10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 23, 2012

or

¨ TRANSITION REPORT PURSUANT OF SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 001-33268

CENTRAL GARDEN & PET COMPANY

Delaware	68-0275553
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1340 Treat Blvd., Suite 600, Walnut Creek, California 94597

(Address of principle executive offices)

(925) 948-4000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock Outstanding as of July 15, 2012	12,247,571
Class A Common Stock Outstanding as of July 15, 2012	34,508,826
Class B Stock Outstanding as of July 15, 2012	1,652,262

PART I.     FINANCIAL INFORMATION

Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets as of June 25, 2011, June 23, 2012 and September 24, 2011	4
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended June 25, 2011, and June 23, 2012	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 25, 2011 and June 23, 2012	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
PART II.    OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	34

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This Form 10-Q includes “forward-looking statements.” Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, our transformational efforts, capital expenditures, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, our business strategy, our ability to pass through grain and other raw material price increases and the trends we anticipate in the industries and economies in which we operate and other information that is not historical information. When used in this Form 10-Q, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” ‘‘intends,” “believes” and, variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them, but we cannot assure you that our expectations, beliefs and projections will be realized.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this Form 10-Q. Important factors that could cause our actual results to differ materially from the forward-looking statements we make in this Form 10-Q are set forth in this Form 10-Q and our Form 10-K for the fiscal year ended September 24, 2011 including the factors described in the sections titled “Risk Factors.” If any of these risks or uncertainties materialize, or if any of our underlying assumptions are incorrect, our actual results may differ significantly from the results that we express in or imply by any of our forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect future events or circumstances. Presently known risk factors include, but are not limited to, the following factors:

• the success of our transformational change initiative;

• disruptions in our business as we implement our transformational change initiative and the resulting consequences to our business and results of operations;

• seasonality and fluctuations in our operating results and cash flow;

• fluctuations in market prices for seeds and grains and other raw materials and our ability to pass-through cost increases in a timely manner;

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• declines in consumer spending during economic downturns;

• inflation, deflation and other adverse macro-economic conditions;

• supply shortages in small animals and pet birds;

• adverse weather conditions;

• fluctuations in energy prices, fuel and related petrochemical costs;

• access to and cost of additional capital

• dependence on a small number of customers for a significant portion of our business;

• consolidation trends in the retail industry;

• uncertainty about new product innovations and marketing programs;

• competition in our industries;

• risks associated with our acquisition strategy;

• dependence upon our key executive officers;

• implementation of a new enterprise resource planning information technology system;

• our ability to protect our intellectual property rights;

• potential environmental liabilities;

• risk associated with international sourcing;

• litigation and product liability claims;

• regulatory issues, including product recalls;

• the voting power associated with our Class B stock; and

• potential dilution from issuance of additional shares.

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PART I.    FINANCIAL INFORMATION

Item 1. Financial Statements

CENTRAL GARDEN & PET COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

Unaudited

	June 25, 2011		June 23, 2012		(See Note 1) September 24, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	11,233	$	40,699	$	12,031
Short term investments		15,320		17,820		17,820
Accounts receivable (less allowance for doubtful accounts of $18,782, $18,297 and $15,590)		257,418		245,780		195,417
Inventories		343,788		334,796		329,546
Prepaid expenses and other		40,095		46,107		47,772
Total current assets		667,854		685,202		602,586
Land, buildings, improvements and equipment – net		171,187		185,225		176,402
Goodwill		209,348		210,223		210,223
Other intangible assets – net		85,705		80,529		84,526
Deferred income taxes and other assets		21,638		18,539		19,266
Total	$	1,155,732	$	1,179,718	$	1,093,003
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	115,380	$	125,111	$	116,524
Accrued expenses		92,678		106,818		75,128
Current portion of long-term debt		198		347		279
Total current liabilities		208,256		232,276		191,931
Long-term debt		450,266		449,530		435,330
Deferred income taxes and other long-term obligations		4,104		23,478		8,960
Equity:
Common stock, $.01 par value: 13,755,693, 12,247,571 and 12,949,593 shares outstanding at June 25, 2011, June 23, 2012 and September 24, 2011		137		122		129
Class A common stock, $.01 par value: 38,191,629, 34,506,329 and 35,941,360 shares outstanding at June 25, 2011, June 23, 2012 and September 24, 2011		382		345		359
Class B stock, $.01 par value: 1,652,262 shares outstanding		16		16		16
Additional paid-in capital		421,351		381,751		396,208
Retained earnings		69,234		89,777		59,045
Accumulated other comprehensive income		1,386		1,127		1,019
Total Central Garden & Pet Company shareholders’ equity		492,506		473,138		456,776
Noncontrolling interest		600		1,296		6
Total equity		493,106		474,434		456,782
Total	$	1,155,732	$	1,179,718	$	1,093,003

See notes to condensed consolidated financial statements.

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CENTRAL GARDEN & PET COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended						Nine Months Ended
	June 25, 2011			June 23, 2012			June 25, 2011			June 23, 2012
Net sales	$	484,303		$	533,808		$	1,251,746		$	1,302,777
Cost of goods sold and occupancy		334,914			353,156			856,031			893,691
Gross profit		149,389			180,652			395,715			409,086
Selling, general and administrative expenses		112,795			131,683			305,974			326,175
Income from operations		36,594			48,969			89,741			82,911
Interest expense		(9,948	)		(10,723	)		(28,330	)		(30,738	)
Interest income		140			28			333			84
Other income (expense)		318			102			116			(19	)
Income before income taxes and noncontrolling interest		27,104			38,376			61,860			52,238
Income taxes		9,879			14,554			21,952			19,716
Income including noncontrolling interest		17,225			23,822			39,908			32,522
Net income attributable to noncontrolling interest		144			1,123			653			1,290
Net income attributable to Central Garden & Pet Company	$	17,081		$	22,699		$	39,255		$	31,232
Net income per share attributable to Central Garden & Pet Company:
Basic	$	0.32		$	0.48		$	0.68		$	0.66
Diluted	$	0.31		$	0.47		$	0.68		$	0.65
Weighted average shares used in the computation of net income per share:
Basic		54,020			47,661			57,635			47,580
Diluted		54,498			48,388			58,115			48,253

See notes to condensed consolidated financial statements.

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CENTRAL GARDEN & PET COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Nine Months Ended
	June 25, 2011			June 23, 2012
Cash flows from operating activities:
Net income	$	39,908		$	32,522
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		21,316			23,076
Stock-based compensation		5,720			5,342
Excess tax benefits from stock-based awards		(791	)		(938	)
Deferred income taxes		14,859			12,117
Gain on sale of property and equipment		(4	)		(102	)
Change in assets and liabilities:
Accounts receivable		(61,422	)		(50,318	)
Inventories		(45,648	)		(5,189	)
Prepaid expenses and other assets		11,836			6,911
Accounts payable		5,536			7,768
Accrued expenses		7,524			31,960
Other long-term obligations		(337	)		1,005
Net cash provided by (used in) operating activities		(1,503	)		64,154
Cash flows from investing activities:
Additions to property and equipment		(20,191	)		(26,930	)
Payments to acquire companies, net of cash acquired		(24,432	)		0
Net cash used in investing activities		(44,623	)		(26,930	)
Cash flows from financing activities:
Proceeds from issuance of long-term debt		0			49,288
Repayments of long-term debt		(221	)		(266	)
Borrowings under revolving line of credit		593,000			304,000
Repayments under revolving line of credit		(543,000	)		(339,000	)
Proceeds from issuance of common stock		1,436			1,291
Repurchase of common stock		(83,602	)		(23,151	)
Distribution to noncontrolling interest		(1,500	)		0
Excess tax benefits from stock-based awards		791			938
Payment of financing costs		(1,034	)		(1,715	)
Net cash used in financing activities		(34,130	)		(8,615	)
Effect of exchange rate changes on cash and cash equivalents		29			59
Net increase (decrease) in cash and cash equivalents		(80,227	)		28,668
Cash and equivalents at beginning of period		91,460			12,031
Cash and equivalents at end of period	$	11,233		$	40,699
Supplemental information:
Cash paid for interest	$	19,965		$	21,256

See notes to condensed consolidated financial statements.

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CENTRAL GARDEN & PET COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three and Nine Months Ended June 23, 2012

(unaudited)

1. Basis of Presentation

The condensed consolidated balance sheets of Central Garden & Pet Company and subsidiaries (the “Company” or “Central”) as of June 25, 2011 and June 23, 2012, the condensed consolidated statements of operations for the three and nine months ended June 25, 2011 and June 23, 2012, and the condensed consolidated statements of cash flows for the nine months ended June 25, 2011 and June 23, 2012 have been prepared by the Company, without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) considered necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods mentioned above, have been made.

For the Company’s foreign business in the UK, the local currency is the functional currency. Assets and liabilities are translated using the exchange rate in effect at the balance sheet date. Income and expenses are translated at the average exchange rate for the period. Deferred taxes are not provided on translation gains and losses, because the Company expects earnings of its foreign subsidiary to be permanently reinvested. Transaction gains and losses are included in results of operations. See Note 7, Supplemental Equity and Comprehensive Income Information, for further detail.

Due to the seasonal nature of the Company’s garden business, the results of operations for the three and nine month periods ended June 25, 2011 and June 23, 2012 are not indicative of the operating results that may be expected for the entire fiscal year. These interim financial statements should be read in conjunction with the annual audited financial statements, accounting policies and financial notes thereto, included in the Company’s 2011 Annual Report on Form 10-K, which has previously been filed with the Securities and Exchange Commission, as well as other subsequent Securities and Exchange Commission filings. The September 24, 2011 balance sheet presented herein was derived from the audited financial statements.

Noncontrolling Interest

Noncontrolling interest in the Company’s condensed consolidated financial statements represents the 20% interest not owned by Central in a consolidated subsidiary. Since the Company controls this subsidiary, its financial statements are fully consolidated with those of the Company, and the noncontrolling owner’s 20% share of the subsidiary’s net assets and results of operations is deducted and reported as noncontrolling interest on the consolidated balance sheets and as net income (loss) attributable to noncontrolling interest in the consolidated statements of operations. See Note 7, Supplemental Equity and Comprehensive Income Information, for additional information.

Derivative Instruments

The Company principally uses a combination of purchase orders and various short and long-term supply arrangements in connection with the purchase of raw materials, including certain commodities. The Company also enters into commodity futures and options contracts to reduce the volatility of price fluctuations of corn, which impacts the cost of raw materials. The Company’s primary objective when entering into these derivative contracts is to achieve greater certainty with regard to the future price of commodities purchased for use in its supply chain. These derivative contracts are entered into for periods consistent with the related underlying exposures and do not constitute positions independent of those exposures. The Company does not enter into derivative contracts for speculative purposes and does not use leveraged instruments.

The Company does not perform the assessments required to achieve hedge accounting for commodity derivative positions. Accordingly, the changes in the values of these derivatives are recorded currently in cost of sales in its condensed consolidated statements of operations. As of June 23, 2012, the notional amount of these contracts was not significant.

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Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-6, “Improving Disclosures about Fair Value Measurements.” This ASU requires new disclosures regarding transfers in and out of Level 1 and Level 2 fair value measurements, as well as requiring presentation on gross basis information about purchases, sales, issuances and settlements in Level 3 fair value measurements. The ASU also clarifies existing disclosures regarding level of disaggregation, inputs and valuation techniques. The ASU is effective for interim and annual reporting periods beginning after December 15, 2009 and became effective for the Company on December 27, 2009. Disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements are effective for fiscal years beginning after December 15, 2010 and were effective for the Company on September 25, 2011. The adoption of this ASU had no impact on the Company’s consolidated financial statements.

In December 2010, the FASB issued ASU No. 2010-28, “Intangibles – Goodwill and Other (Topic 350) – When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”). The amendments in this update modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. ASU 2010-28 is effective for fiscal years and interim periods within those years, beginning after December 15, 2010 and was effective for the Company on September 25, 2011. The adoption of this ASU had no impact on the Company’s consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.” ASU No. 2011-05 requires that all nonowner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements, eliminating the option to present other comprehensive income in the statement of changes in equity. Under either choice, items that are reclassified from other comprehensive income to net income are required to be presented on the face of the financial statements where the components of net income and the components of other comprehensive income are presented. In December 2011, the FASB issued an update to ASU No. 2011-05, ASU No. 2011-12, which was issued to defer the effective date for amendments to the reclassifications of items out of accumulated other comprehensive income in ASU No. 2011-05. ASU No. 2011-05 and the amendments in ASU No. 2011-12 are effective for fiscal years and interim periods within those years, beginning after December 15, 2011 and will be effective for the Company on September 30, 2012. The guidance will be applied retrospectively. This amendment will change the manner in which the Company presents comprehensive income. The Company is in the process of evaluating the impact on its consolidated financial statements.

In September 2011, the FASB issued ASU No. 2011-08, “Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment”, which amended the guidance on the annual testing of goodwill for impairment. The amended guidance will allow companies to assess qualitative factors to determine if it is more-likely-than-not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment test required under current accounting standards. The guidance is effective for fiscal years beginning after December 15, 2011, and will be effective for the Company on September 30, 2012. The Company has determined that this new guidance will not have a material impact on its consolidated financial statements.

2. Fair Value Measurements

ASC 820 established a single authoritative definition of fair value, a framework for measuring fair value and expands disclosure of fair value measurements. ASC 820 requires financial assets and liabilities to be categorized based on the inputs used to calculate their fair values as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

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Level 3 – Unobservable inputs for the asset or liability, which reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company had short- term investments, consisting of bank certificates of deposit, measured at fair value under Level 2 inputs in the fair value hierarchy, as of June 23, 2012. The Company had no other significant financial assets or liabilities on the balance sheet that were measured at fair value as of June 23, 2012.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Company measures certain non-financial assets and liabilities, including long-lived assets, goodwill and intangible assets, at fair value on a non-recurring basis. Fair value measurements of non-financial assets and non-financial liabilities are used primarily in the impairment analyses of long-lived assets, goodwill and other intangible assets. During the period ended June 23, 2012, the Company was not required to measure any significant non-financial assets and liabilities at fair value.

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3. Financial Instruments

The Company’s financial instruments include cash and equivalents, short term investments consisting of bank certificates of deposit, accounts receivable and payable, short-term borrowings, and accrued liabilities. The carrying amount of these instruments approximates fair value because of their short-term nature.

The estimated fair value of the Company’s $450 million 8.25 % senior subordinated notes due 2018 as of June 23, 2012 was $459.0 million, compared to a carrying value of $449.3 million, net of unamortized discount of $0.7 million. The estimated fair value is based on quoted market prices for these notes. See Note 6, Long Term Debt, for additional information.

4. Goodwill

The Company accounts for goodwill in accordance with ASC 350, “Intangibles – Goodwill and Other,” and tests goodwill for impairment annually, or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. This assessment involves the use of significant accounting judgments and estimates as to future operating results and discount rates. Changes in estimates or use of different assumptions could produce significantly different results. An impairment loss is generally recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit. The Company uses discounted cash flow analysis to estimate the fair value of our reporting units. The Company’s goodwill impairment analysis also includes a comparison of the aggregate estimated fair value of all four reporting units to the Company’s total market capitalization. Based on the Company’s annual analysis of goodwill performed during the fourth quarter of fiscal 2011, it concluded there was no impairment of goodwill during fiscal 2011.

Contingent performance payments of $1.0 million were paid in fiscal 2011 for previous acquisitions and recorded as goodwill.

On February 28, 2011, the Company acquired certain assets of a privately-held maker of premium fertilizer for the professional and retail markets for approximately $23 million in cash. The acquired assets were integrated into the business of Pennington Seed, Inc., a wholly owned subsidiary of the Company. The purchase price exceeded the estimated fair value of the tangible and intangible assets acquired by $1.0 million, which was recorded as goodwill.

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5. Other Intangible Assets

The following table summarizes the components of gross and net acquired intangible assets:

	Gross		Accumulated Amortization			Impairment			Net Carrying Value
			(in millions)
June 23, 2012
Marketing-related intangible assets – amortizable	$	12.3	$	(7.2	)	$	0		$	5.1
Marketing-related intangible assets – nonamortizable		59.6		0			(16.9	)		42.7
Total		71.9		(7.2	)		(16.9	)		47.8
Customer-related intangible assets – amortizable		42.7		(14.8	)		0			27.9
Other acquired intangible assets – amortizable		10.8		(6.0	)		0			4.8
Other acquired intangible assets – nonamortizable		1.2		0			(1.2	)		0
Total		12.0		(6.0	)		(1.2	)		4.8
Total other intangible assets	$	126.6	$	(28.0	)	$	(18.1	)	$	80.5
June 25, 2011
Marketing-related intangible assets – amortizable	$	12.3	$	(5.9	)	$	0		$	6.4
Marketing-related intangible assets – nonamortizable		59.6		0			(16.9	)		42.7
Total		71.9		(5.9	)		(16.9	)		49.1
Customer-related intangible assets – amortizable		42.7		(12.5	)		0			30.2
Other acquired intangible assets – amortizable		10.8		(4.4	)		0			6.4
Other acquired intangible assets – nonamortizable		1.2		0			(1.2	)		0
Total		12.0		(4.4	)		(1.2	)		6.4
Total other intangible assets	$	126.6	$	(22.8	)	$	(18.1	)	$	85.7
September 24, 2011
Marketing-related intangible assets – amortizable	$	12.3	$	(6.3	)	$	0		$	6.0
Marketing-related intangible assets – nonamortizable		59.6		0			(16.9	)		42.7
Total		71.9		(6.3	)		(16.9	)		48.7
Customer-related intangible assets – amortizable		42.7		(13.0	)		0			29.7
Other acquired intangible assets – amortizable		10.8		(4.7	)		0			6.1
Other acquired intangible assets – nonamortizable		1.2		0			(1.2	)		0
Total		12.0		(4.7	)		(1.2	)		6.1
Total other intangible assets	$	126.6	$	(24.0	)	$	(18.1	)	$	84.5

Other intangible assets acquired include contract-based and technology-based intangible assets.

On February 28, 2011, the Company acquired approximately $2.7 million of identified customer related and other intangible assets as part of its acquisition of certain assets of a privately-held maker of premium fertilizer.

The Company evaluates long-lived assets, including amortizable and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. The Company evaluates indefinite-lived intangible assets on an annual basis. In fiscal 2011, the Company tested its indefinite-lived intangible assets and no impairment was indicated. Other factors indicating the carrying value of the Company’s amortizable intangible assets may not be recoverable were not present in fiscal 2011, and accordingly, no impairment testing was performed on these assets.

The Company is currently amortizing its acquired intangible assets with definite lives; over weighted average remaining lives of eight years for marketing-related intangibles, 18 years for customer-related intangibles and six years for other acquired intangibles. Amortization expense for intangibles subject to amortization was approximately $1.6 million and $1.4 million for the three month periods ended June 23, 2012 and June 25, 2011, respectively, and $4.0 million and $3.8 million for the nine month periods ended June 23, 2012 and June 25, 2011, respectively, and is classified within operating expenses in the condensed consolidated statements of operations. Estimated annual amortization expense related to acquired intangible assets in each of the succeeding five years is estimated to be approximately $4 million per year from fiscal 2012 through fiscal 2016.

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6. Long-Term Debt

Long-term debt consists of the following:

	June 23, 2012			September 24, 2011
	(in thousands)
Senior subordinated notes, net of unamortized discount(1), interest at 8.25%, payable semi- annually, principal due March 2018	$	449,288		$	400,000
Revolving credit facility, interest at Alternate Base Rate plus a margin of 0.75% to 1.75%, or LIBOR plus a margin of 1.75% to 2.75%, final maturity June 2016		0			35,000
Other notes payable		589			609
Total		449,877			435,609
Less current portion		(347	)		(279	)
Long-term portion	$	449,530		$	435,330

(1) Represents unamortized original issue discount of $712,000 as of June 23, 2012, which is amortizable until March 2018.

Senior Credit Facility

On June 8, 2011, the Company amended its $275 million, five-year senior secured revolving credit facility (the “Credit Facility”) included in its Amended and Restated Credit Agreement (the “Credit Agreement”). Under the modified terms, the Credit Facility has a borrowing capacity of $375 million, an increase of $100 million, and an extension of maturity date by approximately one year, to June 2016. As amended, the Credit Facility bears lower interest rates and commitment fees and requires less interest coverage. The Company continues to have the option to increase the size of the Credit Facility by an additional $200 million of incremental term loans and/or revolving loans should it exercise its option and one or more lenders are willing to make such increased amounts available to it. There was no outstanding balance as of June 23, 2012 under the Credit Facility. There were no letters of credit outstanding under the Credit Facility as of June 23, 2012. As of June 23, 2012, there were $375.0 million of unused commitments under the Credit Facility or, after giving effect to the financial covenants in the Credit Agreement, $231.9 million of remaining borrowing capacity.

Interest on the amended Credit Facility is based, at the Company’s option, on a rate equal to the Alternate Base Rate (ABR), which is the greatest of the prime rate, the Federal Funds rate plus  ¹/₂ of 1% or one month LIBOR plus 1%, plus a margin, which fluctuates from 0.75% to 1.75%, or LIBOR plus a margin, which fluctuates from 1.75% to 2.75% and commitment fees that range from 0.30% to 0.50%, determined quarterly based on consolidated total debt to consolidated EBITDA for the most recent trailing 12-month period. As of June 23, 2012, the applicable interest rate on the Credit Facility related to alternate base rate borrowings was 5.0%, and the applicable interest rate related to LIBOR rate borrowings was 3.0%.

The Credit Facility is guaranteed by the Company’s material subsidiaries and is secured by the Company’s assets, excluding real property but including substantially all of the capital stock of the Company’s subsidiaries. The Credit Agreement contains certain financial and other covenants which require the Company to maintain minimum levels of interest coverage and maximum levels of senior debt to EBITDA and that restrict the Company’s ability to repurchase its stock, make investments in or acquisitions of other businesses and pay dividends above certain levels over the life of the Credit Facility. Under the terms of the Company’s Credit Facility, it may make restricted payments, including cash dividends and stock repurchases, in an aggregate amount initially not to exceed $200 million over the life of the Credit Facility, subject to qualifications and baskets as defined in the Credit Agreement. As of June 23, 2012, the Company’s Total Leverage Ratio, as defined in the Credit Agreement, was 3.9 to 1.0, and the Company’s Senior Secured Leverage Ratio, as defined in the Credit Agreement with a maximum of 2.0 to 1.0, was 0 to 1.0. The Company’s minimum Interest Coverage Ratio was reduced to 2.50 times, from 2.75 times as part of the modification of the Credit Facility. As of June 23, 2012, the Company’s Interest Coverage ratio was 3.0 times. Apart from the covenants limiting restricted payments and capital expenditures, the Credit Facility does not restrict the use of retained earnings or net income. The Company was in compliance with all financial covenants as of June 23, 2012.

Senior Subordinated Notes and Debt Refinancing

On March 8, 2010, the Company issued $400 million aggregate principal amount of 8.25% senior subordinated notes due March 1, 2018 (the “2018 Notes”).

12

On February 8, 2012, the Company issued an additional $50 million aggregate principal amount of its 2018 Notes at a price of 98.501%, plus accrued interest from September 1, 2011, in a private placement. The Company used the net proceeds from the offering to pay a portion of the outstanding balance under its Credit Facility.

The Company incurred approximately $1.7 million of debt issuance costs in conjunction with this offering, which included underwriter fees and legal, accounting and rating agency expenses. The debt issuance costs are being amortized over the remaining term of the 2018 notes.

The 2018 Notes require semiannual interest payments, which commenced on September 1, 2010. The 2018 Notes are unsecured senior subordinated obligations and are subordinated to all of the Company’s existing and future senior debt, including the Company’s Credit Facility. The obligations under the 2018 Notes are fully and unconditionally guaranteed on a senior subordinated basis by each of the Company’s existing and future domestic restricted subsidiaries with certain exceptions. The guarantees are general unsecured senior subordinated obligations of the guarantors and are subordinated to all existing and future senior debt of the guarantors.

The Company may redeem some or all of the 2018 Notes at any time prior to March 1, 2014 at the principal amount plus a “make whole” premium. The Company may redeem some or all of the 2018 Notes at any time on or after March 1, 2014 for 104.125%, after March 1, 2015 for 102.063% and after March 1, 2016 for 100%, plus accrued and unpaid interest. Additionally, at any time prior to March 1, 2013, the Company may redeem up to 35% of the 2018 Notes with any proceeds the Company receives from certain equity offerings at a redemption price of 108.25% of the principal amount, plus accrued and unpaid interest. The holders of the 2018 Notes have the right to require the Company to repurchase all or a portion of the 2018 Notes at a purchase price equal to 101% of the principal amount of the notes repurchased, plus accrued and unpaid interest through the repurchase date upon the occurrence of a change of control.

The 2018 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments.

