8-K

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): May 1, 2003

Central Garden & Pet Company

(Exact name of registrant as specified in its charter)

Delaware	0-20242	68-0275553
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
3697 Mt. Diablo Boulevard, Lafayette, California		94549
(Address of principal executive office)		(Zip Code)

Registrant’s telephone number, including area code: (925) 283-4573

Inapplicable

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

Item 7.    Financial Statements and Exhibits.

(c) Exhibits.

99.1    Central Garden & Pet Company Press Release dated May 1, 2003.

Item 9.    Regulation FD Disclosure.

The following information is furnished pursuant to Item 12, “Results of Operations and Financial Condition,” under Item 9 as directed by the SEC in Release No. 33-8216.

On May 1, 2003, Central Garden & Pet Company issued a press release announcing its financial results for the quarter ended March 29, 2003. A copy of the press release is attached as Exhibit 99.1.

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.

CENTRAL GARDEN & PET COMPANY
By:	/s/    STUART W. BOOTH
	Stuart W. Booth Vice President Finance and Chief Financial Officer

Dated: May 1, 2003

EX-99.1

EXHIBIT 99.1

Corporate Office

3697 Mt. Diablo Boulevard, Suite 310

Lafayette, CA 94549

(925) 283-4573

Fax (925) 283-4984

FOR IMMEDIATE RELEASE                                                          Contact:                     Andrew Tammen

                                                                                                                                                     Central Garden & Pet

                                                                                                                                                     (925) 283-4573

CENTRAL GARDEN & PET REPORTS SECOND QUARTER RESULTS

REAFFIRMS FISCAL 2003 EARNINGS GUIDANCE

OF $1.70-$1.80 PER DILUTED SHARE

LAFAYETTE, CALIFORNIA, May 1, 2003 – Central Garden & Pet Company (NASDAQ: CENT) today announced its financial results for the fiscal second quarter of 2003, ended March 29, 2003.

Net sales for the second quarter were $330.5 million compared with $290.7 million in the comparable fiscal 2002 period. The Company recorded net income for the quarter of $13.5 million, or $0.68 per diluted share, compared with a net income of $10.9 million, or $0.53 per diluted share, in the comparable year-ago period.

The improved results for the second fiscal quarter of 2003 were driven by continued growth of higher margin proprietary branded product sales as well as lower litigation expenses. Partially offsetting these improvements were higher than normal grain prices, higher insurance costs and higher interest expense, due primarily to the Company’s issuance of $150 million of 9 ¹/8% senior subordinated notes due 2013 and retirement of its 6% convertible subordinated notes. In connection with this refinancing, the Company incurred a one-time charge to interest expense in the 2003 second quarter of $1.4 million.

Income from operations for the second fiscal quarter of 2003 improved to $28.2 million from $21.3 million in the year-ago period. Depreciation and amortization expense for the most recent quarter totaled $4.3 million, the same as the prior year. Unusual expenses, consisting primarily of litigation expenses, were $1.3 million and $8.8 million in the second fiscal quarters of 2003 and 2002, respectively.

Net sales for the first half of fiscal 2003 were $542.4 million, compared with $501.4 million in the comparable 2002 period. Net income for the first half of 2003 was $12.8 million, or $0.64 per diluted share, compared with $9.4 million, or $0.51 per diluted share, in the comparable year ago period, before the effect of adopting SFAS No. 142 on September 30, 2001. In the first half of fiscal 2002, including the effect of the non-cash SFAS No. 142 accounting charge of $146.7 million, or $112.2 million after-tax, the Company reported a net loss of $102.8 million, or $4.44 per diluted share.

Central continues to anticipate substantial earnings growth and reaffirms its expectation that fiscal 2003 net income will be in the range of $1.70-$1.80 per diluted share.

The Company will discuss its fiscal second quarter 2003 results on an earnings conference call today at 5:30 p.m. EDT. The earnings conference call will be simultaneously broadcast over the Internet through Central’s website, http://www.centralgardenandpet.com/. To listen to the webcast, please log on to the website prior to the scheduled call time to register and download any necessary audio software.

