Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 29, 2023 | Aug. 30, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jul. 29, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Petco Health and Wellness Company, Inc. | |
Entity Central Index Key | 0001826470 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --02-03 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Class A Common Stock, par value $0.001 per share | |
Trading Symbol | WOOF | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-39878 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-1005932 | |
Entity Address, Address Line One | 10850 Via Frontera | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92127 | |
City Area Code | 858 | |
Local Phone Number | 453-7845 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 229,974,364 | |
Class B-1 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 37,790,781 | |
Class B-2 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 37,790,781 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jul. 29, 2023 | Jan. 28, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 173,014 | $ 201,901 |
Receivables, less allowance for credit losses ($1,164 and $952, respectively) | 66,258 | 49,580 |
Merchandise inventories, net | 675,441 | 652,430 |
Prepaid expenses | 54,880 | 51,274 |
Other current assets | 55,247 | 60,809 |
Total current assets | 1,024,840 | 1,015,994 |
Fixed assets | 2,090,367 | 1,987,560 |
Less accumulated depreciation | (1,270,141) | (1,184,233) |
Fixed assets, net | 820,226 | 803,327 |
Operating lease right-of-use assets | 1,401,834 | 1,397,761 |
Goodwill | 2,196,664 | 2,193,941 |
Trade name | 1,025,000 | 1,025,000 |
Other long-term assets | 193,698 | 176,806 |
Total assets | 6,662,262 | 6,612,829 |
Current liabilities: | ||
Accounts payable and book overdrafts | 477,748 | 381,213 |
Accrued salaries and employee benefits | 90,796 | 89,929 |
Accrued expenses and other liabilities | 219,910 | 217,556 |
Current portion of operating lease liabilities | 281,415 | 309,766 |
Current portion of long-term debt and other lease liabilities | 5,077 | 22,794 |
Total current liabilities | 1,074,946 | 1,021,258 |
Senior secured credit facilities, net, excluding current portion | 1,588,523 | 1,628,331 |
Operating lease liabilities, excluding current portion | 1,159,696 | 1,148,155 |
Deferred taxes, net | 294,094 | 303,121 |
Other long-term liabilities | 130,239 | 130,487 |
Total liabilities | 4,247,498 | 4,231,352 |
Commitments and contingencies (Notes 3 and 7) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value: Authorized - 25.0 million shares; Issued and outstanding - none | ||
Additional paid-in-capital | 2,196,235 | 2,152,342 |
Retained earnings | 216,470 | 232,967 |
Accumulated other comprehensive income (loss) | 1,791 | (4,098) |
Total stockholders’ equity | 2,414,764 | 2,381,477 |
Total liabilities and stockholders' equity | 6,662,262 | 6,612,829 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock value | 230 | 228 |
Class B-1 Common Stock | ||
Stockholders' equity: | ||
Common stock value | 38 | 38 |
Class B-2 Common Stock | ||
Stockholders' equity: | ||
Common stock value |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jul. 29, 2023 | Jan. 28, 2023 |
Allowance for credit loss, current | $ 1,164 | $ 952 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares, issued | 229,800,000 | 228,300,000 |
Common stock, shares, outstanding | 229,800,000 | 228,300,000 |
Class B-1 Common Stock | ||
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares, issued | 37,800,000 | 37,800,000 |
Common stock, shares, outstanding | 37,800,000 | 37,800,000 |
Class B-2 Common Stock | ||
Common stock, par value per share | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares, issued | 37,800,000 | 37,800,000 |
Common stock, shares, outstanding | 37,800,000 | 37,800,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 29, 2023 | Jul. 30, 2022 | Jul. 29, 2023 | Jul. 30, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,530,734 | $ 1,480,797 | $ 3,086,642 | $ 2,956,788 |
Cost of sales | 937,730 | 886,320 | 1,889,156 | 1,754,637 |
Gross profit | 593,004 | 594,477 | 1,197,486 | 1,202,151 |
Selling, general and administrative expenses | 568,967 | 544,472 | 1,145,832 | 1,102,207 |
Operating income | 24,037 | 50,005 | 51,654 | 99,944 |
Interest income | (764) | (137) | (1,940) | (157) |
Interest expense | 37,493 | 21,820 | 74,694 | 41,454 |
Loss on partial extinguishment of debt | 305 | 746 | ||