7. Supplemental Equity and Comprehensive Income Information

The following table summarizes the allocation of total comprehensive income between controlling and noncontrolling interests for the nine months ended June 23, 2012 and June 25, 2011:

	Nine Months Ended June 23, 2012
(in thousands)	Controlling Interest		Noncontrolling Interest		Total
Net income	$	31,232	$	1,290	$	32,522
Other comprehensive income:
Foreign currency translation		108		0		108
Total comprehensive income	$	31,340	$	1,290	$	32,630

	Nine Months Ended June 25, 2011
(in thousands)	Controlling Interest		Noncontrolling Interest		Total
Net income	$	39,255	$	653	$	39,908
Other comprehensive income:
Foreign currency translation		442		0		442
Total comprehensive income	$	39,697	$	653	$	40,350

13

The following table provides a summary of the changes in the carrying amounts of equity attributable to controlling interest and noncontrolling interest for the nine months ended June 23, 2012 and June 25, 2011:

	Controlling Interest
(in thousands)	Common Stock			Class A Common Stock			Class B Stock		Additional Paid In Capital			Retained Earnings			Accumulated Other Comprehensive Income		Total			Noncontrolling Interest		Total
Balance September 24, 2011	$	129		$	359		$	16	$	396,208		$	59,045		$	1,019	$	456,776		$	6	$	456,782
Comprehensive income		0			0			0		0			31,232			108		31,340			1,290		32,630
Stock based compensation		0			0			0		3,782			0			0		3,782			0		3,782
Restricted share activity		0			1			0		379			0			0		380			0		380
Issuance of common stock		0			4			0		802			0			0		806			0		806
Repurchase of common stock		(7	)		(19	)		0		(20,358	)		(500	)		0		(20,884	)		0		(20,884	)
Tax benefit on stock option exercise		0			0			0		938			0			0		938			0		938
Balance June 23, 2012	$	122		$	345		$	16	$	381,751		$	89,777		$	1,127	$	473,138		$	1,296	$	474,434

	Controlling Interest
(in thousands)	Common Stock			Class A Common Stock			Class B Stock		Additional Paid In Capital			Retained Earnings			Accumulated Other Comprehensive Income		Total			Noncontrolling Interest			Total
Balance September 25, 2010	$	163		$	437		$	16	$	483,817		$	45,319		$	944	$	530,696		$	1,447		$	532,143
Comprehensive income		0			0			0		0			39,255			442		39,697			653			40,350
Stock based compensation		0			0			0		4,143			0			0		4,143			0			4,143
Restricted share activity		0			4			0		(180	)		0			0		(176	)		0			(176	)
Issuance of common stock		0			4			0		1,400			0			0		1,404			0			1,404
Repurchase of common stock		(26	)		(63	)		0		(68,620	)		(15,340	)		0		(84,049	)		0			(84,049	)
Distributions to noncontrolling interest		0			0			0		0			0			0		0			(1,500	)		(1,500	)
Tax benefit on stock option exercise		0			0			0		791			0			0		791			0			791
Balance June 25, 2011	$	137		$	382		$	16	$	421,351		$	69,234		$	1,386	$	492,506		$	600		$	493,106

8. Stock-Based Compensation

The Company recognized share-based compensation expense of $5.3 million and $5.7 million for the nine month periods ended June 23, 2012 and June 25, 2011, respectively, as a component of selling, general and administrative expenses. The tax benefit associated with share-based compensation expense for the nine month periods ended June 23, 2012 and June 25, 2011 was $2.0 million and $2.1 million, respectively.

9. Earnings Per Share

The following is a reconciliation of the numerators and denominators of the basic and diluted per share computations for income from continuing operations.

	Three Months Ended June 23, 2012							Nine Months Ended June 23, 2012
	Income		Shares		Per Share			Income		Shares		Per Share
	(in thousands, except per share amounts)
Basic EPS:
Net income available to common shareholders	$	22,699		47,661	$	0.48		$	31,232		47,580	$	0.66
Effect of dilutive securities:
Options to purchase common stock		0		476		(0.01	)		0		455		(0.01	)
Restricted shares		0		251		0			0		218		0
Diluted EPS:
Net income available to common shareholders	$	22,699		48,388	$	0.47		$	31,232		48,253	$	0.65

14

	Three Months Ended June 25, 2011							Nine Months Ended June 25, 2011
	Income		Shares		Per Share			Income (Loss)		Shares		Per Share
	(in thousands, except per share amounts)
Basic EPS:
Net income available to common shareholders	$	17,081		54,020	$	0.32		$	39,255		57,635	$	0.68
Effect of dilutive securities:
Options to purchase common stock		0		300		(0.01	)		0		329		0
Restricted shares		0		178		0			0		151		0
Diluted EPS:
Net income available to common shareholders	$	17,081		54,498	$	0.31		$	39,255		58,115	$	0.68

Options to purchase 12.8 million shares of common stock at prices ranging from $4.60 to $17.99 per share were outstanding at June 23, 2012 and options to purchase 12.6 million shares of common stock at prices ranging from $4.26 to $17.99 per share were outstanding at June 25, 2011.

For the three month periods ended June 23, 2012 and June 25, 2011, options to purchase 10.8 million and 9.4 million shares of common stock, respectively, were outstanding but were not included in the computation of diluted earnings per share because the option exercise prices were greater than the average market price of the common shares and, therefore, the effect would be anti-dilutive.

For the nine month period ended June 23, 2012 and June 25, 2011, options to purchase 9.9 million and 8.0 million shares of common stock, respectively, were outstanding but were not included in the computation of diluted earnings per share because the option exercise prices were greater than the average market price of the common shares and, therefore, the effect would be anti-dilutive.

15

10. Segment Information

Management has determined that the Company has two operating segments which are also reportable segments based on the level at which the Chief Operating Decision Maker reviews the results of operations to make decisions regarding performance assessment and resource allocation. These operating segments are Pet Products and Garden Products and are presented in the table below (in thousands).

	Three Months Ended						Nine Months Ended
	June 25, 2011			June 23, 2012			June 25, 2011			June 23, 2012
Net sales:
Pet Products	$	227,256		$	271,345		$	639,464		$	693,114
Garden Products		257,047			262,463			612,282			609,663
Total net sales	$	484,303		$	533,808		$	1,251,746		$	1,302,777
Income from operations:
Pet Products	$	27,214		$	40,454		$	61,978		$	71,153
Garden Products		17,962			22,581			56,900			48,111
Corporate		(8,582	)		(14,066	)		(29,137	)		(36,353	)
Total income from operations		36,594			48,969			89,741			82,911
Interest expense – net		(9,808	)		(10,695	)		(27,997	)		(30,654	)
Other income (expense)		318			102			116			(19	)
Income taxes		9,879			14,554			21,952			19,716
Income including noncontrolling interest		17,225			23,822			39,908			32,522
Net income attributable to noncontrolling interest		144			1,123			653			1,290
Net income attributable to Central Garden & Pet Company	$	17,081		$	22,699		$	39,255		$	31,232
Depreciation and amortization:
Pet Products	$	3,576		$	3,702		$	10,917		$	10,904
Garden Products		1,552			1,920			4,475			5,058
Corporate		1,978			2,402			5,924			7,114
Total depreciation and amortization	$	7,106		$	8,024		$	21,316		$	23,076
	June 25, 2011			June 23, 2012			September 24, 2011
Assets:
Pet Products	$	422,364		$	432,342		$	396,637
Garden Products		404,523			384,502			350,234
Corporate		328,845			362,874			346,132
Total assets	$	1,155,732		$	1,179,718		$	1,093,003
Goodwill (included in corporate assets above):
Pet Products	$	201,639		$	202,514		$	202,514
Garden Products		7,709			7,709			7,709
Total goodwill	$	209,348		$	210,223		$	210,223

16

11. Consolidating Condensed Financial Information of Guarantor Subsidiaries

Certain 100% wholly-owned subsidiaries of the Company (as listed below, collectively the “Guarantor Subsidiaries”) have guaranteed fully and unconditionally, on a joint and several basis, the obligation to pay principal and interest on the Company’s $450 million 8.25% Senior Subordinated Notes (the “Notes”) due March 1, 2018. Certain subsidiaries and operating divisions are not guarantors of the Notes and have been included in the financial results of the Parent in the information below. These Non-Guarantor entities are not material to the Parent. Those subsidiaries that are guarantors and co-obligors of the Notes are as follows:

Farnam Companies, Inc.

Four Paws Products Ltd.

Grant Laboratories, Inc.

Gulfstream Home & Garden, Inc.

Interpet USA, LLC

Kaytee Products, Inc.

Matthews Redwood & Nursery Supply, Inc.

Matson, LLC

New England Pottery, LLC

Pennington Seed, Inc. (including Pennington Seed, Inc. of Nebraska, Gro Tec, Inc., Seeds West, Inc., All-Glass Aquarium Co., Inc. and Cedar Works, LLC.)

Pets International, Ltd.

T.F.H. Publications, Inc.

Wellmark International (including B2E Corporation and B2E Biotech LLC)

In lieu of providing separate audited financial statements for the Guarantor Subsidiaries, the Company has included the accompanying consolidating condensed financial statements based on the Company’s understanding of the Securities and Exchange Commission’s interpretation and application of Rule 3-10 of the Securities and Exchange Commission’s Regulation S-X.

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

Three Months Ended June 23, 2012

(in thousands)

(unaudited)

	Parent			Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	161,734		$	398,615	$	(26,541	)	$	533,808
Cost of products sold and occupancy		111,510			268,187		(26,541	)		353,156
Gross profit		50,224			130,428		0			180,652
Selling, general and administrative expenses		41,061			90,622		0			131,683
Income from operations		9,163			39,806		0			48,969
Interest – net		(10,727	)		32		0			(10,695	)
Other income (loss)		(4,494	)		4,596		0			102
Income (loss) before income taxes		(6,058	)		44,434		0			38,376
Income taxes (tax benefit)		(2,361	)		16,915		0			14,554
Income (loss) including noncontrolling interest		(3,697	)		27,519		0			23,822
Income attributable to noncontrolling interest		1,123			0		0			1,123
Income (loss) attributable to Central Garden & Pet Co. before equity in undistributed income of guarantor subsidiaries		(4,820	)		27,519		0			22,699
Equity in undistributed income of guarantor subsidiaries		27,519			0		(27,519	)		0
Net income attributable to Central Garden & Pet Co.	$	22,699		$	27,519	$	(27,519	)	$	22,699

17

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

Three Months Ended June 25, 2011

(in thousands)

(unaudited)

	Parent			Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	157,449		$	358,384	$	(31,530	)	$	484,303
Cost of products sold and occupancy		118,876			247,568		(31,530	)		334,914
Gross profit		38,573			110,816		0			149,389
Selling, general and administrative expenses		38,002			74,793		0			112,795
Income from operations		571			36,023		0			36,594
Interest – net		(9,947	)		139		0			(9,808	)
Other income (loss )		(576	)		894		0			318
Income (loss) before income taxes		(9,952	)		37,056		0			27,104
Income taxes (tax benefit)		(3,629	)		13,508		0			9,879
Income (loss) including noncontrolling interest		(6,323	)		23,548		0			17,225
Income attributable to noncontrolling interest		144			0		0			144
Income (loss) attributable to Central Garden & Pet Co. before equity in undistributed income of guarantor subsidiaries		(6,467	)		23,548		0			17,081
Equity in undistributed income of guarantor subsidiaries		23,548			0		(23,548	)		0
Net income attributable to Central Garden & Pet Co.	$	17,081		$	23,548	$	(23,548	)	$	17,081

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

Nine Months Ended June 23, 2012

(in thousands)

(unaudited)

	Parent			Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	416,119		$	952,470	$	(65,812	)	$	1,302,777
Cost of products sold and occupancy		298,413			661,090		(65,812	)		893,691
Gross profit		117,706			291,380		0			409,086
Selling, general and administrative expenses		103,123			223,052		0			326,175
Income from operations		14,583			68,328		0			82,911
Interest – net		(30,769	)		115		0			(30,654	)
Other income (expense)		(5,161	)		5,142		0			(19	)
Income (loss) before income taxes		(21,347	)		73,585		0			52,238
Income tax (tax benefit)		(7,962	)		27,678		0			19,716
Income (loss) including noncontrolling interest		(13,385	)		45,907		0			32,522
Income attributable to noncontrolling interest		1,290			0		0			1,290
Income (loss) attributable to Central Garden & Pet Co. before equity in undistributed income of guarantor subsidiaries		(14,675	)		45,907		0			31,232
Equity in undistributed income of guarantor subsidiaries		45,907			0		(45,907	)		0
Net income attributable to Central Garden & Pet Co.	$	31,232		$	45,907	$	(45,907	)	$	31,232

18

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

Nine Months Ended June 25, 2011

(in thousands)

(unaudited)

	Parent			Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	392,617		$	966,295	$	(107,166	)	$	1,251,746
Cost of products sold and occupancy		290,338			672,859		(107,166	)		856,031
Gross profit		102,279			293,436		0			395,715
Selling, general and administrative expenses		97,411			208,563		0			305,974
Income from operations		4,868			84,873		0			89,741
Interest – net		(28,303	)		306		0			(27,997	)
Other income (loss)		(2,611	)		2,727		0			116
Income (loss) before income taxes		(26,046	)		87,906		0			61,860
Income taxes (tax benefit)		(9,166	)		31,118		0			21,952
Income (loss) including noncontrolling interest		(16,880	)		56,788		0			39,908
Income attributable to noncontrolling interest		653			0		0			653
Income (loss) attributable to Central Garden & Pet Co. before equity in undistributed income of guarantor subsidiaries		(17,533	)		56,788		0			39,255
Equity in undistributed income of guarantor subsidiaries		56,788			0		(56,788	)		0
Net income attributable to Central Garden & Pet Co.	$	39,255		$	56,788	$	(56,788	)	$	39,255

CONSOLIDATING CONDENSED BALANCE SHEET

June 23, 2012

(in thousands)

(unaudited)

	Parent		Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	35,163	$	5,536	$	0		$	40,699
Short term investments		17,820		0		0			17,820
Accounts receivable, net		82,218		173,163		(9,601	)		245,780
Inventories		102,751		232,045		0			334,796
Prepaid expenses and other assets		18,922		27,185		0			46,107
Total current assets		256,874		437,929		(9,601	)		685,202
Land, buildings, improvements and equipment, net		78,025		107,200		0			185,225
Goodwill		0		210,223		0			210,223
Investment in guarantors		663,351		0		(663,351	)		0
Deferred income taxes and other assets		40,053		59,015		0			99,068
Total	$	1,038,303	$	814,367	$	(672,952	)	$	1,179,718
LIABILITIES AND EQUITY
Accounts payable	$	37,202	$	97,510	$	(9,601	)	$	125,111
Accrued expenses and other current liabilities		56,175		50,990		0			107,165
Total current liabilities		93,377		148,500		(9,601	)		232,276
Long-term debt		449,406		124		0			449,530
Other long-term obligations		21,086		2,392		0			23,478
Shareholders’ equity attributable to Central Garden & Pet Co.		473,138		663,351		(663,351	)		473,138
Noncontrolling interest		1,296		0		0			1,296
Total equity		474,434		663,351		(663,351	)		474,434
Total	$	1,038,303	$	814,367	$	(672,952	)	$	1,179,718

19

CONSOLIDATING CONDENSED BALANCE SHEET

June 25, 2011

(in thousands)

(unaudited)

	Parent		Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	10,121	$	1,112	$	0		$	11,233
Short term investments		15,320		0		0			15,320
Accounts receivable, net		79,252		185,662		(7,496	)		257,418
Inventories		114,828		228,960		0			343,788
Prepaid expenses and other assets		17,502		22,593		0			40,095
Total current assets		237,023		438,327		(7,496	)		667,854
Land, buildings, improvements and equipment, net		69,255		101,932		0			171,187
Goodwill		0		209,348		0			209,348
Investment in guarantors		707,281		0		(707,281	)		0
Other assets		24,965		82,378		0			107,343
Total	$	1,038,524	$	831,985	$	(714,777	)	$	1,155,732
LIABILITIES AND EQUITY
Accounts payable	$	37,472	$	85,404	$	(7,496	)	$	115,380
Accrued expenses and other liabilities		55,413		37,463		0			92,876
Total current liabilities		92,885		122,867		(7,496	)		208,256
Long-term debt		450,163		103		0			450,266
Other long-term obligations		2,370		1,734		0			4,104
Shareholders’ equity attributable to Central Garden & Pet Co.		492,506		707,281		(707,281	)		492,506
Noncontrolling interest		600		0		0			600
Total equity		493,106		707,281		(707,281	)		493,106
Total	$	1,038,524	$	831,985	$	(714,777	)	$	1,155,732

20

CONSOLIDATING CONDENSED BALANCE SHEET

September 24, 2011

(in thousands)

(unaudited)

	Parent		Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	10,633	$	1,398	$	0		$	12,031
Short term investments		17,820		0		0			17,820
Accounts receivable, net		47,698		153,306		(5,587	)		195,417
Inventories		102,861		226,685		0			329,546
Prepaid expenses and other assets		29,077		18,695		0			47,772
Total current assets		208,089		400,084		(5,587	)		602,586
Land, buildings, improvements and equipment, net		72,505		103,897		0			176,402
Goodwill		0		210,223		0			210,223
Investment in guarantors		645,876		0		(645,876	)		0
Other assets		38,622		65,170		0			103,792
Total	$	965,092	$	779,374	$	(651,463	)	$	1,093,003
LIABILITIES AND EQUITY
Accounts payable	$	28,072	$	94,039	$	(5,587	)	$	116,524
Accrued expenses and other liabilities		37,825		37,582		0			75,407
Total current liabilities		65,897		131,621		(5,587	)		191,931
Long-term debt		435,245		85		0			435,330
Other long-term obligations		7,168		1,792		0			8,960
Shareholders’ equity attributable to Central Garden & Pet Co.		456,776		645,876		(645,876	)		456,776
Noncontrolling interest		6		0		0			6
Total equity		456,782		645,876		(645,876	)		456,782
Total	$	965,092	$	779,374	$	(651,463	)	$	1,093,003

CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS

Nine Months Ended June 23, 2012

(in thousands)

(unaudited)

	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	64,057		$	46,004		$	(45,907	)	$	64,154
Additions to property and equipment		(13,607	)		(13,323	)		0			(26,930	)
Investment in guarantor subsidiaries		(17,475	)		(28,432	)		45,907			0
Net cash used by investing activities		(31,082	)		(41,755	)		45,907			(26,930	)
Proceeds from issuance of long-term debt		49,288			0			0			49,288
Repayments of long-term debt		(175	)		(91	)		0			(266	)
Borrowings under revolving line of credit		304,000			0			0			304,000
Repayments under revolving line of credit		(339,000	)		0			0			(339,000	)
Repurchase of common stock		(23,151	)		0			0			(23,151	)
Proceeds from issuance of common stock		1,291			0			0			1,291
Deferred financing costs		(1,715	)		0			0			(1,715	)
Excess tax benefits from stock-based awards		938			0			0			938
Net cash used by financing activities		(8,524	)		(91	)		0			(8,615	)
Effect of exchange rate changes on cash		79			(20	)		0			59
Net decrease in cash and cash equivalents		24,530			4,138			0			28,668
Cash and cash equivalents at beginning of period		10,633			1,398			0			12,031
Cash and cash equivalents at end of period	$	35,163		$	5,536		$	0		$	40,699

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CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS

Nine Months Ended June 25, 2011

(in thousands)

(unaudited)

	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	61,141		$	(5,856	)	$	(56,788	)	$	(1,503	)
Additions to property and equipment		(10,901	)		(9,290	)		0			(20,191	)
Businesses acquired, net of cash acquired		(23,403	)		(1,029	)		0			(24,432	)
Investment in guarantor subsidiaries		(73,372	)		16,584			56,788			0
Net cash provided (used by) investing activities		(107,676	)		6,265			56,788			(44,623	)
Repayments of long-term debt		(93	)		(128	)		0			(221	)
Proceeds from revolver		593,000			0			0			593,000
Repayments of revolver		(543,000	)		0			0			(543,000	)
Repurchase of common stock		(83,602	)		0			0			(83,602	)
Proceeds from issuance of common stock		1,436			0			0			1,436
Payment of financing costs		(1,034	)		0			0			(1,034	)
Excess tax benefits from stock-based awards		791			0			0			791
Distribution to noncontrolling interest		(1,500	)		0			0			(1,500	)
Net cash used by financing activities		(34,002	)		(128	)		0			(34,130	)
Effect of exchange rate changes on cash		394			(365	)		0			29
Net decrease in cash and cash equivalents		(80,143	)		(84	)		0			(80,227	)
Cash and cash equivalents at beginning of period		90,265			1,195			0			91,460
Cash and cash equivalents at end of period	$	10,122		$	1,111		$	0		$	11,233

12. Legal Proceedings

We may from time to time become involved in certain legal proceedings in the ordinary course of business. Currently, we are not a party to any legal proceedings that management believes would have a material adverse effect on our financial position or results of operations.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Company

Central Garden & Pet Company (“Central”) is a leading innovator, marketer and producer of quality branded products. We are one of the largest suppliers in the pet and lawn and garden supplies industries in the United States. The total pet food and supplies industry is estimated to be approximately $30 billion in annual retail sales. We estimate the annual retail sales of the pet supplies and super premium pet food markets in the categories in which we participate to be approximately $15 billion. The total lawn and garden industry in the United States is estimated to be approximately $21 billion in annual retail sales. We estimate the annual retail sales of the lawn and garden supplies markets in the categories in which we participate to be approximately $6 billion.

Our pet supplies products include products for dogs and cats, including edible bones, premium healthy edible and non-edible chews, super premium dog and cat food and treats, leashes, collars, toys, pet carriers, grooming supplies and other accessories; products for birds, small animals and specialty pets, including food, cages and habitats, toys, chews and related accessories; animal and household health and insect control products; products for fish, reptiles and other aquarium-based pets, including aquariums, furniture and lighting fixtures, pumps, filters, water conditioners, food and supplements, and information and knowledge resources; and products for horses and livestock. These products are sold under a number of brand names including Adams^TM, Altosid, Aqueon^®, Avoderm^®, BioSpot^®, Coralife^®, Farnam^®, Four Paws^®, Interpet, Kaytee^®, Kent Marine^®, Nylabone^®, Oceanic Systems^®, Pet Select^®, Pre-Strike^®, Pinnacle^®, Super Pet^®, TFH^TM, Zilla^® and Zodiac^®.

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Our lawn and garden supplies products include proprietary and non-proprietary grass seed; wild bird feed, bird feeders, bird houses and other birding accessories; weed, grass, ant and other herbicide, insecticide and pesticide products; and decorative outdoor lifestyle and lighting products including pottery, trellises and other wood products and holiday lighting. These products are sold under a number of brand names including AMDRO^®, GKI/Bethlehem Lighting^®, Grant’s^®, Ironite^®, Lilly Miller^®, Matthews Four SeasonsTM, New England Pottery^®, Norcal Pottery^®, Pennington^®, Over-N-Out^®, Sevin^®, Smart Seed^® and The Rebels^®.

In fiscal 2011, our consolidated net sales were $1.6 billion, of which our lawn and garden segment, or Garden Products, accounted for approximately $777 million and our pet segment, or Pet Products, accounted for approximately $851 million. In fiscal 2011, our income from operations was $85.2 million, of which Garden Products accounted for $50.0 million and Pet Products accounted for $77.6 million, before corporate expenses and eliminations of $42.4 million. See Note 10 to our consolidated financial statements for financial information about our two operating segments.

Recent Developments

Fiscal 2012 Third Quarter Financial Performance – In the third quarter of fiscal 2012, our net income increased $5.6 million to $22.7 million from $17.1 million in the third quarter of fiscal 2011. Earnings per share on a fully diluted basis increased to $0.47 in the current year quarter from $0.31 in the prior year quarter. Our revenues increased approximately $49.5 million and income from operations increased approximately $12.4 million from the prior year quarter. The increases in revenues and operating income were both primarily in our pet operating segment.

We continue to make progress executing the transformational change initiative we embarked on over a year ago. Our transformation initiative encompasses all aspects of our organization, including sales and marketing and supply chain and is a multi-year effort. During fiscal 2012, we have closed five warehouses and one manufacturing facility and have made changes in other facilities. The operational issues associated with the closures, along with other supply issues, resulted in execution disruptions that delayed fulfilling orders for some customers in our fiscal second quarter as we transitioned certain operational activities. These disruptions adversely affected our fiscal second quarter revenues and operating earnings. We are addressing and resolving these issues as we complete certain transitional activities and progress in implementing our transformational initiatives. We believe most of the issues encountered during our fiscal second quarter were resolved during our fiscal third quarter.

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Results of Operations

Three Months Ended June 23, 2012

Compared with Three Months Ended June 25, 2011

Net Sales

Net sales for the three months ended June 23, 2012 increased $49.5 million, or 10.2%, to $533.8 million from $484.3 million for the three months ended June 25, 2011. Our branded product sales increased $42.5 million and sales of other manufacturers’ products increased $7.0 million. The sales increases were predominantly from higher unit volume.

Pet Products’ net sales increased $44.0 million, or 19.4%, to $271.3 million for the three months ended June 23, 2012 from $227.3 million in the comparable fiscal 2011 period. Pet branded product sales increased $42.9 million and sales of other manufacturers’ products increased $1.1 million. We experienced sales increases in most of our Pet categories, including a $31.4 million increase in our Animal Health category, due primarily to new innovation in and increased distribution of our flea and tick products. Additionally, our aquatic product sales increased $3.8 million due primarily to increased consumables sales.

Garden Products’ net sales increased $5.5 million, or 2.1%, to $262.5 million for the three months ended June 23, 2012 from $257.0 million in the comparable fiscal 2011 period. Garden branded product sales decreased $0.4 million and sales of other manufacturers’ products increased $5.9 million. Sales increased primarily due to a $23.2 million increase in sales of garden chemical and control products partially offset by a $14.9 million decrease in sales of grass seed products. The sales increase of garden chemical and control products was partially due to the fulfillment of orders that we were unable to meet in the prior quarter, attributable to the sudden early season surge in demand which coincided with our operational transformational activities. Lower grass seed product sales noted in the second quarter of fiscal 2012 did not improve and the overall category demand for grass seed products remained lower than anticipated.

