Cover Page
Cover Page - shares | 9 Months Ended | |
Oct. 30, 2022 | Dec. 01, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Period End Date | Oct. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38936 | |
Entity Registrant Name | CHEWY, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 90-1020167 | |
Entity Address, Address Line One | 7700 West Sunrise Boulevard | |
Entity Address, City or Town | Plantation | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33322 | |
City Area Code | 786 | |
Local Phone Number | 320-7111 | |
Title of 12(b) Security | Class A Common Stock, par value $0.01 per share | |
Trading Symbol | CHWY | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Fiscal Period Focus | Q3 | |
Fiscal Year Focus | 2022 | |
Entity Central Index Key | 0001766502 | |
Current Fiscal Year End Date | --01-29 | |
Common Class A | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 112,160,071 | |
Common Class B | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 311,188,356 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Oct. 30, 2022 | Jan. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 378,227 | $ 603,079 |
Marketable securities | 296,784 | 0 |
Accounts receivable | 126,963 | 123,510 |
Inventories | 679,149 | 560,430 |
Prepaid expenses and other current assets | 39,433 | 36,513 |
Total current assets | 1,520,556 | 1,323,532 |
Property and equipment, net | 467,055 | 367,166 |
Operating lease right-of-use assets | 437,926 | 372,693 |
Other non-current assets | 65,626 | 22,890 |
Total assets | 2,491,163 | 2,086,281 |
Current liabilities: | ||
Trade accounts payable | 991,951 | 883,316 |
Accrued expenses and other current liabilities | 790,092 | 761,563 |
Total current liabilities | 1,782,043 | 1,644,879 |
Operating lease liabilities | 485,774 | 410,168 |
Other long-term liabilities | 59,391 | 16,498 |
Total liabilities | 2,327,208 | 2,071,545 |
Commitments and contingencies (Note 5) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value per share, 5,000,000 shares authorized, no shares issued and outstanding as of October 30, 2022 and January 30, 2022 | 0 | 0 |
Additional paid-in capital | 2,127,371 | 2,021,310 |
Accumulated deficit | (1,967,647) | (2,010,775) |
Total stockholders’ equity | 163,955 | 14,736 |
Total liabilities and stockholders’ equity | 2,491,163 | 2,086,281 |
Common Class A | ||
Stockholders’ equity: | ||
Common stock, value | 1,119 | 1,089 |
Common Class B | ||
Stockholders’ equity: | ||
Common stock, value | $ 3,112 | $ 3,112 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Oct. 30, 2022 | Jan. 30, 2022 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, issued (in shares) | 111,906,751 | 108,918,032 |
Common stock, outstanding (in shares) | 111,906,751 | 108,918,032 |
Common Class B | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 395,000,000 | 395,000,000 |
Common stock, issued (in shares) | 311,188,356 | |
Common stock, outstanding (in shares) | 311,188,356 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 30, 2022 | Oct. 31, 2021 | Oct. 30, 2022 | Oct. 31, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 2,532,122 | $ 2,212,161 | $ 7,391,460 | $ 6,502,375 |
Cost of goods sold | 1,811,945 | 1,627,320 | 5,320,666 | 4,734,304 |
Gross profit | 720,177 | 584,841 | 2,070,794 | 1,768,071 |
Operating expenses: | ||||
Selling, general and administrative | 543,532 | 466,434 | 1,564,798 | 1,310,326 |
Advertising and marketing | 177,079 | 150,335 | 465,959 | 466,738 |
Total operating expenses | 720,611 | 616,769 | 2,030,757 | 1,777,064 |
Income (loss) from operations | (434) | (31,928) | 40,037 | (8,993) |
Interest income (expense), net | 2,745 | (313) | 3,091 | (1,215) |
Other income (expense), net | 0 | 0 | 0 | 0 |
Income (loss) before income tax provision | 2,311 | (32,241) | 43,128 | (10,208) |
Income tax provision | 0 | 0 | 0 | 0 |
Net income (loss) | $ 2,311 | $ (32,241) | $ 43,128 | $ (10,208) |
Earnings (loss) per share attributable to common Class A and Class B stockholders: | ||||
Basic (in dollars per share) | $ 0.01 | $ (0.08) | $ 0.10 | $ (0.02) |
Diluted (in dollars per share) | $ 0.01 | $ (0.08) | $ 0.10 | $ (0.02) |
Weighted-average common shares used in computing earnings per share: | ||||
Basic (in shares) | 422,898 | 417,847 | 421,665 | 416,587 |
Diluted (in shares) | 428,125 | 417,847 | 427,223 | 416,587 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands | Total | Class A and Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at beginning of period (in shares) at Jan. 31, 2021 | 415,046 | |||
Balance at beginning of period at Jan. 31, 2021 | $ (2,004) | $ 4,150 | $ 1,930,804 | $ (1,936,958) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation expense | 63,688 | 63,688 | ||
Vesting of share-based compensation awards (in shares) | 2,776 | |||
Vesting of share-based compensation awards | 0 | $ 28 | (28) | |
Distribution to parent (in shares) | 93 | |||
Distribution to parent | 0 | $ 1 | (1) | |
Tax sharing agreement with related parties | 14,544 | 14,544 | ||
Net income (loss) | (10,208) | (10,208) | ||
Balance at end of period (in shares) at Oct. 31, 2021 | 417,915 | |||
Balance at end of period at Oct. 31, 2021 | 66,020 | $ 4,179 | 2,009,007 | (1,947,166) |
Balance at beginning of period (in shares) at Aug. 01, 2021 | 417,762 | |||
Balance at beginning of period at Aug. 01, 2021 | 75,053 | $ 4,178 | 1,985,800 | (1,914,925) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation expense | 18,804 | 18,804 | ||
Vesting of share-based compensation awards (in shares) | 153 | |||
Vesting of share-based compensation awards | 0 | $ 1 | (1) | |
Tax sharing agreement with related parties | 4,404 | 4,404 | ||
Net income (loss) | (32,241) | (32,241) | ||
Balance at end of period (in shares) at Oct. 31, 2021 | 417,915 | |||
Balance at end of period at Oct. 31, 2021 | 66,020 | $ 4,179 | 2,009,007 | (1,947,166) |
Balance at beginning of period (in shares) at Jan. 30, 2022 | 420,106 | |||
Balance at beginning of period at Jan. 30, 2022 | 14,736 | $ 4,201 | 2,021,310 | (2,010,775) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation expense | 109,701 | 109,701 | ||
Vesting of share-based compensation awards (in shares) | 2,949 | |||
Vesting of share-based compensation awards | 0 | $ 30 | (30) | |
Tax withholdings for stock-based awards (in shares) | (53) | |||
Tax withholdings for share-based compensation awards | (2,475) | $ (1) | (2,474) | |
Distribution to parent (in shares) | 93 | |||
Distribution to parent | 0 | $ 1 | (1) | |
Tax sharing agreement with related parties | (1,135) | (1,135) | ||
Net income (loss) | 43,128 | 43,128 | ||
Balance at end of period (in shares) at Oct. 30, 2022 | 423,095 | |||
Balance at end of period at Oct. 30, 2022 | 163,955 | $ 4,231 | 2,127,371 | (1,967,647) |
Balance at beginning of period (in shares) at Jul. 31, 2022 | 422,647 | |||
Balance at beginning of period at Jul. 31, 2022 | 117,391 | $ 4,226 | 2,083,123 | (1,969,958) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation expense | 45,530 | 45,530 | ||
Vesting of share-based compensation awards (in shares) | 448 | |||
Vesting of share-based compensation awards | 0 | $ 5 | (5) | |
Tax withholdings for share-based compensation awards | (3) | (3) | ||
Tax sharing agreement with related parties | (1,274) | (1,274) | ||
Net income (loss) | 2,311 | 2,311 | ||
Balance at end of period (in shares) at Oct. 30, 2022 | 423,095 | |||
Balance at end of period at Oct. 30, 2022 | $ 163,955 | $ 4,231 | $ 2,127,371 | $ (1,967,647) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 30, 2022 | Oct. 31, 2021 | |
