8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OF 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) May 6, 2004

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)	(IRS Employer Identification No.)

3697 Mt. Diablo Boulevard, Lafayette, California	94549
\(Address of principal executive offices)	(Zip Code)

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

Inapplicable

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

Item  12. Results of Operations and Financial Condition.

On May 6, 2004, Central Garden & Pet Company issued a press release announcing its financial results for the quarter ended March 27, 2004. 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 and Chief Financial Officer

Dated: May 6, 2004

2

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Contact:	Andrew Tammen
	Central Garden & Pet
	(925) 283-4573

CENTRAL GARDEN & PET REPORTS SECOND QUARTER

RESULTS FOR FISCAL 2004

SECOND QUARTER EARNINGS PER SHARE INCREASED 34%

RAISES FISCAL 2004 EARNINGS GUIDANCE

DUE TO SUSTAINED ORGANIC GROWTH AND ACQUISITIONS

LAFAYETTE, CALIFORNIA, May 6, 2004 – Central Garden & Pet Company (NASDAQ: CENT) today announced its financial results for the fiscal second quarter of 2004, ended March 27, 2004.

Net sales for the second quarter were $359.0 million, an 8.6% increase from $330.5 million in the comparable fiscal 2003 period. The Company recorded net income for the quarter of $18.8 million, or $0.91 per diluted share, compared with net income of $13.5 million, or $0.68 per diluted share, in the comparable year-ago period. Year-over-year second quarter earnings per share increased 34%.

The improved results for the second fiscal quarter of 2004 versus 2003 were primarily driven by continued growth of the Company’s branded products, including contributions from the recent Kent Marine and New England Pottery acquisitions, improved gross margins and lower interest expense.

Income from operations for the second quarter of 2004 improved 22% to $34.4 million from $28.2 million in the year-ago period. Depreciation and amortization for the most recent quarter totaled $4.3 million, the same as the prior year.

Net sales for the first six months of fiscal 2004 were $581.3 million, up 7.2%, compared with $542.4 million in the comparable 2003 period. Net income for the first half of 2004 was $18.2 million, or $0.88 per diluted share, compared with $12.8 million, or $0.64 per diluted share, in the comparable year ago period.

-more-

Central continues to anticipate earnings growth from its existing operations and recent acquisitions, and is raising its estimate for fiscal 2004 net income from a range of $2.10-$2.20 per diluted share to a range of $2.15-$2.23 per diluted share, a 24% to 29% increase over fiscal 2003. This earnings guidance includes the recently completed acquisition of Interpet.

The Company will discuss its fiscal second quarter 2004 results and the Interpet acquisition on an earnings conference call today at 4:30 p.m. EST. 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, mosquito and other 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, Oceanic, Kent Marine, Zodiac, Pre-Strike, Altosid, Nylabone, TFH, Four Paws and Interpet. 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, New England Pottery, GKI/Bethlehem Lighting, 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. Central undertakes no obligation to publicly update these forward-looking statements to reflect new information, subsequent events or otherwise.

# # #

(Tables follow)

Central Garden & Pet Company

Consolidated Statements of Income

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	March 27, 2004			March 29, 2003			March 27, 2004			March 29, 2003
Net Sales	$	358,985		$	330,509		$	581,335		$	542,445
Cost of Goods Sold and Occupancy		246,959			231,419			407,238			382,137
Gross Profit		112,026			99,090			174,097			160,308
Selling, General and Administrative Expenses		77,669			70,916			136,180			130,170
Income from Operations		34,357			28,174			37,917			30,138
Interest Expense		(4,459	)		(6,341	)		(8,564	)		(9,184	)
Interest Income		123			44			322			70
Other Income		985			671			270			330
Income Before Income Taxes		31,006			22,548			29,945			21,354
Income Taxes		12,162			9,019			11,746			8,542
Net Income	$	18,844		$	13,529		$	18,199		$	12,812
Earnings Per Common Share:
Basic	$	0.94		$	0.70		$	0.91		$	0.67
Diluted	$	0.91		$	0.68		$	0.88		$	0.64
Weighted Average Shares Outstanding
Basic		20,030			19,234			19,939			19,147
Diluted		20,803			20,009			20,646			19,900

Central Garden & Pet Company

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

	March 27, 2004		March 29, 2003		September 27, 2003
Assets
Current Assets:
Cash and Equivalents	$	12,568	$	7,007	$	77,604
Restricted Investments		15,179		—		—
Accounts Receivable		225,381		200,954		146,075
Inventories		252,614		231,438		217,156
Other Current Assets		10,766		13,926		15,222
Total Current Assets		516,508		453,325		456,057
Property & Equipment - Net		101,347		99,235		101,538
Other Assets		335,482		272,936		271,503
Total	$	953,337	$	825,496	$	829,098
Liabilities & Shareholders’ Equity
Current Liabilities:
Notes Payable	$	—	$	81,747	$	—
Accounts Payable		133,543		129,848		105,103
Accrued Expenses		55,663		48,220		47,061
Current Portion of Long-Term Debt		1,027		6,503		1,028
Total Current Liabilities		190,233		266,318		153,192
Long-Term Debt		311,296		160,922		249,225
Other Long-Term Obligations		1,580		2,128		1,585
Shareholders’ Equity		450,228		396,128		425,096
Total	$	953,337	$	825,496	$	829,098