8-K

UNITED STATES

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) November 27, 2007

Central Garden & Pet Company

(Exact name of registrant as specified in its charter)

Delaware	001-33268	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

(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^© under the Exchange Act (17 CFR 240.13e-4^©)

Item 2.02 Results of Operations and Financial Condition.

On November 27, 2007, Central Garden & Pet Company issued a press release announcing its financial results for the fourth quarter and fiscal year ended September 29, 2007. 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 November 27, 2007.

2

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: November 27, 2007

3

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:	Paul Warburg
	Central Garden & Pet
	925.948.3686

CENTRAL GARDEN & PET ANNOUNCES FOURTH QUARTER AND FULL YEAR RESULTS FOR FISCAL 2007

WALNUT CREEK, CALIFORNIA, November 27, 2007 – Central Garden & Pet Company (NASDAQ: CENT/CENTA) today announced fourth quarter and full year results for its fiscal year ended September 29, 2007.

For the fourth quarter of fiscal 2007, the Company reported net sales of $401 million, a decline of $20 million or 5% from $421 million in the comparable 2006 period. Income from operations for the quarter decreased 53% to $10.1 million from $21.4 million in the year ago period. The net loss for the quarter was $1.7 million, or $0.02 per fully diluted share, compared to net income of $6.0 million, or $0.08 per fully diluted share, in the year ago period. Depreciation and amortization for the quarter was $8.8 million compared to $5.3 million in the year ago period. Branded product sales decreased 2% to $342 million. Sales of other manufacturers’ products declined 16% or $11.3 million to $59.5 million.

Net sales for the Garden Products segment were $180 million, a decrease of $4 million or 2% compared to the fourth quarter of fiscal 2006. Garden branded products sales increased approximately $3 million or 2% while sales of other manufacturers’ products, as anticipated, declined 23%. The Garden Products segment operating income was $2.8 million in the quarter, a decrease of $1.4 million, or 34% when compared to the fourth quarter of fiscal 2006. Net sales for the Pet Products segment were $221 million, a decrease of $16 million or 7% compared to the fourth quarter of fiscal 2006. Pet branded products sales decreased $11 million or 6% and sales of other manufacturers’ products decreased 11%. Operating income for the Pet Products segment was $17.3 million in the quarter, a decrease of $13.9 million, or 45%, when compared to the fourth quarter of fiscal 2006.

-more-

Net sales for fiscal year 2007 were $1.67 billion, an increase of 3% from $1.62 billion in fiscal 2006. Operating income decreased 27% to $99.4 million compared to last year. Net income for the year decreased 51% to $32.3 million from $65.5 million in the prior year. Diluted earnings per share was $0.45, a 53% decrease compared to the prior year. Depreciation and amortization for the year was $30.7 million compared to $24.0 million in the prior year. Branded product sales increased 6% to $1.40 billion. Sales of other manufacturers’ products, as anticipated, declined 9% to $270.3 million. Organic sales declined 1% for the year.

“With 2007 behind us, we are looking to fiscal 2008 to reset and create a stronger and more agile company,” noted William Brown, Chairman and Chief Executive Officer of Central Garden & Pet Company. “Some of our operations are not performing well. We have significant work to do.”

The Company will discuss its fourth quarter and full year fiscal 2007 results on a conference call today at 4:30 p.m. EST. The earnings conference call will be broadcast over the Internet through Central’s website, www.central.com, or you may link directly to the webcast at http://phx.corporate-ir.net/phoenix.zhtml?c=93879&p=irol-calendar. To listen to the call by telephone, please dial 1-888–680–0879 and passcode 3227 3384 (domestic) or 617–213–4856 and passcode 3227 3384 (international). You may bypass the operator and go directly to the teleconference by pre-registering, at any time before the call, through the link below which will provide you with a unique PIN number. At the time of the call, after dialing the number and passcode mentioned above, enter your PIN for immediate access to the teleconference.

