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): August 10, 2015

AeroGrow International, Inc.

(Exact name of registrant as specified in charter)

Delaware

(State or other jurisdiction of incorporation)

001-33531	46-0510685
(Commission File Number)	(IRS Employee Identification No.)

6075 Longbow Drive, Suite 200, Boulder, Colorado	80301
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (303) 444-7755

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

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 August 10, 2015, AeroGrow International, Inc. (the “Company”) issued a press release announcing the Company’s operational results for the three months ended June 30, 2015.  A copy of the press release announcing the Company’s operational results for the three months ended June 30, 2015, is furnished as Exhibit 99.1 to this report.

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 9.01 Financial Statements and Exhibits.

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

Exhibit Number	Description
99.1	Press Release Issued by AeroGrow International, Inc. on August 10, 2015.

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.
	(Registrant)
Date: August 10, 2015	By:	/s/ Grey H. Gibbs
		Grey H. Gibbs Principal Accounting Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release Issued by AeroGrow International, Inc. on August 10, 2015.

EX-99.1

Exhibit 99.1

AeroGrow Reports Results for the First Quarter Ended June 30, 2015

BOULDER, CO--(Marketwired – August 10 2015) - AeroGrow International, Inc.(OTCQB: AERO) ("AeroGrow" or the "Company"), which sells the Miracle-Gro AeroGarden® line of high-output, soil-free indoor gardens, seed pod kits and hydroponic nutrients, announced results for the first quarter ended June 30, 2015.

For the quarter ended June 30, 2015 the Company recorded total revenue of $1.6 million, a decrease of 6.8% versus the same period in the prior year. The adjusted EBITDA loss for the quarter was $718,000.

"The June quarter marks the nadir of our traditional summer slow period, with sales in the quarter representing less than 10% of our last year’s annual sales,” said President and CEO J. Michael Wolfe.  “As such, minor fluctuations in order timing can result in oversize percentage increases or decreases in the quarterly results that in fact have little relative impact on annual sales results.  That was the case this quarter in our retail channel due to timing of reorders.  Moreover, last year nearly 20% of our entire Q1 sales were from a single counter-seasonal test which was not repeated.  Increased sales to other retailers virtually offset this gap. Our DR business also experienced headwinds as last year’s quarterly sales benefited from 3/31 backorders for LED gardens that were shipped during the June quarter, and by our burgeoning business at Amazon, which creates on-line competition for us.

“To that point, sales to Amazon were up 144% year over year, which is exciting off an established base.  Even more impressive, Amazon’s sell-thru for the first six months of this calendar year are up over 3 times – again off of an established base.  Amazon not only sells a lot of gardens but the number of seed kits they sold were also up more than 30% during the period.  Their Amazon Prime member program makes ordering seed kits and accessories easy and very affordable and our target demographics are highly aligned.  We look for Amazon to continue growing at a robust pace.

“Our substantial (+79% TTM) year over year annual growth has resulted in slightly increased operating costs, which did modestly degrade our losses for the quarter versus a year ago. We also had higher marketing costs in the first quarter as we undertook numerous initiatives that we believe will prove extremely valuable during our high sales period, which begins in our 3rd quarter.  However I think it bears repeating that the numbers in this quarter are fractional when looking at the business on an annual basis, and we have to prepare now for the strong growth we anticipate in the next two quarters of the year.

"Looking forward, our team is working on the key initiatives that will continue to drive growth in our seasonally strong October to April time frame.  We’ve continued to drive product costs down, while pushing toward major new product introductions this fall. In addition, we’re planning a major category and brand building campaign during the holiday season as we look to increase awareness of the indoor gardening category generally, and AeroGardens specifically, in the minds of targeted consumers.  As these efforts come together in our peak selling season beginning this November, I’m optimistic we’ll drive continued substantial top line growth, with an emphasis on improved bottom line performance.”

AEROGROW INTERNATIONAL, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months ended June 30,
(in thousands, except per share data)	2015			2014
Net revenue	$	1,569		$	1,683
Cost of revenue		1,088			1,144
Gross profit		481			539
Operating expenses
Research and development		131			82
Sales and marketing		642			542
General and administrative		665			551
Total operating expenses		1,438			1,175
Loss from operations		(957	)		(636	)
Other income (expense) , net
Fair value changes in derivative warrant liability		(264	)		(223	)
Other income		-			2
Total other income (expense) income, net		(264	)		(221	)
Net loss	$	(1,221	)	$	(857	)
Change in fair value of preferred stock dividend		221			(240	)
Net loss attributable to common stockholders	$	(1,000	)	$	(1,097	)
Net loss per share, basic and diluted	$	(0.15	)	$	(0.18	)
Weighted average number of common     shares outstanding, basic and diluted		6,700			6,130

AEROGROW INTERNATIONAL, INC.