Other non-operating (income) loss | (1,795) | 10,259 | (4,614) | 9,945 |
(Loss) income before income taxes and income from equity method investees | (11,202) | 18,063 | (17,232) | 48,702 |
Income tax expense | 6,732 | 6,638 | 5,724 | 16,638 |
Income from equity method investees | (3,328) | (2,031) | (6,458) | (5,194) |
Net (loss) income | (14,606) | 13,456 | (16,498) | 37,258 |
Net loss attributable to noncontrolling interest | (891) | |||
Net (loss) income attributable to Class A and B-1 common stockholders | $ (14,606) | $ 13,456 | $ (16,498) | $ 38,149 |
Net (loss) income per Class A and B-1 common share: | ||||
Basic | $ (0.05) | $ 0.05 | $ (0.06) | $ 0.14 |
Diluted | $ (0.05) | $ 0.05 | $ (0.06) | $ 0.14 |
Weighted average shares used in computing net (loss) income per Class A and B-1 common share: | ||||
Basic | 267,163 | 265,431 | 266,824 | 265,241 |
Diluted | 267,163 | 265,835 | 266,824 | 265,777 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 29, 2023 | Jul. 30, 2022 | Jul. 29, 2023 | Jul. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (14,606) | $ 13,456 | $ (16,498) | $ 37,258 |
Net loss attributable to noncontrolling interest | (891) | |||
Net (loss) income attributable to Class A and B-1 common stockholders | (14,606) | 13,456 | (16,498) | 38,149 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustment | 1,107 | (775) | 2,164 | (2,373) |
Unrealized gain on derivatives | 3,915 | 2,931 | ||
Losses on derivatives reclassified to income | 361 | 794 | ||
Total other comprehensive income (loss), net of tax | 5,383 | (775) | 5,889 | (2,373) |
Comprehensive (loss) income | (9,223) | 12,681 | (10,609) | 34,885 |
Comprehensive loss attributable to noncontrolling interest | (891) | |||
Comprehensive (loss) income attributable to Class A and B-1 common stockholders | $ (9,223) | $ 12,681 | $ (10,609) | $ 35,776 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Common Stock Class A Common Stock | Common Stock Class B-1 Common Stock | Common Stock Class B-2 Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Total Stockholders'/Members' Equity | Noncontrolling Interest |
Beginning Balance at Jan. 29, 2022 | $ 2,255,819 | $ 265 | $ 2,133,821 | $ 142,166 | $ (2,238) | $ 2,274,014 | $ (18,195) | |||
Beginning Balance (in shares) at Jan. 29, 2022 | 227,187 | 37,791 | 37,791 | |||||||
Equity-based compensation expense (Note 6) | 12,055 | 12,055 | 12,055 | |||||||
Net (loss) income | 23,802 | 24,693 | 24,693 | (891) | ||||||
Foreign currency translation adjustment, net of tax | (1,598) | (1,598) | (1,598) | |||||||
Issuance of common stock, net of tax withholdings | (2,371) | (2,371) | (2,371) | |||||||
Issuance of common stock, net of tax withholdings (in shares) | 291 | |||||||||
Ending Balance at Apr. 30, 2022 | 2,287,707 | 265 | 2,143,505 | 166,859 | (3,836) | 2,306,793 | (19,086) | |||
Ending Balance (in shares) at Apr. 30, 2022 | 227,478 | 37,791 | 37,791 | |||||||
Beginning Balance at Jan. 29, 2022 | 2,255,819 | 265 | 2,133,821 | 142,166 | (2,238) | 2,274,014 | (18,195) | |||
Beginning Balance (in shares) at Jan. 29, 2022 | 227,187 | 37,791 | 37,791 | |||||||
Net (loss) income | 37,258 | |||||||||
Ending Balance at Jul. 30, 2022 | 2,279,146 | 266 | 2,103,176 | 180,315 | (4,611) | 2,279,146 | ||||
Ending Balance (in shares) at Jul. 30, 2022 | 227,909 | 37,791 | 37,791 | |||||||
Beginning Balance at Jan. 29, 2022 | 2,255,819 | 265 | 2,133,821 | 142,166 | (2,238) | 2,274,014 | (18,195) | |||
Beginning Balance (in shares) at Jan. 29, 2022 | 227,187 | 37,791 | 37,791 | |||||||
Ending Balance at Jan. 28, 2023 | 2,381,477 | 266 | 2,152,342 | 232,967 | (4,098) | 2,381,477 | ||||
Ending Balance (in shares) at Jan. 28, 2023 | 228,338 | 37,791 | 37,791 | |||||||
Beginning Balance at Apr. 30, 2022 | 2,287,707 | 265 | 2,143,505 | 166,859 | (3,836) | 2,306,793 | (19,086) | |||
Beginning Balance (in shares) at Apr. 30, 2022 | 227,478 | 37,791 | 37,791 | |||||||
Equity-based compensation expense (Note 6) | 13,422 | 13,422 | 13,422 | |||||||
Net (loss) income | 13,456 | 13,456 | 13,456 | |||||||
Foreign currency translation adjustment, net of tax | (775) | (775) | (775) | |||||||
Investment in veterinary joint venture | (35,000) | (54,086) | (54,086) | $ 19,086 | ||||||
Issuance of common stock, net of tax withholdings | 336 | 1 | 335 | 336 | ||||||
Issuance of common stock, net of tax withholdings (in shares) | 431 | |||||||||
Ending Balance at Jul. 30, 2022 | 2,279,146 | 266 | 2,103,176 | 180,315 | (4,611) | 2,279,146 | ||||