Cash flows from operating activities | ||
Net income (loss) | $ 43,128 | $ (10,208) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 60,696 | 38,141 |
Share-based compensation expense | 109,701 | 63,688 |
Non-cash lease expense | 29,286 | 24,467 |
Other | 840 | 434 |
Net change in operating assets and liabilities: | ||
Accounts receivable | (3,453) | (28,014) |
Inventories | (118,719) | (93,290) |
Prepaid expenses and other current assets | (6,237) | (42,462) |
Other non-current assets | (44,220) | (3,635) |
Trade accounts payable | 108,635 | 237,319 |
Accrued expenses and other current liabilities | 42,306 | 88,010 |
Operating lease liabilities | (15,790) | (14,792) |
Other long-term liabilities | 42,847 | (1,952) |
Net cash provided by operating activities | 249,020 | 257,706 |
Cash flows from investing activities | ||
Capital expenditures | (171,841) | (135,714) |
Purchases of marketable securities | (296,624) | 0 |
Other | (1,400) | 0 |
Net cash used in investing activities | (469,865) | (135,714) |
Cash flows from financing activities | ||
Payments for tax withholdings related to vesting of share-based compensation awards | (2,475) | 0 |
(Payments for) proceeds from tax sharing agreement with related parties | (1,040) | 43,714 |
Principal repayments of finance lease obligations | (492) | (692) |
Payment of debt issuance costs | 0 | (1,440) |
Net cash (used in) provided by financing activities | (4,007) | 41,582 |
Net (decrease) increase in cash and cash equivalents | (224,852) | 163,574 |
Cash and cash equivalents, as of beginning of period | 603,079 | 563,345 |
Cash and cash equivalents, as of end of period | $ 378,227 | $ 726,919 |
Description of Business
Description of Business | 9 Months Ended |
Oct. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Chewy, Inc. and its wholly-owned subsidiaries (collectively “Chewy” or the “Company”) is a pure play e-commerce business geared toward pet products and services for dogs, cats, fish, birds, small pets, horses, and reptiles. Chewy serves its customers through its retail website, www.chewy.com, and its mobile applications and focuses on delivering exceptional customer service, competitive prices, outstanding convenience (including Chewy’s Autoship subscription program, fast shipping, and hassle-free returns), and a large selection of high-quality pet food, treats and supplies, and pet healthcare products. The Company is controlled by a consortium including private investment funds advised by BC Partners and its affiliates, La Caisse de dépôt et placement du Québec, affiliates of GIC Special Investments Pte Ltd, affiliates of StepStone Group LP, and funds advised by Longview Asset Management, LLC (collectively, the “Sponsors”). The Company was controlled by PetSmart LLC (“PetSmart”), a wholly-owned subsidiary of the Sponsors through February 11, 2021. Petabyte Acquisition On November 7, 2022, the Company completed its acquisition of all of the outstanding stock of Petabyte Technology Inc., a provider of cloud-based technology solutions to the veterinary sector, for an estimated purchase price of $43.4 million. This acquisition is expected to further strengthen the Company’s pet healthcare product and service offering. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Oct. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements and related notes include the accounts of Chewy, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. The unaudited condensed consolidated financial statements and notes thereto of Chewy, Inc. have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) accounting standards codification. In the opinion of management, all adjustments necessary for a fair statement of the financial information, which are of a normal and recurring nature, have been made for the interim periods reported. Results of operations for the quarterly period ended October 30, 2022 are not necessarily indicative of the results for the entire fiscal year. The unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q for the quarterly period ended October 30, 2022 (“10-Q Report”) should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2022 (“10-K Report”). Fiscal Year The Company has a 52- or 53-week fiscal year ending each year on the Sunday that is closest to January 31 of that year. The Company’s 2022 fiscal year ends on January 29, 2023 and is a 52-week year. The Company’s 2021 fiscal year ended January 30, 2022 and was a 52-week year. Significant Accounting Policies Other than policies noted herein, there have been no significant changes from the significant accounting policies disclosed in Note 2 of the “Notes to Consolidated Financial Statements” included in the 10-K Report. Use of Estimates GAAP requires management to make certain estimates, judgments, and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates these estimates and judgments. Actual results could differ from those estimates. Key estimates relate primarily to determining the net realizable value and demand for inventory, useful lives associated with property and equipment and intangible assets, valuation allowances with respect to deferred tax assets, contingencies, self-insurance accruals, evaluation of sales tax positions, and the valuation and assumptions underlying share-based compensation. On an ongoing basis, management evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. Accrued Expenses and Other Current Liabilities The following table presents the components of accrued expenses and other current liabilities (in thousands): As of October 30, 2022 January 30, 2022 Outbound fulfillment $ 379,821 $ 389,548 Advertising and marketing 126,336 86,285 Payroll liabilities 68,102 70,556 Accrued expenses and other 215,833 215,174 Total accrued expenses and other current liabilities $ 790,092 $ 761,563 Investments The Company generally invests its excess cash in AAA-rated money market funds and investment grade short- to intermediate-term fixed income securities, including U.S. Treasury securities, certificates of deposit, and commercial paper. Such investments are included in cash and cash equivalents or marketable securities on the accompanying condensed consolidated balance sheets and are classified based on original maturity. The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents and considers all highly liquid investments with an original maturity greater than 90 days and less than one year to be marketable securities. Marketable fixed income securities are classified as available-for-sale and reported at fair value with unrealized gains and losses included in accumulated other comprehensive income (loss). Each reporting period, the Company evaluates whether declines in fair value below carrying value are due to expected credit losses, as well as its ability and intent to hold the investment until a forecasted recovery of the carrying value occurs. Expected credit losses are recorded as an allowance through other income (expense), net on our condensed consolidated statements of operations. Equity investments in public companies that have readily determinable fair values are included in marketable securities on the Company’s condensed consolidated balance sheets and measured at fair value with changes recognized in other income (expense), net on the Company’s condensed consolidated statements of operations. The Company holds equity warrants giving it the right to acquire stock of other companies. These warrants are classified as derivative assets and are recorded within other non-current assets on the Company’s condensed consolidated balance sheets with gains and losses recognized in other income (expense), net on the Company’s condensed consolidated statements of operations. These warrants are subject to vesting requirements and the fair value established at contract inception is recognized as a deferred credit reported within other long-term liabilities on the Company’s condensed consolidated balance sheets and is amortized as the vesting requirements are achieved. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: Level 1-Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2-Valuations based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3-Valuations based on unobservable inputs reflecting the Company’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. Stockholders’ Equity Conversion of Class B Common Stock On April 12, 2021, Argos Intermediate Holdco I Inc. (“Argos Holdco”), which is controlled by affiliates of BC Partners, converted 6,150,000 shares of the Company’s Class B common stock into Class A common stock and sold such Class A common stock. Recent Accounting Pronouncements Recently Issued Accounting Pronouncements ASU 2022-04—Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. In September 2022, the FASB issued this Accounting Standards Update (“ASU”) which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose the key terms of the programs and information about obligations outstanding at the end of the reporting period. This update is effective at the beginning of the Company’s 2023 fiscal year, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements. ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. In June 2022, the FASB issued this ASU to clarify the guidance when measuring the fair value of an equity security subject to contractual sale restrictions that prohibit the sale of an equity security. This update is effective at the beginning of the Company’s 2024 fiscal year, with early adoption permitted. The Company does not believe the adoption of this standard will have a material impact on the Company’s consolidated financial statements. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Oct. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Financial Instruments | Financial Instruments Cash equivalents are carried at cost, which approximates fair value and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. Marketable securities are carried at fair value and are classified within Level 1 because they are valued using quoted market prices. Specific to marketable fixed income securities, the Company did not record any gross unrealized gains and losses as fair value approximates amortized cost. The Company did not record any credit losses during the thirteen and thirty-nine weeks ended October 30, 2022. Further, as of October 30, 2022, the Company did not record an allowance for credit losses related to its fixed income securities. Equity investments in public companies that have readily determinable fair values are carried at fair value and are classified within Level 1 because they are valued using quoted market prices. Equity warrants are classified within Level 3 of the fair value hierarchy as they are valued based on observable and unobservable inputs reflecting the Company’s assumptions, consistent with reasonably available assumptions made by other market participants. The Company utilized certain valuation techniques such as the Black-Scholes option-pricing model and the Monte Carlo simulation model to determine the fair value of equity warrants. The application of these models requires the use of a number of complex assumptions based on unobservable inputs, including the expected term, expected equity volatility, discounts for lack of marketability, cash flow projections, and probability with respect to vesting requirements. The following table includes a summary of financial instruments measured at fair value as of October 30, 2022 (in thousands): Level 1 Level 2 Level 3 Cash $ 278,791 $ — $ — U.S. Treasury securities 99,436 — — Cash and cash equivalents 378,227 — — U.S. Treasury securities 296,781 — — Equity securities 3 — — Marketable securities 296,784 — — Equity warrants — — 44,962 Total financial instruments $ 675,011 $ — $ 44,962 The following table includes a summary of financial instruments measured at fair value as of January 30, 2022 (in thousands): Level 1 Level 2 Level 3 Cash $ 401,119 $ — $ — Money market funds 67,000 — — Commercial paper 74,965 — — U.S. Treasury securities 59,995 — — Cash and cash equivalents 603,079 — — Total financial instruments $ 603,079 $ — $ — The following table summarizes the change in fair value for financial instruments using unobservable Level 3 inputs (in thousands): 39 Weeks Ended October 30, 2022 October 31, 2021 Beginning balance $ — $ — Equity warrants acquired 44,962 — Ending balance $ 44,962 $ — The following table presents quantitative information about Level 3 significant unobservable inputs used in the fair value measurement of the equity warrants as of October 30, 2022 (in thousands): Range Fair Value Valuation Techniques Unobservable Input Min Max Weighted Average Equity warrants $44,962 Black-Scholes and Monte Carlo Probability of vesting 0% 99% 87% Equity volatility 35% 85% 80% |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Oct. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net The following is a summary of property and equipment, net (in thousands): As of October 30, 2022 January 30, 2022 Furniture, fixtures and equipment $ 209,402 $ 132,727 Computer equipment 64,574 55,164 Internal-use software 125,960 95,302 Leasehold improvements 178,834 153,797 Construction in progress 95,312 85,043 674,082 522,033 Less: accumulated depreciation and amortization 207,027 154,867 Property and equipment, net $ 467,055 $ 367,166 Internal-use software includes labor and license costs associated with software development for internal use. As of October 30, 2022 and January 30, 2022, the Company had accumulated amortization related to internal-use software of $50.1 million and $35.1 million, respectively. Construction in progress is stated at cost, which includes the cost of construction and other directly attributable costs. No provision for depreciation is made on construction in progress until the relevant assets are completed and put into use. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters Various legal claims arise from time to time in the normal course of business. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. The Company believes that it has adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. The Company does not believe that the ultimate resolution of any matters to which it is presently a party will have a material adverse effect on the Company’s results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s financial condition, results of operations or cash flows. |
Debt
Debt | 9 Months Ended |
Oct. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt ABL Credit Facility The Company has a five-year senior secured asset-based credit facility (the “ABL Credit Facility”) which matures in August 2026 and provides for non-amortizing revolving loans in an aggregate principal amount of up to $500 million, subject to a borrowing base comprised of, among other things, inventory and sales receivables (subject to certain reserves). The ABL Credit Facility provides the right to request incremental commitments and add incremental asset-based revolving loan facilities in an aggregate principal amount of up to $300 million, subject to customary conditions. The Company is required to pay a commitment fee of 0.25% with respect to the undrawn portion of the commitments, which is generally based on average daily usage of the facility. Based on the Company’s borrowing base as of October 30, 2022, which is reduced by standby letters of credit, the Company had $449.9 million of borrowing capacity under the ABL Credit Facility. As of October 30, 2022 and January 30, 2022, the Company had no outstanding borrowings under the ABL Credit Facility, respectively. |