CONDENSED BALANCE SHEETS

	June 30, 2015			March 31, 2015
(in thousands, except share and per share data)	(Unaudited)			(Derived from Audited Statements)
ASSETS
Current assets
Cash	$	471		$	1,015
Restricted cash		15			15
Accounts receivable, net of allowance for doubtful accounts of $8 and $10     at June 30, 2015 and March 31, 2015, respectively		850			1,300
Other receivables		140			214
Inventory, net		2,149			2,603
Prepaid expenses and other		314			144
Total current assets		3,939			5,291
Property and equipment, net of accumulated depreciation of  $3,365 and $3,284     at June 30, 2015 and March 31, 2015, respectively		553			525
Other assets
Intangible assets, net		2			2
Deposits		156			156
Total assets	$	4,650		$	5,974
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	1,285		$	1,641
Accrued expenses		766			816
Customer deposits		7			30
Deferred rent		2			1
Notes payable – related party		-			207
Derivative warrant liability		1,952			1,688
Debt associated with sale of intellectual property		196			208
Total current liabilities		4,208			4,591
Commitments and contingencies
Stockholders' equity
Preferred stock, $.001 par value, 20,000,000 shares authorized, 2,649,007 shares     issued and outstanding at June 30, 2015 and March 31, 2015, respectively		3			3
Common stock, $.001 par value, 750,000,000 shares authorized, 6,700,413 and 6,563,518 shares issued and outstanding at June 30, 2015 and March 31, 2015, respectively		7			6
Additional paid-in capital		82,605			82,101
Stock dividend to be distributed		1,494			1,715
Accumulated deficit		(83,667	)		(82,442	)
Total stockholders' equity		442			1,383
Total liabilities and stockholders' equity	$	4,650		$	5,974

AEROGROW INTERNATIONAL, INC.

EBITDA CALCULATION

	Three Months Ended June 30, (in thousands)
	2015			2014
Loss from operations	$	(957	)	$	(636	)
Add back non-cash items:
Depreciation		81			44
Amortization		-			-
Stock based compensation		74			53
Common stock warrant expense		-			18
Scott’s Miracle-Gro intellectual property royalty and branding license		84			68
Total non-cash items		239			183
Adjusted EBITDA	$	(718	)	$	(453	)

The U.S. GAAP measure most directly comparable to Adjusted EBITDA is income (loss) from operations. The non-U.S. GAAP financial measure of Adjusted EBITDA should not be considered as an alternative to net earnings. Adjusted EBITDA is not a presentation made in accordance with U.S. GAAP and has important limitations as an analytical tool. Adjusted EBITDA should not be considered in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Because Adjusted EBITDA excludes some, but not all, items that affect net earnings and is defined differently by different companies, our definition of Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

CONFERENCE CALL

The conference call is scheduled for 12:00pm ET on August 11, 2015. To participate in the call, please dial

U.S. (Toll Free): 1 (888) 347-7861

Toll/International: 1 (412) 902-4227

A telephonic replay of the call will be available within 2 hours of completion and will be available for the next 24 hours. You will be able to access the audio file for 90 days following the completion of the call through the AeroGrow website at www.aerogrow.com/investors until November 9, 2015. To access the replay by phone, please dial:

U.S. and Canada: 1 (877) 870-5176

Toll/International: 1 (858) 384-5517

Conference Number: 10070492

About AeroGrow International, Inc.

Headquartered in Boulder, Colorado, AeroGrow International, Inc. is the leader in the rapidly growing indoor gardening market. 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. With an AeroGarden…you can grow anything! In April 2013, AeroGrow entered into a strategic partnership with Scotts Miracle-Gro to continue to expand the indoor gardening market.  For more information, visit www.aerogrow.com.

Forward-Looking Statements

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements by Mike Wolfe and/or the Company, statements regarding growth of the AeroGarden product line, ability to raise capital, optimism related to the business, expanding sales, market acceptance of developments and enhancements to our product line, improved margins and profitability, 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, including in "Item 1A Risk Factors" of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2015. 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.

Contact:

Investor Relations:

Genesis Select Corp. 

Budd Zuckerman

bzuckerman@genesisselect.com 

303-415-0200

Company Representative:

Grey Gibbs Senior Vice President of Finance and Accounting

grey@aerogrow.com

303-444-7755