Ending Balance (in shares) at Jul. 30, 2022 | 227,909 | 37,791 | 37,791 | |||||||
Beginning Balance at Jan. 28, 2023 | 2,381,477 | 266 | 2,152,342 | 232,967 | (4,098) | 2,381,477 | ||||
Beginning Balance (in shares) at Jan. 28, 2023 | 228,338 | 37,791 | 37,791 | |||||||
Equity-based compensation expense (Note 6) | 22,282 | 22,282 | 22,282 | |||||||
Net (loss) income | (1,892) | (1,892) | (1,892) | |||||||
Foreign currency translation adjustment, net of tax | 1,057 | 1,057 | 1,057 | |||||||
Unrealized loss on derivatives (Note 4), net of tax | (984) | (984) | (984) | |||||||
Losses on derivatives reclassified to income (Note 4), net of tax | 433 | 433 | 433 | |||||||
Issuance of common stock, net of tax withholdings | (1,253) | 1 | (1,254) | (1,253) | ||||||
Issuance of common stock, net of tax withholdings (in shares) | 727 | |||||||||
Ending Balance at Apr. 29, 2023 | 2,401,120 | 267 | 2,173,370 | 231,075 | (3,592) | 2,401,120 | ||||
Ending Balance (in shares) at Apr. 29, 2023 | 229,065 | 37,791 | 37,791 | |||||||
Beginning Balance at Jan. 28, 2023 | 2,381,477 | 266 | 2,152,342 | 232,967 | (4,098) | 2,381,477 | ||||
Beginning Balance (in shares) at Jan. 28, 2023 | 228,338 | 37,791 | 37,791 | |||||||
Net (loss) income | (16,498) | |||||||||
Unrealized loss on derivatives (Note 4), net of tax | 2,931 | |||||||||
Losses on derivatives reclassified to income (Note 4), net of tax | 794 | |||||||||
Ending Balance at Jul. 29, 2023 | 2,414,764 | 268 | 2,196,235 | 216,470 | 1,791 | 2,414,764 | ||||
Ending Balance (in shares) at Jul. 29, 2023 | 229,826 | 37,791 | 37,791 | |||||||
Beginning Balance at Apr. 29, 2023 | 2,401,120 | 267 | 2,173,370 | 231,075 | (3,592) | 2,401,120 | ||||
Beginning Balance (in shares) at Apr. 29, 2023 | 229,065 | 37,791 | 37,791 | |||||||
Equity-based compensation expense (Note 6) | 24,322 | 24,322 | 24,322 | |||||||
Net (loss) income | (14,606) | (14,606) | (14,606) | |||||||
Foreign currency translation adjustment, net of tax | 1,107 | 1,107 | 1,107 | |||||||
Unrealized loss on derivatives (Note 4), net of tax | 3,915 | 3,915 | 3,915 | |||||||
Losses on derivatives reclassified to income (Note 4), net of tax | 361 | 361 | 361 | |||||||
Issuance of common stock, net of tax withholdings | (1,456) | 1 | (1,457) | (1,456) | ||||||
Issuance of common stock, net of tax withholdings (in shares) | 761 | |||||||||
Ending Balance at Jul. 29, 2023 | $ 2,414,764 | $ 268 | $ 2,196,235 | $ 216,470 | $ 1,791 | $ 2,414,764 | ||||
Ending Balance (in shares) at Jul. 29, 2023 | 229,826 | 37,791 | 37,791 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 29, 2023 | Jul. 30, 2022 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (16,498) | $ 37,258 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 97,919 | 95,570 |
Amortization of debt discounts and issuance costs | 2,446 | 2,456 |
Provision for deferred taxes | (11,002) | 9,216 |
Equity-based compensation | 46,248 | 25,117 |
Impairments, write-offs and losses on sale of fixed and other assets | 1,035 | 1,369 |
Loss on partial extinguishment of debt | 746 | |
Amounts reclassified out of accumulated other comprehensive income (loss) | 1,055 | |
Income from equity method investees | (6,458) | (5,194) |
Non-cash operating lease costs | 211,576 | 210,946 |
Other non-operating (income) loss | (4,614) | 9,945 |
Changes in assets and liabilities: | ||
Receivables | (16,679) | 10,856 |
Merchandise inventories | (23,011) | (48,225) |
Prepaid expenses and other assets | (14,237) | (21,932) |
Accounts payable and book overdrafts | 97,062 | 12,626 |
Accrued salaries and employee benefits | 1,221 | (37,345) |
Accrued expenses and other liabilities | (1,238) | 5,148 |
Operating lease liabilities | (232,518) | (205,884) |
Other long-term liabilities | 1,212 | (1,839) |
Net cash provided by operating activities | 134,265 | 100,088 |
Cash flows from investing activities: | ||
Cash paid for fixed assets | (114,023) | (136,190) |
Cash paid for acquisitions, net of cash acquired | (2,040) | (2,888) |
Cash paid for interest in veterinary joint venture | (35,000) | |
Proceeds from investment | 10,248 | |
Proceeds from sale of assets | 2,127 | |
Net cash used in investing activities | (105,815) | (171,951) |
Cash flows from financing activities: | ||
Borrowings under long-term debt agreements | 4,000 | |
Repayments of long-term debt | (60,000) | (12,500) |
Payments for finance lease liabilities | (3,349) | (2,964) |
