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) August 4, 2010

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 August 4, 2010, Central Garden & Pet Company issued a press release announcing its financial results for the third quarter ended June 26, 2010. 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 August 4, 2010.

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
	Senior Vice President and Chief Financial Officer

Dated: August 4, 2010

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Stuart Booth

Central Garden & Pet

925.948.3675

CENTRAL GARDEN & PET ANNOUNCES FISCAL 2010 THIRD QUARTER RESULTS

Despite Mixed Sales Results, Operating Income Continues to Improve

WALNUT CREEK, CALIFORNIA, August 4, 2010 – Central Garden & Pet Company (NASDAQ: CENT/CENTA) today announced results for its third quarter ended June 26, 2010.

The Company reported net sales of $465 million in the quarter, a decline of three percent compared to $482 million in the comparable fiscal 2009 period. The Company reported operating income of $52.6 million, an increase of two percent compared to $51.6 million in the year ago period. Net interest expense was $9.8 million compared to $5.2 million a year ago. Net income for the quarter was $25.9 million, or $0.40 per fully diluted share compared to $31.1 million or $0.44 per fully diluted share in the year ago period. Branded products sales decreased six percent to $382 million. Sales of other manufacturers’ products increased ten percent to $83 million. Depreciation and amortization was $7.2 million, the same as the year ago period. The quarter-ending leverage ratio was 2.5x compared to 2.7x a year ago.

“Despite a soft garden season, the quarter produced solid results in many areas of the company” noted William Brown, Chairman and Chief Executive Officer of Central Garden & Pet Company. “We are continuing to control costs, manage working capital and drive gross profit margin. Our goal is to grow sales and drive further margin and capital efficiency improvement across the business while developing new programs and products that make a difference for consumers.”

-more-

Fiscal third quarter net sales for the Garden Products segment were $243 million, a decrease of nine percent from $267 million in the comparable fiscal 2009 period. Operating income for Garden Products was $30.1 million compared to $35.3 million in the year ago period. Branded garden products sales decreased thirteen percent to $201 million. Sales of other manufacturers’ products increased fifteen percent to $42 million. Fiscal third quarter net sales for the Pet Products segment were $222.7 million, an increase of four percent from $215 million compared to the fiscal 2009 period. Operating income for the Pet Products segment was $32.6 million, compared to $29.8 million in the year ago period. Branded pet products sales were $181.6 million, an increase of three percent compared to last year. Sales of other manufacturers’ products were $41.1 million, an increase of six percent compared to last year.

For the nine months ended June 26, 2010, the Company reported net sales of $1.18 billion compared to $1.25 billion in the comparable 2009 period, a decline of six percent. Operating income for the period was $113.7 million compared to operating income of $106.1 million in the year ago period. Net income for the nine months ended June 26, 2010 was $54.6 million compared to net income of $57.9 million in the comparable 2009 period. Earnings per diluted share were $0.83 compared to $0.82 per diluted share in the year ago period. Branded product sales declined eight percent to $970 million and sales of other manufacturers’ products increased seven percent to $206 million. Depreciation and amortization for the nine month period was $21.7 million compared to $21.9 million in the year ago period.

The Company will discuss its third quarter results on a conference call today at 4:30 p.m. EDT / 1:30 p.m. PDT. Individuals may access the call by dialing 1-888-713-4199 and passcode 4145 4989 (domestic) or 1-617-213-4861 and passcode 4145 4989 (international).

The conference call will be simultaneously broadcast over the Internet through Central’s website, http://www.central.com/ or you may link directly to the webcast on our website at http://phx.corporate-ir.net/phoenix.zhtml?c=93879&p=irol-calendar 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.

In order to simplify your registration process, you may pre-register at the following link:

https://www.theconferencingservice.com/prereg/key.process?key=PXPR8NGUJ. By pre-registering, you may bypass the operator and go directly to the teleconference with a unique PIN number as soon as the call begins. At the time of the call, after dialing the number and passcode mentioned above, enter your PIN for immediate access to the teleconference.

Re-play dial-in numbers for the call will be available for three weeks: 1-888-286-8010 and passcode 4325 6896 (domestic) and 1-617-801-6888 and passcode 4325 6896 (international).

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. Participating categories in Lawn & Garden include: Grass seed including the brands PENNINGTON®, SMART SEED™ 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® and MATTHEWS FOUR SEASONS™. We also provide a host of other regional and application-specific garden brands and supplies. Participating categories in Pet 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 Avoderm®; 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 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 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 Central’s Annual Report on Form 10-K, filed November 20, 2009, and Quarterly Report on Form 10-Q, filed May 5, 2010, 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

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended						Nine Months Ended
	June 26, 2010			June 27, 2009			June 26, 2010			June 27, 2009
Net Sales	$	465,486		$	482,162		$	1,176,658		$	1,251,129
Cost of Goods Sold and Occupancy		302,712			317,108			764,926			840,041
Gross Profit		162,774			165,054			411,732			411,088
Selling, General and Administrative
Expenses		110,134			113,484			298,049			305,028
Income from Operations		52,640			51,570			113,683			106,060
Interest Expense		(9,797	)		(5,211	)		(24,555	)		(17,846	)
Interest Income		1			12			12			614
Other Income		42			1,161			428			80
Income Before Income Taxes and Noncontrolling Interest		42,886			47,532			89,568			88,908
Income Taxes		15,860			15,371			33,026			29,498
Income Including Noncontrolling Interest		27,026			32,161			56,542			59,410
Net Income Attributable to Noncontrolling Interest		1,153			1,085			1,943			1,498
Net Income Attributable to Central Garden & Pet Company	$	25,873		$	31,076		$	54,599		$	57,912
Net Income Per Share Attributable to Central Garden & Pet Company:
Basic	$	0.41		$	0.45		$	0.84		$	0.83
Diluted	$	0.40		$	0.44		$	0.83		$	0.82
Weighted Average Shares Outstanding
Basic		63,810			69,345			64,879			69,885
Diluted		64,606			70,449			65,716			70,798

Central Garden & Pet Company

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

	June 26, 2010		June 27, 2009		September  26, 2009
Assets
Current Assets:
Cash and Cash Equivalents	$	91,623	$	25,390	$	85,668
Accounts Receivable		223,845		262,735		206,565
Inventories		306,118		313,820		284,834
Prepaid Expenses and
Other Current Assets		30,643		43,117		44,425
Total Current Assets		652,229		645,062		621,492
Property and Equipment - Net		162,352		165,519		164,734
Goodwill		208,630		206,873		207,749
Other Intangible Assets – Net		99,828		104,318		103,366
Deferred Income Taxes and Other Assets		60,668		80,539		53,584
Total	$	1,183,707	$	1,202,311	$	1,150,925
Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts Payable	$	119,869	$	117,083	$	108,836
Accrued Expenses		101,312		114,432		82,143
Current Portion of Long-Term Debt		201		3,311		3,270
Total Current Liabilities		221,382		234,826		194,249
Long-Term Debt		400,138		405,676		404,815
Other Long-Term Obligations		4,223		4,685		4,526
Shareholders’ Equity		557,964		557,124		547,335
Total	$	1,183,707	$	1,202,311	$	1,150,925