Gross Profit

Gross profit for the three months ended June 23, 2012 increased $31.3 million, or 20.9%, to $180.7 million from $149.4 million for the three months ended June 25, 2011. Gross profit as a percentage of net sales increased to 33.8% for the three months ended June 23, 2012 from 30.8% for the three months ended June 25, 2011. Gross profit as a percentage of net sales increased in both segments. Operational disruptions from our transformational initiative in the prior quarter were mostly resolved during the current quarter.

Recently, commodity prices once again began to increase due primarily to drought conditions. We are now reviewing our fiscal 2013 plans and product listings to determine the impact this may have and our future course of action.

Both gross profit and gross margin increased in Pet Products due primarily to a $31.4 million sales increase of our higher margin Animal Health category products. Both gross profit and gross margin increased in Garden Products due primarily to a $23.2 million sales increase of our higher margin garden chemical and control products, which were negatively impacted by operational disruption in the second fiscal quarter.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $18.9 million, or 16.8%, to $131.7 million for the three months ended June 23, 2012 from $112.8 million for the three months ended June 25, 2011. As a percentage of net sales, selling, general and administrative expenses increased to 24.7% for the three months ended June 23, 2012, compared to 23.3% in the comparable prior year quarter. The increase in selling, general and administrative expenses, discussed further below, was due to increased selling and delivery expenses associated with the higher sales.

Selling and delivery expense increased $14.0 million, or 19.8%, to $84.7 million for the three months ended June 23, 2012 from $70.7 million for the three months ended June 25, 2011. The increased expense was due primarily to increased brand building activities (e.g., increased media spend), variable compensation expenses related to the increase in sales, and delivery expenses related to the increased sales in the quarter.

Warehouse and administrative expense increased $4.9 million to $47.0 million for the quarter ended June 23, 2012 from $42.1 million in the quarter ended June 25, 2011 due primarily to an increase in performance-based compensation expense due to the quarter’s favorable impact on our year-to-date results and increased legal and litigation costs.

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Net Interest Expense

Net interest expense for the three months ended June 23, 2012 increased $0.9 million, or 9.0%, to $10.7 million from $9.8 million for the three months ended June 25, 2011. The increased interest expense in the quarter was due to our higher average borrowing rate for the quarter. Although the quarter’s average debt outstanding was lower than the prior year quarter, a larger amount of fixed debt was outstanding in the current quarter. In February 2012, we issued an additional $50 million aggregate principal amount of 8.25% senior subordinated noes due 2018 at a price of 98.501% of the principal amount of the notes. The notes are part of a series of 8.25% senior subordinated notes due 2018 issued by the company in March 2010. Our average borrowing rate for the current quarter increased to 8.4% from 7.4% for the prior year quarter.

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Other Income

Other income decreased $0.2 million for the quarter ended June 23, 2012. The decrease was due to decreased earnings from an investment accounted for under the equity method of accounting.

Income Taxes

Our effective income tax rate was 37.9% for the quarter ended June 23, 2012 and 36.4% for the quarter ended June 25, 2011. Our third quarter 2011 tax rate benefited primarily from additional tax credits.

Nine Months Ended June 23, 2012

Compared with Nine Months Ended June 25, 2011

Net Sales

Net sales for the nine months ended June 23, 2012 increased $51.1 million, or 4.1%, to $1,302.8 million from $1,251.7 million for the nine months ended June 25, 2011. Our branded product sales increased $32.9 million, and sales of other manufacturers’ products increased $18.2 million.

Pet Products’ net sales increased $53.7 million, or 8.4%, to $693.1 million for the nine months ended June 23, 2012 from $639.4 million in the comparable fiscal 2011 period. Pet branded product sales increased $42.8 million from the prior year period, due primarily to a sales increase of $24.5 million in our Animal Health category, primarily flea and tick products, and $9.3 million of aquatic products. The increased sales were due primarily to new innovation in and increased distribution of our flea and tick products. Sales of other manufacturer’s products increased $10.9 million.

Garden Products’ net sales decreased $2.6 million, or 0.4%, from $612.3 million for the nine months ended June 25, 2011 to $609.7 million for the nine months ended June 23, 2012. Garden branded product sales declined $9.9 million due primarily to a $21.1 million sales decrease in grass seed, which was impacted by overall lower category demand, and an $11.0 million decrease of seasonal décor products, partially offset by a $25.6 million increase in sales of garden chemical and control products. Sales of other manufacturer’s products increased $7.3 million.

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Gross Profit

Gross profit for the nine months ended June 23, 2012 increased $13.4 million, or 3.4%, to $409.1 million from $395.7 million for the nine months ended June 25, 2011. Gross profit as a percentage of net sales declined from 31.6% for the nine months ended June 25, 2011 to 31.4% for the nine months ended June 23, 2012.

Gross profit and gross margin increased in Pet Products due primarily to a sales mix shift towards higher margin products led by increased sales in our Animal Health category which was partially offset by some operational disruption in our second fiscal quarter. Gross profit and gross margin decreased in Garden Products as the favorable sales increase in garden chemical and control products was more than offset by higher input costs and by production costs in part due to the operational disruption encountered in our second fiscal quarter. Additionally, Garden Products gross profit was impacted by lower sales of our higher margin grass seed and increased expenses within our seasonal décor business.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $20.2 million, or 6.6%, to $326.2 million for the nine months ended June 23, 2012 from $306.0 million for the nine months ended June 25, 2011. As a percentage of net sales, selling, general and administrative expenses increased to 25.0% for the nine months ended June 23, 2012, compared to 24.4% in the comparable prior year period. The increase in selling, general and administrative expenses, discussed further below, was due primarily to increased selling and delivery expenses.

Selling and delivery expense increased $18.1 million, or 10.5%, to $190.5 million for the nine months ended June 23, 2012 from $172.4 million for the nine months ended June 25, 2011. The increased expense was due primarily to increased advertising and marketing program expenditures, including brand building activities, variable compensation expenses related to the increase in sales, and delivery expenses also related to the increased sales in the period.

Warehouse and administrative expense increased $2.1 million, or 1.6%, to $135.7 million for the nine months ended June 23, 2012 from $133.6 million for the nine months ended June 25, 2011 due primarily to increased performance-based compensation expense, increased legal and litigation costs, and increased software amortization expense due primarily to the ongoing implementation of our SAP ERP system.

Net Interest Expense

Net interest expense for the nine months ended June 23, 2012 increased $2.7 million or 9.5%, to $30.7 million from $28.0 million for the nine months ended June 25, 2011. The increase in interest expense resulted primarily from increased average debt outstanding in the current fiscal year. In February 2012, we issued an additional $50 million aggregate principal amount of 8.25% senior subordinated notes due 2018 at a price of 98.501% of the principal amount of the notes. The notes are part of a series of 8.25% senior subordinated notes due 2018 issued by the company in March, 2010. Debt outstanding on June 23, 2012 was $449.9 million compared to $450.5 million on June 25, 2011. Our average borrowing rate for the nine months ended June 23, 2012 was 8.1% compared to 8.0% for the prior year period.

Other Income

For the nine month period ended June 23, 2012, other income decreased $0.1 million as compared to the nine month period ended June 25, 2011.

Income Taxes

Our effective income tax rate was 37.7% for the nine months ended June 23, 2012 and 35.5% for the nine months ended June 25, 2011. Our nine months ended 2011 tax rate benefited primarily from additional tax credits in fiscal 2011. We expect our effective income tax rate for fiscal 2012 to be slightly lower than the 40.8% reported for fiscal 2011.

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Inflation

Our revenues and margins are dependent on various economic factors, including rates of inflation or deflation, energy costs, consumer attitudes toward discretionary spending, currency fluctuations, and other macro-economic factors which may impact levels of consumer spending. From time to time, including during the last year, we have been adversely impacted by rapidly rising input costs particularly in grain and seed, fuel, ingredients in our garden fertilizer and chemicals, and many of our other inputs. As with other manufacturers, rapidly rising costs make it challenging to increase prices to retail customers at a pace to enable us to maintain margins.

In fiscal 2011, our business was negatively impacted by rising raw materials costs, declining consumer confidence, and other macro-economic factors. During our third fiscal quarter of 2012, commodity costs, while off their peak, remained high. Since the quarter end, commodity prices have increased due primarily to drought conditions. We are developing plans in the event current price levels fail to moderate or continue to increase.

Weather and Seasonality

Our sales of lawn and garden products are influenced by weather and climate conditions in the different markets we serve. Additionally, our Garden Products’ business is highly seasonal. In fiscal 2011, approximately 67% of Garden Products’ net sales and 60% of our total net sales occurred during our second and third fiscal quarters. Substantially all of Garden Products’ operating income is typically generated in this period, which has historically offset the operating loss incurred during the first fiscal quarter of the year.

Liquidity and Capital Resources

We have financed our growth through a combination of internally generated funds, bank borrowings, supplier credit and sales of equity and debt securities to the public.

Our business is seasonal and our working capital requirements and capital resources have tracked closely to this seasonal pattern. During the first fiscal quarter, accounts receivable reach their lowest level while inventory, accounts payable and short-term borrowings begin to increase. During the second fiscal quarter, receivables, accounts payable and short-term borrowings increase, reflecting the build-up of inventory and related payables in anticipation of the peak lawn and garden selling season. During the third fiscal quarter, inventory levels remain relatively constant while accounts receivable peak and short-term borrowings start to decline as cash collections are received during the peak selling season. During the fourth fiscal quarter, inventory levels are at their lowest, and accounts receivable and payables are substantially reduced through conversion of receivables to cash.

We service two broad markets: pet supplies and lawn and garden supplies. Our pet supplies businesses involve products that have a year round selling cycle with a slight degree of seasonality. As a result, it is not necessary to maintain large quantities of inventory to meet peak demands. On the other hand, our lawn and garden businesses are highly seasonal with approximately 67% of Garden Products’ net sales occurring during the second and third fiscal quarters. This seasonality requires shipment of large quantities of product well ahead of the peak consumer buying periods. To encourage retailers and distributors to stock large quantities of inventory, industry practice has been for manufacturers to give extended credit terms and/or promotional discounts. There is a continuing trend among retailers to make purchases on a “just-in-time” basis which could require us to carry additional inventory in the future.

Net cash provided by operating activities increased $65.7 million, from $1.5 million of cash used in operating activities for the nine months ended June 25, 2011, to $64.2 million of cash provided by operating activities for the nine months ended June 23, 2012, due primarily to our lower investment in working capital during the current fiscal year.

Net cash used in investing activities decreased $17.7 million, from $44.6 million for the nine months ended June 25, 2011 to $26.9 million during the nine months ended June 23, 2012. The decrease in cash used in investing activities was due primarily to our acquisition of certain assets of a privately-held maker of premium fertilizer for the professional and retail markets for approximately $23 million in cash in our Garden Products business in the prior year period.

Net cash used in financing activities decreased $25.5 million, from $34.1 million for the nine months ended June 25, 2011, to $8.6 million for the nine months ended June 23, 2012. The decrease in cash used was due to

29

our private placement of an additional $50 million aggregate principal of our 2018 Notes during the second quarter of fiscal 2012, lower net borrowings under our revolving credit facility in the current year compared to the prior year period, and lower repurchases of our common stock during the nine months ended June 23, 2012. The aggregate cost of our share repurchases for the nine months ended June 23, 2012 was $20.9 million, compared to $84.0 million for the nine months ended June 25, 2011.

We expect that our principal sources of funds will be cash generated from our operations and, if necessary, borrowings under our $375 million revolving credit facility. Based on our anticipated cash needs, availability under our revolving credit facility and the scheduled maturity of our debt, we believe that our sources of liquidity should be adequate to meet our working capital, capital spending and other cash needs for at least the next 12 months. However, we cannot assure you that these sources will continue to provide us with sufficient liquidity and, should we require it, that we will be able to obtain financing on terms satisfactory to us, or at all.

We believe that cash flows from operating activities, funds available under our revolving credit facility, and arrangements with suppliers will be adequate to fund our presently anticipated working capital requirements for the foreseeable future. We anticipate that our capital expenditures, which are related primarily to replacements and upgrades to plant and equipment and investment in our implementation of a scalable enterprise-wide information technology platform, will be approximately $40 million for fiscal year 2012. We are investing in this information technology platform to improve existing operations, support future growth and enable us to take advantage of new applications and technologies. We invested approximately $64 million from fiscal 2005 through fiscal 2011 in this initiative and plan to invest up to an additional $15 million in fiscal 2012 for planned implementations. Capital expenditures for 2012 and beyond will depend upon the pace of conversion of those remaining legacy systems. This initiative, when complete, will combine our numerous information systems into one enterprise system and create a standardized model with common data.

As part of our growth strategy, we have acquired a number of companies in the past, and we anticipate that we will continue to evaluate potential acquisition candidates in the future. If one or more potential acquisition opportunities, including those that would be material, become available in the near future, we may require additional external capital. In addition, such acquisitions would subject us to the general risks associated with acquiring companies, particularly if the acquisitions are relatively large.

Senior Credit Facility

On June 8, 2011, we amended our $275 million, five-year senior secured revolving credit facility (the “Credit Facility”) included in our Amended and Restated Credit Agreement (the “Credit Agreement”). Under the modified terms, the Credit Facility has a borrowing capacity of $375 million, an increase of $100 million, and an extension of maturity date by approximately one year, to June 2016. The Credit Facility bears lower interest rates and commitment fees and requires less interest coverage. We continue to have the option to increase the size of the Credit Facility by an additional $200 million of incremental term loans and/or revolving loans should we exercise our option and one or more lenders are willing to make such increased amounts available to us. There was no outstanding balance as of June 23, 2012 under the Credit Facility. There were no letters of credit outstanding under the Credit Facility as of June 23, 2012. As of June 23, 2012, there were $375 million of unused commitments under the Credit Facility or, after giving effect to the financial covenants in the Credit Agreement, $231.9 million of remaining borrowing capacity.

Interest on the amended Credit Facility is based, at our option, on a rate equal to the Alternate Base Rate (ABR), which is the greatest of the prime rate, the Federal Funds rate plus  ¹/₂ of 1% or one month LIBOR plus 1%, plus a margin, which fluctuates from 0.75% to 1.75%, or LIBOR plus a margin, which fluctuates from 1.75% to 2.75% and commitment fees that range from 0.30% to 0.50%, determined quarterly based on consolidated total debt to consolidated EBITDA for the most recent trailing 12-month period. As of June 23, 2012, the applicable interest rate on the Credit Facility related to alternate base rate borrowings was 5.0%, and the applicable interest rate related to LIBOR rate borrowings was 3.0%.

The Credit Facility is guaranteed by our material subsidiaries and is secured by our assets, excluding real property but including substantially all of the capital stock of our subsidiaries. The Credit Agreement contains certain financial and other covenants which require us to maintain minimum levels of interest coverage and maximum levels of senior debt to EBITDA and that restrict our ability to repurchase our stock, make investments in or acquisitions of other businesses and pay dividends above certain levels over the life of the Credit Facility. Under the terms of the Credit Facility, we may make restricted payments, including cash dividends and stock repurchases, in an aggregate amount initially not to exceed $200 million over the life of the Credit Facility, subject to qualifications and baskets as defined in the Credit Agreement. As of June 23, 2012, our Total Leverage Ratio, as defined in the Credit Agreement, was 3.9 to 1.0, and our Senior Secured Leverage Ratio, as defined in the Credit Agreement with a maximum of 2.25 to 1.0, was 0 to 1.0.

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Our minimum Interest Coverage Ratio was reduced to 2.50 times, from 2.75 times as part of the modification of the Credit Facility. As of June 23, 2012, our Interest Coverage ratio was 3.0 times. Apart from the covenants limiting restricted payments and capital expenditures, the Credit Facility does not restrict the use of retained earnings or net income. We were in compliance with all financial covenants as of June 23, 2012.

Senior Subordinated Notes

On March 8, 2010, we issued $400 million aggregate principal amount of 8.25% senior subordinated notes due March 1, 2018 (the “2018 Notes”).

On February 8, 2012, we issued an additional $50 million aggregate principal amount of our 2018 Notes at a price of 98.501%, plus accrued interest from September 1, 2011, in a private placement. We used the net proceeds from the offering to pay a portion of the outstanding balance under our Credit Facility.

We incurred approximately $1.7 million of debt issuance costs in conjunction with this offering, which included underwriter fees and legal, accounting and rating agency expenses. The debt issuance costs are being amortized over the remaining term of the 2018 Notes.

The 2018 Notes require semiannual interest payments in September and March. The 2018 Notes are unsecured senior subordinated obligations and are subordinated to all of our existing and future senior debt, including our Credit Facility. The obligations under the 2018 Notes are fully and unconditionally guaranteed on a senior subordinated basis by each of our existing and future domestic restricted subsidiaries with certain exceptions. The guarantees are general unsecured senior subordinated obligations of the guarantors and are subordinated to all existing and future senior debt of the guarantors.

We may redeem some or all of the 2018 Notes at any time prior to March 1, 2014 at the principal amount plus a “make whole” premium. We may redeem some or all of the 2018 Notes at any time on or after March 1, 2014 for 104.125%, after March 1, 2015 for 102.063% and after March 1, 2016 for 100%, plus accrued and unpaid interest. Additionally, at any time prior to March 1, 2013, we may redeem up to 35% of the 2018 Notes with any proceeds we receive from certain equity offerings at a redemption price of 108.25% of the principal amount, plus accrued and unpaid interest. The holders of the 2018 Notes have the right to require us to repurchase all or a portion of the 2018 Notes at a purchase price equal to 101% of the principal amount of the notes repurchased, plus accrued and unpaid interest through the repurchase date upon the occurrence of a change of control.

The 2018 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject to certain baskets and exceptions.

At June 23, 2012, our total debt outstanding was $449.9 million versus $450.5 million at June 25, 2011 and cash and short term investment balances for the same periods were $58.5 million and $26.6 million, respectively.

Off-Balance Sheet Arrangements

There have been no material changes to the information provided in our Annual Report on Form 10-K for the fiscal year ended September 24, 2011 regarding off-balance sheet arrangements.

Contractual Obligations

There have been no material changes outside the ordinary course of business in our contractual obligations set forth in the Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources in our Annual Report on Form 10-K for the fiscal year ended September 24, 2011 except for our issuance of $50 million of 2018 Notes in February 2012.

New Accounting Pronouncements

Refer to Footnote 1 in the notes to the condensed consolidated financial statements for new accounting pronouncements.

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Critical Accounting Policies, Estimates and Judgments

There have been no material changes to our critical accounting policies, estimates and assumptions or the judgments affecting the application of those accounting policies since our Annual Report on Form 10-K for the fiscal year ended September 24, 2011.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We believe there has been no material change in our exposure to market risk from that discussed in our Annual Report on Form 10-K for the fiscal year ended September 24, 2011.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer have reviewed, as of the end of the period covered by this report, the “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) that ensure that information relating to the Company required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported in a timely and proper manner and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based upon this review, such officers concluded that our disclosure controls and procedures were effective as of June 23, 2012.

(b) Changes in Internal Control Over Financial Reporting. Central’s management, with the participation of Central’s Chief Executive Officer and Chief Financial Officer, has evaluated whether any change in Central’s internal control over financial reporting occurred during the quarter ended June 23, 2012. Based on that evaluation, management concluded that there has been no change in Central’s internal control over financial reporting during the quarter ended June 23, 2012 that has materially affected, or is reasonably likely to materially affect, Central’s internal control over financial reporting.

PART II.    OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are involved in certain legal proceedings in the ordinary course of business. Currently, we are not a party to any legal proceedings that management believes would have a material adverse effect on our financial position or results of operations.

Item 1A. Risk Factors

Except as set forth below, there have been no material changes from the risk factors previously disclosed in Item 1A. to Part I of our Form 10-K for the fiscal year ended September 24, 2011.

Issues with products may lead to product liability, personal injury or property damage claims, recalls, withdrawals, replacements of products, regulatory actions by governmental authorities that could divert resources, affect business operations, decrease sales, increase costs, and put us at a competitive disadvantage, any of which could have a significant adverse effect on our financial condition.

We have experienced, and may in the future experience, issues with products that may lead to product liability, recalls, withdrawals, replacements of products, or regulatory actions by governmental authorities. For example, during 2012, we have experienced two unrelated recalls relating to one batch of baby bird feed products and a separate lot of mice, rat and hamster feed. Currently, we

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do not expect the costs related to these recalls to be material to our results of operations. However, since these recalls were only recently discovered, we cannot be certain of their ultimate impact on our business or financial results. The recalls or future recalls could result in increased governmental scrutiny, reputational harm, reduced demand by consumers for our products, decreased willingness by retailer customers to purchase or provide marketing support for those products, absence or increased cost of insurance, or additional safety and testing requirements. Such results could divert development and management resources, adversely affect our business operations, decrease sales, increase legal fees and other costs, and put us at a competitive disadvantage compared to other manufacturers not affected by similar issues with products, any of which could have a significant adverse effect on our financial condition.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth the repurchases of any equity securities during the fiscal quarter ended June 23, 2012 and the dollar amount of authorized share repurchases remaining under our stock repurchase program.

Period	Total Number of Shares (or Units) Purchased			Average Price Paid per Share (or Units)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1)
March 25, 2012 – April 28, 2012		58,506	(2)	$	10.37		—	$	51,595,000
April 29, 2012 – May 26, 2012		3,889	(2)	$	9.60		—	$	—
May 27, 2012 – June 23, 2012		3,638	(2)	$	9.09		—	$	—
Total		66,033		$	10.25		—	$	51,595,000

(1) During the third quarter of fiscal 2011, our Board of Directors authorized a new $100 million share repurchase program. The program has no expiration date and expires when the amount authorized has been used or the Board withdraws its authorization. The repurchase of shares may be limited by certain financial covenants in our credit facility and indenture that restrict our ability to repurchase our stock.

(2) Shares purchased during the period indicated represent withholding of a portion of shares to cover taxes in connection with the vesting of restricted stock and the exercise of stock options.

Item 3. Defaults Upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

Not applicable

Item 6. Exhibits

10.1	Employment Agreement between Steven LaMonte and Central Garden and Pet Company effective May 7, 2012.
31.1	Certificationof Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350.
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.

101.INS*	XBRL InstanceDocument
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL TaxonomyExtension Definition Linkbase Document
101.LAB*	XBRL TaxonomyExtension Label Linkbase Document
101.PRE*	XBRL TaxonomyExtension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.

CENTRAL GARDEN & PET COMPANY

Registrant

Dated: August 2, 2012

/s/ William E. Brown

William E. Brown

Chairman and Chief Executive Officer

(Principal Executive Officer)

/s/ Lori A. Varlas

Lori A. Varlas

Chief Financial Officer

(Principal Financial Officer)

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EX-10.1

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 2 day of April, 2012 is entered into by Central Garden & Pet Company and/or any of its wholly owned subsidiaries, successors and assigns (collectively called “the Company”) and Steven R. LaMonte (“Executive”).

WHEREAS, the Company desires to employ Executive and Executive desires to become employed by the Company;

THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Effective Date: This Agreement shall become effective on May 7, 2012 (“Effective Date”).

2. Term of Employment: Executive will be employed by the Company for an indefinite term, subject to termination as set forth below.

3. Position: Executive shall serve as Executive Vice President, President – Garden Segment. He shall perform those duties and responsibilities consistent with such position that are assigned to him by the President and Chief Executive Officer of Central Operating Companies. Executive’s position and related terms and conditions of employment may from time to time be modified by the Company in its discretion. Executive’s place of employment and the location of his office shall be in Atlanta, Georgia. Any relocation of executive must be mutually agreed upon. If Executive is unwilling to relocate, and such a relocation became a condition of continual employment, he will have the option to terminate employment and receive compensation as provided for in Section 16 below.

4. Full Time Performance of Duties: During the Term of Employment, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive agrees to devote substantially all his business time, attention, skill, and efforts to the faithful and loyal performance of his duties under this Agreement and shall not during his employment with the Company engage in any other business activities, duties or pursuits, render any services of a business, commercial, or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of Company. However, the expenditure of reasonable amounts of time for educational, charitable, or professional activities for which Executive will not receive additional compensation from the Company, shall not be considered a breach of this Agreement if those activities do not materially interfere with the services required of Executive under this Agreement. Notwithstanding the above, the Company acknowledges that Executive currently serves as Executive Advisory Board Member of Gryphon Investors, and agrees that he may continue to serve in that capacity unless and until the Company gives six months’ notice that Executive must resign that position.

5. Salary: The Company will pay Executive an annualized base salary of four hundred and twenty-five thousand dollars ($425,000) in accordance with the Company’s payroll practices for executives. Executive will be eligible for periodic salary reviews consistent with the Company’s salary review practices for executives, but Executive will not be subject to a reduction unless mutually agreed by the parties.

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6. Bonus: Executive will be eligible for a bonus each year during the Term of Employment with a target amount of fifty percent (50%) of Executive’s base salary in effect at the beginning of the year in question, to be awarded upon attainment of the annual operating goals and the personal goals established by the President and Chief Executive Officer of Central Operating Companies. For your initial year, you will be eligible to participate in the FY ‘12 bonus plan on a prorated basis based upon your hire date. The award and amount of any such bonus shall be in the discretion of the Company.

