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) December 7, 2005

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.)
1340 Treat Boulevard, Suite 600, Walnut Creek, California		94597
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (925) 948-4000

3697 Mt. Diablo Boulevard, Lafayette, California 94549

(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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

¨ 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 December 7, 2005, Central Garden & Pet Company issued a press release announcing its financial results for the quarter and fiscal year ended September 24, 2005. A copy of the press release is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press release dated December 7, 2005.

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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
	Executive Vice President and Chief Financial Officer

Dated: December 7, 2005

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:	Paul Warburg Central Garden & Pet
	925.948.3686

CENTRAL GARDEN & PET ANNOUNCES FULL YEAR AND FOURTH QUARTER

RESULTS FOR FISCAL 2005

30% Net Income Growth for the Full Year

26% Increase in EPS for the Full Year

Announces $100 Million Share Repurchase Program

WALNUT CREEK, CALIFORNIA, December 7, 2005 – Central Garden & Pet Company (NASDAQ: CENT) today announced fourth quarter and full year results for its fiscal year ended September 24, 2005 and a $100 million share repurchase program.

Net sales for fiscal 2005 were $1.4 billion, an increase of 9% from $1.3 billion in fiscal 2004. Net income for the year increased 30% to $53.8 million from $41.3 million in the prior year. Diluted earnings per share increased 26% to $2.50 from $1.99 in the prior year. Branded product sales increased 12% while sales of other manufacturers’ products declined 2%. Depreciation and amortization for the year was $19.6 million compared to $18.5 million in the prior year.

For the fourth quarter of fiscal 2005 the Company reported net sales of $323 million, up 4% from $311 million in the comparable 2004 period. Net income for the quarter increased 29% to $6.7 million from $5.2 million in the year ago period. Diluted earnings per share increased 24% to $0.31 from $0.25 in the year ago period. Branded product sales increased 7% while sales of other manufacturers’ products declined 6%. Depreciation and amortization for the quarter was $5.4 million compared to $4.9 million in the year ago period. The fourth quarter of fiscal 2005 results include a one-time benefit of $1.5 million related to a deferred tax adjustment, litigation expense of approximately $3 million and Sarbanes-Oxley compliance costs of approximately $3 million.

“Our commitment to investing in our business resulted in solid demand for our branded products throughout the fiscal year,” noted Glenn Novotny, President and Chief Executive

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Officer. “We are pleased to see consumers approach their traditional spending patterns for their homes and pets, following the slow down in spending in the fourth quarter.”

The Company announced Board of Director authorization to repurchase up to $100 million of its common stock. Mr. Novotny commented, “Central is committed to a balanced approach of disciplined, strategic acquisitions and periodic share repurchases to minimize the dilutive impact of employee stock options.”

The Company reiterated its fiscal 2006 guidance. Net sales for the year are projected to be between $1.45 billion and $1.47 billion. Operating income is expected to be between $116 million and $119 million including the net impact of $4 million in costs associated with its previously announced consolidation of its manufacturing and distribution facilities. Net income is expected to be between approximately $63 million and $65 million including the profit acceleration program. The corresponding earnings per fully diluted share is expected to be between $2.80 and $2.90. These projected results do not include the impact from any future acquisitions.

As previously disclosed, the Company accelerated its plans to achieve a 10% operating margin by fiscal 2008. In fiscal 2006, the Company expects to incur consolidation costs associated with this program of approximately $7 million. Benefits associated with this program are expected to be approximately $3 million resulting in a net cost of approximately $4 million for the fiscal year. The Company anticipates this consolidation program will contribute an additional $7 million of operating profits in fiscal 2007 ramping up to $9 million per year starting in fiscal 2008.

The Company will discuss its fourth quarter and full year fiscal 2005 results on a conference call today at 4:30 p.m. EST. The conference call will be simultaneously broadcast over the Internet through Central’s website, http://www.central.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, Super Pet,

All-Glass Aquarium, Oceanic, Kent Marine, Energy Savers Unlimited, 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, and decorative outdoor patio 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, Cedar Works, AMDRO, Grant’s, Sevin and Over’n Out. For additional information on Central Garden & Pet, including access to the Company’s SEC filings, please visit the Company’s website at http://www.central.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.

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(Tables Follow)

Central Garden & Pet Company

Consolidated Statements of Income

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended						Fiscal Year Ended
	September 24, 2005			September 25, 2004			September 24, 2005			September 25, 2004
Net Sales	$	323,021		$	310,760		$	1,380,644		$	1,266,526
Cost of Goods Sold and Occupancy		223,533			218,483			937,989			882,227
Gross Profit		99,488			92,277			442,655			384,299
Selling, General and Administrative Expenses		86,766			79,864			342,526			302,227
Income from Operations		12,722			12,413			100,129			82,072
Interest Expense		(6,087	)		(4,759	)		(23,125	)		(18,282	)
Interest Income		2,128			118			2,465			529
Other Income		(17	)		88			4,576			2,023
Income Before Income Taxes		8,746			7,860			84,045			66,342
Income Taxes		2,030			2,650			30,258			24,992
Net Income	$	6,716		$	5,210		$	53,787		$	41,350
Basic Earnings Per Common Share:		0.32		$	0.26			2.58		$	2.06
Diluted Earnings Per Common Share:		0.31		$	0.25			2.50		$	1.99
Weighted Average Shares Outstanding
Basic		21,062			20,271			20,813			20,036
Diluted		21,787			20,966			21,526			20,801

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Central Garden & Pet Company

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

	September 24, 2005		September 25, 2004
Assets
Current Assets:
Cash & Cash Equivalents	$	28,792	$	27,157
Accounts Receivable		184,896		183,979
Inventories		270,736		237,913
Other Current Assets		25,853		15,811
Total Current Assets		510,277		464,860
Property & Equipment - Net		110,595		105,612
Goodwill		364,847		338,384
Other Assets		70,630		51,341
Total	$	1,056,349	$	960,197
Liabilities & Shareholders’ Equity
Current Liabilities:
Accounts Payable	$	96,455	$	105,933
Accrued Expenses		68,152		64,948
Current Portion of Long-Term Debt		2,210		1,025
Total Current Liabilities		166,817		171,906
Long-Term Liabilities		320,854		304,775
Other Long-Term Obligations		18,500		3,720
Convertible redeemable preferred stock		3,000		3,000
Shareholders’ Equity		547,178		476,796
Total	$	1,056,349	$	960,197