrow Completes $6.3 Million Private Placement

Boulder, CO – June 30, 2009 - AeroGrow International, Inc. (OTCBB:AERO - News)  (the "Company" or "AeroGrow") makers of the AeroGarden line of indoor gardening products, announced that it has completed a private placement in which the company raised cash or converted other obligations or existing loans in excess of $6.3 million through the issuance of Series A preferred stock and warrants to accredited and institutional investors.

The Company raised $3.8 million in new cash at the closing of the private placement, primarily from existing shareholders and its Chairman of the Board, Jack Walker, who is now AeroGrow’s largest beneficial shareholder.  In addition, the Company issued $2.5 million in preferred stock for non-cash consideration, including the conversion of existing accounts payable and other obligations.  In total, 6,836 shares of preferred stock were issued.  The preferred stock is convertible to common shares at the rate of 5,000 shares of common stock for every share of preferred.

The offer and sale of the shares of the Company's preferred stock and warrants have not been registered under the Securities Act of 1933, as amended, and the shares and warrants may not be offered or sold in the United States absent registration under such act and applicable state securities laws or an applicable exemption from those registration requirements.  The securities were offered and sold only to a limited number of accredited investors.  This press release is being issued pursuant to Rule 135(c) under the Securities Act of 1933, as amended, and shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About AeroGrow International, Inc.

Founded in 2002 in Boulder, Colorado, AeroGrow International, Inc. is dedicated to the research, development and marketing of the AeroGarden line of foolproof, dirt-free indoor gardens. AeroGardens allow anyone to grow farmer's market fresh herbs, salad greens, tomatoes, chili peppers, flowers and more, indoors, year-round, so simply and easily that no green thumb is required. See www.aerogrow.com.

FORWARD-LOOKING STATEMENTS

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements by Jerry Perkins and/or the Company, optimism related to the business, expanding sales, and other statements in this press release are forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995. Such statements are based on current expectations, estimates and projections about the Company's business. Words such as expects, anticipates, intends, plans, believes, sees, estimates and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. Actual results could vary materially from the description contained herein due to many factors including continued market acceptance of the Company's products or the need to raise additional capital. In addition, actual results could vary materially based on changes or slower growth in the indoor garden market; the potential inability to realize expected benefits and synergies; domestic and international business and economic conditions; changes in customer demand or ordering patterns; changes in the competitive environment including pricing pressures or technological changes; technological advances; shortages of manufacturing capacity; future production variables impacting excess inventory and other risk factors listed from time to time in the Company's Securities and Exchange Commission (SEC) filings under "risk factors" and elsewhere. The forward-looking statements contained in this press release speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.