7. Options: Executive will be granted a non-qualified Stock Option to purchase eighty thousand (80,000) shares of Company Common Stock (CENT A) with price determined by the “fair market value” upon the date of issue. These options shall vest over a four (4) year period at a rate of twenty-five percent (25%) per year with the first traunch vesting March 26, 2013. The options shall expire six (6) years from date of the award. The right to exercise the options shall be consistent with the terms of the Central Garden & Pet Company 2003 Omnibus Equity Incentive Plan.

8. Restricted Stock: The Executive will receive forty thousand (40,000) restricted shares of Central Garden & Pet Company Stock (CENT A) on the Effective Date of this Agreement. These shares shall vest at the rate of 33-1/3% per year beginning at the end of year four (4) and being fully vested at the end of year six (6).

9. Benefits: Subject to all applicable eligibility requirements Executive will participate in any and all 401(k), medical, dental, life and long-term disability insurance and/or other benefit plan which, from time to time, may be established as generally applicable to other similarly situated Company executives. Executive shall be entitled to full relocation benefits, including all benefits set forth in the Company’s relocation benefits policy.

10. Vacation: Executive will earn four (4) weeks vacation annually. Executive’s maximum vacation accrual will be six (6) weeks. Once Executive has accrued six (6) weeks vacation, he will stop earning vacation until he has taken vacation and reduced his accrual below six (6) weeks.

11. Automobile: During the Term of Employment, the Company will provide Executive with a monthly automobile allowance of $1000.00. Executive is responsible for taxes, if any, associated with this allowance.

12. Reimbursement of Expenses: The Company will reimburse Executive for all reasonable travel, entertainment and other expenses incurred or paid by the Executive in connection with, or related to, the performance of his duties, responsibilities or services under this Agreement in accordance with the Company’s policies, upon presentation by Executive of documentation, expense statements, vouchers and/or other supporting information as the Company may request. In no event shall reimbursements be made for expenses incurred by Executive after the end of the calendar year following the calendar year in which Executive incurs the expense.

13. Incapacity: In the event that Executive becomes physically or mentally disabled or incapacitated such that it is the reasonable, good faith opinion of the Company that Executive is unable to perform the services required under this Agreement even with

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the provision of reasonable accommodation, then after four (4) months of continuous physical or mental disability, this Agreement will terminate; provided, however, that during this four (4) month period, Executive shall be entitled to the continuation of his compensation as provided by this Agreement; however such continued payments by the Company shall be integrated with any disability, workers’ compensation, or other insurance payments received, such that the total amount does not exceed the compensation as provided by this Agreement. For purposes of this Agreement, physical or mental disability does not include any disability arising from current use of alcohol, drugs or related issues.

14. Termination by the Company For Cause: The Company may terminate Executive for cause. If Executive is terminated for cause, he will receive only his compensation earned pro rata to the date of his termination. All other benefits will cease on the date of Executive’s termination. Cause shall be defined as:

(a) An act or omission constituting negligence or misconduct which is materially injurious to the Company;

(b) Failure to comply with the lawful directives of the Board of Directors;

(c) A material breach of this Agreement by Executive, which is not cured within thirty (30) days after written notice thereof;

(d) Failure to perform in a manner acceptable to the Company after written notice and an opportunity to cure;

(e) The abuse of alcohol or drugs;

(f) Fraud, theft or embezzlement of Company assets, criminal conduct or any other act of moral turpitude by which is materially injurious to the Company;

(g) A material violation of any securities law, regulation or compliance policy of the Company;

(h) Executive’s death or incapacity exceeding four (4) months as provided in Section 13 above.

15. Termination By Executive For Cause: Executive may also terminate this Agreement for cause by giving thirty (30) days written notice to the Company’s Vice President of Human Resources of an alleged material breach of this Agreement by the Company, provided such breach is not cured by the Company within the thirty (30) day notice period. If Executive terminates his employment under this section, he will be entitled to the same severance as if he were terminated by the Company without cause as provided in Section 16, below. Such payments shall be Executive’s sole and exclusive remedy in the event of a termination of this Agreement by Executive for cause.

16. Termination By The Company Without Cause: The Company may terminate Executive’s employment under this Agreement at any time without cause by giving Executive thirty (30) days written notice of termination. If the Company terminates Executive under this section, within 10 days after Executive signs a general release of claims in a form acceptable to the Company that becomes irrevocable, provided a later payment is not required by Section 17 below, the Company will pay Executive a severance consisting of a continuation of Executive’s base salary for a nine (9) month period, subject

3

to applicable payroll deductions, and health insurance continuation for nine (9) months, with the COBRA continuation period to commence at the end of the none (9) month’s salary and health insurance continuation period. Executive will be provided, at most, sixty (60) days to consider whether to sign such release. Severance payments shall cease, and no further severance obligation will be owed, in the event Executive obtains other equivalent employment during the severance period. If Executive obtains employment during the severance period that pays Executive less than the severance payments provided herein, such payments will reduce the company’s severance obligation to the extent of such compensation. However, such reduction in severance shall not apply and Executive’s severance will not be reduced by any income executive receives under the Post-Employment Consulting Agreement should Company exercise its option to retain Executive to provide consulting services under such agreement. Such severance payments shall be Executive’s sole and exclusive remedy in the event of a termination of this Agreement by the Company without cause. At its option, the Company may pay Executive thirty (30) days additional salary and benefits provided in this Agreement in lieu of giving Executive the thirty (30) days notice as provided above.

17. Section 409A Delay: Each payment hereunder subject to Section 409A will be considered a separate payment for purposes of Section 409A. To the extent that it is determined by the Company in good faith that all or a portion of any payments hereunder subject to Section 409A made in connection with Executive’s separation from service are not exempt from Section 409A and that Executive is a “specified employee” (within the meaning of Section 409A) at the time of his separation from service, then payment of such non-exempt payments shall not be made until the date that is six (6) months and one day after his separation from service (or, if earlier, his death), with any payments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six (6) months and one day following his separation from service and any subsequent payments, if any, being paid in accordance with the dates and terms set forth herein.

18. Termination by Executive Without Cause: Executive may terminate his employment without cause by giving the Company thirty (30) days written notice of termination. If Executive terminates his employment without cause under this section, he will receive only his salary and benefits earned pro rata to the date of his termination. All other salary and benefits will cease on the date of Executive’s termination. At its option, the Company may pay Executive his salary and benefits provided in this Agreement through the effective date of his written notice of termination and immediately accept his termination.

19. Confidential Business Information: The Company has and will continue to spend significant time, effort and money to develop proprietary information which is vital to the Company’s business. During Executive’s employment with the Company, Executive has and will have access to the Company’s confidential, proprietary and trade secret information including but not limited to information and strategy relating to the Company’s products and services including customer lists and files, product description and pricing, information and strategy regarding profits, costs, marketing, purchasing, sales, customers, suppliers, contract terms, employees, salaries; product development plans; business, acquisition and financial plans and forecasts and marketing and sales plans and forecasts (collectively called “Company Confidential Information”). Executive will not, during his employment with the Company or thereafter, directly or indirectly disclose to any other person or entity, or use for Executive’s own benefit or for the benefit of others besides the Company, any Company Confidential Information. Upon termination of this Agreement, Executive agrees to promptly return all Company Confidential Information.

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20. Non-Solicitation of Employees: While Executive is employed by the Company and for twelve (12) months after such employment terminates, Executive will not (acting either directly or indirectly, or through any other person, firm, or corporation) induce or attempt to induce or influence any employee of the Company to terminate employment with the Company when the Company desires to retain that person’s services.

21. Duty of Loyalty: During term of this Agreement and any post-employment consulting agreement, Executive agrees that he will not, nor will he permit any entity or other person under his control, to directly or indirectly hold, manage operate or control, or participate in the ownership, management, operation or control of, or render executive, managerial, market research, advice or consulting services, either directly or indirectly, to any business engaged in or about to be engaged in developing, producing, marketing, distributing or selling lawn, garden, animal health, nutrition or pet related products.

22. Separability: Each provision of this Agreement is separable and independent of the other provisions. If any part of this Agreement is found to be invalid, the remainder shall be given full force and effect as permitted by law.

23. Complete Agreement: This Agreement constitutes the entire agreement between Executive and the Company regarding the subjects covered by this Agreement. No other agreement, understanding, statement or promise other than those contained in this Agreement is part of their employment agreement or will be effective. Any modification of this Agreement will be effective only if it is in writing and signed by the Chief Executive Officer of the Company.

24. Notice: All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (except as may otherwise be specifically provided herein to the contrary) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed or mailed by certified or registered mail with postage prepaid:

(a)	If to the Company to:	Central Garden & Pet Company 1340 Treat Blvd., Suite 600 Walnut Creek, CA 94597 Attention: William E. Brown, Chairman/CEO
	with a copy to:	Central Garden & Pet Company 1340 Treat Blvd., Suite 600 Walnut Creek, CA 94597 Attention: George Yuhas, General Counsel
(b)	If to the Executive to:	Steven R. LaMonte 30 Cameron Court Basking Ridge, NJ 07920

25. Related Agreements: As an inducement to the Executive and to the Company to enter into this Agreement, Executive has executed Exhibit A Post Employment Consulting Agreement and Exhibit B Agreement to Protect Confidential Information, Intellectual Property and Business Relationships, all attached and incorporated by reference. Exhibits A and B shall survive the termination of this Employment Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year referenced above.

/s/ Steven R. LaMonte
Steven R. LaMonte
Central Garden & Pet Company
By	/s/ William E. Brown
	William E. Brown,
	Chairman & Chief Executive Officer

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EXHIBIT A

POST EMPLOYMENT CONSULTING AGREEMENT

This Agreement is made this     day of April, 2012 (the “Effective Date”) by and between Central Garden & Pet Company and/or any of its wholly owned subsidiaries, successors and assigns (collectively called “the Company”) and Steven R. LaMonte (Executive”).

WHEREAS, Executive recognizes that in his capacity as a key executive with the Company he will provide unique services that will be exceedingly difficult to replace after termination of his employment;

WHEREAS, Executive recognizes that the Company desires continued access to Executive’s unique services, knowledge and a reasonable transition after the termination of Executive’s employment;

WHEREAS, Executive recognizes that he has been provided adequate consideration for entering into this Consulting Agreement (“Agreement”);

THEREFORE, in consideration of the employment of Executive as president of the Company’s Garden Division and other good and adequate consideration, Executive and the Company agree to the following:

1. Consulting Services. Executive will provide continuing strategic advice and counsel related to the business issues and projects Executive was involved in while employed by the Company (“Consulting Services”). Consulting Services shall performed at such times and in a manner as are mutually agreed and shall, on average, consist of 20 to 30 hours per month.

2. Term of Agreement. Executive will provide Consulting Services effective upon Exercise by the Company and continuing thereafter for a period of twelve (12) months (“Term of Agreement”).

3. Compensation. Executive shall be paid fifteen percent (15%) of his base salary at time of termination of Executive’s employment with the Company during the Term of Agreement. This amount shall be paid one-twelfth (1/12) at the end of each month for twelve (12) months.

4. Expenses. During the Term of Agreement, Executive will be reimbursed by the Company for all expenses necessarily incurred in the performance of this Agreement.

5. Termination. Notwithstanding the Term of Agreement specified above, this Agreement shall terminate under any of the following circumstances: (a) in the event Executive dies, this Agreement shall terminate immediately; (b) if due to physical or mental disability, Executive is unable to perform the services called for under this Agreement with or without reasonable accommodation, either the Company or Executive may terminate this Agreement by providing thirty (30) days’ written notice; (c) the Executive materially breaches the terms of this Agreement, and (d) the parties may terminate this Agreement by mutual written agreement.

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6. Unique Services; Duty of Loyalty. Executive acknowledges and agrees that the services he performs under this Agreement are of a special, unique, unusual, extraordinary, or intellectual character, which have a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Executive further acknowledges and agrees that during his employment and during the Term of Agreement he will have a continuing fiduciary duty and duty of loyalty to the Company. He agrees that during the Term of Agreement, he will not render executive, managerial, market research, advice or consulting services, either directly or indirectly, to any business engaged in or about to be engaged in developing, producing, marketing, distributing or selling lawn, garden, animal health, nutrition or pet related products or which would otherwise conflict with his obligations to the Company.

7. Confidential Information or Materials. During the Term of Agreement, Executive will have access to the Company’s confidential, proprietary and trade secret information including but not limited to information and strategy regarding the Company’s products and services including customer lists and files, product description and pricing, information and strategy regarding profits, costs, marketing, purchasing, sales, customers, suppliers, contract terms, employees, salaries; product development plans; business, acquisition and financial plans and forecasts and marketing and sales plans and forecasts (collectively called “Company Confidential Information”). Executive will not, during the Term of Agreement or thereafter, directly or indirectly disclose to any other person or entity, or use for Executive’s own benefit or for the benefit of others besides Company, any Company Confidential Information. Upon termination of this Agreement, Executive agrees to promptly return all Company Confidential Information.

8. Remedies. Executive understands and acknowledges that Company’s remedies at law for any material breach of this Agreement by Executive are inadequate and that any such breach will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, including the return of consideration paid for this Agreement, Executive agrees that the Company shall have the right to seek specific performance and injunctive relief. It is also expressly agreed that, in the event of such a breach, Company shall also be entitled to recover all of its costs and expenses (including attorneys’ fees) incurred in enforcing its rights hereunder.

9. Independent Contractor Status. For all purposes, during the Term of Agreement, Executive shall be deemed to be an independent contractor, and not an employee or agent of the Company. Accordingly, Executive shall not be entitled to any rights or benefits to which any employee of Company may be entitled.

10. Other Employment. Nothing in this Agreement shall prevent Executive from performing services for other employers or business entities, consistent with the terms of this Agreement, during the Term of Agreement.

11. Intellectual Property Rights. Company shall have sole ownership of and all right, title and interest, to all data, drawings, designs, analyses, graphs, reports, products, tooling, physical property, computer programs, software code, trade secrets and all inventions, discoveries and improvements or other items or concepts, whether patentable or not, (collectively, “Intellectual Property”) which are conceived or reduced to practice during the Term of Agreement and arising out of or relating to the services performed hereunder or using the equipment or resources of the Company. To the extent any such Intellectual Property qualifies as a “work for hire” under the United States

8

Copyright Act (17 U.S.C. Sec. 101), Executive agrees that the Company is the author for copyright purposes. To the extent that any Intellectual Property is not a work for hire, Executive agrees to assign, and hereby does assign, its entire right, title and interest in such Intellectual Property, including the right to sue for past infringements.

12. No Authority to Bind Company. During the Term of Agreement, Executive will not have any authority to commit or bind Company to any contractual or financial obligations without the Company’s prior written consent.

13. Assignment. This is a personal services agreement and Executive may not assign this Agreement, or any interest herein, without the prior written consent of the Company.

14. Entire Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. It cannot be modified or waived except in a writing signed by both parties.

15. Agreement Enforceable to Full Extent Possible. If any restriction set forth in this Agreement is found by a court to be unenforceable for any reason, the court is empowered and directed to interpret the restriction to extend only so broadly as to be enforceable in that jurisdiction. Additionally, should any of the provisions of this Agreement be determined to be invalid by a court of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of the other provisions herein.

16. The parties agree to all of the terms and conditions set forth above.

Dated:	4/2/12	/s/ Steven R. LaMonte
		Steven R. LaMonte
Dated:	4/5/12	Central Garden & Pet Company
		/s/ William E. Brown
		William E. Brown
		Chairman & Chief Executive Officer

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EXHIBIT B

AGREEMENT TO PROTECT CONFIDENTIAL INFORMATION, INTELLECTUAL

PROPERTY AND BUSINESS RELATIONSHIPS

This Agreement is made this      day of April, 2012 (the “Effective Date”) by and between Central Garden & Pet Company and/or any of its wholly owned subsidiaries, successors and assigns (collectively called “the Company”) and Steven R. LaMonte (“Executive,” “I” or “Me”).

I RECOGNIZE that during my employment as a key executive with Central Garden & Pet Company and/or any of its wholly owned subsidiaries, successors and assigns (collectively called “the Company”), I have had and will continue to have access to Confidential Information (as defined below) and valuable business relationships;

I RECOGNIZE that my employment in certain capacities with a competitor could involve the use or disclosure of Company Confidential Information;

I RECOGNIZE that the Company’s Confidential Information and business relationships are critical to its success in the marketplace. The Company operates on a nationwide-basis, and therefore, the Company’s commitment to protecting its Confidential Information and business relationships is nationwide;

I RECOGNIZE that the law regarding restrictive covenants varies from state to state and the law that will apply to this Agreement after I terminate will depend on factors such as where I live, where I work, the location of my employer, the location of my former employer and other factors, many which are unknown at this time;

THEREFORE, in consideration for the compensation provided to me, to prevent the use or disclosure of Company Confidential Information, and to protect the valuable business relationships of the Company, I agree to the following:

1. Definitions.

(a) Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean any information, including third-party information, provided to the Company in confidence, regarding the Company, its business, its plans, its customers, its contracts, its suppliers, or its strategies, that is not generally known and provides the Company with an actual or potential competitive advantage over those who do not know it. Confidential Information includes, but is not limited to, all such information I learned or developed during any previous employment with the Company or its predecessors in interest and all of the Company’s confidential, proprietary and trade secret information, which may include information and strategies relating to the Company’s products, processes and services, including customer lists and files, product description and pricing, information and strategy regarding profits, costs, marketing, purchasing, sales, customers, suppliers, contract terms, employees, salaries, product development plans, business, acquisition and financial plans and forecasts, and marketing and sales plans and forecasts. I acknowledge that requiring me to enter into this Agreement is one of the measures that the Company uses to maintain the secrecy of its Confidential Information.

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(b) Relevant Territory. For purposes of this Agreement, “Relevant Territory” shall mean any territory or region in which I performed services on behalf of the Company or about which I learned Confidential Information regarding the Company during the two (2) years prior to my separation from the Company for any reason.

(c) Services. For purposes of this Agreement, “Services” shall mean the same or similar activities in which I engaged during the two (2) years prior to my separation from the Company for any reason.

2. Confidentiality. I agree that I will not, during my employment with the Company (except in furtherance of the Company’s interests), or at any time after employment terminates, without the prior written consent of the Company Vice President of Human Resources, disclose any Confidential Information to or use any Confidential Information for, any third party or entity. This restriction prohibits me from, among other activities, engaging in or preparing to engage in developing, producing, marketing, distributing or selling lawn, garden, animal health, animal nutrition or pet related products for any business entity if that activity in any way involves the use or disclosure of Company Confidential Information and diverting or attempting to divert any business or customers from the Company using Confidential Information. To the extent that any Confidential Information is determined by a court of competent jurisdiction to be confidential information rather than a trade secret under applicable law, the prohibition on use and disclosure of that specific information shall be in effect for a period of three years after the termination of my employment with the Company; otherwise the prohibition shall last until the information ceases to be a trade secret (other than through any breach of secrecy by me or other third parties under a duty of secrecy to the Company). In the event that after my employment with the Company ceases, if I have any doubt about whether particular information may be used of disclosed, I will contact the Company Vice President of Human Resources.

3. Post-Employment Activities

(a) Non-Competition. For twelve (12) months after the termination of my employment with the Company, I will not render executive, managerial, market research, advice or consulting services, either directly or indirectly, to any business engaged in or about to be engaged in developing, producing, marketing, distributing or selling lawn, garden, animal health, animal nutrition or pet related products or which would otherwise conflict with my obligations to the Company This paragraph shall only apply in those jurisdictions where restrictions such as contained in this paragraph are enforceable.

(b) Non-Solicitation of Customers. For twelve (12) months after the termination of my employment with the Company, I will not solicit directly or indirectly, on behalf of any business entity described in paragraph (a) of this section or which otherwise competes with the Company, any customer I solicited or serviced, or any customer about whom I learned Confidential Information, while in the employ or service of the Company. This paragraph shall apply in those jurisdictions where restrictions such as contained in this paragraph are enforceable.

(c) Non-Solicitation of Employees. For twelve (12) months after the termination of my employment with the Company, I will not recruit, solicit or induce, or attempt to recruit, solicit or induce, any employee of the Company to terminate their employment with the Company or otherwise cease their relationship with the Company.

11

(d) Duty to Present Contract. For twelve (12) months after the termination of my employment with the Company, before I accept employment with any person or organization that is engage in or about to be engaged in developing, producing, marketing, distributing or selling lawn, garden, animal health, animal nutrition or pet related products, I agree (1) to advise that prospective employer about the existence of this Agreement; (2) to provide that potential employer a copy of this Agreement; and (3) to advise the Company’s Vice President of Human Resources in writing, within five (5) business days, to whom I have provided a copy of this Agreement.

4. Reformation/Severability. If any restriction set forth in this Agreement is found by a court to be unenforceable for any reason, the court is empowered and directed to interpret the restriction to extend only so broadly as to be enforceable in that jurisdiction. Additionally, should any of the provisions of this Agreement be determined to be invalid by a court of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of the other provisions herein.

5. Further Acknowledgments. I understand that the restrictions contained in this Agreement are necessary and reasonable for the protection of the Company’s business, goodwill and its Confidential Information. I understand that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, including the return of consideration paid for this Agreement, I agree that the Company shall have the right to seek specific performance and injunctive relief. Further, I understand that the Company intends to install the full measure of protections permitted by the law to protect its Confidential Information and business relationships, but does not intend to impose any greater protections on me than those permitted by law. I acknowledge that the law that governs restrictive covenants such as this, is important, rapidly changing and varies from state to state. I also understand that the law that will apply to this Agreement after I terminate will depend on factors such as where I live, where I work, the location of my employer, the location of my former employer and other factors, many which are unknown at the time I enter this Agreement. I understand that I have been advised to consult with an attorney of my choice to discuss this agreement and my legal obligations under this agreement after my termination of employment. I understand that Paragraphs 3(a) and 3(b) do not apply and will not be enforced in California or other states where restrictions such as contained in those paragraphs are not permitted.

6. Separability. Courts should treat each numbered paragraph as a separate and severable contractual obligation intended to protect the legitimate interests of the Company and to which I intend to be bound.

7. Non Waiver. I agree that the Company’s determination not to enforce this or similar agreements as to specific violations shall not operate as a waiver or release of my obligations under this Agreement.

8. Fiduciary Duty. This Agreement is in addition to any fiduciary duty and obligation that may exist under statutory or common law.

12

9. Entire Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. It cannot be modified or waived except in a writing signed by me and the Chief Executive Officer of the Company. I enter into this Agreement voluntarily.

AGREED AND ACCEPTED BY:
/s/ Steven R. LaMonte	4/2/12
Steven R. LaMonte
/s/ William E. Brown
William E. Brown
Chairman & Chief Executive Officer
Central Garden & Pet Company

13

EX-31.1

EXHIBIT 31.1

I, William E. Brown, certify that:

1. I have reviewed this report on Form 10-Q for the quarter ended June 23, 2012 of Central Garden & Pet Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 2, 2012

/s/ William E. Brown

William E. Brown

Chairman and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

I, Lori A. Varlas, certify that:

1. I have reviewed this report on Form 10-Q for the quarter ended June 23, 2012 of Central Garden & Pet Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 2, 2012

/s/ Lori A. Varlas

Lori A. Varlas

Chief Financial Officer

(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying quarterly report on Form 10-Q of Central Garden & Pet Company for the quarter ended June 23, 2012 (the “Report”), I, William E. Brown, Chairman and Chief Executive Officer of Central Garden & Pet Company, hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) such Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in such Report presents, in all material respects, the financial condition and results of operations of Central Garden & Pet Company.

August 2, 2012

/s/ William E. Brown

William E. Brown

Chairman and Chief Executive Officer

(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying quarterly report on Form 10-Q of Central Garden & Pet Company for the quarter ended June 23, 2012 (the “Report”), I, Lori A. Varlas, Chief Financial Officer of Central Garden & Pet Company, hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) such Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in such Report presents, in all material respects, the financial condition and results of operations of Central Garden & Pet Company.