Leases
Leases | 9 Months Ended |
Oct. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases all of its fulfillment and customer service centers and corporate offices under non-cancelable operating lease agreements. The terms of the Company’s real estate leases generally range from 5 to 15 years and typically allow for the leases to be renewed for up to three additional five-year terms. Fulfillment and customer service centers and corporate office leases expire at various dates through 2034, excluding renewal options. The Company also leases certain equipment under operating and finance leases. The terms of equipment leases generally range from 3 to 5 years and do not contain renewal options. These leases expire at various dates through 2025. The Company’s finance leases as of October 30, 2022 and January 30, 2022 were not material and were included in property and equipment, net, on the Company’s condensed consolidated balance sheets. The table below presents the operating lease-related assets and liabilities recorded on the condensed consolidated balance sheets (in thousands): As of Leases Balance Sheet Classification October 30, 2022 January 30, 2022 Assets Operating Operating lease right-of-use assets $ 437,926 $ 372,693 Total operating lease assets $ 437,926 $ 372,693 Liabilities Current Operating Accrued expenses and other current liabilities $ 24,243 $ 24,225 Non-current Operating Operating lease liabilities 485,774 410,168 Total operating lease liabilities $ 510,017 $ 434,393 For the thirty-nine weeks ended October 30, 2022 and October 31, 2021, assets acquired in exchange for new operating lease liabilities were $90.3 million and $59.2 million, respectively. Lease expense primarily relates to operating lease costs. Lease expense for the thirteen weeks ended October 30, 2022 and October 31, 2021 was $23.7 million and $20.4 million, respectively. Lease expense for the thirty-nine weeks ended October 30, 2022 and October 31, 2021 was $68.3 million and $59.0 million, respectively. The aforementioned lease expense was included within selling, general and administrative expenses in the condensed consolidated statements of operations. Cash flows used in operating activities related to operating leases were approximately $58.2 million and $49.8 million for the thirty-nine weeks ended October 30, 2022 and October 31, 2021, respectively. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Oct. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation 2022 Omnibus Incentive Plan In July 2022, the Company’s stockholders approved the Chewy, Inc. 2022 Omnibus Incentive Plan (the “2022 Plan”) replacing the Chewy, Inc. 2019 Omnibus Incentive Plan (the “2019 Plan”). The 2022 Plan became effective on July 14, 2022 and allows for the issuance of up to 40.0 million shares of Class A common stock and 1.0 million shares for new grants rolled over from the 2019 Plan. No awards may be granted under the 2022 Plan after July 2032. The 2022 Plan provides for the grants of: (i) options, including incentive stock options and non-qualified stock options, (ii) restricted stock units, (iii) other share-based awards, including share appreciation rights, phantom stock, restricted shares, performance shares, deferred share units, and share-denominated performance units, (iv) cash awards, (v) substitute awards, and (vi) dividend equivalents (collectively the “awards”). The awards may be granted to (i) the Company’s employees, consultants, and non-employee directors, (ii) employees of the Company’s affiliates and subsidiaries, and (iii) consultants of the Company’s subsidiaries. Service and Performance-Based Awards The Company granted restricted stock units which vested upon satisfaction of both service-based vesting conditions and company performance-based vesting conditions (“PRSUs”), subject to the employee’s continued employment with the Company through the applicable vesting date. The Company recorded share-based compensation expense for PRSUs over the requisite service period and accounted for forfeitures as they occur. Service and Performance-Based Awards Activity The following table summarizes the activity related to the Company’s PRSUs for the thirty-nine weeks ended October 30, 2022 (in thousands, except for weighted-average grant date fair value): Number of PRSUs Weighted-Average Grant Date Fair Value Unvested and outstanding as of January 30, 2022 6,573 $ 36.16 Granted 86 $ 43.59 Vested (2,174) $ 35.94 Forfeited (300) $ 36.02 Unvested and outstanding as of October 30, 2022 4,185 $ 36.43 The total fair value of PRSUs that vested during the thirty-nine weeks ended October 30, 2022 was $61.7 million. As of October 30, 2022, total unrecognized compensation expense related to unvested PRSUs was $8.7 million and is expected to be recognized over a weighted-average expected performance period of 1.1 years. During the thirty-nine weeks ended October 30, 2022 and October 31, 2021, vesting occurred for 93,309 PRSUs, respectively, previously granted to an employee of PetSmart. For accounting purposes, the issuance of Class A common stock upon vesting of these PRSUs is treated as a distribution to a parent entity because both the Company and PetSmart are controlled by affiliates of BC Partners. The fair value for PRSUs with a Company performance-based vesting condition is established based on the market price of the Company’s Class A common stock on the date of grant. Service-Based Awards The Company granted restricted stock units with service-based vesting conditions (“RSUs”) which vested subject to the employee’s continued employment with the Company through the applicable vesting date. The Company recorded share-based compensation expense for RSUs on a straight-line basis over the requisite service period and accounted for forfeitures as they occur. Service-Based Awards Activity The following table summarizes the activity related to the Company’s RSUs for the thirty-nine weeks ended October 30, 2022 (in thousands, except for weighted-average grant date fair value): Number of RSUs Weighted-Average Grant Date Fair Value Unvested and outstanding as of January 30, 2022 3,207 $ 68.96 Granted 9,284 $ 41.44 Vested (871) $ 69.65 Forfeited (1,263) $ 52.94 Unvested and outstanding as of October 30, 2022 10,357 $ 46.18 The total fair value of RSUs that vested during the thirty-nine weeks ended October 30, 2022 was $34.3 million. As of October 30, 2022, total unrecognized compensation expense related to unvested RSUs was $394.6 million and is expected to be recognized over a weighted-average expected performance period of 3.0 years. The fair value for RSUs is established based on the market price of the Company’s Class A common stock on the date of grant. As of October 30, 2022, there were 38.6 million additional shares of Class A common stock reserved for future issuance under the 2022 Plan. Share-Based Compensation Expense Share-based compensation expense is included within selling, general and administrative expenses in the condensed consolidated statements of operations. The Company recognized share-based compensation