Proceeds from employee stock purchase plan and stock option exercises | 2,454 | 2,591 |
Tax withholdings on stock-based awards | (4,873) | (13,461) |
Net cash used in financing activities | (65,768) | (22,334) |
Net decrease in cash, cash equivalents and restricted cash | (37,318) | (94,197) |
Cash, cash equivalents and restricted cash at beginning of period | 213,727 | 221,890 |
Cash, cash equivalents and restricted cash at end of period | 176,409 | 127,693 |
Supplemental cash flow disclosures: | ||
Interest paid, net | 72,005 | 35,631 |
Capitalized interest | 371 | |
Income taxes paid | 27,423 | 5,461 |
Supplemental non-cash investing and financing activities disclosure: | ||
Accounts payable and accrued expenses for capital expenditures | $ 30,336 | $ 41,343 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 29, 2023 | Jul. 30, 2022 | Jul. 29, 2023 | Jul. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (14,606) | $ 13,456 | $ (16,498) | $ 38,149 |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jul. 29, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 29, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1 . Summary of Significant Accounting Policies Basis of Presentation Petco Health and Wellness Company, Inc. (together with its consolidated subsidiaries, the “Company”) is a category-defining health and wellness company focused on improving the lives of pets, pet parents, and its own partners. The Company manages its business as one reportable operating segment. In the opinion of management, the accompanying consolidated financial statements contain all adjustments necessary for a fair presentation as prescribed by accounting principles generally accepted in the United States (“GAAP”). All adjustments were comprised of normal recurring adjustments, except as noted in these Notes to Consolidated Financial Statements. There have been no significant changes from the significant accounting policies disclosed in Note 1 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023. The accompanying consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Interim financial results are not necessarily indicative of results anticipated for the full year. The accompanying consolidated financial statements and these Notes to Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023 , from which the prior year balance sheet information herein was derived. Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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 periods. These estimates are based on information that is currently available and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could vary from those estimates under different assumptions or conditions. Veterinary Joint Venture The Company previously held a 50 % investment in a joint venture with a domestic partner to build and operate veterinary clinics in Petco locations. The joint venture was a variable interest entity for which the Company was the primary beneficiary, and accordingly, the joint venture’s results of operations and statements of financial position are included in the Company’s consolidated financial statements. In May 2022, the Company completed the purchase of the remaining 50 % of the issued and outstanding membership interests of the joint venture, which is now a wholly owned subsidiary of the Company, for cash consideration of $ 35.0 million. Direct transaction costs related to this purchase were not material. Derivative Instruments In November 2022, the Company entered into a series of interest rate cap agreements to limit the maximum interest on a portion of the Company’s variable-rate debt and decrease its exposure to interest rate variability relating to the three-month Secured Overnight Financing Rate as published by CME Group ("Term SOFR"). The interest rate caps became effective December 30, 2022 and expire on December 31, 2024. The interest rate caps are accounted for as cash flow hedges, and changes in the fair value of the interest rate caps are reported as a component of accumulated other comprehensive income (loss) ("AOCI"). In March 2023, the Company entered into an interest rate collar agreement to limit the maximum interest on a portion of the Company’s variable-rate debt and decrease its exposure to interest rate variability relating to three-month Term SOFR. The interest rate collar became effective March 31, 2023 and expires on March 31, 2026. The interest rate collar is accounted for as a cash flow hedge, and changes in