August 2, 2012

/s/ Lori A. Varlas

Lori A. Varlas

Chief Financial Officer

(Principal Financial Officer)

XML

Consolidating Condensed Financial Information of Guarantor Subsidiaries (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 23, 2012	Jun. 25, 2011	Jun. 23, 2012	Jun. 25, 2011
Condensed Statement of Operations based on the Company's understanding of the SEC's
Net sales	$ 533,808	$ 484,303	$ 1,302,777	$ 1,251,746
Cost of products sold and occupancy	353,156	334,914	893,691	856,031
Gross profit	180,652	149,389	409,086	395,715
Selling, general and administrative expenses	131,683	112,795	326,175	305,974
Income from operations	48,969	36,594	82,911	89,741
Interest ,net	10,695	9,808	30,654	27,997
Other income (loss)	102	318	(19)	116
Income (loss) before income taxes	38,376	27,104	52,238	61,860
Income taxes (tax benefit)	14,554	9,879	19,716	21,952
Income including noncontrolling interest	23,822	17,225	32,522	39,908
Net income (Loss), Noncontrolling Interest	1,123	144	1,290	653
Net income (Loss), Controlling Interest	22,699	17,081	31,232	39,255
Equity in undistributed income of guarantor subsidiaries	0	0	0	0
Net income attributable to Central Garden & Pet Co	22,699	17,081	31,232	39,255
Parent [Member]
Condensed Statement of Operations based on the Company's understanding of the SEC's
Net sales	161,734	157,449	416,119	392,617
Cost of products sold and occupancy	111,510	118,876	298,413	290,338
Gross profit	50,224	38,573	117,706	102,279
Selling, general and administrative expenses	41,061	38,002	103,123	97,411
Income from operations	9,163	571	14,583	4,868
Interest ,net	10,727	9,947	30,769	28,303
Other income (loss)	(4,494)	(576)	(5,161)	(2,611)
Income (loss) before income taxes	(6,058)	(9,952)	(21,347)	(26,046)
Income taxes (tax benefit)	(2,361)	(3,629)	(7,962)	(9,166)
Income including noncontrolling interest	(3,697)	(6,323)	(13,385)	(16,880)
Net income (Loss), Noncontrolling Interest	1,123	144	1,290	653
Net income (Loss), Controlling Interest	(4,820)	(6,467)	(14,675)	(17,533)
Equity in undistributed income of guarantor subsidiaries	27,519	23,548	45,907	56,788
Net income attributable to Central Garden & Pet Co	22,699	17,081	31,232	39,255
Guarantor Subsidiaries [Member]
Condensed Statement of Operations based on the Company's understanding of the SEC's
Net sales	398,615	358,384	952,470	966,295
Cost of products sold and occupancy	268,187	247,568	661,090	672,859
Gross profit	130,428	110,816	291,380	293,436
Selling, general and administrative expenses	90,622	74,793	223,052	208,563
Income from operations	39,806	36,023	68,328	84,873
Interest ,net	(32)	(139)	(115)	(306)
Other income (loss)	4,596	894	5,142	2,727
Income (loss) before income taxes	44,434	37,056	73,585	87,906
Income taxes (tax benefit)	16,915	13,508	27,678	31,118
Income including noncontrolling interest	27,519	23,548	45,907	56,788
Net income (Loss), Noncontrolling Interest	0	0	0	0
Net income (Loss), Controlling Interest	27,519	23,548	45,907	56,788
Equity in undistributed income of guarantor subsidiaries	0	0	0	0
Net income attributable to Central Garden & Pet Co	27,519	23,548	45,907	56,788
Eliminations [Member]
Condensed Statement of Operations based on the Company's understanding of the SEC's
Net sales	(26,541)	(31,530)	(65,812)	(107,166)
Cost of products sold and occupancy	(26,541)	(31,530)	(65,812)	(107,166)
Gross profit	0	0	0	0
Selling, general and administrative expenses	0	0	0	0
Income from operations	0	0	0	0
Interest ,net	0	0	0	0
Other income (loss)	0	0	0	0
Income (loss) before income taxes	0	0	0	0
Income taxes (tax benefit)	0	0	0	0
Income including noncontrolling interest	0	0	0	0
Net income (Loss), Noncontrolling Interest	0	0	0	0
Net income (Loss), Controlling Interest	0	0	0	0
Equity in undistributed income of guarantor subsidiaries	(27,519)	(23,548)	(45,907)	(56,788)
Net income attributable to Central Garden & Pet Co	$ (27,519)	$ (23,548)	$ (45,907)	$ (56,788)

XML

Supplemental Equity and Comprehensive Income Information (Details 1) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Jun. 23, 2012	Jun. 25, 2011
Summary of the changes in the carrying amounts of equity attributable to controlling interest and noncontrolling interest
Balance, Beginning balance	$ 456,782	$ 532,143
Comprehensive income	32,630	40,350
Stock based compensation	3,782	4,143
Restricted share activity	380	(176)
Issuance of common stock	806	1,404
Repurchase of common stock	(20,884)	(84,049)
Distributions to noncontrolling interest		(1,500)
Tax benefit on stock option exercise	938	791
Balance, Ending balance	474,434	493,106
Total [Member] | Controlling Interest [Member]
Summary of the changes in the carrying amounts of equity attributable to controlling interest and noncontrolling interest
Balance, Beginning balance	456,776	530,696
Comprehensive income	31,340	39,697
Stock based compensation	3,782	4,143
Restricted share activity	380	(176)
Issuance of common stock	806	1,404
Repurchase of common stock	(20,884)	(84,049)
Distributions to noncontrolling interest		0
Tax benefit on stock option exercise	938	791
Balance, Ending balance	473,138	492,506
Common Stock [Member] | Controlling Interest [Member]
Summary of the changes in the carrying amounts of equity attributable to controlling interest and noncontrolling interest
Balance, Beginning balance	129	163
Comprehensive income	0	0
Stock based compensation	0	0
Restricted share activity	0	0
Issuance of common stock	0	0
Repurchase of common stock	(7)	(26)
Distributions to noncontrolling interest		0
Tax benefit on stock option exercise	0	0
Balance, Ending balance	122	137
Class A Common Stock [Member] | Controlling Interest [Member]
Summary of the changes in the carrying amounts of equity attributable to controlling interest and noncontrolling interest
Balance, Beginning balance	359	437
Comprehensive income	0	0
Stock based compensation	0	0
Restricted share activity	1	4
Issuance of common stock	4	4
Repurchase of common stock	(19)	(63)
Distributions to noncontrolling interest		0
Tax benefit on stock option exercise	0	0
Balance, Ending balance	345	382
Class B Stock [Member] | Controlling Interest [Member]
Summary of the changes in the carrying amounts of equity attributable to controlling interest and noncontrolling interest
Balance, Beginning balance	16	16
Comprehensive income	0	0
Stock based compensation	0	0
Restricted share activity	0	0
Issuance of common stock	0	0
Repurchase of common stock	0	0
Distributions to noncontrolling interest		0
Tax benefit on stock option exercise	0	0
Balance, Ending balance	16	16
Additional Paid In Capital [Member] | Controlling Interest [Member]
Summary of the changes in the carrying amounts of equity attributable to controlling interest and noncontrolling interest
Balance, Beginning balance	396,208	483,817
Comprehensive income	0	0
Stock based compensation	3,782	4,143
Restricted share activity	379	(180)
Issuance of common stock	802	1,400
Repurchase of common stock	(20,358)	(68,620)
Distributions to noncontrolling interest		0
Tax benefit on stock option exercise	938	791
Balance, Ending balance	381,751	421,351
Retained Earnings [Member] | Controlling Interest [Member]
Summary of the changes in the carrying amounts of equity attributable to controlling interest and noncontrolling interest
Balance, Beginning balance	59,045	45,319
Comprehensive income	31,232	39,255
Stock based compensation	0	0
Restricted share activity	0	0
Issuance of common stock	0	0
Repurchase of common stock	(500)	(15,340)
Distributions to noncontrolling interest		0
Tax benefit on stock option exercise	0	0
Balance, Ending balance	89,777	69,234
Accumulated Other Comprehensive Income [Member] | Controlling Interest [Member]
Summary of the changes in the carrying amounts of equity attributable to controlling interest and noncontrolling interest
Balance, Beginning balance	1,019	944
Comprehensive income	108	442
Stock based compensation	0	0
Restricted share activity	0	0
Issuance of common stock	0	0
Repurchase of common stock	0	0
Distributions to noncontrolling interest		0
Tax benefit on stock option exercise	0	0
Balance, Ending balance	1,127	1,386
Noncontrolling Interest [Member]
Summary of the changes in the carrying amounts of equity attributable to controlling interest and noncontrolling interest
Balance, Beginning balance	6	1,447
Comprehensive income	1,290	653
Stock based compensation	0	0
Restricted share activity	0	0
Issuance of common stock	0	0
Repurchase of common stock	0	0
Distributions to noncontrolling interest		(1,500)
Tax benefit on stock option exercise	0	0
Balance, Ending balance	$ 1,296	$ 600

XML

Basis of Presentation (Details)	Dec. 24, 2011
Basis of Presentation (Textual) [Abstract]
Noncontrolling interest owned by the subsidiary	20.00%

XML

Consolidating Condensed Financial Information of Guarantor Subsidiaries (Details Textual) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Jun. 23, 2012
Consolidating Condensed Financial Information of Guarantor Subsidiaries (Textual) [Abstract]
Collective ownership on Guarantor Subsidiaries	100.00%
8.25 % senior subordinated notes due 2018 as of June 23, 2012 [Member]
Consolidating Condensed Financial Information of Guarantor Subsidiaries (Textual) [Abstract]
Obligation to pay principal on the Company's Senior Subordinated Notes	$ 450
Senior subordinated notes, percentage	8.25%
Debt instrument interest rate stated percentage	Mar. 01, 2018

XML

Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 23, 2012	Jun. 25, 2011	Jun. 23, 2012	Jun. 25, 2011	Sep. 24, 2011
Net sales:
Net sales	$ 533,808	$ 484,303	$ 1,302,777	$ 1,251,746
Income from operations:
Income from operations	48,969	36,594	82,911	89,741
Interest expense-net	(10,695)	(9,808)	(30,654)	(27,997)
Other income (expense)	102	318	(19)	116
Income taxes (tax benefit)	14,554	9,879	19,716	21,952
Income including noncontrolling interest	23,822	17,225	32,522	39,908
Net income attributable to noncontrolling interest	1,123	144	1,290	653
Net income (Loss), Controlling Interest	22,699	17,081	31,232	39,255
Depreciation and amortization:
Total depreciation and amortization	8,024	7,106	23,076	21,316
ASSETS
Total assets	1,179,718	1,155,732	1,179,718	1,155,732	1,093,003
Goodwill (included in corporate assets above):
Total goodwill	210,223	209,348	210,223	209,348	210,223
Pet products [Member]
Net sales:
Net sales	271,345	227,256	693,114	639,464
Income from operations:
Income from operations	40,454	27,214	71,153	61,978
Depreciation and amortization:
Total depreciation and amortization	3,702	3,576	10,904	10,917
ASSETS
Total assets	432,342	422,364	432,342	422,364	396,637
Goodwill (included in corporate assets above):
Total goodwill	202,514	201,639	202,514	201,639	202,514
Garden products [Member]
Net sales:
Net sales	262,463	257,047	609,663	612,282
Income from operations:
Income from operations	22,581	17,962	48,111	56,900
Depreciation and amortization:
Total depreciation and amortization	1,920	1,552	5,058	4,475
ASSETS
Total assets	384,502	404,523	384,502	404,523	350,234
Goodwill (included in corporate assets above):
Total goodwill	7,709	7,709	7,709	7,709	7,709
Corporate [Member]
Income from operations:
Income from operations	(14,066)	(8,582)	(36,353)	(29,137)
Depreciation and amortization:
Total depreciation and amortization	2,402	1,978	7,114	5,924
ASSETS
Total assets	$ 362,874	$ 328,845	$ 362,874	$ 328,845	$ 346,132

XML

Goodwill

9 Months Ended

Jun. 23, 2012

Goodwill [Abstract]

Goodwill

4. Goodwill

The Company accounts for goodwill in accordance with ASC 350, “Intangibles – Goodwill and Other,” and tests goodwill for impairment annually, or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. This assessment involves the use of significant accounting judgments and estimates as to future operating results and discount rates. Changes in estimates or use of different assumptions could produce significantly different results. An impairment loss is generally recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit. The Company uses discounted cash flow analysis to estimate the fair value of our reporting units. The Company’s goodwill impairment analysis also includes a comparison of the aggregate estimated fair value of all four reporting units to the Company’s total market capitalization. Based on the Company’s annual analysis of goodwill performed during the fourth quarter of fiscal 2011, it concluded there was no impairment of goodwill during fiscal 2011.

Contingent performance payments of $1.0 million were paid in fiscal 2011 for previous acquisitions and recorded as goodwill.

On February 28, 2011, the Company acquired certain assets of a privately-held maker of premium fertilizer for the professional and retail markets for approximately $23 million in cash. The acquired assets were integrated into the business of Pennington Seed, Inc., a wholly owned subsidiary of the Company. The purchase price exceeded the estimated fair value of the tangible and intangible assets acquired by $1.0 million, which was recorded as goodwill.

XML

Other Intangible Assets (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 23, 2012	Jun. 25, 2011	Jun. 23, 2012	Jun. 25, 2011	Sep. 24, 2011	Feb. 28, 2011
Other Intangible Assets (Additional Textual) [Abstract]
Other intangible assets acquired						$ 2.7
Amortization expense for intangibles	1.6	1.4	4.0	3.8
Estimated annual amortization expense related to acquired intangible assets, 2012	4		4
Estimated annual amortization expense related to acquired intangible assets, 2013	4		4
Estimated annual amortization expense related to acquired intangible assets, 2014	4		4
Estimated annual amortization expense related to acquired intangible assets, 2015	4		4
Estimated annual amortization expense related to acquired intangible assets, 2016	4		4
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)					$ 0
Marketing-related intangibles [Member]
Other Intangible Assets (Textual) [Abstract]
Weighted average remaining lives of acquired intangible assets			8 years
Customer-related intangibles [Member]
Other Intangible Assets (Textual) [Abstract]
Weighted average remaining lives of acquired intangible assets			18 years
Other acquired intangibles [Member]
Other Intangible Assets (Textual) [Abstract]
Weighted average remaining lives of acquired intangible assets			6 years

XML

Other Intangible Assets (Details) (USD $)	9 Months Ended		12 Months Ended
	Jun. 23, 2012	Jun. 25, 2011	Sep. 24, 2011
Components of gross and net acquired intangible assets
Gross	$ 126,600,000	$ 126,600,000	$ 126,600,000
Accumulated Amortization	(28,000,000)	(22,800,000)	(24,000,000)
Impairment	(18,100,000)	(18,100,000)	(18,100,000)
Net Carrying Value	80,529,000	85,705,000	84,526,000
Marketing-related intangible assets [Member]
Components of gross and net acquired intangible assets
Gross	71,900,000	71,900,000	71,900,000
Accumulated Amortization	(7,200,000)	(5,900,000)	(6,300,000)
Impairment	(16,900,000)	(16,900,000)	(16,900,000)
Net Carrying Value	47,800,000	49,100,000	48,700,000
Other acquired intangible assets [Member]
Components of gross and net acquired intangible assets
Gross	12,000,000	12,000,000	12,000,000
Accumulated Amortization	(6,000,000)	(4,400,000)	(4,700,000)
Impairment	(1,200,000)	(1,200,000)	(1,200,000)
Net Carrying Value	4,800,000	6,400,000	6,100,000
Amortizable [Member] | Marketing-related intangible assets [Member]
Components of gross and net acquired intangible assets
Gross	12,300,000	12,300,000	12,300,000
Accumulated Amortization	(7,200,000)	(5,900,000)	(6,300,000)
Impairment	0	0	0
Net Carrying Value	5,100,000	6,400,000	6,000,000
Amortizable [Member] | Customer-related intangibles assets [Member]
Components of gross and net acquired intangible assets
Gross	42,700,000	42,700,000	42,700,000
Accumulated Amortization	(14,800,000)	(12,500,000)	(13,000,000)
Impairment	0	0	0
Net Carrying Value	27,900,000	30,200,000	29,700,000
Amortizable [Member] | Other acquired intangible assets [Member]
Components of gross and net acquired intangible assets
Gross	10,800,000	10,800,000	10,800,000
Accumulated Amortization	(6,000,000)	(4,400,000)	(4,700,000)
Impairment	0	0	0
Net Carrying Value	4,800,000	6,400,000	6,100,000
Nonamortizable [Member] | Marketing-related intangible assets [Member]
Components of gross and net acquired intangible assets
Gross	59,600,000	59,600,000	59,600,000
Accumulated Amortization	0	0	0
Impairment	(16,900,000)	(16,900,000)	(16,900,000)
Net Carrying Value	42,700,000	42,700,000	42,700,000
Nonamortizable [Member] | Other acquired intangible assets [Member]
Components of gross and net acquired intangible assets
Gross	1,200,000	1,200,000	1,200,000
Accumulated Amortization	0	0	0
Impairment	(1,200,000)	(1,200,000)	(1,200,000)
Net Carrying Value	$ 0	$ 0	$ 0

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Long-Term Debt (Details) (USD $) In Thousands, unless otherwise specified	Jun. 23, 2012	Sep. 24, 2011	Jun. 25, 2011	Jun. 23, 2012 8.25 % senior subordinated notes due 2018 as of June 23, 2012 [Member]	Sep. 24, 2011 8.25 % senior subordinated notes due 2018 as of June 23, 2012 [Member]	Mar. 08, 2010 8.25 % senior subordinated notes due 2018 as of June 23, 2012 [Member]	Jun. 23, 2012 Revolving credit facility, interest at Alternate Base Rate plus a margin [Member]	Sep. 24, 2011 Revolving credit facility, interest at Alternate Base Rate plus a margin [Member]	Jun. 23, 2012 Other notes payable [Member]	Sep. 24, 2011 Other notes payable [Member]
Components of long-term debt
Total	$ 449,877	$ 435,609		$ 449,288	$ 400,000	$ 400,000	$ 0	$ 35,000	$ 589	$ 609
Less current portion	(347)	(279)	(198)
Long-term portion	$ 449,530	$ 435,330	$ 450,266

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Long-Term Debt (Details Textual) (USD $)	9 Months Ended			9 Months Ended						9 Months Ended
	Jun. 23, 2012	Sep. 24, 2011	Jun. 08, 2011	Jun. 23, 2012 Maximum [Member]	Jun. 23, 2012 Minimum [Member]	Jun. 23, 2012 8.25 % senior subordinated notes due 2018 as of June 23, 2012 [Member]	Sep. 24, 2011 8.25 % senior subordinated notes due 2018 as of June 23, 2012 [Member]	Mar. 08, 2010 8.25 % senior subordinated notes due 2018 as of June 23, 2012 [Member]	Jun. 23, 2012 Financial covenants [Member]	Jun. 23, 2012 Credit Facility [Member]	Jun. 23, 2012 Credit Facility [Member] 8.25 % senior subordinated notes due 2018 as of June 23, 2012 [Member]	Feb. 08, 2012 Credit Facility [Member] 8.25 % senior subordinated notes due 2018 as of June 23, 2012 [Member]	Jun. 23, 2012 LIBOR [Member]
Long-Term Debt (Textual) [Abstract]
Net of unamortized discount on Long Term Debt	$ 712,000					$ 700,000
Unused commitments under the Credit Facility	375,000,000								231,900,000
Applicable interest rate on the Credit Facility	5.00%												3.00%
Debt, aggregate principal amount	449,877,000	435,609,000				449,288,000	400,000,000	400,000,000
Minimum interest coverage ratio	2.75									2.50
Debt instrument interest rate stated, percentage						8.25%
Senior subordinated notes issued date						Mar. 08, 2010
Debt instrument, maturity date						Mar. 01, 2018
Additional issuance amount on senior notes												50,000,000
Present senior secured leverage ratio				2.0	0
Issuance price of additional senior subordinated notes											2018 Notes at a price of 98.501%, plus accrued interest from September 1, 2011, in a private placement
Debt issuance expenses											1,700,000
Commitment fees range				0.50%	0.30%
Total leverage ratio				3.9	1.0
Long-Term Debt (Additional Textual) [Abstract]
Revolving credit facility			275,000,000
Borrowing capacity	375,000,000
Increase in borrowing capacity	100,000,000
Extension of maturity date	one year, to June 2016
Incremental term loans	200,000,000
Outstanding balance of Credit Facility	0
Letters of credit outstanding	0
Debt interest terms	Interest on the amended Credit Facility is based, at the Company’s option, on a rate equal to the Alternate Base Rate (ABR), which is the greatest of the prime rate, the Federal Funds rate plus 1/2 of 1% or one month LIBOR plus 1%, plus a margin, which fluctuates from 0.75% to 1.75%, or LIBOR plus a margin, which fluctuates from 1.75% to 2.75% and commitment fees that range from 0.30% to 0.50%, determined quarterly based on consolidated total debt to consolidated EBITDA for the most recent trailing 12-month period.
Maximum restricted payments including cash dividends and stock repurchases under credit agreement.	$ 200,000,000
Interest coverage ratio	3.0
Debt redemption terms	The Company may redeem some or all of the 2018 Notes at any time on or after March 1, 2014 for 104.125%, after March 1, 2015 for 102.063% and after March 1, 2016 for 100%, plus accrued and unpaid interest. Additionally, at any time prior to March 1, 2013, the Company may redeem up to 35% of the 2018 Notes with any proceeds the Company receives from certain equity offerings at a redemption price of 108.25% of the principal amount, plus accrued and unpaid interest.

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Financial Instruments

9 Months Ended

Jun. 23, 2012

Financial Instruments [Abstract]

Financial Instruments

3. Financial Instruments

The Company’s financial instruments include cash and equivalents, short term investments consisting of bank certificates of deposit, accounts receivable and payable, short-term borrowings, and accrued liabilities. The carrying amount of these instruments approximates fair value because of their short-term nature.

The estimated fair value of the Company’s $450 million 8.25 % senior subordinated notes due 2018 as of June 23, 2012 was $459.0 million, compared to a carrying value of $449.3 million, net of unamortized discount of $0.7 million. The estimated fair value is based on quoted market prices for these notes. See Note 6, Long Term Debt, for additional information.

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Supplemental Equity and Comprehensive Income Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 23, 2012	Jun. 25, 2011	Jun. 23, 2012	Jun. 25, 2011
The allocation of total comprehensive income (loss) between controlling and noncontrolling interests
Income (loss) attributable to Central Garden & Pet Co. before equity in undistributed income of guarantor subsidiaries	$ 22,699	$ 17,081	$ 31,232	$ 39,255
Foreign currency translation, Controlling Interest			108	442
Total comprehensive income (Loss), Controlling Interest			31,340	39,697
Net income attributable to noncontrolling interest	1,123	144	1,290	653
Foreign currency translation, Noncontrolling Interest			0	0
Total comprehensive income (loss), Noncontrolling Interest			1,290	653
Net income (loss), Total	23,822	17,225	32,522	39,908
Foreign currency translation, Total			108	442
Total comprehensive income (loss)			$ 32,630	$ 40,350

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Consolidating Condensed Financial Information of Guarantor Subsidiaries (Details 1) (USD $) In Thousands, unless otherwise specified	Jun. 23, 2012	Sep. 24, 2011	Jun. 25, 2011	Sep. 25, 2010
ASSETS
Cash and cash equivalents	$ 40,699	$ 12,031	$ 11,233	$ 91,460
Short term investments	17,820	17,820	15,320
Accounts receivable, net	245,780	195,417	257,418
Inventories	334,796	329,546	343,788
Prepaid expenses and other	46,107	47,772	40,095
Total current assets	685,202	602,586	667,854
Land, buildings, improvements and equipment,net	185,225	176,402	171,187
Goodwill	210,223	210,223	209,348
Investment in guarantors	0	0	0
Deferred income taxes and other assets	99,068	103,792	107,343
Total	1,179,718	1,093,003	1,155,732
LIABILITIES AND EQUITY
Accounts payable	125,111	116,524	115,380
Accrued expenses and other liabilities	107,165	75,407	92,876
Total current liabilities	232,276	191,931	208,256
Long-term debt	449,530	435,330	450,266
Other long-term obligations	23,478	8,960	4,104
Shareholders' equity attributable to Central Garden & Pet Co.	473,138	456,776	492,506
Noncontrolling interest	1,296	6	600
Total equity	474,434	456,782	493,106	532,143
Total	1,179,718	1,093,003	1,155,732
Parent [Member]
ASSETS
Cash and cash equivalents	35,163	10,633	10,121	90,265
Short term investments	17,820	17,820	15,320
Accounts receivable, net	82,218	47,698	79,252
Inventories	102,751	102,861	114,828
Prepaid expenses and other	18,922	29,077	17,502
Total current assets	256,874	208,089	237,023
Land, buildings, improvements and equipment,net	78,025	72,505	69,255
Goodwill	0	0	0
Investment in guarantors	663,351	645,876	707,281
Deferred income taxes and other assets	40,053	38,622	24,965
Total	1,038,303	965,092	1,038,524
LIABILITIES AND EQUITY
Accounts payable	37,202	28,072	37,472
Accrued expenses and other liabilities	56,175	37,825	55,413
Total current liabilities	93,377	65,897	92,885
Long-term debt	449,406	435,245	450,163
Other long-term obligations	21,086	7,168	2,370
Shareholders' equity attributable to Central Garden & Pet Co.	473,138	456,776	492,506
Noncontrolling interest	1,296	6	600
Total equity	474,434	456,782	493,106
Total	1,038,303	965,092	1,038,524
Guarantor Subsidiaries [Member]
ASSETS
Cash and cash equivalents	5,536	1,398	1,112	1,195
Short term investments	0	0	0
Accounts receivable, net	173,163	153,306	185,662
Inventories	232,045	226,685	228,960
Prepaid expenses and other	27,185	18,695	22,593
Total current assets	437,929	400,084	438,327
Land, buildings, improvements and equipment,net	107,200	103,897	101,932
Goodwill	210,223	210,223	209,348
Investment in guarantors	0	0	0
Deferred income taxes and other assets	59,015	65,170	82,378
Total	814,367	779,374	831,985
LIABILITIES AND EQUITY
Accounts payable	97,510	94,039	85,404
Accrued expenses and other liabilities	50,990	37,582	37,463
Total current liabilities	148,500	131,621	122,867
Long-term debt	124	85	103
Other long-term obligations	2,392	1,792	1,734
Shareholders' equity attributable to Central Garden & Pet Co.	663,351	645,876	707,281
Noncontrolling interest	0	0	0
Total equity	663,351	645,876	707,281
Total	814,367	779,374	831,985
Eliminations [Member]
ASSETS
Cash and cash equivalents	0	0	0	0
Short term investments	0	0	0
Accounts receivable, net	(9,601)	(5,587)	(7,496)
Inventories	0	0	0
Prepaid expenses and other	0	0	0
Total current assets	(9,601)	(5,587)	(7,496)
Land, buildings, improvements and equipment,net	0	0	0
Goodwill	0	0	0
Investment in guarantors	(663,351)	(645,876)	(707,281)
Deferred income taxes and other assets	0	0	0
Total	(672,952)	(651,463)	(714,777)
LIABILITIES AND EQUITY
Accounts payable	(9,601)	(5,587)	(7,496)
Accrued expenses and other liabilities	0	0	0
Total current liabilities	(9,601)	(5,587)	(7,496)
Long-term debt	0	0	0
Other long-term obligations	0	0	0
Shareholders' equity attributable to Central Garden & Pet Co.	(663,351)	(645,876)	(707,281)
Noncontrolling interest	0	0	0
Total equity	(663,351)	(645,876)	(707,281)
Total	$ (672,952)	$ (651,463)	$ (714,777)

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Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Jun. 23, 2012	Sep. 24, 2011	Jun. 25, 2011
Current assets:
Cash and cash equivalents	$ 40,699	$ 12,031	$ 11,233
Short term investments	17,820	17,820	15,320
Accounts receivable (less allowance for doubtful accounts of $18,782, $18297 and $15,590)	245,780	195,417	257,418
Inventories	334,796	329,546	343,788
Prepaid expenses and other	46,107	47,772	40,095
Total current assets	685,202	602,586	667,854
Land, buildings, improvements and equipment,net	185,225	176,402	171,187
Goodwill	210,223	210,223	209,348
Other intangible assets net	80,529	84,526	85,705
Deferred income taxes and other assets	18,539	19,266	21,638
Total	1,179,718	1,093,003	1,155,732
Current liabilities:
Accounts payable	125,111	116,524	115,380
Accrued expenses	106,818	75,128	92,678
Current portion of long-term debt	347	279	198
Total current liabilities	232,276	191,931	208,256
Long-term debt	449,530	435,330	450,266
Deferred income taxes and other long-term obligations	23,478	8,960	4,104
Equity:
Common stock	122	129	137
Additional paid-in capital	381,751	396,208	421,351
Retained earnings	89,777	59,045	69,234
Accumulated other comprehensive income	1,127	1,019	1,386
Total Central Garden & Pet Company shareholders' equity	473,138	456,776	492,506
Noncontrolling interest	1,296	6	600
Total equity	474,434	456,782	493,106
Total	1,179,718	1,093,003	1,155,732
Class A Common Stock [Member]
Equity:
Common stock	345	359	382
Class B Stock [Member]
Equity:
Common stock	$ 16	$ 16	$ 16

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Basis of Presentation

9 Months Ended

Jun. 23, 2012

Basis of Presentation [Abstract]

Basis of Presentation

1. Basis of Presentation

The condensed consolidated balance sheets of Central Garden & Pet Company and subsidiaries (the “Company” or “Central”) as of June 25, 2011 and June 23, 2012, the condensed consolidated statements of operations for the three and nine months ended June 25, 2011 and June 23, 2012, and the condensed consolidated statements of cash flows for the nine months ended June 25, 2011 and June 23, 2012 have been prepared by the Company, without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) considered necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods mentioned above, have been made.