expense as follows (in thousands): 13 Weeks Ended 39 Weeks Ended October 30, October 31, October 30, October 31, PRSUs $ 2,498 $ 5,825 $ 10,696 $ 29,975 RSUs 43,032 12,979 99,005 33,713 Total share-based compensation expense $ 45,530 $ 18,804 $ 109,701 $ 63,688 |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Chewy is subject to taxation in the U.S. and various state, local, and foreign jurisdictions. Income taxes as presented in the Company’s condensed consolidated financial statements have been prepared based on Chewy’s separate return method. The Company’s losses and tax attributes were previously included in PetSmart’s consolidated tax return activity at the U.S. federal level and any applicable state and local level. The Company did not have a current or deferred provision for income taxes for any taxing jurisdiction during the thirteen and thirty-nine weeks ended October 30, 2022, and October 31, 2021. Additionally, the Company maintained a full valuation allowance on its net deferred tax assets. Concurrent with its initial public offering during the fiscal year ended February 2, 2020, the Company, PetSmart, and Argos Holdco entered into a tax sharing agreement which governs the respective rights, responsibilities, and obligations of the Company, PetSmart, and Argos Holdco with respect to tax matters, including taxes attributable to PetSmart, entitlement to refunds, allocation of tax attributes, preparation of tax returns, certain tax elections, control of tax contests and other tax matters regarding U.S. federal, state, and local income taxes. During the thirty-nine weeks ended October 30, 2022, and October 31, 2021, the Company paid $1.0 million and collected $43.7 million, respectively, pursuant to the tax sharing agreement. The tax sharing agreement was effectively terminated for federal income taxes upon tax deconsolidation with PetSmart, however, there may be future settlements upon final adjustment to the consolidated federal tax returns. The tax sharing agreement remains in effect for certain states in which the Company continues to file with Argos Holdco. On August 16, 2022, the U.S enacted the Inflation Reduction Act which introduced new tax provisions, including a 15% corporate alternative minimum tax, a 1% excise tax on corporate stock buybacks, and several tax incentives to promote clean energy. The Company does not expect that these new tax provisions will have a material impact on its consolidated financial statements once the tax provisions become effective for tax years beginning on or after December 31, 2022. |
Earnings (Loss) per Share
Earnings (Loss) per Share | 9 Months Ended |
Oct. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) per Share | Earnings (Loss) per ShareBasic and diluted earnings (loss) per share attributable to common stockholders are presented using the two-class method required for participating securities. Under the two-class method, net income (loss) attributable to common stockholders is determined by allocating undistributed earnings between common stock and participating securities. Undistributed earnings for the periods presented are calculated as net income (loss) less distributed earnings. Undistributed earnings are allocated proportionally to common Class A and Class B stockholders as both classes are entitled to share equally, on a per share basis, in dividends and other distributions. Basic and diluted earnings (loss) per share are calculated by dividing net income (loss) attributable to common stockholders by the weighted-average shares outstanding during the period. The following table sets forth basic and diluted earnings (loss) per share attributable to common stockholders for the periods presented (in thousands, except per share data): 13 Weeks Ended 39 Weeks Ended October 30, October 31, October 30, October 31, Basic and diluted earnings (loss) per share Numerator Earnings (loss) attributable to common Class A and Class B stockholders $ 2,311 $ (32,241) $ 43,128 $ (10,208) Denominator Weighted-average common shares used in computing earnings per share: Basic 422,898 417,847 421,665 416,587 Effect of dilutive stock-based awards 5,227 — 5,558 — Diluted 428,125 417,847 427,223 416,587 Anti-dilutive stock-based awards excluded from diluted common shares 6,008 11,679 5,069 11,679 Earnings (loss) per share attributable to common Class A and Class B stockholders: Basic $ 0.01 $ (0.08) $ 0.10 $ (0.02) Diluted $ 0.01 $ (0.08) $ 0.10 $ (0.02) |
Certain Relationships and Relat
Certain Relationships and Related Party Transactions | 9 Months Ended |
Oct. 30, 2022 | |
Related Party Transactions [Abstract] | |
Certain Relationships and Related Party Transactions | Certain Relationships and Related Party Transactions Certain of the Company’s healthcare operations are conducted through a wholly-owned subsidiary of PetSmart for which the Company and PetSmart entered into a services agreement which provides for the payment of a management fee due from PetSmart. The Company recognized $1.8 million and $4.9 million during the thirteen and thirty-nine weeks ended October 30, 2022, respectively, within net sales in the condensed consolidated statements of operations for the services provided compared to $3.3 million and $23.0 million during the thirteen and thirty-nine weeks ended October 31, 2021, respectively. As of October 30, 2022, the Company had a net payable to PetSmart of $0.5 million, which was included in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets. As of January 30, 2022, the Company had a net receivable from PetSmart of $2.5 million, which was included in prepaid expenses and other current assets on the Company's condensed consolidated balance sheets. PetSmart Guarantees PetSmart previously provided a guarantee of payment with respect to certain equipment and other leases that the Company entered into and served as a guarantor in respect of the Company’s obligations under a credit insurance policy in favor of certain of the Company’s suppliers. As of October 30, 2022, all such guarantees had been released, with the exception of guarantees pertaining to one of the Company’s lease agreements. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements and related notes include the accounts of Chewy, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. The unaudited condensed consolidated financial statements and notes thereto of Chewy, Inc. have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) accounting standards codification. In the opinion of management, all adjustments necessary for a fair statement of the financial information, which are of a normal and recurring nature, have been made for the interim periods reported. Results of operations for the quarterly period ended October 30, 2022 are not necessarily indicative of the results for the entire fiscal year. The unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q for the quarterly period ended October 30, 2022 (“10-Q Report”) should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2022 (“10-K Report”). |
Fiscal Year | Fiscal Year The Company has a 52- or 53-week fiscal year ending each year on the Sunday that is closest to January 31 of that year. The Company’s 2022 fiscal year ends on January 29, 2023 and is a 52-week year. The Company’s 2021 fiscal year ended January 30, 2022 and was a 52-week year. |