the fair value of the interest rate collar are reported as a component of AOCI. In June 2023, the Company entered into an interest rate collar agreement to limit the maximum interest on a portion of the Company’s variable-rate debt and decrease its exposure to interest rate variability relating to three-month Term SOFR. The interest rate collar becomes effective September 30, 2023 and expires on December 31, 2026. The interest rate collar is accounted for as a cash flow hedge, and changes in the fair value of the interest rate collar are reported as a component of AOCI. Cash and Cash Equivalents The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets to the total amounts reported in the consolidated statements of cash flows (in thousands): July 29, January 28, Cash and cash equivalents $ 173,014 $ 201,901 Restricted cash included in other current assets 3,395 11,826 Total cash, cash equivalents and restricted cash in $ 176,409 $ 213,727 |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jul. 29, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 2. Revenue Recognition Net sales by product type and services were as follows (in thousands): Thirteen weeks ended Twenty-six weeks ended July 29, July 30, July 29, July 30, Consumables $ 734,077 $ 687,068 $ 1,497,128 $ 1,372,998 Supplies and companion animals 544,521 600,711 1,098,066 1,199,890 Services and other 252,136 193,018 491,448 383,900 Net sales $ 1,530,734 $ 1,480,797 $ 3,086,642 $ 2,956,788 |
Senior Secured Credit Facilitie
Senior Secured Credit Facilities | 6 Months Ended |
Jul. 29, 2023 | |
Debt Disclosure [Abstract] | |
Senior Secured Credit Facilities | 3 . Senior Secured Credit Facilities On March 4, 2021 , the Company entered into a $ 1,700.0 million secured term loan facility maturing on March 4, 2028 (the “First Lien Term Loan”) and a secured asset-based revolving credit facility with availability of up to $ 500.0 million, subject to a borrowing base, maturing on March 4, 2026 (the “ABL Revolving Credit Facility”). As of July 29, 2023 , the Company was in compliance with its covenants under the First Lien Term Loan and the ABL Revolving Credit Facility. Term Loan Facilities On December 12, 2022, the Company amended the First Lien Term Loan to replace the LIBOR-based rate with a SOFR-based rate as the interest rate benchmark. Interest on the First Lien Term Loan is based on, at the Company’s option, either a base rate or Term SOFR plus the credit spread adjustment recommended by the Alternative Reference Rates Committee ("Adjusted Term SOFR"), subject to a 0.75 % floor, payable upon maturity of the SOFR contract, in either case plus the applicable rate. The base rate is the greater of the bank prime rate, federal funds effective rate plus 0.5 % or Adjusted Term SOFR plus 1.0 %. The applicable rate is 2.25 % per annum for a base rate loan or 3.25 % per annum for an Adjusted Term SOFR loan. Principal and interest payments commenced on June 30, 2021. Principal payments are normally $ 4.25 million quarterly. The Company voluntarily prepaid $ 35.0 million and $ 25.0 million of the First Lien Term Loan using existing cash on hand in March 2023 and May 2023, respectively. The repayments were applied to the remaining principal payments in order of scheduled payment date and, as a result, the entire remaining balance was included in senior secured credit facilities, net, excluding current portion in the consolidated balance sheets as of July 29, 2023 . The Company accounted for the repayments as partial extinguishments and recognized losses on debt extinguishment of $ 0.3 million and $ 0.7 million during the thirteen and twenty-six week periods ended July 29, 2023, respectively. In August 2023, the Company repaid $ 15.0 million on the First Lien Term Loan using existing cash on hand. The repayment was applied to remaining principal payments in order of scheduled payment date. As of July 29, 2023, the outstanding principal balance of the First Lien Term Loan was $ 1,610.3 million ($ 1,591.5 million, net of the unamortized discount and debt issuance costs). As of January 28, 2023, the outstanding principal balance of the First Lien Term Loan was $ 1,670.3 million ($ 1,648.9 million, net of the unamortized discount and debt issuance costs). The weighted average interest rate on the borrowings outstanding was 8.9 % and 8.2 % as of July 29, 2023 and January 28, 2023, respectively. Debt issuance costs are being amortized over the contractual term to