For the Company’s foreign business in the UK, the local currency is the functional currency. Assets and liabilities are translated using the exchange rate in effect at the balance sheet date. Income and expenses are translated at the average exchange rate for the period. Deferred taxes are not provided on translation gains and losses, because the Company expects earnings of its foreign subsidiary to be permanently reinvested. Transaction gains and losses are included in results of operations. See Note 7, Supplemental Equity and Comprehensive Income Information, for further detail.

Due to the seasonal nature of the Company’s garden business, the results of operations for the three and nine month periods ended June 25, 2011 and June 23, 2012 are not indicative of the operating results that may be expected for the entire fiscal year. These interim financial statements should be read in conjunction with the annual audited financial statements, accounting policies and financial notes thereto, included in the Company’s 2011 Annual Report on Form 10-K, which has previously been filed with the Securities and Exchange Commission, as well as other subsequent Securities and Exchange Commission filings. The September 24, 2011 balance sheet presented herein was derived from the audited financial statements.

Noncontrolling Interest

Noncontrolling interest in the Company’s condensed consolidated financial statements represents the 20% interest not owned by Central in a consolidated subsidiary. Since the Company controls this subsidiary, its financial statements are fully consolidated with those of the Company, and the noncontrolling owner’s 20% share of the subsidiary’s net assets and results of operations is deducted and reported as noncontrolling interest on the consolidated balance sheets and as net income (loss) attributable to noncontrolling interest in the consolidated statements of operations. See Note 7, Supplemental Equity and Comprehensive Income Information, for additional information.

Derivative Instruments

The Company principally uses a combination of purchase orders and various short and long-term supply arrangements in connection with the purchase of raw materials, including certain commodities. The Company also enters into commodity futures and options contracts to reduce the volatility of price fluctuations of corn, which impacts the cost of raw materials. The Company’s primary objective when entering into these derivative contracts is to achieve greater certainty with regard to the future price of commodities purchased for use in its supply chain. These derivative contracts are entered into for periods consistent with the related underlying exposures and do not constitute positions independent of those exposures. The Company does not enter into derivative contracts for speculative purposes and does not use leveraged instruments.

The Company does not perform the assessments required to achieve hedge accounting for commodity derivative positions. Accordingly, the changes in the values of these derivatives are recorded currently in cost of sales in its condensed consolidated statements of operations. As of June 23, 2012, the notional amount of these contracts was not significant.

Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-6, “Improving Disclosures about Fair Value Measurements.” This ASU requires new disclosures regarding transfers in and out of Level 1 and Level 2 fair value measurements, as well as requiring presentation on gross basis information about purchases, sales, issuances and settlements in Level 3 fair value measurements. The ASU also clarifies existing disclosures regarding level of disaggregation, inputs and valuation techniques. The ASU is effective for interim and annual reporting periods beginning after December 15, 2009 and became effective for the Company on December 27, 2009. Disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements are effective for fiscal years beginning after December 15, 2010 and were effective for the Company on September 25, 2011. The adoption of this ASU had no impact on the Company’s consolidated financial statements.

In December 2010, the FASB issued ASU No. 2010-28, “Intangibles – Goodwill and Other (Topic 350) – When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”). The amendments in this update modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. ASU 2010-28 is effective for fiscal years and interim periods within those years, beginning after December 15, 2010 and was effective for the Company on September 25, 2011. The adoption of this ASU had no impact on the Company’s consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.” ASU No. 2011-05 requires that all nonowner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements, eliminating the option to present other comprehensive income in the statement of changes in equity. Under either choice, items that are reclassified from other comprehensive income to net income are required to be presented on the face of the financial statements where the components of net income and the components of other comprehensive income are presented. In December 2011, the FASB issued an update to ASU No. 2011-05, ASU No. 2011-12, which was issued to defer the effective date for amendments to the reclassifications of items out of accumulated other comprehensive income in ASU No. 2011-05. ASU No. 2011-05 and the amendments in ASU No. 2011-12 are effective for fiscal years and interim periods within those years, beginning after December 15, 2011 and will be effective for the Company on September 30, 2012. The guidance will be applied retrospectively. This amendment will change the manner in which the Company presents comprehensive income. The Company is in the process of evaluating the impact on its consolidated financial statements.

In September 2011, the FASB issued ASU No. 2011-08, “Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment”, which amended the guidance on the annual testing of goodwill for impairment. The amended guidance will allow companies to assess qualitative factors to determine if it is more-likely-than-not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment test required under current accounting standards. The guidance is effective for fiscal years beginning after December 15, 2011, and will be effective for the Company on September 30, 2012. The Company has determined that this new guidance will not have a material impact on its consolidated financial statements.

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Earnings Per Share (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 23, 2012	Jun. 25, 2011	Jun. 23, 2012	Jun. 25, 2011
Basic EPS:
Net income available to common shareholders, Basic, Income	$ 22,699	$ 17,081	$ 31,232	$ 39,255
Net income available to common shareholders, Basic, Shares	47,661	54,020	47,580	57,635
Net income available to common shareholders, Basic, Per Share	$ 0.48	$ 0.32	$ 0.66	$ 0.68
Effect of dilutive securities:
Effect of dilutive securities, Options to purchase common stock, Income	0	0	0	0
Effective of dilutive securities, Restricted shares, Income	0	0	0	0
Effective of dilutive securities, Options to purchase common stock, Shares	476	300	455	329
Effect of dilutive securities, Options to purchase common stock, Per Share	$ (0.01)	$ (0.01)	$ (0.01)	$ 0.00
Effect of dilutive securities, Restricted shares, Shares	251	178	218	151
Effect of dilutive securities, Restricted shares, Per Share	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Diluted EPS:
Net income available to common shareholders, Diluted EPS, Income	$ 22,699	$ 17,081	$ 31,232	$ 39,255
Diluted	48,388	54,498	48,253	58,115
Net income available to common shareholders, Diluted EPS, Per Share	$ 0.47	$ 0.31	$ 0.65	$ 0.68

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Earnings Per Share (Tables)

9 Months Ended

Jun. 23, 2012

Earnings Per Share [Abstract]

Numerators and denominators in basic and diluted per share

	Three Months Ended June 23, 2012							Nine Months Ended June 23, 2012
	Income		Shares		Per Share			Income		Shares		Per Share
	(in thousands, except per share amounts)
Basic EPS:
Net income available to common shareholders	$	22,699		47,661	$	0.48		$	31,232		47,580	$	0.66
Effect of dilutive securities:
Options to purchase common stock		0		476		(0.01	)		0		455		(0.01	)
Restricted shares		0		251		0			0		218		0
Diluted EPS:
Net income available to common shareholders	$	22,699		48,388	$	0.47		$	31,232		48,253	$	0.65

	Three Months Ended June 25, 2011							Nine Months Ended June 25, 2011
	Income		Shares		Per Share			Income (Loss)		Shares		Per Share
	(in thousands, except per share amounts)
Basic EPS:
Net income available to common shareholders	$	17,081		54,020	$	0.32		$	39,255		57,635	$	0.68
Effect of dilutive securities:
Options to purchase common stock		0		300		(0.01	)		0		329		0
Restricted shares		0		178		0			0		151		0
Diluted EPS:
Net income available to common shareholders	$	17,081		54,498	$	0.31		$	39,255		58,115	$	0.68

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Earnings Per Share (Details Textual) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 23, 2012	Jun. 25, 2011	Jun. 23, 2012	Jun. 25, 2011
Maximum [Member]
Earnings Per Share (Textual) [Abstract]
Option to purchase common stock at prices ranging	17.99	17.99	17.99	17.99
Minimum [Member]
Earnings Per Share (Textual) [Abstract]
Option to purchase common stock at prices ranging	4.60	4.26	4.60	4.26
Stock options [Member]
Earnings Per Share (Textual) [Abstract]
Common stock, outstanding, but were not included in the computation of diluted EPS	10.8	9.4	9.9	8.0
Common stock, outstanding, included in the computation of diluted EPS	12.8	12.6	12.8	12.6

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Consolidating Condensed Financial Information of Guarantor Subsidiaries (Tables)

9 Months Ended

Jun. 23, 2012

Consolidating Condensed Financial Information of Guarantor Subsidiaries [Abstract]

Condensed Statement of Operations based on the Company's understanding of the SEC's Interpretation

	Parent			Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	161,734		$	398,615	$	(26,541	)	$	533,808
Cost of products sold and occupancy		111,510			268,187		(26,541	)		353,156
Gross profit		50,224			130,428		0			180,652
Selling, general and administrative expenses		41,061			90,622		0			131,683
Income from operations		9,163			39,806		0			48,969
Interest – net		(10,727	)		32		0			(10,695	)
Other income (loss)		(4,494	)		4,596		0			102
Income (loss) before income taxes		(6,058	)		44,434		0			38,376
Income taxes (tax benefit)		(2,361	)		16,915		0			14,554
Income (loss) including noncontrolling interest		(3,697	)		27,519		0			23,822
Income attributable to noncontrolling interest		1,123			0		0			1,123
Income (loss) attributable to Central Garden & Pet Co. before equity in undistributed income of guarantor subsidiaries		(4,820	)		27,519		0			22,699
Equity in undistributed income of guarantor subsidiaries		27,519			0		(27,519	)		0
Net income attributable to Central Garden & Pet Co.	$	22,699		$	27,519	$	(27,519	)	$	22,699

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

Three Months Ended June 25, 2011

(in thousands)

(unaudited)

	Parent			Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	157,449		$	358,384	$	(31,530	)	$	484,303
Cost of products sold and occupancy		118,876			247,568		(31,530	)		334,914
Gross profit		38,573			110,816		0			149,389
Selling, general and administrative expenses		38,002			74,793		0			112,795
Income from operations		571			36,023		0			36,594
Interest – net		(9,947	)		139		0			(9,808	)
Other income (loss )		(576	)		894		0			318
Income (loss) before income taxes		(9,952	)		37,056		0			27,104
Income taxes (tax benefit)		(3,629	)		13,508		0			9,879
Income (loss) including noncontrolling interest		(6,323	)		23,548		0			17,225
Income attributable to noncontrolling interest		144			0		0			144
Income (loss) attributable to Central Garden & Pet Co. before equity in undistributed income of guarantor subsidiaries		(6,467	)		23,548		0			17,081
Equity in undistributed income of guarantor subsidiaries		23,548			0		(23,548	)		0
Net income attributable to Central Garden & Pet Co.	$	17,081		$	23,548	$	(23,548	)	$	17,081

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

Nine Months Ended June 23, 2012

(in thousands)

(unaudited)

	Parent			Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	416,119		$	952,470	$	(65,812	)	$	1,302,777
Cost of products sold and occupancy		298,413			661,090		(65,812	)		893,691
Gross profit		117,706			291,380		0			409,086
Selling, general and administrative expenses		103,123			223,052		0			326,175
Income from operations		14,583			68,328		0			82,911
Interest – net		(30,769	)		115		0			(30,654	)
Other income (expense)		(5,161	)		5,142		0			(19	)
Income (loss) before income taxes		(21,347	)		73,585		0			52,238
Income tax (tax benefit)		(7,962	)		27,678		0			19,716
Income (loss) including noncontrolling interest		(13,385	)		45,907		0			32,522
Income attributable to noncontrolling interest		1,290			0		0			1,290
Income (loss) attributable to Central Garden & Pet Co. before equity in undistributed income of guarantor subsidiaries		(14,675	)		45,907		0			31,232
Equity in undistributed income of guarantor subsidiaries		45,907			0		(45,907	)		0
Net income attributable to Central Garden & Pet Co.	$	31,232		$	45,907	$	(45,907	)	$	31,232

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

Nine Months Ended June 25, 2011

(in thousands)

(unaudited)

	Parent			Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	392,617		$	966,295	$	(107,166	)	$	1,251,746
Cost of products sold and occupancy		290,338			672,859		(107,166	)		856,031
Gross profit		102,279			293,436		0			395,715
Selling, general and administrative expenses		97,411			208,563		0			305,974
Income from operations		4,868			84,873		0			89,741
Interest – net		(28,303	)		306		0			(27,997	)
Other income (loss)		(2,611	)		2,727		0			116
Income (loss) before income taxes		(26,046	)		87,906		0			61,860
Income taxes (tax benefit)		(9,166	)		31,118		0			21,952
Income (loss) including noncontrolling interest		(16,880	)		56,788		0			39,908
Income attributable to noncontrolling interest		653			0		0			653
Income (loss) attributable to Central Garden & Pet Co. before equity in undistributed income of guarantor subsidiaries		(17,533	)		56,788		0			39,255
Equity in undistributed income of guarantor subsidiaries		56,788			0		(56,788	)		0
Net income attributable to Central Garden & Pet Co.	$	39,255		$	56,788	$	(56,788	)	$	39,255

Condensed Balance Sheet based on the Company's understanding of the SEC Interpretation

	Parent		Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	35,163	$	5,536	$	0		$	40,699
Short term investments		17,820		0		0			17,820
Accounts receivable, net		82,218		173,163		(9,601	)		245,780
Inventories		102,751		232,045		0			334,796
Prepaid expenses and other assets		18,922		27,185		0			46,107
Total current assets		256,874		437,929		(9,601	)		685,202
Land, buildings, improvements and equipment, net		78,025		107,200		0			185,225
Goodwill		0		210,223		0			210,223
Investment in guarantors		663,351		0		(663,351	)		0
Deferred income taxes and other assets		40,053		59,015		0			99,068
Total	$	1,038,303	$	814,367	$	(672,952	)	$	1,179,718
LIABILITIES AND EQUITY
Accounts payable	$	37,202	$	97,510	$	(9,601	)	$	125,111
Accrued expenses and other current liabilities		56,175		50,990		0			107,165
Total current liabilities		93,377		148,500		(9,601	)		232,276
Long-term debt		449,406		124		0			449,530
Other long-term obligations		21,086		2,392		0			23,478
Shareholders’ equity attributable to Central Garden & Pet Co.		473,138		663,351		(663,351	)		473,138
Noncontrolling interest		1,296		0		0			1,296
Total equity		474,434		663,351		(663,351	)		474,434
Total	$	1,038,303	$	814,367	$	(672,952	)	$	1,179,718

CONSOLIDATING CONDENSED BALANCE SHEET

June 25, 2011

(in thousands)

(unaudited)

	Parent		Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	10,121	$	1,112	$	0		$	11,233
Short term investments		15,320		0		0			15,320
Accounts receivable, net		79,252		185,662		(7,496	)		257,418
Inventories		114,828		228,960		0			343,788
Prepaid expenses and other assets		17,502		22,593		0			40,095
Total current assets		237,023		438,327		(7,496	)		667,854
Land, buildings, improvements and equipment, net		69,255		101,932		0			171,187
Goodwill		0		209,348		0			209,348
Investment in guarantors		707,281		0		(707,281	)		0
Other assets		24,965		82,378		0			107,343
Total	$	1,038,524	$	831,985	$	(714,777	)	$	1,155,732
LIABILITIES AND EQUITY
Accounts payable	$	37,472	$	85,404	$	(7,496	)	$	115,380
Accrued expenses and other liabilities		55,413		37,463		0			92,876
Total current liabilities		92,885		122,867		(7,496	)		208,256
Long-term debt		450,163		103		0			450,266
Other long-term obligations		2,370		1,734		0			4,104
Shareholders’ equity attributable to Central Garden & Pet Co.		492,506		707,281		(707,281	)		492,506
Noncontrolling interest		600		0		0			600
Total equity		493,106		707,281		(707,281	)		493,106
Total	$	1,038,524	$	831,985	$	(714,777	)	$	1,155,732

CONSOLIDATING CONDENSED BALANCE SHEET

September 24, 2011

(in thousands)

(unaudited)

	Parent		Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	10,633	$	1,398	$	0		$	12,031
Short term investments		17,820		0		0			17,820
Accounts receivable, net		47,698		153,306		(5,587	)		195,417
Inventories		102,861		226,685		0			329,546
Prepaid expenses and other assets		29,077		18,695		0			47,772
Total current assets		208,089		400,084		(5,587	)		602,586
Land, buildings, improvements and equipment, net		72,505		103,897		0			176,402
Goodwill		0		210,223		0			210,223
Investment in guarantors		645,876		0		(645,876	)		0
Other assets		38,622		65,170		0			103,792
Total	$	965,092	$	779,374	$	(651,463	)	$	1,093,003
LIABILITIES AND EQUITY
Accounts payable	$	28,072	$	94,039	$	(5,587	)	$	116,524
Accrued expenses and other liabilities		37,825		37,582		0			75,407
Total current liabilities		65,897		131,621		(5,587	)		191,931
Long-term debt		435,245		85		0			435,330
Other long-term obligations		7,168		1,792		0			8,960
Shareholders’ equity attributable to Central Garden & Pet Co.		456,776		645,876		(645,876	)		456,776
Noncontrolling interest		6		0		0			6
Total equity		456,782		645,876		(645,876	)		456,782
Total	$	965,092	$	779,374	$	(651,463	)	$	1,093,003

Condensed Cash Flows Statement on the Company's understanding of the SEC Interpretation

	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	64,057		$	46,004		$	(45,907	)	$	64,154
Additions to property and equipment		(13,607	)		(13,323	)		0			(26,930	)
Investment in guarantor subsidiaries		(17,475	)		(28,432	)		45,907			0
Net cash used by investing activities		(31,082	)		(41,755	)		45,907			(26,930	)
Proceeds from issuance of long-term debt		49,288			0			0			49,288
Repayments of long-term debt		(175	)		(91	)		0			(266	)
Borrowings under revolving line of credit		304,000			0			0			304,000
Repayments under revolving line of credit		(339,000	)		0			0			(339,000	)
Repurchase of common stock		(23,151	)		0			0			(23,151	)
Proceeds from issuance of common stock		1,291			0			0			1,291
Deferred financing costs		(1,715	)		0			0			(1,715	)
Excess tax benefits from stock-based awards		938			0			0			938
Net cash used by financing activities		(8,524	)		(91	)		0			(8,615	)
Effect of exchange rate changes on cash		79			(20	)		0			59
Net decrease in cash and cash equivalents		24,530			4,138			0			28,668
Cash and cash equivalents at beginning of period		10,633			1,398			0			12,031
Cash and cash equivalents at end of period	$	35,163		$	5,536		$	0		$	40,699

CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS

Nine Months Ended June 25, 2011

(in thousands)

(unaudited)

	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	61,141		$	(5,856	)	$	(56,788	)	$	(1,503	)
Additions to property and equipment		(10,901	)		(9,290	)		0			(20,191	)
Businesses acquired, net of cash acquired		(23,403	)		(1,029	)		0			(24,432	)
Investment in guarantor subsidiaries		(73,372	)		16,584			56,788			0
Net cash provided (used by) investing activities		(107,676	)		6,265			56,788			(44,623	)
Repayments of long-term debt		(93	)		(128	)		0			(221	)
Proceeds from revolver		593,000			0			0			593,000
Repayments of revolver		(543,000	)		0			0			(543,000	)
Repurchase of common stock		(83,602	)		0			0			(83,602	)
Proceeds from issuance of common stock		1,436			0			0			1,436
Payment of financing costs		(1,034	)		0			0			(1,034	)
Excess tax benefits from stock-based awards		791			0			0			791
Distribution to noncontrolling interest		(1,500	)		0			0			(1,500	)
Net cash used by financing activities		(34,002	)		(128	)		0			(34,130	)
Effect of exchange rate changes on cash		394			(365	)		0			29
Net decrease in cash and cash equivalents		(80,143	)		(84	)		0			(80,227	)
Cash and cash equivalents at beginning of period		90,265			1,195			0			91,460
Cash and cash equivalents at end of period	$	10,122		$	1,111		$	0		$	11,233

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Fair Value Measurements

9 Months Ended

Jun. 23, 2012

Fair Value Measurements [Abstract]

Fair Value Measurements

2. Fair Value Measurements

ASC 820 established a single authoritative definition of fair value, a framework for measuring fair value and expands disclosure of fair value measurements. ASC 820 requires financial assets and liabilities to be categorized based on the inputs used to calculate their fair values as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 – Unobservable inputs for the asset or liability, which reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company had short- term investments, consisting of bank certificates of deposit, measured at fair value under Level 2 inputs in the fair value hierarchy, as of June 23, 2012. The Company had no other significant financial assets or liabilities on the balance sheet that were measured at fair value as of June 23, 2012.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Company measures certain non-financial assets and liabilities, including long-lived assets, goodwill and intangible assets, at fair value on a non-recurring basis. Fair value measurements of non-financial assets and non-financial liabilities are used primarily in the impairment analyses of long-lived assets, goodwill and other intangible assets. During the period ended June 23, 2012, the Company was not required to measure any significant non-financial assets and liabilities at fair value.

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 23, 2012	Sep. 24, 2011	Jun. 25, 2011
Accounts receivable, allowance for doubtful accounts	$ 18,297	$ 15,590	$ 18,782
Common stock, par value	$ 0.01	$ 0.01	$ 0.01
Common stock, shares outstanding	12,247,571	12,949,593	13,755,693
Class A Common Stock [Member]
Common stock, par value	$ 0.01	$ 0.01	$ 0.01
Common stock, shares outstanding	34,506,329	35,941,360	38,191,629
Class B Stock [Member]
Common stock, par value	$ 0.01	$ 0.01	$ 0.01
Common stock, shares outstanding	1,652,262	1,652,262	1,652,262

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Legal Proceedings

9 Months Ended

Jun. 23, 2012

Legal Proceedings [Abstract]

Legal Proceedings

12. Legal Proceedings

We may from time to time become involved in certain legal proceedings in the ordinary course of business. Currently, we are not a party to any legal proceedings that management believes would have a material adverse effect on our financial position or results of operations.