Central Garden & Pet Company is a leading innovator, marketer and producer of quality branded products for the pet and lawn and garden supplies markets. Our pet products include pet bird and small animal food, aquarium products, flea, tick and pest control products, edible bones, cages, carriers, pet books, and other dog, cat, reptile and small animal products. These products are sold under a number of brand names, including Kaytee, All-Glass Aquarium, Zodiac, Nylabone, TFH and Four Paws. Our lawn and garden products include grass seed, wild bird food, weed and insect control products, decorative outdoor patio products and ant control products. These products are sold under a number of brand names, including Pennington, Norcal Pottery, Lilly Miller, Matthews Four Seasons, AMDRO and Grant’s. For additional information on Central Garden & Pet, including access to the Company’s SEC filings, please visit the Company’s website at http://www.centralgardenandpet.com/.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release which are not historical facts, including future earnings guidance, are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. These risks are described in the Company’s Securities and Exchange Commission filings, including, without limitation, the resolution of the litigation between the Company and The Scotts Company; the success of and the costs associated with the realignment of the Company’s lawn and garden distribution operations; any liabilities to which the Company may become subject as a result of the August 2, 2000 fire at its Phoenix distribution center; and the impact of any other outstanding or potential litigation.

As previously announced, Central has instructed its financial advisors to study alternatives for maximizing shareholder value, including among others, asset sales and new strategic alliances.

Central Garden & Pet Company

Consolidated Statements of Income

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	March 29,			March 30,			March 29,			March 30,
	2003			2002			2003			2002
Net Sales	$	330,509		$	290,693		$	542,445		$	501,352
Cost of Goods Sold and Occupancy		231,419			199,793			382,137			348,950
Gross Profit		99,090			90,900			160,308			152,402
Selling, General and Administrative Expenses		70,916			69,589			130,170			129,210
Income from Operations		28,174			21,311			30,138			23,192
Interest Expense		(6,341	)		(3,682	)		(9,184	)		(7,620	)
Interest Income		44			14			70			41
Other Income		671			892			330			364
Income Before Income Taxes		22,548			18,535			21,354			15,977
Income Taxes		9,019			7,599			8,542			6,550
Income Before Cumulative Effect of Accounting Change		13,529			10,936			12,812			9,427
Cumulative Effect of Change in Accounting for Goodwill, net of tax		—			—			—			(112,237	)
Net Income (Loss)	$	13,529		$	10,936		$	12,812		$	(102,810	)
Basic Earnings (Loss) Per Common Share:
Before Cumulative Effect of Accounting Change	$	0.70		$	0.59		$	0.67		$	0.51
Accounting Change		—			—			—			(6.08	)
Basic Earnings (Loss) Per Common Share	$	0.70		$	0.59		$	0.67		$	(5.57	)
Diluted Earnings (Loss) Per Common Share:
Before Cumulative Effect of Accounting Change	$	0.68		$	0.53		$	0.64		$	0.51
Accounting Change		—			—			—			(4.95	)
Diluted Earnings (Loss) Per Common Share	$	0.68		$	0.53		$	0.64		$	(4.44	)
Weighted Average Shares Outstanding
Basic		19,234			18,469			19,147			18,458
Diluted		20,009			22,734			19,900			22,661

Central Garden & Pet Company

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

	March 29, 2003		March 30, 2002		September 28, 2002
Assets
Current Assets:
Cash & Cash Equivalents	$	7,007	$	8,363	$	10,884
Accounts Receivable		200,954		192,638		130,984
Inventories		231,438		218,293		193,159
Other Current Assets		13,926		20,464		26,096
Total Current Assets		453,325		439,758		361,123
Property & Equipment—Net		99,235		105,864		100,864
Other Assets		272,936		277,435		269,970
Total	$	825,496	$	823,057	$	731,957
Liabilities & Shareholders’ Equity
Current Liabilities:
Notes Payable	$	81,747	$	134,260	$	59,975
Accounts Payable		129,848		133,380		96,796
Other Current Liabilities		54,723		49,742		50,335
Total Current Liabilities		266,318		317,382		207,106
Long-Term Liabilities		160,922		152,101		145,331
Other Long-Term Obligations		2,128		978		2,012
Shareholders’ Equity		396,128		352,596		377,508
Total	$	825,496	$	823,057	$	731,957