Use of Estimates | Use of Estimates GAAP requires management to make certain estimates, judgments, and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates these estimates and judgments. Actual results could differ from those estimates. Key estimates relate primarily to determining the net realizable value and demand for inventory, useful lives associated with property and equipment and intangible assets, valuation allowances with respect to deferred tax assets, contingencies, self-insurance accruals, evaluation of sales tax positions, and the valuation and assumptions underlying share-based compensation. On an ongoing basis, management evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. |
Investments | Investments The Company generally invests its excess cash in AAA-rated money market funds and investment grade short- to intermediate-term fixed income securities, including U.S. Treasury securities, certificates of deposit, and commercial paper. Such investments are included in cash and cash equivalents or marketable securities on the accompanying condensed consolidated balance sheets and are classified based on original maturity. The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents and considers all highly liquid investments with an original maturity greater than 90 days and less than one year to be marketable securities. Marketable fixed income securities are classified as available-for-sale and reported at fair value with unrealized gains and losses included in accumulated other comprehensive income (loss). Each reporting period, the Company evaluates whether declines in fair value below carrying value are due to expected credit losses, as well as its ability and intent to hold the investment until a forecasted recovery of the carrying value occurs. Expected credit losses are recorded as an allowance through other income (expense), net on our condensed consolidated statements of operations. Equity investments in public companies that have readily determinable fair values are included in marketable securities on the Company’s condensed consolidated balance sheets and measured at fair value with changes recognized in other income (expense), net on the Company’s condensed consolidated statements of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: Level 1-Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2-Valuations based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3-Valuations based on unobservable inputs reflecting the Company’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. Cash equivalents are carried at cost, which approximates fair value and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. Marketable securities are carried at fair value and are classified within Level 1 because they are valued using quoted market prices. Specific to marketable fixed income securities, the Company did not record any gross unrealized gains and losses as fair value approximates amortized cost. The Company did not record any credit losses during the thirteen and thirty-nine weeks ended October 30, 2022. Further, as of October 30, 2022, the Company did not record an allowance for credit losses related to its fixed income securities. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Issued Accounting Pronouncements ASU 2022-04—Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. In September 2022, the FASB issued this Accounting Standards Update (“ASU”) which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose the key terms of the programs and information about obligations outstanding at the end of the reporting period. This update is effective at the beginning of the Company’s 2023 fiscal year, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements. ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. In June 2022, the FASB issued this ASU to clarify the guidance when measuring the fair value of an equity security subject to contractual sale restrictions that prohibit the sale of an equity security. This update is effective at the beginning of the Company’s 2024 fiscal year, with early adoption permitted. The Company does not believe the adoption of this standard will have a material impact on the Company’s consolidated financial statements. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Oct. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | The following table presents the components of accrued expenses and other current liabilities (in thousands): As of October 30, 2022 January 30, 2022 Outbound fulfillment $ 379,821 $ 389,548 Advertising and marketing 126,336 86,285 Payroll liabilities 68,102 70,556 Accrued expenses and other 215,833 215,174 Total accrued expenses and other current liabilities $ 790,092 $ 761,563 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Oct. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table includes a summary of financial instruments measured at fair value as of October 30, 2022 (in thousands): Level 1 Level 2 Level 3 Cash $ 278,791 $ — $ — U.S. Treasury securities 99,436 — — Cash and cash equivalents 378,227 — — U.S. Treasury securities 296,781 — — Equity securities 3 — — Marketable securities 296,784 — — Equity warrants — — 44,962 Total financial instruments $ 675,011 $ — $ 44,962 The following table includes a summary of financial instruments measured at fair value as of January 30, 2022 (in thousands): Level 1 Level 2 Level 3 Cash $ 401,119 $ — $ — Money market funds 67,000 — — Commercial paper 74,965 — — U.S. Treasury securities 59,995 — — Cash and cash equivalents 603,079 — — Total financial instruments $ 603,079 $ — $ — |
Summary of Changes in Fair Value for Financial Instruments Using Unobservable Level 3 Inputs | The following table summarizes the change in fair value for financial instruments using unobservable Level 3 inputs (in thousands): 39 Weeks Ended October 30, 2022 October 31, 2021 Beginning balance $ — $ — Equity warrants acquired 44,962 — Ending balance $ 44,962 $ — |
Summary of Level 3 Significant Unobservable Inputs | The following table presents quantitative information about Level 3 significant unobservable inputs used in the fair value measurement of the equity warrants as of October 30, 2022 (in thousands): Range Fair Value Valuation Techniques Unobservable Input Min Max Weighted Average Equity warrants $44,962 Black-Scholes and Monte Carlo Probability of vesting 0% 99% 87% Equity volatility 35% 85% 80% |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Oct. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, net | The following is a summary of property and equipment, net (in thousands): As of October 30, 2022 January 30, 2022 Furniture, fixtures and equipment $ 209,402 $ 132,727 Computer equipment 64,574 55,164 Internal-use software 125,960 95,302 Leasehold improvements 178,834 153,797 Construction in progress 95,312 85,043 674,082 522,033 Less: accumulated depreciation and amortization 207,027 154,867 Property and equipment, net $ 467,055 $ 367,166 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Oct. 30, 2022 | |
Leases [Abstract] | |
