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) February 2, 2011

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 February 2, 2011, Central Garden & Pet Company issued a press release announcing its financial results for the first quarter and fiscal year ended December 25, 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 February 2, 2011.

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/ Lori Varlas
	Lori Varlas
	Senior Vice President and Chief Financial Officer

Dated: February 2, 2011

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Lori Varlas

Central Garden & Pet Company

925.948.3670

CENTRAL GARDEN & PET COMPANY ANNOUNCES FISCAL 2011 FIRST QUARTER

RESULTS

WALNUT CREEK, CALIFORNIA, February 2, 2011 – Central Garden & Pet Company (NASDAQ: CENT/CENTA), a leading innovator, marketer and producer of quality branded products for the lawn and garden and pet supplies markets, today announced results for its first quarter ended December 25, 2010.

The Company reported first quarter net sales of $282 million, an increase of 5 percent over the same period a year ago. Net sales increased in both its Garden and Pet segments. The Company reported an operating loss of $6.5 million compared to operating income of $0.5 million in the comparable prior year period due primarily to rising grain and other raw material prices and increased marketing and brand building expenditures. The net loss for the quarter was $9.6 million, or $0.16 per share compared to a net loss of $2.9 million or $0.04 per share in the year ago period. The Company historically reports a loss in its first fiscal quarter given the seasonal nature of the lawn and garden category.

Branded product sales increased 5 percent to $231 million. Sales of other manufacturers’ products increased 4 percent to $51 million. Depreciation and amortization expense was $7 million in the first quarter of 2011, consistent with the first quarter of the prior year. Net interest expense was $8.9 million compared to $4.9 million a year ago. The quarter ending senior secured leverage ratio, as defined in the Company’s credit agreement, was 2.7x. At December 25, 2010, the Company’s cash and short term investment balance was $91 million. The Company repurchased $15 million of its common stock during the quarter under its $100 million stock repurchase program announced in July 2010.

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“Our revenues grew for both our Garden and Pet segments in a quarter which is seasonally a slow period for the garden category,” said Bill Brown, Chairman and Chief Executive Officer. “We were pleased with the first quarter revenue growth, although our quarterly results were impacted by rising input costs and our strategic investment in brand building. Going forward, we will continue to pursue growth opportunities and operating efficiencies while investing in innovation and marketing. We intend to leverage the strength of our product portfolio, our distribution network, and the strong relationships we have with our customers in order to deliver consistent profitable growth.”

Net sales for the Garden Products segment in the first quarter were $95 million, an increase of 8 percent from $88 million in the comparable fiscal 2010 period. The Garden Product segment’s operating loss was $8.0 million compared to a loss of $6.3 million in the first quarter of 2010. Branded product sales increased $6 million to $80 million. Sales of other manufacturers’ products increased 10 percent to $15 million. Net sales for the Pet Products segment were $187 million, an increase of 3 percent compared to $182 million in the year ago period. Operating income for the Pet Products segment was $11.4 million, compared to $17.6 million in the comparable prior year period. Branded product sales were $151 million, an increase of $5 million compared to last year. The Pet segment’s sales of other manufacturers’ products were $36 million and remained flat compared to last year.

The Company will discuss its first quarter results on a conference call today at 4:30 p.m. EST / 1:30 p.m. PST. Individuals may access the call by dialing 1-888-679-8038 and passcode 153202907 (domestic) or 1-617-213-4850 and passcode 153202907 (international). 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.

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

https://www.theconferencingservice.com/prereg/key.process?key=PELV8Y7B4. 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 1504 3145 (domestic) and 1-617-801-6888 and passcode 1504 3145 (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®, and Over ‘N Out®; and decorative outdoor patio products and the brands NORCAL®, NEW ENGLAND POTTERY®, CEDAR WORKS® 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 4,300 employees, primarily in North America and Europe. For additional information on Central Garden & Pet Company, including access to Central’s SEC filings, please visit Central’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, including those relating to potential operating efficiencies, new product introductions and potential growth opportunities 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, filed November 19, 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.

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(Tables Follow)

Central Garden & Pet Company

Condensed Consolidated Statements of Income

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended
	December 26,			December 25,
	2009			2010
Net Sales	$	269,236		$	281,719
Cost of Goods Sold and Occupancy		181,467			198,662
Gross Profit		87,769			83,057
Selling, General and Administrative
Expenses		87,248			89,540
Income (Loss) from Operations		521			(6,483	)
Interest Expense		(4,944	)		(9,039	)
Interest Income		10			133
Other Income (Expense)		592			(406	)
Loss Before Income Tax Benefit		(3,821	)		(15,795	)
Income Tax Benefit		(1,402	)		(6,117	)
Loss Including Non Controlling Interest		(2,419	)		(9,678	)
Net Income (Loss) Attributable
Non Controlling Interest		475			(86	)
Net Loss Attributable to Central Garden & Pet	$	(2,894	)	$	(9,592	)
Basic and Diluted Loss Per Common Share:	$	(0.04	)	$	(0.16	)
Weighted Average Shares Outstanding:
Basic and Diluted		66,828			60,941

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Central Garden & Pet Company

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

	December 26, 2009			December 25, 2010			September 25, 2010
Assets
Current Assets:
Cash and Cash Equivalents	$	91,791		$	75,317		$	91,460
Short Term Investments		—			15,320			15,320
Accounts Receivable		128,991			130,618			192,422
Inventories		327,403			341,621			285,964
Other Current Assets		48,023			52,610			42,733
Total Current Assets		596,208			615,486			627,899
Property and Equipment - Net		162,336			165,959			165,281
Goodwill		207,749			208,348			207,319
Other Intangible Assets – Net		102,236			85,768			86,798
Deferred Income Taxes and Other Assets		53,448			37,419			43,587
Total	$	1,121,977		$	1,112,980		$	1,130,884
Liabilities and Equity
Current Liabilities:
Accounts Payable	$	117,635		$	115,651		$	112,611
Accrued Expenses		83,091			84,931			81,418
Current Portion of Long-Term Debt		3,256			147			165
Total Current Liabilities		203,982			200,729			194,194
Long-Term Debt		404,007			400,141			400,106
Other Long-Term Obligations		4,405			4,462			4,441
Total Central Garden & Pet Company
Shareholders’ Equity		509,623			507,787			530,696
Non Controlling Interest		(40	)		(139	)		1,447
Total Equity		509,583			507,648			532,143
Total	$	1,121,977		$	1,112,980		$	1,130,884