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Document and Entity Information	9 Months Ended
	Jun. 23, 2012	Jul. 15, 2012 Common Stock [Member]	Jul. 15, 2012 Class A Common Stock [Member]	Jul. 15, 2012 Class B Stock [Member]
Entity Registrant Name	CENTRAL GARDEN & PET CO
Entity Central Index Key	0000887733
Document Type	10-Q
Document Period End Date	Jun. 23, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--09-29
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		12,247,571	34,508,826	1,652,262

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Basis of Presentation (Policies)

9 Months Ended

Jun. 23, 2012

Basis of Presentation [Abstract]

Noncontrolling Interest

Noncontrolling Interest

Noncontrolling interest in the Company’s condensed consolidated financial statements represents the 20% interest not owned by Central in a consolidated subsidiary. Since the Company controls this subsidiary, its financial statements are fully consolidated with those of the Company, and the noncontrolling owner’s 20% share of the subsidiary’s net assets and results of operations is deducted and reported as noncontrolling interest on the consolidated balance sheets and as net income (loss) attributable to noncontrolling interest in the consolidated statements of operations. See Note 7, Supplemental Equity and Comprehensive Income Information, for additional information.

Derivative Instruments

Derivative Instruments

The Company principally uses a combination of purchase orders and various short and long-term supply arrangements in connection with the purchase of raw materials, including certain commodities. The Company also enters into commodity futures and options contracts to reduce the volatility of price fluctuations of corn, which impacts the cost of raw materials. The Company’s primary objective when entering into these derivative contracts is to achieve greater certainty with regard to the future price of commodities purchased for use in its supply chain. These derivative contracts are entered into for periods consistent with the related underlying exposures and do not constitute positions independent of those exposures. The Company does not enter into derivative contracts for speculative purposes and does not use leveraged instruments.

The Company does not perform the assessments required to achieve hedge accounting for commodity derivative positions. Accordingly, the changes in the values of these derivatives are recorded currently in cost of sales in its condensed consolidated statements of operations. As of June 23, 2012, the notional amount of these contracts was not significant.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-6, “Improving Disclosures about Fair Value Measurements.” This ASU requires new disclosures regarding transfers in and out of Level 1 and Level 2 fair value measurements, as well as requiring presentation on gross basis information about purchases, sales, issuances and settlements in Level 3 fair value measurements. The ASU also clarifies existing disclosures regarding level of disaggregation, inputs and valuation techniques. The ASU is effective for interim and annual reporting periods beginning after December 15, 2009 and became effective for the Company on December 27, 2009. Disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements are effective for fiscal years beginning after December 15, 2010 and were effective for the Company on September 25, 2011. The adoption of this ASU had no impact on the Company’s consolidated financial statements.

Intangibles Goodwill and Other

The Company accounts for goodwill in accordance with ASC 350, “Intangibles – Goodwill and Other,” and tests goodwill for impairment annually, or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. This assessment involves the use of significant accounting judgments and estimates as to future operating results and discount rates. Changes in estimates or use of different assumptions could produce significantly different results. An impairment loss is generally recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit. The Company uses discounted cash flow analysis to estimate the fair value of our reporting units. The Company’s goodwill impairment analysis also includes a comparison of the aggregate estimated fair value of all four reporting units to the Company’s total market capitalization.

Long-lived assets, including amortizable and indefinite-lived intangible assets

The Company evaluates long-lived assets, including amortizable and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. The Company evaluates indefinite-lived intangible assets on an annual basis. In fiscal 2011, the Company tested its indefinite-lived intangible assets and no impairment was indicated. Other factors indicating the carrying value of the Company’s amortizable intangible assets may not be recoverable were not present in fiscal 2011, and accordingly, no impairment testing was performed on these assets.

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Condensed Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 23, 2012	Jun. 25, 2011	Jun. 23, 2012	Jun. 25, 2011
Condensed Consolidated Statements of Operations (Unaudited) [Abstract]
Net sales	$ 533,808	$ 484,303	$ 1,302,777	$ 1,251,746
Cost of goods sold and occupancy	353,156	334,914	893,691	856,031
Gross profit	180,652	149,389	409,086	395,715
Selling, general and administrative expenses	131,683	112,795	326,175	305,974
Income from operations	48,969	36,594	82,911	89,741
Interest expense	(10,723)	(9,948)	(30,738)	(28,330)
Interest income	28	140	84	333
Other income (expense)	102	318	(19)	116
Income before income taxes and noncontrolling interest	38,376	27,104	52,238	61,860
Income taxes	14,554	9,879	19,716	21,952
Income including noncontrolling interest	23,822	17,225	32,522	39,908
Net income attributable to noncontrolling interest	1,123	144	1,290	653
Net income (Loss), Controlling Interest	$ 22,699	$ 17,081	$ 31,232	$ 39,255
Net income per share attributable to Central Garden & Pet Company:
Basic	$ 0.48	$ 0.32	$ 0.66	$ 0.68
Diluted	$ 0.47	$ 0.31	$ 0.65	$ 0.68
Weighted average shares used in the computation of net income per share:
Basic	47,661	54,020	47,580	57,635
Diluted	48,388	54,498	48,253	58,115

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Supplemental Equity and Comprehensive Income Information

9 Months Ended

Jun. 23, 2012

Supplemental Equity and Comprehensive Income Information [Abstract]

Supplemental Equity and Comprehensive Income Information

7. Supplemental Equity and Comprehensive Income Information

The following table summarizes the allocation of total comprehensive income between controlling and noncontrolling interests for the nine months ended June 23, 2012 and June 25, 2011:

	Nine Months Ended June 23, 2012
(in thousands)	Controlling Interest		Noncontrolling Interest		Total
Net income	$	31,232	$	1,290	$	32,522
Other comprehensive income:
Foreign currency translation		108		0		108
Total comprehensive income	$	31,340	$	1,290	$	32,630

	Nine Months Ended June 25, 2011
(in thousands)	Controlling Interest		Noncontrolling Interest		Total
Net income	$	39,255	$	653	$	39,908
Other comprehensive income:
Foreign currency translation		442		0		442
Total comprehensive income	$	39,697	$	653	$	40,350

The following table provides a summary of the changes in the carrying amounts of equity attributable to controlling interest and noncontrolling interest for the nine months ended June 23, 2012 and June 25, 2011:

	Controlling Interest
(in thousands)	Common Stock			Class A Common Stock			Class B Stock		Additional Paid In Capital			Retained Earnings			Accumulated Other Comprehensive Income		Total			Noncontrolling Interest		Total
Balance September 24, 2011	$	129		$	359		$	16	$	396,208		$	59,045		$	1,019	$	456,776		$	6	$	456,782
Comprehensive income		0			0			0		0			31,232			108		31,340			1,290		32,630
Stock based compensation		0			0			0		3,782			0			0		3,782			0		3,782
Restricted share activity		0			1			0		379			0			0		380			0		380
Issuance of common stock		0			4			0		802			0			0		806			0		806
Repurchase of common stock		(7	)		(19	)		0		(20,358	)		(500	)		0		(20,884	)		0		(20,884	)
Tax benefit on stock option exercise		0			0			0		938			0			0		938			0		938
Balance June 23, 2012	$	122		$	345		$	16	$	381,751		$	89,777		$	1,127	$	473,138		$	1,296	$	474,434

	Controlling Interest
(in thousands)	Common Stock			Class A Common Stock			Class B Stock		Additional Paid In Capital			Retained Earnings			Accumulated Other Comprehensive Income		Total			Noncontrolling Interest			Total
Balance September 25, 2010	$	163		$	437		$	16	$	483,817		$	45,319		$	944	$	530,696		$	1,447		$	532,143
Comprehensive income		0			0			0		0			39,255			442		39,697			653			40,350
Stock based compensation		0			0			0		4,143			0			0		4,143			0			4,143
Restricted share activity		0			4			0		(180	)		0			0		(176	)		0			(176	)
Issuance of common stock		0			4			0		1,400			0			0		1,404			0			1,404
Repurchase of common stock		(26	)		(63	)		0		(68,620	)		(15,340	)		0		(84,049	)		0			(84,049	)
Distributions to noncontrolling interest		0			0			0		0			0			0		0			(1,500	)		(1,500	)
Tax benefit on stock option exercise		0			0			0		791			0			0		791			0			791
Balance June 25, 2011	$	137		$	382		$	16	$	421,351		$	69,234		$	1,386	$	492,506		$	600		$	493,106

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Long-Term Debt

9 Months Ended

Jun. 23, 2012

Long-Term Debt [Abstract]

Long-Term Debt

6. Long-Term Debt

Long-term debt consists of the following:

	June 23, 2012			September 24, 2011
	(in thousands)
Senior subordinated notes, net of unamortized discount (1), interest at 8.25%, payable semi- annually, principal due March 2018	$	449,288		$	400,000
Revolving credit facility, interest at Alternate Base Rate plus a margin of 0.75% to 1.75%, or LIBOR plus a margin of 1.75% to 2.75%, final maturity June 2016		0			35,000
Other notes payable		589			609
Total		449,877			435,609
Less current portion		(347	)		(279	)
Long-term portion	$	449,530		$	435,330

(1) Represents unamortized original issue discount of $712,000 as of June 23, 2012, which is amortizable until March 2018.

Senior Credit Facility

On June 8, 2011, the Company amended its $275 million, five-year senior secured revolving credit facility (the “Credit Facility”) included in its Amended and Restated Credit Agreement (the “Credit Agreement”). Under the modified terms, the Credit Facility has a borrowing capacity of $375 million, an increase of $100 million, and an extension of maturity date by approximately one year, to June 2016. As amended, the Credit Facility bears lower interest rates and commitment fees and requires less interest coverage. The Company continues to have the option to increase the size of the Credit Facility by an additional $200 million of incremental term loans and/or revolving loans should it exercise its option and one or more lenders are willing to make such increased amounts available to it. There was no outstanding balance as of June 23, 2012 under the Credit Facility. There were no letters of credit outstanding under the Credit Facility as of June 23, 2012. As of June 23, 2012, there were $375.0 million of unused commitments under the Credit Facility or, after giving effect to the financial covenants in the Credit Agreement, $231.9 million of remaining borrowing capacity.

Interest on the amended Credit Facility is based, at the Company’s option, on a rate equal to the Alternate Base Rate (ABR), which is the greatest of the prime rate, the Federal Funds rate plus  ¹ /₂ of 1% or one month LIBOR plus 1%, plus a margin, which fluctuates from 0.75% to 1.75%, or LIBOR plus a margin, which fluctuates from 1.75% to 2.75% and commitment fees that range from 0.30% to 0.50%, determined quarterly based on consolidated total debt to consolidated EBITDA for the most recent trailing 12-month period. As of June 23, 2012, the applicable interest rate on the Credit Facility related to alternate base rate borrowings was 5.0%, and the applicable interest rate related to LIBOR rate borrowings was 3.0%.

The Credit Facility is guaranteed by the Company’s material subsidiaries and is secured by the Company’s assets, excluding real property but including substantially all of the capital stock of the Company’s subsidiaries. The Credit Agreement contains certain financial and other covenants which require the Company to maintain minimum levels of interest coverage and maximum levels of senior debt to EBITDA and that restrict the Company’s ability to repurchase its stock, make investments in or acquisitions of other businesses and pay dividends above certain levels over the life of the Credit Facility. Under the terms of the Company’s Credit Facility, it may make restricted payments, including cash dividends and stock repurchases, in an aggregate amount initially not to exceed $200 million over the life of the Credit Facility, subject to qualifications and baskets as defined in the Credit Agreement. As of June 23, 2012, the Company’s Total Leverage Ratio, as defined in the Credit Agreement, was 3.9 to 1.0, and the Company’s Senior Secured Leverage Ratio, as defined in the Credit Agreement with a maximum of 2.0 to 1.0, was 0 to 1.0. The Company’s minimum Interest Coverage Ratio was reduced to 2.50 times, from 2.75 times as part of the modification of the Credit Facility. As of June 23, 2012, the Company’s Interest Coverage ratio was 3.0 times. Apart from the covenants limiting restricted payments and capital expenditures, the Credit Facility does not restrict the use of retained earnings or net income. The Company was in compliance with all financial covenants as of June 23, 2012.

Senior Subordinated Notes and Debt Refinancing

On March 8, 2010, the Company issued $400 million aggregate principal amount of 8.25% senior subordinated notes due March 1, 2018 (the “2018 Notes”).

On February 8, 2012, the Company issued an additional $50 million aggregate principal amount of its 2018 Notes at a price of 98.501%, plus accrued interest from September 1, 2011, in a private placement. The Company used the net proceeds from the offering to pay a portion of the outstanding balance under its Credit Facility.

The Company incurred approximately $1.7 million of debt issuance costs in conjunction with this offering, which included underwriter fees and legal, accounting and rating agency expenses. The debt issuance costs are being amortized over the remaining term of the 2018 notes.

The 2018 Notes require semiannual interest payments, which commenced on September 1, 2010. The 2018 Notes are unsecured senior subordinated obligations and are subordinated to all of the Company’s existing and future senior debt, including the Company’s Credit Facility. The obligations under the 2018 Notes are fully and unconditionally guaranteed on a senior subordinated basis by each of the Company’s existing and future domestic restricted subsidiaries with certain exceptions. The guarantees are general unsecured senior subordinated obligations of the guarantors and are subordinated to all existing and future senior debt of the guarantors.

The Company may redeem some or all of the 2018 Notes at any time prior to March 1, 2014 at the principal amount plus a “make whole” premium. The Company may redeem some or all of the 2018 Notes at any time on or after March 1, 2014 for 104.125%, after March 1, 2015 for 102.063% and after March 1, 2016 for 100%, plus accrued and unpaid interest. Additionally, at any time prior to March 1, 2013, the Company may redeem up to 35% of the 2018 Notes with any proceeds the Company receives from certain equity offerings at a redemption price of 108.25% of the principal amount, plus accrued and unpaid interest. The holders of the 2018 Notes have the right to require the Company to repurchase all or a portion of the 2018 Notes at a purchase price equal to 101% of the principal amount of the notes repurchased, plus accrued and unpaid interest through the repurchase date upon the occurrence of a change of control.

The 2018 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments.

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Segment Information (Tables)

9 Months Ended

Jun. 23, 2012

Segment Information [Abstract]

Classification of operating segments

	Three Months Ended						Nine Months Ended
	June 25, 2011			June 23, 2012			June 25, 2011			June 23, 2012
Net sales:
Pet Products	$	227,256		$	271,345		$	639,464		$	693,114
Garden Products		257,047			262,463			612,282			609,663
Total net sales	$	484,303		$	533,808		$	1,251,746		$	1,302,777
Income from operations:
Pet Products	$	27,214		$	40,454		$	61,978		$	71,153
Garden Products		17,962			22,581			56,900			48,111
Corporate		(8,582	)		(14,066	)		(29,137	)		(36,353	)
Total income from operations		36,594			48,969			89,741			82,911
Interest expense – net		(9,808	)		(10,695	)		(27,997	)		(30,654	)
Other income (expense)		318			102			116			(19	)
Income taxes		9,879			14,554			21,952			19,716
Income including noncontrolling interest		17,225			23,822			39,908			32,522
Net income attributable to noncontrolling interest		144			1,123			653			1,290
Net income attributable to Central Garden & Pet Company	$	17,081		$	22,699		$	39,255		$	31,232
Depreciation and amortization:
Pet Products	$	3,576		$	3,702		$	10,917		$	10,904
Garden Products		1,552			1,920			4,475			5,058
Corporate		1,978			2,402			5,924			7,114
Total depreciation and amortization	$	7,106		$	8,024		$	21,316		$	23,076
	June 25, 2011			June 23, 2012			September 24, 2011
Assets:
Pet Products	$	422,364		$	432,342		$	396,637
Garden Products		404,523			384,502			350,234
Corporate		328,845			362,874			346,132
Total assets	$	1,155,732		$	1,179,718		$	1,093,003
Goodwill (included in corporate assets above):
Pet Products	$	201,639		$	202,514		$	202,514
Garden Products		7,709			7,709			7,709
Total goodwill	$	209,348		$	210,223		$	210,223

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Other Intangible Assets (Tables)

9 Months Ended

Jun. 23, 2012

Other Intangible Assets [Abstract]

Components of gross and net acquired intangible assets

	Gross		Accumulated Amortization			Impairment			Net Carrying Value
			(in millions)
June 23, 2012
Marketing-related intangible assets – amortizable	$	12.3	$	(7.2	)	$	0		$	5.1
Marketing-related intangible assets – nonamortizable		59.6		0			(16.9	)		42.7
Total		71.9		(7.2	)		(16.9	)		47.8
Customer-related intangible assets – amortizable		42.7		(14.8	)		0			27.9
Other acquired intangible assets – amortizable		10.8		(6.0	)		0			4.8
Other acquired intangible assets – nonamortizable		1.2		0			(1.2	)		0
Total		12.0		(6.0	)		(1.2	)		4.8
Total other intangible assets	$	126.6	$	(28.0	)	$	(18.1	)	$	80.5
June 25, 2011
Marketing-related intangible assets – amortizable	$	12.3	$	(5.9	)	$	0		$	6.4
Marketing-related intangible assets – nonamortizable		59.6		0			(16.9	)		42.7
Total		71.9		(5.9	)		(16.9	)		49.1
Customer-related intangible assets – amortizable		42.7		(12.5	)		0			30.2
Other acquired intangible assets – amortizable		10.8		(4.4	)		0			6.4
Other acquired intangible assets – nonamortizable		1.2		0			(1.2	)		0
Total		12.0		(4.4	)		(1.2	)		6.4
Total other intangible assets	$	126.6	$	(22.8	)	$	(18.1	)	$	85.7
September 24, 2011
Marketing-related intangible assets – amortizable	$	12.3	$	(6.3	)	$	0		$	6.0
Marketing-related intangible assets – nonamortizable		59.6		0			(16.9	)		42.7
Total		71.9		(6.3	)		(16.9	)		48.7
Customer-related intangible assets – amortizable		42.7		(13.0	)		0			29.7
Other acquired intangible assets – amortizable		10.8		(4.7	)		0			6.1
Other acquired intangible assets – nonamortizable		1.2		0			(1.2	)		0
Total		12.0		(4.7	)		(1.2	)		6.1
Total other intangible assets	$	126.6	$	(24.0	)	$	(18.1	)	$	84.5

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Segment Information

9 Months Ended

Jun. 23, 2012

Segment Information [Abstract]

Segment Information

10. Segment Information

Management has determined that the Company has two operating segments which are also reportable segments based on the level at which the Chief Operating Decision Maker reviews the results of operations to make decisions regarding performance assessment and resource allocation. These operating segments are Pet Products and Garden Products and are presented in the table below (in thousands).

	Three Months Ended						Nine Months Ended
	June 25, 2011			June 23, 2012			June 25, 2011			June 23, 2012
Net sales:
Pet Products	$	227,256		$	271,345		$	639,464		$	693,114
Garden Products		257,047			262,463			612,282			609,663
Total net sales	$	484,303		$	533,808		$	1,251,746		$	1,302,777
Income from operations:
Pet Products	$	27,214		$	40,454		$	61,978		$	71,153
Garden Products		17,962			22,581			56,900			48,111
Corporate		(8,582	)		(14,066	)		(29,137	)		(36,353	)
Total income from operations		36,594			48,969			89,741			82,911
Interest expense – net		(9,808	)		(10,695	)		(27,997	)		(30,654	)
Other income (expense)		318			102			116			(19	)
Income taxes		9,879			14,554			21,952			19,716
Income including noncontrolling interest		17,225			23,822			39,908			32,522
Net income attributable to noncontrolling interest		144			1,123			653			1,290
Net income attributable to Central Garden & Pet Company	$	17,081		$	22,699		$	39,255		$	31,232
Depreciation and amortization:
Pet Products	$	3,576		$	3,702		$	10,917		$	10,904
Garden Products		1,552			1,920			4,475			5,058
Corporate		1,978			2,402			5,924			7,114
Total depreciation and amortization	$	7,106		$	8,024		$	21,316		$	23,076
	June 25, 2011			June 23, 2012			September 24, 2011
Assets:
Pet Products	$	422,364		$	432,342		$	396,637
Garden Products		404,523			384,502			350,234
Corporate		328,845			362,874			346,132
Total assets	$	1,155,732		$	1,179,718		$	1,093,003
Goodwill (included in corporate assets above):
Pet Products	$	201,639		$	202,514		$	202,514
Garden Products		7,709			7,709			7,709
Total goodwill	$	209,348		$	210,223		$	210,223

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Stock-Based Compensation

9 Months Ended

Jun. 23, 2012

Stock-Based Compensation [Abstract]

Stock-Based Compensation

8. Stock-Based Compensation

The Company recognized share-based compensation expense of $5.3 million and $5.7 million for the nine month periods ended June 23, 2012 and June 25, 2011, respectively, as a component of selling, general and administrative expenses. The tax benefit associated with share-based compensation expense for the nine month periods ended June 23, 2012 and June 25, 2011 was $2.0 million and $2.1 million, respectively.

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Earnings Per Share

9 Months Ended

Jun. 23, 2012

Earnings Per Share [Abstract]

Earnings Per Share

9. Earnings Per Share

The following is a reconciliation of the numerators and denominators of the basic and diluted per share computations for income from continuing operations.

	Three Months Ended June 23, 2012							Nine Months Ended June 23, 2012
	Income		Shares		Per Share			Income		Shares		Per Share
	(in thousands, except per share amounts)
Basic EPS:
Net income available to common shareholders	$	22,699		47,661	$	0.48		$	31,232		47,580	$	0.66
Effect of dilutive securities:
Options to purchase common stock		0		476		(0.01	)		0		455		(0.01	)
Restricted shares		0		251		0			0		218		0
Diluted EPS:
Net income available to common shareholders	$	22,699		48,388	$	0.47		$	31,232		48,253	$	0.65

	Three Months Ended June 25, 2011							Nine Months Ended June 25, 2011
	Income		Shares		Per Share			Income (Loss)		Shares		Per Share
	(in thousands, except per share amounts)
Basic EPS:
Net income available to common shareholders	$	17,081		54,020	$	0.32		$	39,255		57,635	$	0.68
Effect of dilutive securities:
Options to purchase common stock		0		300		(0.01	)		0		329		0
Restricted shares		0		178		0			0		151		0
Diluted EPS:
Net income available to common shareholders	$	17,081		54,498	$	0.31		$	39,255		58,115	$	0.68

Options to purchase 12.8 million shares of common stock at prices ranging from $4.60 to $17.99 per share were outstanding at June 23, 2012 and options to purchase 12.6 million shares of common stock at prices ranging from $4.26 to $17.99 per share were outstanding at June 25, 2011.

For the three month periods ended June 23, 2012 and June 25, 2011, options to purchase 10.8 million and 9.4 million shares of common stock, respectively, were outstanding but were not included in the computation of diluted earnings per share because the option exercise prices were greater than the average market price of the common shares and, therefore, the effect would be anti-dilutive.

For the nine month period ended June 23, 2012 and June 25, 2011, options to purchase 9.9 million and 8.0 million shares of common stock, respectively, were outstanding but were not included in the computation of diluted earnings per share because the option exercise prices were greater than the average market price of the common shares and, therefore, the effect would be anti-dilutive.

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Consolidating Condensed Financial Information of Guarantor Subsidiaries

9 Months Ended

Jun. 23, 2012

Consolidating Condensed Financial Information of Guarantor Subsidiaries [Abstract]

Consolidating Condensed Financial Information of Guarantor Subsidiaries

11. Consolidating Condensed Financial Information of Guarantor Subsidiaries

Certain 100% wholly-owned subsidiaries of the Company (as listed below, collectively the “Guarantor Subsidiaries”) have guaranteed fully and unconditionally, on a joint and several basis, the obligation to pay principal and interest on the Company’s $450 million 8.25% Senior Subordinated Notes (the “Notes”) due March 1, 2018. Certain subsidiaries and operating divisions are not guarantors of the Notes and have been included in the financial results of the Parent in the information below. These Non-Guarantor entities are not material to the Parent. Those subsidiaries that are guarantors and co-obligors of the Notes are as follows:

Farnam Companies, Inc.

Four Paws Products Ltd.

Grant Laboratories, Inc.

Gulfstream Home & Garden, Inc.

Interpet USA, LLC

Kaytee Products, Inc.

Matthews Redwood & Nursery Supply, Inc.

Matson, LLC

New England Pottery, LLC

Pennington Seed, Inc. (including Pennington Seed, Inc. of Nebraska, Gro Tec, Inc., Seeds West, Inc., All-Glass Aquarium Co., Inc. and Cedar Works, LLC.)

Pets International, Ltd.

T.F.H. Publications, Inc.

Wellmark International (including B2E Corporation and B2E Biotech LLC)

In lieu of providing separate audited financial statements for the Guarantor Subsidiaries, the Company has included the accompanying consolidating condensed financial statements based on the Company’s understanding of the Securities and Exchange Commission’s interpretation and application of Rule 3-10 of the Securities and Exchange Commission’s Regulation S-X.