Schedule of Operating Lease-related Assets and Liabilities | The table below presents the operating lease-related assets and liabilities recorded on the condensed consolidated balance sheets (in thousands): As of Leases Balance Sheet Classification October 30, 2022 January 30, 2022 Assets Operating Operating lease right-of-use assets $ 437,926 $ 372,693 Total operating lease assets $ 437,926 $ 372,693 Liabilities Current Operating Accrued expenses and other current liabilities $ 24,243 $ 24,225 Non-current Operating Operating lease liabilities 485,774 410,168 Total operating lease liabilities $ 510,017 $ 434,393 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Oct. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Service and Performance Based-Awards Activity | The following table summarizes the activity related to the Company’s PRSUs for the thirty-nine weeks ended October 30, 2022 (in thousands, except for weighted-average grant date fair value): Number of PRSUs Weighted-Average Grant Date Fair Value Unvested and outstanding as of January 30, 2022 6,573 $ 36.16 Granted 86 $ 43.59 Vested (2,174) $ 35.94 Forfeited (300) $ 36.02 Unvested and outstanding as of October 30, 2022 4,185 $ 36.43 The following table summarizes the activity related to the Company’s RSUs for the thirty-nine weeks ended October 30, 2022 (in thousands, except for weighted-average grant date fair value): Number of RSUs Weighted-Average Grant Date Fair Value Unvested and outstanding as of January 30, 2022 3,207 $ 68.96 Granted 9,284 $ 41.44 Vested (871) $ 69.65 Forfeited (1,263) $ 52.94 Unvested and outstanding as of October 30, 2022 10,357 $ 46.18 |
Schedule of Share-based Compensation Expense | The Company recognized share-based compensation expense as follows (in thousands): 13 Weeks Ended 39 Weeks Ended October 30, October 31, October 30, October 31, PRSUs $ 2,498 $ 5,825 $ 10,696 $ 29,975 RSUs 43,032 12,979 99,005 33,713 Total share-based compensation expense $ 45,530 $ 18,804 $ 109,701 $ 63,688 |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 9 Months Ended |
Oct. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net (Loss) Income Per Share | The following table sets forth basic and diluted earnings (loss) per share attributable to common stockholders for the periods presented (in thousands, except per share data): 13 Weeks Ended 39 Weeks Ended October 30, October 31, October 30, October 31, Basic and diluted earnings (loss) per share Numerator Earnings (loss) attributable to common Class A and Class B stockholders $ 2,311 $ (32,241) $ 43,128 $ (10,208) Denominator Weighted-average common shares used in computing earnings per share: Basic 422,898 417,847 421,665 416,587 Effect of dilutive stock-based awards 5,227 — 5,558 — Diluted 428,125 417,847 427,223 416,587 Anti-dilutive stock-based awards excluded from diluted common shares 6,008 11,679 5,069 11,679 Earnings (loss) per share attributable to common Class A and Class B stockholders: Basic $ 0.01 $ (0.08) $ 0.10 $ (0.02) Diluted $ 0.01 $ (0.08) $ 0.10 $ (0.02) |
Description of Business (Detail
Description of Business (Details) $ in Millions | Nov. 07, 2022 USD ($) |
Petabyte Technology Inc. | Subsequent Event | |
Business Acquisition [Line Items] | |
Business combination, consideration transferred | $ 43.4 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Oct. 30, 2022 | Jan. 30, 2022 |
Accounting Policies [Abstract] | ||
Outbound fulfillment | $ 379,821 | $ 389,548 |
Advertising and marketing | 126,336 | 86,285 |
Payroll liabilities | 68,102 | 70,556 |
Accrued expenses and other | 215,833 | 215,174 |
Total accrued expenses and other current liabilities | $ 790,092 | $ 761,563 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Narrative (Details) - Argos Holdco | Apr. 12, 2021 shares |
Common Class B | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Conversion of stock (in shares) | 6,150,000 |
Common Class A | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Conversion of stock (in shares) | 6,150,000 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) | 3 Months Ended | 9 Months Ended |
Oct. 30, 2022 USD ($) | Oct. 30, 2022 USD ($) | |
Investments, Debt and Equity Securities [Abstract] | ||
Allowance for credit loss, period increase (decrease) | $ 0 | $ 0 |
Allowance for credit loss | $ 0 | $ 0 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Oct. 30, 2022 | Jan. 30, 2022 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 378,227 | $ 603,079 |
Equity securities | 3 | |
Marketable securities | 296,784 | |
Equity warrants | 0 | |
Total financial instruments | 675,011 | 603,079 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Equity securities | 0 | |
Marketable securities | 0 | |
Equity warrants | 0 | |
Total financial instruments | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Equity securities | 0 | |
Marketable securities | 0 | |
Equity warrants | 44,962 | |
Total financial instruments | 44,962 | 0 |
U.S. Treasury securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Treasury securities | 296,781 | |
U.S. Treasury securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Treasury securities | 0 | |
U.S. Treasury securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Treasury securities | 0 | |
Cash | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 278,791 | 401,119 |
Cash | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Cash | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 67,000 | |
Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Commercial paper | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 74,965 | |
Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Commercial paper | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
U.S. Treasury securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 99,436 | 59,995 |
U.S. Treasury securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
U.S. Treasury securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 0 | $ 0 |
Financial Instruments - Summary
Financial Instruments - Summary of Changes in Fair Value of Financial Instruments Using Unobservable Level 3 Inputs (Details) - Warrant - Level 3 - Fair Value, Recurring - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 30, 2022 | Oct. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 0 | $ 0 |
Equity warrants acquired | 44,962 | 0 |
Ending balance | $ 44,962 | $ 0 |
Financial Instruments - Summa_2
Financial Instruments - Summary of Quantitative Information About Level 3 Significant Unobservable Inputs Used in the Fair Value Measurement of the Equity Warrants (Details) - Level 3 $ in Thousands | Oct. 30, 2022 USD ($) |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Equity warrants | $ 44,962 |
Fair Value, Recurring | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Equity warrants | $ 44,962 |
Fair Value, Recurring | Min | Probability of vesting | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Equity warrants, measurement input | 0 |
Fair Value, Recurring | Min | Equity volatility | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Equity warrants, measurement input | 0.35 |
Fair Value, Recurring | Max | Probability of vesting | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Equity warrants, measurement input | 0.99 |
Fair Value, Recurring | Max | Equity volatility | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Equity warrants, measurement input | 0.85 |
Fair Value, Recurring | Weighted Average | Probability of vesting | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Equity warrants, measurement input | 0.87 |
Fair Value, Recurring | Weighted Average | Equity volatility | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Equity warrants, measurement input | 0.80 |
Property and Equipment, net - S
Property and Equipment, net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Oct. 30, 2022 | Jan. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 674,082 | $ 522,033 |
Less: accumulated depreciation and amortization | 207,027 | 154,867 |
Property and equipment, net | 467,055 | 367,166 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 209,402 | 132,727 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 64,574 | 55,164 |
Internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 125,960 | 95,302 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 178,834 | 153,797 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 95,312 | $ 85,043 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Oct. 30, 2022 | Oct. 31, 2021 | Oct. 30, 2022 | Oct. 31, 2021 | Jan. 30, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | $ 16.1 | $ 10 | $ 42.1 | $ 28 | |
Internal-use software | |||||
Property, Plant and Equipment [Line Items] | |||||
Accumulated amortization | 50.1 | 50.1 | $ 35.1 | ||
Amortization expense | $ 6.1 | $ 4 | $ 16 | $ 10.1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - patent | Apr. 11, 2022 | Oct. 08, 2021 | May 14, 2021 | Apr. 19, 2021 | Feb. 15, 2021 |
Loss Contingencies [Line Items] | |||||
Number of patents allegedly infringed | 5 | ||||
Number of patents allegedly infringed, motion to dismiss | 3 | ||||
Number of patents found not infringed | 3 | 1 | |||
Pending litigation | |||||
Loss Contingencies [Line Items] | |||||
Number of patents allegedly infringed | 4 | 4 |
Debt (Details)
Debt (Details) - Line of Credit - Revolving Credit Facility - USD ($) | 9 Months Ended | |
Oct. 30, 2022 | Jan. 30, 2022 | |
Line of Credit Facility [Line Items] | ||
Debt instrument, term | 5 years | |
Aggregate principal balance | $ 500,000,000 | |
Additional aggregate principal increase limit (up to) | $ 300,000,000 | |
Commitment fee, percentage | 0.25% | |
Current borrowing capacity | $ 449,900,000 | |
Outstanding borrowings | $ 0 | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 30, 2022 USD ($) renewalOption | Oct. 31, 2021 USD ($) | Oct. 30, 2022 USD ($) renewalOption | Oct. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Assets acquired in exchange for new operating lease liabilities | $ 90.3 | $ 59.2 | ||
Lease expense | $ 23.7 | $ 20.4 | 68.3 | 59 |
Operating lease payments | $ 58.2 | $ 49.8 | ||
Real Estate | ||||
Lessee, Lease, Description [Line Items] | ||||
Number of renewal options | renewalOption | 3 | 3 | ||
Renewal term | 5 years | 5 years | ||
Real Estate | Min | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term | 5 years | 5 years | ||
Real Estate | Max | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term | 15 years | 15 years | ||
Equipment | Min | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term | 3 years | 3 years | ||
Equipment | Max | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term | 5 years | 5 years |
Leases - Schedule of Lease Asse
Leases - Schedule of Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Oct. 30, 2022 | Jan. 30, 2022 |
Assets | ||
Operating | $ 437,926 | $ 372,693 |
Current | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Operating | $ 24,243 | $ 24,225 |
Non-current | ||
Operating | 485,774 | 410,168 |
Total operating lease liabilities | $ 510,017 | $ 434,393 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Oct. 30, 2022 | Oct. 31, 2021 | Jul. 14, 2022 | |
PRSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of vested awards | $ 61.7 | ||
Cost not yet recognized | $ 8.7 | ||
Weighted average performance period | 1 year 1 month 6 days | ||
Vested in period (in shares) | 2,174,000 | ||
PRSUs | Share-based Payment Arrangement, Employee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested in period (in shares) | 93,309 | 93,309 | |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of vested awards | $ 34.3 | ||
Cost not yet recognized | $ 394.6 | ||
Weighted average performance period | 3 years | ||
Vested in period (in shares) | 871,000 | ||
Common Class A | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock reserved for future issuance (in shares) | 38,600,000 | ||
2022 Omnibus Incentive Plan | Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares allowed for issuance (in shares) | 1,000,000 | ||
2022 Omnibus Incentive Plan | Common Class A | Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares allowed for issuance (in shares) | 40,000,000 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Restricted Stock Unit Activity (Details) shares in Thousands | 9 Months Ended |
Oct. 30, 2022 $ / shares shares | |
PRSUs | |
Number of Shares | |
Balance at beginning of period (in shares) | shares | 6,573 |
Granted (in shares) | shares | 86 |
Vested (in shares) | shares | (2,174) |
Forfeited (in shares) | shares | (300) |
Balance at end of period (in shares) | shares | 4,185 |
Weighted-Average Grant Date Fair Value | |
Balance at beginning of period (in dollars per share) | $ / shares | $ 36.16 |
Granted (in dollars per share) | $ / shares | 43.59 |
Vested (in dollars per share) | $ / shares | 35.94 |
Forfeited (in dollars per share) | $ / shares | 36.02 |
Balance at end of period (in dollars per share) | $ / shares | $ 36.43 |
RSUs | |
Number of Shares | |
Balance at beginning of period (in shares) | shares | 3,207 |
Granted (in shares) | shares | 9,284 |
Vested (in shares) | shares | (871) |
Forfeited (in shares) | shares | (1,263) |
Balance at end of period (in shares) | shares | 10,357 |
Weighted-Average Grant Date Fair Value | |
Balance at beginning of period (in dollars per share) | $ / shares | $ 68.96 |
Granted (in dollars per share) | $ / shares | 41.44 |
Vested (in dollars per share) | $ / shares | 69.65 |
Forfeited (in dollars per share) | $ / shares | 52.94 |
Balance at end of period (in dollars per share) | $ / shares | $ 46.18 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 30, 2022 | Oct. 31, 2021 | Oct. 30, 2022 | Oct. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 45,530 | $ 18,804 | $ 109,701 | $ 63,688 |
PRSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | 2,498 | 5,825 | 10,696 | 29,975 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 43,032 | $ 12,979 | $ 99,005 | $ 33,713 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 30, 2022 | Oct. 31, 2021 | Oct. 30, 2022 | Oct. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Current income tax provision | $ 0 | $ 0 | $ 0 | $ 0 |
Deferred income tax provision | $ 0 | $ 0 | 0 | 0 |
(Payments for) proceeds from tax sharing agreement with related parties | $ (1,040,000) | $ 43,714,000 |
Earnings (Loss) per Share (Deta
Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 30, 2022 | Oct. 31, 2021 | Oct. 30, 2022 | Oct. 31, 2021 | |
Numerator | ||||
Earnings (loss) attributable to common Class A and Class B stockholders | $ 2,311 | $ (32,241) | $ 43,128 | $ (10,208) |
Weighted-average common shares used in computing earnings per share: | ||||
Basic (in shares) | 422,898 | 417,847 | 421,665 | 416,587 |
Effect of dilutive stock-based awards (in shares) | 5,227 | 0 | 5,558 | 0 |
Diluted (in shares) | 428,125 | 417,847 | 427,223 | 416,587 |
Anti-dilutive stock-based awards excluded from diluted common shares (in shares) | 6,008 | 11,679 | 5,069 | 11,679 |
Earnings (loss) per share attributable to common Class A and Class B stockholders: | ||||
Basic (in dollars per share) | $ 0.01 | $ (0.08) | $ 0.10 | $ (0.02) |
Diluted (in dollars per share) | $ 0.01 | $ (0.08) | $ 0.10 | $ (0.02) |
Certain Relationships and Rel_2
Certain Relationships and Related Party Transactions (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Oct. 30, 2022 USD ($) agreement | Oct. 31, 2021 USD ($) | Oct. 30, 2022 USD ($) agreement | Oct. 31, 2021 USD ($) | Jan. 30, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||||
Number of lease agreements not yet released | agreement | 1 | 1 | |||
Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Net sales from management fee | $ 1.8 | $ 3.3 | $ 4.9 | $ 23 | |
Affiliated Entity | PetSmart | |||||
Related Party Transaction [Line Items] | |||||
Payable to PetSmart | $ 0.5 | $ 0.5 | |||
Receivable from PetSmart | $ 2.5 |