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) August 5, 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 August 5, 2004, Central Garden & Pet Company issued a press release announcing its financial results for the third quarter of Fiscal 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: August 6, 2004

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Contact:	Paul Warburg
	Central Garden & Pet
	925.299.7495

CENTRAL GARDEN & PET REPORTS THIRD QUARTER

RESULTS FOR FISCAL 2004

· EPS Increased 16.7% Year To Date

· Pet Products Segment Solid

LAFAYETTE, CALIFORNIA, August 5, 2004 – Central Garden & Pet Company (NASDAQ: CENT) today announced its financial results for the fiscal third quarter of 2004, ended June 26, 2004.

Net sales for the third quarter of fiscal 2004 were $374.4 million, an 8.5% increase from $345.1 million in the comparable fiscal 2003 period. The Company recorded net income for the quarter of $17.9 million, a 4.1% increase when compared to net income of $17.2 million in the comparable year ago period. Diluted earnings per share was $0.86, the same as the comparable year-ago period. Depreciation and amortization for the quarter was $4.7 million, compared to $4.5 million in the year-ago period.

Net sales for the first nine months of fiscal 2004 were $955.8 million, a 7.7% increase from $887.6 million in the comparable fiscal 2003 period. The Company recorded net income for the first nine months of $36.1 million, a 20.3% increase when compared to the comparable period a year ago. Diluted earnings per share was $1.74, a 16.8% increase when compared to the year-ago period. Depreciation and amortization for the first nine months of the fiscal year was $13.6 million, compared to $13.3 million in the year-ago period.

“Our branded products strategy, driven by innovation and acquisition, continues to gain momentum despite very soft grass seed sales in the quarter,” commented Glenn Novotny, President and Chief Executive Officer of Central Garden and Pet. “We plan to continue to grow

our businesses with high quality products and leverage our strategic distribution network to grow our customer base, increase sales and expand margins.”

Mr. Novotny concluded, “The demographic trends in both the garden and pet industries remain promising. Central’s emphasis on quality products and innovation; shelf position and distribution capabilities; and strong financial position should enable us to continue to benefit from this momentum.”

Central is reaffirming its fiscal 2004 full-year guidance of sales of $1.25 billion and $1.92-$1.96 per fully diluted share.

The Company will discuss its fiscal third quarter 2004 results on an earnings conference call today at 4:30 p.m. Eastern Time. Individuals may access the call by dialing 1-800-237-9752 and passcode 307 75 668 (domestic) or 617-847-8706 and passcode 307 75 668 (international). 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.

Re-play dial-in numbers for the call will be available for three weeks: 1-888-286-8010 and passcode 744 10 293 (domestic) and 617-801-6888 and passcode 744 10 293 (international).

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, including, without limitation, the resolution of the litigation between the Company and Herbert Axelrod. 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						Nine Months Ended
	June 26, 2004			June 28, 2003			June 26, 2004			June 28, 2003
Net Sales	$	374,431		$	345,115		$	955,766		$	887,560
Cost of Goods Sold and Occupancy		256,506			242,908			663,744			625,045
Gross Profit		117,925			102,207			292,022			262,515
Selling, General and Administrative Expenses		86,183			69,628			222,363			199,798
Income from Operations		31,742			32,579			69,659			62,717
Interest Expense		(4,959	)		(5,495	)		(13,523	)		(14,679	)
Interest Income		89			69			411			139
Other Income		1,665			1,563			1,935			1,893
Income Before Income Taxes		28,537			28,716			58,482			50,070
Income Taxes		10,596			11,486			22,342			20,028
Net Income	$	17,941		$	17,230		$	36,140		$	30,042
Earnings Per Common Share:
Basic	$	0.89		$	0.89		$	1.81		$	1.56
Diluted	$	0.86		$	0.86		$	1.74		$	1.49
Weighted Average Shares Outstanding
Basic		20,086			19,357			19,968			19,217
Diluted		20,974			20,137			20,753			21,794

Central Garden & Pet Company

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

	June 26, 2004		June 28, 2003		September 27, 2003
Assets
Current Assets:
Cash and Equivalents	$	18,211	$	75,594	$	77,604
Restricted Investments		15,307		—		—
Accounts Receivable		187,360		169,263		146,075
Inventories		242,972		212,233		217,156
Other Current Assets		10,235		11,602		15,222
Total Current Assets		474,085		468,692		456,057
Property & Equipment – Net		101,760		99,841		101,538
Goodwill		310,560		222,780		222,780
Other Assets		56,423		53,664		48,723
Total	$	942,828	$	844,977	$	829,098
Liabilities & Shareholders’ Equity
Current Liabilities:
Accounts Payable	$	106,241	$	105,901	$	105,103
Accrued Expenses		75,403		60,244		47,061
Current Portion of Long-Term Debt		1,026		12,821		1,028
Total Current Liabilities		182,670		178,966		153,192
Long-Term Debt		288,450		249,225		249,225
Other Long-Term Obligations		1,564		2,293		1,585
Shareholders’ Equity		470,144		414,493		425,096
Total	$	942,828	$	844,977	$	829,098