interest expense using the effective interest rate in effect at issuance. As of July 29, 2023 and January 28, 2023, the estimated fair value of the First Lien Term Loan was approximately $ 1,604.3 million and $ 1,649.4 million, respectively, based upon Level 2 fair value hierarchy inputs. Revolving Credit Facilities As of July 29, 2023 and January 28, 2023 , no amounts were outstanding under the ABL Revolving Credit Facility. As of July 29, 2023, $ 446.4 million was available under the ABL Revolving Credit Facility, which is net of $ 53.6 million of outstanding letters of credit issued in the normal course of business and no borrowing base reduction for a shortfall in qualifying assets. As of July 29, 2023 and January 28, 2023, unamortized debt issuance costs of $ 3.0 million and $ 3.6 million, respectively, relating to the ABL Revolving Credit Facility were outstanding and were being amortized using the straight-line method over the remaining term of the agreement. The ABL Revolving Credit Facility has availability up to $ 500.0 million and a $ 150.0 million letter of credit sub-facility. The availability is limited to a borrowing base, which allows borrowings of up to 90 % of eligible accounts receivable plus 90 % of the net orderly liquidation value of eligible inventory plus up to $ 50.0 million of qualified cash of the Company to which the Company and guarantors have no access, less reserves as determined by the administrative agent. Letters of credit reduce the amount available to borrow under the ABL Revolving Credit Facility by their face value. On December 12, 2022, the Company amended the ABL Revolving Credit Facility to replace the LIBOR-based rate with a SOFR-based rate as the interest rate benchmark. Interest on the ABL Revolving Credit Facility is based on, at the Company’s option, either the base rate or Adjusted Term SOFR subject to a floor of 0 %, in either case, plus an applicable margin. The applicable margin is currently equal to 25 basis points in the case of base rate loans and 125 basis points in the case of Adjusted Term SOFR loans. The applicable margin is adjusted quarterly based on the average historical excess availability as a percentage of the Line Cap, which represents the lesser of the aggregate ABL Revolving Credit Facility and the borrowing base, as follows: Average Historical Excess Availability Applicable Applicable Less than 33.3 % of the Line Cap 1.75 % 0.75 % Less than 66.7 % but greater than or equal to 33.3 % of 1.50 % 0.50 % Greater than or equal to 66.7 % of the Line Cap 1.25 % 0.25 % The ABL Revolving Credit Facility is subject to an unused commitment fee. If the actual daily utilized portion exceeds 50%, the unused commitment fee is 0.25 %. Otherwise, the unused commitment fee is 0.375 % and is not dependent upon excess availability. |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jul. 29, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 4 . Derivative Instruments The interest rate caps and collars are accounted for as cash flow hedges because they are expected to be highly effective in hedging variable rate interest payments. Changes in the fair value of the cash flow hedges are reported as a component of AOCI. As of July 29, 2023, AOCI included unrealized gains of $ 2.2 million ($ 1.7 million, net of tax). Approximately $ 0.5 million and $ 1.1 million of pre-tax losses deferred in AOCI were reclassified to interest expense during the thirteen and twenty-six week periods ended July 29, 2023, respectively. As of January 28, 2023 , AOCI included unrealized losses of $ 2.7 million ($ 2.1 million, net of tax). The Company currently estimates that $ 3.2 million of losses related to trade date costs on its cash flow hedges that are currently deferred in AOCI will be reclassified to interest expense in the consolidated statement of operations within the next twelve months. This estimate could vary based on actual amounts as a result of changes in market conditions. The cash flow hedges are reflected in the Company’s consolidated balance sheets as follows (in thousands): Assets (Liabilities) Balance sheet location July 29, January 28, Current asset portion of cash flow hedges Other current assets $ 4,402 $ — Non-current asset portion of cash flow Other long-term assets 1,003 — Current liability portion of cash flow Accrued expenses and other — ( 1,176 ) Non-current liability portion of cash flow Other long-term liabilities ( 1,594 ) ( 1,717 ) Total cash flow hedges $ 3,811 $ ( 2,893 ) |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 29, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5 . Fair Value Measurements Assets and Liabilities Measured on a Recurring Basis The following table presents information about assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value (in thousands): July 29, 2023 Level 1 Level 2 Level 3 Assets (liabilities): Money market mutual funds $ 118,915 $ — $ — Investments of officers' life insurance $ — $ 14,281 $ — Non-qualified deferred compensation plan $ — $ ( 20,200 ) $ — Interest related to Rover Group, Inc. $ — $ — $ 14,518 January 28, 2023 Level 1 Level 2 Level 3 Assets (liabilities): Money market mutual funds $ 156,626 $ — $ — Investments of officers' life insurance $ — $ 13,112 $ — Non-qualified deferred compensation plan $ — $ ( 18,464 ) $ — Investment in Rover Group, Inc. $ 20,152 $ — $ — The fair value of money market mutual funds is based on quoted market prices, such as quoted net asset values published by the fund as supported in an active market. Money market mutual funds included in the Company’s cash and cash equivalents were $ 117.0 million and $ 145.5 million as of July 29, 2023 and January 28, 2023, respectively. Also included in the Company’s money market mutual funds balances were $ 1.9 million and $ 11.1 million as of July 29, 2023 and January 28, 2023, respectively, which relate to the Company’s restricted cash, and are included in other current assets in the consolidated balance sheets. The Company maintains a deferred compensation plan for key executives and other members of management, which is funded by investments in officers’ life insurance. The fair value of this obligation is based on participants’ elected investments, which reflect the closing market prices of similar assets. In April 2023, the Company sold its interest in Rover Group, Inc. Class A common stock to a buyer at a price determined based on the daily volume weighted average price, in addition to a premium, over an agreed upon period. The cash proceeds were received throughout fiscal 2023, with the final payment being received in August 2023. The Company's interest in the unsettled cash proceeds were remeasured at fair value at each reporting period, and the resulting gains or losses were included in other non-operating income in the consolidated statements of operations. Assets Measured on a Non-Recurring Basis The Company’s non-financial assets, which primarily consist of goodwill, other intangible assets, fixed assets and equity and other investments, are reported at carrying value, or at fair value as of the date of the Company’s acquisition of Petco Holdings, Inc. LLC on January 26, 2016, and are not required to be measured at fair value on a recurring basis. However, on a periodic basis (at least annually for goodwill and indefinite-lived intangibles or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable), non-financial assets are assessed for impairment. If impaired, the carrying values of the assets are written down to fair value using Level 3 inputs. There were no triggering events identified and no indication of impairment of the Company’s goodwill, indefinite-lived trade name, other intangible assets or equity and other investments during the thirteen or twenty-six week periods ended July 29, 2023 and July 30, 2022. During the thirteen and twenty-six week periods ended July 29, 2023, the Company recorded fixed asset and right-of-use asset impairment charges of $ 0.9 million and $ 1.1 million, respectively. During the thirteen and twenty-six week periods ended July 30, 2022, the Company recorded fixed asset and right-of-use asset impairment charges of $ 0.2 million and $ 1.0 million, respectively. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jul. 29, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 6 . Stockholders’ Equity Equity-Based Compensation Equity-based compensation awards under the Company’s current equity incentive plan (the “2021 Equity Incentive Plan”) include restricted stock units (“RSUs,” which include performance-based stock units), restricted stock awards (“RSAs”), non-qualified stock options, and other equity compensation awards. The Company also has an employee stock purchase plan (“ESPP”). The Company’s controlling parent, Scooby LP, also maintains an incentive plan (the “2016 Incentive Plan”) under which it has awarded partnership unit awards to certain current and former employees, consultants, and