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

Three Months Ended June 23, 2012

(in thousands)

(unaudited)

	Parent			Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	161,734		$	398,615	$	(26,541	)	$	533,808
Cost of products sold and occupancy		111,510			268,187		(26,541	)		353,156
Gross profit		50,224			130,428		0			180,652
Selling, general and administrative expenses		41,061			90,622		0			131,683
Income from operations		9,163			39,806		0			48,969
Interest – net		(10,727	)		32		0			(10,695	)
Other income (loss)		(4,494	)		4,596		0			102
Income (loss) before income taxes		(6,058	)		44,434		0			38,376
Income taxes (tax benefit)		(2,361	)		16,915		0			14,554
Income (loss) including noncontrolling interest		(3,697	)		27,519		0			23,822
Income attributable to noncontrolling interest		1,123			0		0			1,123
Income (loss) attributable to Central Garden & Pet Co. before equity in undistributed income of guarantor subsidiaries		(4,820	)		27,519		0			22,699
Equity in undistributed income of guarantor subsidiaries		27,519			0		(27,519	)		0
Net income attributable to Central Garden & Pet Co.	$	22,699		$	27,519	$	(27,519	)	$	22,699

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

Three Months Ended June 25, 2011

(in thousands)

(unaudited)

	Parent			Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	157,449		$	358,384	$	(31,530	)	$	484,303
Cost of products sold and occupancy		118,876			247,568		(31,530	)		334,914
Gross profit		38,573			110,816		0			149,389
Selling, general and administrative expenses		38,002			74,793		0			112,795
Income from operations		571			36,023		0			36,594
Interest – net		(9,947	)		139		0			(9,808	)
Other income (loss )		(576	)		894		0			318
Income (loss) before income taxes		(9,952	)		37,056		0			27,104
Income taxes (tax benefit)		(3,629	)		13,508		0			9,879
Income (loss) including noncontrolling interest		(6,323	)		23,548		0			17,225
Income attributable to noncontrolling interest		144			0		0			144
Income (loss) attributable to Central Garden & Pet Co. before equity in undistributed income of guarantor subsidiaries		(6,467	)		23,548		0			17,081
Equity in undistributed income of guarantor subsidiaries		23,548			0		(23,548	)		0
Net income attributable to Central Garden & Pet Co.	$	17,081		$	23,548	$	(23,548	)	$	17,081

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

Nine Months Ended June 23, 2012

(in thousands)

(unaudited)

	Parent			Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	416,119		$	952,470	$	(65,812	)	$	1,302,777
Cost of products sold and occupancy		298,413			661,090		(65,812	)		893,691
Gross profit		117,706			291,380		0			409,086
Selling, general and administrative expenses		103,123			223,052		0			326,175
Income from operations		14,583			68,328		0			82,911
Interest – net		(30,769	)		115		0			(30,654	)
Other income (expense)		(5,161	)		5,142		0			(19	)
Income (loss) before income taxes		(21,347	)		73,585		0			52,238
Income tax (tax benefit)		(7,962	)		27,678		0			19,716
Income (loss) including noncontrolling interest		(13,385	)		45,907		0			32,522
Income attributable to noncontrolling interest		1,290			0		0			1,290
Income (loss) attributable to Central Garden & Pet Co. before equity in undistributed income of guarantor subsidiaries		(14,675	)		45,907		0			31,232
Equity in undistributed income of guarantor subsidiaries		45,907			0		(45,907	)		0
Net income attributable to Central Garden & Pet Co.	$	31,232		$	45,907	$	(45,907	)	$	31,232

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

Nine Months Ended June 25, 2011

(in thousands)

(unaudited)

	Parent			Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	392,617		$	966,295	$	(107,166	)	$	1,251,746
Cost of products sold and occupancy		290,338			672,859		(107,166	)		856,031
Gross profit		102,279			293,436		0			395,715
Selling, general and administrative expenses		97,411			208,563		0			305,974
Income from operations		4,868			84,873		0			89,741
Interest – net		(28,303	)		306		0			(27,997	)
Other income (loss)		(2,611	)		2,727		0			116
Income (loss) before income taxes		(26,046	)		87,906		0			61,860
Income taxes (tax benefit)		(9,166	)		31,118		0			21,952
Income (loss) including noncontrolling interest		(16,880	)		56,788		0			39,908
Income attributable to noncontrolling interest		653			0		0			653
Income (loss) attributable to Central Garden & Pet Co. before equity in undistributed income of guarantor subsidiaries		(17,533	)		56,788		0			39,255
Equity in undistributed income of guarantor subsidiaries		56,788			0		(56,788	)		0
Net income attributable to Central Garden & Pet Co.	$	39,255		$	56,788	$	(56,788	)	$	39,255

CONSOLIDATING CONDENSED BALANCE SHEET

June 23, 2012

(in thousands)

(unaudited)

	Parent		Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	35,163	$	5,536	$	0		$	40,699
Short term investments		17,820		0		0			17,820
Accounts receivable, net		82,218		173,163		(9,601	)		245,780
Inventories		102,751		232,045		0			334,796
Prepaid expenses and other assets		18,922		27,185		0			46,107
Total current assets		256,874		437,929		(9,601	)		685,202
Land, buildings, improvements and equipment, net		78,025		107,200		0			185,225
Goodwill		0		210,223		0			210,223
Investment in guarantors		663,351		0		(663,351	)		0
Deferred income taxes and other assets		40,053		59,015		0			99,068
Total	$	1,038,303	$	814,367	$	(672,952	)	$	1,179,718
LIABILITIES AND EQUITY
Accounts payable	$	37,202	$	97,510	$	(9,601	)	$	125,111
Accrued expenses and other current liabilities		56,175		50,990		0			107,165
Total current liabilities		93,377		148,500		(9,601	)		232,276
Long-term debt		449,406		124		0			449,530
Other long-term obligations		21,086		2,392		0			23,478
Shareholders’ equity attributable to Central Garden & Pet Co.		473,138		663,351		(663,351	)		473,138
Noncontrolling interest		1,296		0		0			1,296
Total equity		474,434		663,351		(663,351	)		474,434
Total	$	1,038,303	$	814,367	$	(672,952	)	$	1,179,718

CONSOLIDATING CONDENSED BALANCE SHEET

June 25, 2011

(in thousands)

(unaudited)

	Parent		Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	10,121	$	1,112	$	0		$	11,233
Short term investments		15,320		0		0			15,320
Accounts receivable, net		79,252		185,662		(7,496	)		257,418
Inventories		114,828		228,960		0			343,788
Prepaid expenses and other assets		17,502		22,593		0			40,095
Total current assets		237,023		438,327		(7,496	)		667,854
Land, buildings, improvements and equipment, net		69,255		101,932		0			171,187
Goodwill		0		209,348		0			209,348
Investment in guarantors		707,281		0		(707,281	)		0
Other assets		24,965		82,378		0			107,343
Total	$	1,038,524	$	831,985	$	(714,777	)	$	1,155,732
LIABILITIES AND EQUITY
Accounts payable	$	37,472	$	85,404	$	(7,496	)	$	115,380
Accrued expenses and other liabilities		55,413		37,463		0			92,876
Total current liabilities		92,885		122,867		(7,496	)		208,256
Long-term debt		450,163		103		0			450,266
Other long-term obligations		2,370		1,734		0			4,104
Shareholders’ equity attributable to Central Garden & Pet Co.		492,506		707,281		(707,281	)		492,506
Noncontrolling interest		600		0		0			600
Total equity		493,106		707,281		(707,281	)		493,106
Total	$	1,038,524	$	831,985	$	(714,777	)	$	1,155,732

CONSOLIDATING CONDENSED BALANCE SHEET

September 24, 2011

(in thousands)

(unaudited)

	Parent		Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	10,633	$	1,398	$	0		$	12,031
Short term investments		17,820		0		0			17,820
Accounts receivable, net		47,698		153,306		(5,587	)		195,417
Inventories		102,861		226,685		0			329,546
Prepaid expenses and other assets		29,077		18,695		0			47,772
Total current assets		208,089		400,084		(5,587	)		602,586
Land, buildings, improvements and equipment, net		72,505		103,897		0			176,402
Goodwill		0		210,223		0			210,223
Investment in guarantors		645,876		0		(645,876	)		0
Other assets		38,622		65,170		0			103,792
Total	$	965,092	$	779,374	$	(651,463	)	$	1,093,003
LIABILITIES AND EQUITY
Accounts payable	$	28,072	$	94,039	$	(5,587	)	$	116,524
Accrued expenses and other liabilities		37,825		37,582		0			75,407
Total current liabilities		65,897		131,621		(5,587	)		191,931
Long-term debt		435,245		85		0			435,330
Other long-term obligations		7,168		1,792		0			8,960
Shareholders’ equity attributable to Central Garden & Pet Co.		456,776		645,876		(645,876	)		456,776
Noncontrolling interest		6		0		0			6
Total equity		456,782		645,876		(645,876	)		456,782
Total	$	965,092	$	779,374	$	(651,463	)	$	1,093,003

CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS

Nine Months Ended June 23, 2012

(in thousands)

(unaudited)

	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	64,057		$	46,004		$	(45,907	)	$	64,154
Additions to property and equipment		(13,607	)		(13,323	)		0			(26,930	)
Investment in guarantor subsidiaries		(17,475	)		(28,432	)		45,907			0
Net cash used by investing activities		(31,082	)		(41,755	)		45,907			(26,930	)
Proceeds from issuance of long-term debt		49,288			0			0			49,288
Repayments of long-term debt		(175	)		(91	)		0			(266	)
Borrowings under revolving line of credit		304,000			0			0			304,000
Repayments under revolving line of credit		(339,000	)		0			0			(339,000	)
Repurchase of common stock		(23,151	)		0			0			(23,151	)
Proceeds from issuance of common stock		1,291			0			0			1,291
Deferred financing costs		(1,715	)		0			0			(1,715	)
Excess tax benefits from stock-based awards		938			0			0			938
Net cash used by financing activities		(8,524	)		(91	)		0			(8,615	)
Effect of exchange rate changes on cash		79			(20	)		0			59
Net decrease in cash and cash equivalents		24,530			4,138			0			28,668
Cash and cash equivalents at beginning of period		10,633			1,398			0			12,031
Cash and cash equivalents at end of period	$	35,163		$	5,536		$	0		$	40,699

CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS

Nine Months Ended June 25, 2011

(in thousands)

(unaudited)

	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	61,141		$	(5,856	)	$	(56,788	)	$	(1,503	)
Additions to property and equipment		(10,901	)		(9,290	)		0			(20,191	)
Businesses acquired, net of cash acquired		(23,403	)		(1,029	)		0			(24,432	)
Investment in guarantor subsidiaries		(73,372	)		16,584			56,788			0
Net cash provided (used by) investing activities		(107,676	)		6,265			56,788			(44,623	)
Repayments of long-term debt		(93	)		(128	)		0			(221	)
Proceeds from revolver		593,000			0			0			593,000
Repayments of revolver		(543,000	)		0			0			(543,000	)
Repurchase of common stock		(83,602	)		0			0			(83,602	)
Proceeds from issuance of common stock		1,436			0			0			1,436
Payment of financing costs		(1,034	)		0			0			(1,034	)
Excess tax benefits from stock-based awards		791			0			0			791
Distribution to noncontrolling interest		(1,500	)		0			0			(1,500	)
Net cash used by financing activities		(34,002	)		(128	)		0			(34,130	)
Effect of exchange rate changes on cash		394			(365	)		0			29
Net decrease in cash and cash equivalents		(80,143	)		(84	)		0			(80,227	)
Cash and cash equivalents at beginning of period		90,265			1,195			0			91,460
Cash and cash equivalents at end of period	$	10,122		$	1,111		$	0		$	11,233

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Stock-Based Compensation (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Jun. 23, 2012	Jun. 25, 2011
Stock-Based Compensation (Textual) [Abstract]
Recognized share-based compensation expense	$ 5.3	$ 5.7
Tax benefit associated with share-based compensation expense	$ 2.0	$ 2.1

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Supplemental Equity and Comprehensive Income Information (Tables)

9 Months Ended

Jun. 23, 2012

Supplemental Equity and Comprehensive Income Information [Abstract]

The allocation of total comprehensive income between controlling and noncontrolling interests

	Nine Months Ended June 23, 2012
(in thousands)	Controlling Interest		Noncontrolling Interest		Total
Net income	$	31,232	$	1,290	$	32,522
Other comprehensive income:
Foreign currency translation		108		0		108
Total comprehensive income	$	31,340	$	1,290	$	32,630

	Nine Months Ended June 25, 2011
(in thousands)	Controlling Interest		Noncontrolling Interest		Total
Net income	$	39,255	$	653	$	39,908
Other comprehensive income:
Foreign currency translation		442		0		442
Total comprehensive income	$	39,697	$	653	$	40,350

Summary of the changes in the carrying amounts of equity attributable to controlling interest and noncontrolling interest

	Controlling Interest
(in thousands)	Common Stock			Class A Common Stock			Class B Stock		Additional Paid In Capital			Retained Earnings			Accumulated Other Comprehensive Income		Total			Noncontrolling Interest		Total
Balance September 24, 2011	$	129		$	359		$	16	$	396,208		$	59,045		$	1,019	$	456,776		$	6	$	456,782
Comprehensive income		0			0			0		0			31,232			108		31,340			1,290		32,630
Stock based compensation		0			0			0		3,782			0			0		3,782			0		3,782
Restricted share activity		0			1			0		379			0			0		380			0		380
Issuance of common stock		0			4			0		802			0			0		806			0		806
Repurchase of common stock		(7	)		(19	)		0		(20,358	)		(500	)		0		(20,884	)		0		(20,884	)
Tax benefit on stock option exercise		0			0			0		938			0			0		938			0		938
Balance June 23, 2012	$	122		$	345		$	16	$	381,751		$	89,777		$	1,127	$	473,138		$	1,296	$	474,434

	Controlling Interest
(in thousands)	Common Stock			Class A Common Stock			Class B Stock		Additional Paid In Capital			Retained Earnings			Accumulated Other Comprehensive Income		Total			Noncontrolling Interest			Total
Balance September 25, 2010	$	163		$	437		$	16	$	483,817		$	45,319		$	944	$	530,696		$	1,447		$	532,143
Comprehensive income		0			0			0		0			39,255			442		39,697			653			40,350
Stock based compensation		0			0			0		4,143			0			0		4,143			0			4,143
Restricted share activity		0			4			0		(180	)		0			0		(176	)		0			(176	)
Issuance of common stock		0			4			0		1,400			0			0		1,404			0			1,404
Repurchase of common stock		(26	)		(63	)		0		(68,620	)		(15,340	)		0		(84,049	)		0			(84,049	)
Distributions to noncontrolling interest		0			0			0		0			0			0		0			(1,500	)		(1,500	)
Tax benefit on stock option exercise		0			0			0		791			0			0		791			0			791
Balance June 25, 2011	$	137		$	382		$	16	$	421,351		$	69,234		$	1,386	$	492,506		$	600		$	493,106

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Financial Instruments (Details) (USD $)	Jun. 23, 2012
Financial Instruments (Textual) [Abstract]
Net of unamortized discount on Long Term Debt	$ 712,000
8.25 % senior subordinated notes due 2018 as of June 23, 2012 [Member]
Financial Instruments (Textual) [Abstract]
Senior subordinated notes, amount	450,000,000
Senior subordinated notes, percentage	8.25%
Senior subordinated notes due	2018
Financial instruments, fair value	459,000,000
Financial instruments, carrying value	449,300,000
Net of unamortized discount on Long Term Debt	$ 700,000

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Consolidating Condensed Financial Information of Guarantor Subsidiaries (Details 2) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Jun. 23, 2012	Jun. 25, 2011
Condensed Cash Flows Statement on the Company's understanding of the SEC
Net cash provided (used) by operating activities	$ 64,154	$ (1,503)
Additions to property and equipment	(26,930)	(20,191)
Businesses acquired, net of cash acquired	0	24,432
Investment in guarantor subsidiaries	0	0
Net cash used by investing activities	(26,930)	(44,623)
Proceeds from issuance of long-term debt	49,288	0
Repayments of long-term debt	(266)	(221)
Borrowings under revolving line of credit	304,000	593,000
Repayments under revolving line of credit	(339,000)	(543,000)
Repurchase of common stock	(23,151)	(83,602)
Proceeds from issuance of common stock	1,291	1,436
Payment of financing costs	(1,715)	(1,034)
Excess tax benefits from stock-based awards	938	791
Distribution to noncontrolling interest	0	(1,500)
Net cash used in financing activities	(8,615)	(34,130)
Effect of exchange rate changes on cash	59	29
Net increase (decrease) in cash and cash equivalents	28,668	(80,227)
Cash and equivalents at beginning of period	12,031	91,460
Cash and equivalents at end of period	40,699	11,233
Parent [Member]
Condensed Cash Flows Statement on the Company's understanding of the SEC
Net cash provided (used) by operating activities	64,057	61,141
Additions to property and equipment	(13,607)	(10,901)
Businesses acquired, net of cash acquired		23,403
Investment in guarantor subsidiaries	(17,475)	73,372
Net cash used by investing activities	(31,082)	(107,676)
Proceeds from issuance of long-term debt	49,288
Repayments of long-term debt	(175)	(93)
Borrowings under revolving line of credit	304,000	593,000
Repayments under revolving line of credit	(339,000)	(543,000)
Repurchase of common stock	(23,151)	(83,602)
Proceeds from issuance of common stock	1,291	1,436
Payment of financing costs	(1,715)	(1,034)
Excess tax benefits from stock-based awards	938	791
Distribution to noncontrolling interest		(1,500)
Net cash used in financing activities	(8,524)	(34,002)
Effect of exchange rate changes on cash	79	394
Net increase (decrease) in cash and cash equivalents	24,530	(80,143)
Cash and equivalents at beginning of period	10,633	90,265
Cash and equivalents at end of period	35,163	10,121
Guarantor Subsidiaries [Member]
Condensed Cash Flows Statement on the Company's understanding of the SEC
Net cash provided (used) by operating activities	46,004	(5,856)
Additions to property and equipment	(13,323)	(9,290)
Businesses acquired, net of cash acquired		1,029
Investment in guarantor subsidiaries	(28,432)	(16,584)
Net cash used by investing activities	(41,755)	6,265
Proceeds from issuance of long-term debt	0
Repayments of long-term debt	(91)	(128)
Borrowings under revolving line of credit	0	0
Repayments under revolving line of credit	0	0
Repurchase of common stock	0	0
Proceeds from issuance of common stock	0	0
Payment of financing costs	0	0
Excess tax benefits from stock-based awards	0	0
Distribution to noncontrolling interest		0
Net cash used in financing activities	(91)	(128)
Effect of exchange rate changes on cash	(20)	(365)
Net increase (decrease) in cash and cash equivalents	4,138	(84)
Cash and equivalents at beginning of period	1,398	1,195
Cash and equivalents at end of period	5,536	1,112
Eliminations [Member]
Condensed Cash Flows Statement on the Company's understanding of the SEC
Net cash provided (used) by operating activities	(45,907)	(56,788)
Additions to property and equipment	0	0
Businesses acquired, net of cash acquired		0
Investment in guarantor subsidiaries	45,907	(56,788)
Net cash used by investing activities	45,907	56,788
Proceeds from issuance of long-term debt	0
Repayments of long-term debt	0	0
Borrowings under revolving line of credit	0	0
Repayments under revolving line of credit	0	0
Repurchase of common stock	0	0
Proceeds from issuance of common stock	0	0
Payment of financing costs	0	0
Excess tax benefits from stock-based awards	0	0
Distribution to noncontrolling interest		0
Net cash used in financing activities	0	0
Effect of exchange rate changes on cash	0	0
Net increase (decrease) in cash and cash equivalents	0	0
Cash and equivalents at beginning of period	0	0
Cash and equivalents at end of period	$ 0	$ 0

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Jun. 23, 2012	Jun. 25, 2011
Cash flows from operating activities:
Net income	$ 32,522	$ 39,908
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	23,076	21,316
Stock-based compensation	5,342	5,720
Excess tax benefits from stock-based awards	(938)	(791)
Deferred income taxes	12,117	14,859
Gain on sale of property and equipment	(102)	(4)
Change in assets and liabilities:
Accounts receivable	(50,318)	(61,422)
Inventories	(5,189)	(45,648)
Prepaid expenses and other assets	6,911	11,836
Accounts payable	7,768	5,536
Accrued expenses	31,960	7,524
Other long-term obligations	1,005	(337)
Net cash provided by (used in) operating activities	64,154	(1,503)
Cash flows from investing activities:
Additions to property and equipment	(26,930)	(20,191)
Payments to acquire companies, net of cash acquired	0	(24,432)
Net cash used by investing activities	(26,930)	(44,623)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	49,288	0
Repayments of long-term debt	(266)	(221)
Borrowings under revolving line of credit	304,000	593,000
Repayments under revolving line of credit	(339,000)	(543,000)
Proceeds from issuance of common stock	1,291	1,436
Repurchase of common stock	(23,151)	(83,602)
Distribution to noncontrolling interest	0	(1,500)
Excess tax benefits from stock-based awards	938	791
Payment of financing costs	(1,715)	(1,034)
Net cash used in financing activities	(8,615)	(34,130)
Effect of exchange rate changes on cash and cash equivalents	59	29
Net increase (decrease) in cash and cash equivalents	28,668	(80,227)
Cash and equivalents at beginning of period	12,031	91,460
Cash and equivalents at end of period	40,699	11,233
Supplemental information:
Cash paid for interest	$ 21,256	$ 19,965

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Other Intangible Assets

9 Months Ended

Jun. 23, 2012

Other Intangible Assets [Abstract]

Other Intangible Assets

5. Other Intangible Assets

The following table summarizes the components of gross and net acquired intangible assets:

	Gross		Accumulated Amortization			Impairment			Net Carrying Value
			(in millions)
June 23, 2012
Marketing-related intangible assets – amortizable	$	12.3	$	(7.2	)	$	0		$	5.1
Marketing-related intangible assets – nonamortizable		59.6		0			(16.9	)		42.7
Total		71.9		(7.2	)		(16.9	)		47.8
Customer-related intangible assets – amortizable		42.7		(14.8	)		0			27.9
Other acquired intangible assets – amortizable		10.8		(6.0	)		0			4.8
Other acquired intangible assets – nonamortizable		1.2		0			(1.2	)		0
Total		12.0		(6.0	)		(1.2	)		4.8
Total other intangible assets	$	126.6	$	(28.0	)	$	(18.1	)	$	80.5
June 25, 2011
Marketing-related intangible assets – amortizable	$	12.3	$	(5.9	)	$	0		$	6.4
Marketing-related intangible assets – nonamortizable		59.6		0			(16.9	)		42.7
Total		71.9		(5.9	)		(16.9	)		49.1
Customer-related intangible assets – amortizable		42.7		(12.5	)		0			30.2
Other acquired intangible assets – amortizable		10.8		(4.4	)		0			6.4
Other acquired intangible assets – nonamortizable		1.2		0			(1.2	)		0
Total		12.0		(4.4	)		(1.2	)		6.4
Total other intangible assets	$	126.6	$	(22.8	)	$	(18.1	)	$	85.7
September 24, 2011
Marketing-related intangible assets – amortizable	$	12.3	$	(6.3	)	$	0		$	6.0
Marketing-related intangible assets – nonamortizable		59.6		0			(16.9	)		42.7
Total		71.9		(6.3	)		(16.9	)		48.7
Customer-related intangible assets – amortizable		42.7		(13.0	)		0			29.7
Other acquired intangible assets – amortizable		10.8		(4.7	)		0			6.1
Other acquired intangible assets – nonamortizable		1.2		0			(1.2	)		0
Total		12.0		(4.7	)		(1.2	)		6.1
Total other intangible assets	$	126.6	$	(24.0	)	$	(18.1	)	$	84.5

Other intangible assets acquired include contract-based and technology-based intangible assets.

On February 28, 2011, the Company acquired approximately $2.7 million of identified customer related and other intangible assets as part of its acquisition of certain assets of a privately-held maker of premium fertilizer.

The Company evaluates long-lived assets, including amortizable and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. The Company evaluates indefinite-lived intangible assets on an annual basis. In fiscal 2011, the Company tested its indefinite-lived intangible assets and no impairment was indicated. Other factors indicating the carrying value of the Company’s amortizable intangible assets may not be recoverable were not present in fiscal 2011, and accordingly, no impairment testing was performed on these assets.

The Company is currently amortizing its acquired intangible assets with definite lives; over weighted average remaining lives of eight years for marketing-related intangibles, 18 years for customer-related intangibles and six years for other acquired intangibles. Amortization expense for intangibles subject to amortization was approximately $1.6 million and $1.4 million for the three month periods ended June 23, 2012 and June 25, 2011, respectively, and $4.0 million and $3.8 million for the nine month periods ended June 23, 2012 and June 25, 2011, respectively, and is classified within operating expenses in the condensed consolidated statements of operations. Estimated annual amortization expense related to acquired intangible assets in each of the succeeding five years is estimated to be approximately $4 million per year from fiscal 2012 through fiscal 2016.

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Goodwill (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	Jun. 23, 2012	Sep. 24, 2011	Feb. 28, 2011
Goodwill (Textual) [Abstract]
Impairment of goodwill		$ 0
Contingent performance payments	1.0
Assets acquired during the period			23
Excess of purchase price recorded as goodwill			$ 1.0

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Segment Information (Details Textual)	9 Months Ended
	Jun. 23, 2012 Segment
Segment Information (Textual) [Abstract]
Number of operating segments	2

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Long-Term Debt (Tables)

9 Months Ended

Jun. 23, 2012

Long-Term Debt [Abstract]

Components of long-term debt

	June 23, 2012			September 24, 2011
	(in thousands)
Senior subordinated notes, net of unamortized discount (1), interest at 8.25%, payable semi- annually, principal due March 2018	$	449,288		$	400,000
Revolving credit facility, interest at Alternate Base Rate plus a margin of 0.75% to 1.75%, or LIBOR plus a margin of 1.75% to 2.75%, final maturity June 2016		0			35,000
Other notes payable		589			609
Total		449,877			435,609
Less current portion		(347	)		(279	)
Long-term portion	$	449,530		$	435,330

(1) Represents unamortized original issue discount of $712,000 as of June 23, 2012, which is amortizable until March 2018.