https://www.theconferencingservice.com/prereg/key.process?key=PAXD9GGKY

Central Garden & Pet Company is a leading innovator, marketer and producer of quality branded products for the lawn & garden and pet supplies markets. Committed to new product innovation, our products are sold to specialty independent and mass retailers in the following categories: Lawn & Garden: Grass seed including the brands PENNINGTON^® and THE REBELS™; wild bird feed and the brands PENNINGTON^® and KAYTEE^®; weed and insect control and the brands AMDRO^®, SEVIN^®, IRONITE^® and OVER ‘N OUT™ and; decorative outdoor patio products and the brands NORCAL^®, NEW ENGLAND POTTERY^®, GKI/BETHLEHEM LIGHTING^® and MATTHEWS FOUR SEASONS™. We also provide a host of other regional and application-specific garden brands and supplies. Pet categories

include: Animal health and the brands ADAMS™ and ZODIAC^®; aquatics and reptile and the brands OCEANIC^®, AQUEON™ and ZILLA™; bird & small animal and the brands KAYTEE^®, SUPER PET^® and CRITTER TRAIL^®; dog & cat and the brands TFH™ / NYLABONE^®, FOUR PAWS^®, PINNACLE^® and AVO-DERM^® and; equine and the brands FARNAM^®, BRONCO^® and SUPER MASK^®. We also provide a host of other application-specific pet brands and supplies. Central Garden & Pet Company is based in Walnut Creek, California, and has approximately 5,000 employees, primarily in North America and Europe. For additional information on Central Garden & Pet Company, 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 Annual Report on Form 10-K and other 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						Fiscal Year Ended
	September 29, 2007			September 30, 2006			September 29, 2007			September 30, 2006
Net Sales	$	401,309		$	420,774		$	1,671,145		$	1,621,531
Cost of Goods Sold and Occupancy		283,845			285,923			1,136,825			1,086,219
Gross Profit		117,464			134,851			534,320			535,312
Selling, General and Administrative
Expenses		107,394			113,427			434,903			398,510
Income from Operations		10,070			21,424			99,417			136,802
Interest Expense		(12,389	)		(11,893	)		(49,685	)		(40,677	)
Interest Income		281			138			1,538			3,007
Other Income (Expense)		(477	)		(140	)		2,402			3,083
Income (Loss) Before Income Taxes and Minority Interest		(2,515	)		9,529			53,672			102,215
Income Tax Expense (Benefit)		(905	)		3,429			19,999			35,791
Minority Interest		85			81			1,369			890
Net Income (Loss)	$	(1,695	)	$	6,019		$	32,304		$	65,534
Basic Earnings (Loss) Per Common Share	$	(0.02	)	$	0.09		$	0.46		$	0.97
Diluted Earnings (Loss) Per Common Share	$	(0.02	)	$	0.08		$	0.45		$	0.95
Weighted Average Shares Outstanding
Basic		71,131			70,746			70,824			67,833
Diluted		71,131			71,733			72,050			69,054

-more-

Central Garden & Pet Company

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

	September 29, 2007		September 30, 2006
Assets
Current Assets:
Cash and Cash Equivalents	$	21,055	$	28,406
Accounts Receivable		247,429		239,172
Inventories		378,365		332,214
Other Current Assets		38,659		34,910
Total Current Assets		685,508		634,702
Property and Equipment - Net		201,609		162,604
Goodwill and Other Assets		759,705		736,517
Total	$	1,646,822	$	1,533,823
Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts Payable	$	135,972	$	122,960
Accrued Expenses		75,968		81,305
Current Portion of Long-Term Debt		3,352		3,039
Total Current Liabilities		215,292		207,304
Long-Term Debt		607,171		565,410
Other Long-Term Obligations		44,802		29,583
Convertible Redeemable Preferred Stock		750		3,000
Minority Interest		1,834		1,167
Shareholders’ Equity		776,973		727,359
Total	$	1,646,822	$	1,533,823