non-employee directors of the Company that are restricted profit interests in Scooby LP subject to a distribution threshold (“Series C Units”). The following table summarizes the Company’s equity-based compensation expense by award type (in thousands): Thirteen weeks ended Twenty-six weeks ended July 29, July 30, July 29, July 30, RSUs and RSAs $ 16,778 $ 8,690 $ 31,274 $ 15,157 Options 4,917 2,038 10,002 3,846 ESPP 423 315 854 612 Other awards 2,001 1,852 4,118 5,502 Total equity-based compensation expense $ 24,119 $ 12,895 $ 46,248 $ 25,117 Activity under the 2021 Equity Incentive Plan was as follows (shares and dollars in thousands): RSUs and RSAs Options Nonvested/outstanding, January 28, 2023 7,802 7,814 Granted 7,343 — Vested and delivered/exercised ( 2,059 ) — Forfeited/expired ( 634 ) ( 67 ) Nonvested/outstanding, July 29, 2023 12,452 7,747 Unrecognized compensation expense as of July 29, 2023 $ 118,638 $ 21,873 Weighted average remaining expense period as of July 29, 2023 2.1 years 1.3 years RSA activity has not been material and relates to an RSA of Class A common stock granted to an executive in March 2021. For this grant, 50 % of the RSA vested on each of the first two anniversaries of the grant date. Unvested RSAs were not considered participating securities for earnings per share purposes, as any related dividends were forfeitable. The ESPP allows eligible employees to contribute up to 15 % of their base earnings towards purchases of Class A common stock, subject to an annual maximum. The purchase price will be 85 % of the lower of (i) the fair market value of the stock on the associated lookback date and (ii) the fair market value of the stock on the last day of the related purchase period. Series C Unit activity under the 2016 Incentive Plan was as follows (in thousands): Units Outstanding, January 28, 2023 201,359 Granted — Forfeited ( 847 ) Outstanding, July 29, 2023 200,512 Vested, July 29, 2023 172,814 No additional Series C Units have been or will be awarded following the Company’s initial public offering. As of July 29, 2023, unrecognized compensation expense related to the unvested portion of Scooby LP’s Series C Units was $ 6.1 million, which is expected to be recognized over a weighted average period of 1.1 years. In addition to acceleration upon a change in control, a portion of grantees’ Series C Units may vest upon certain levels of direct or indirect sales by Scooby LP of the Company’s Class A common stock, and all unvested Series C Units will fully accelerate in the event Scooby LP sells 90 % of its direct or indirect holdings of the Company’s Class A common stock. (Loss) Income Per Share Potentially dilutive securities include potential Class A common shares related to outstanding stock options, unvested RSUs and RSAs, and the ESPP, calculated using the treasury stock method. The calculation of diluted shares outstanding excludes securities where the combination of the exercise or purchase price (in the case of options and the ESPP) and the associated unrecognized compensation expense is greater than the average market price of Class A common shares because the inclusion of these securities would be anti-dilutive. All outstanding equity awards were excluded from the calculation of diluted loss per Class A and B-1 common share in the twenty-six weeks ended July 29, 2023, as their effect would be antidilutive in a net loss period . There were approximately 5.3 million potential shares that were anti-dilutive and excluded from the computation of diluted shares outstanding during the twenty-six weeks ended July 30, 2022 . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 29, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7 . Commitments and Contingencies The Company is involved in legal proceedings and is subject to other claims and litigation arising in the ordinary course of its business. The Company has made accruals with respect to certain of these matters, where appropriate, which are reflected in the Company’s consolidated financial statements but are not, individually or in the aggregate, considered material. For other matters, the Company has not made accruals because management has not yet determined that a loss is probable or because the amount of loss cannot be reasonably estimated. While the ultimate outcome of the matters cannot be determined, the Company currently does not expect that these matters will have a material adverse effect on its consolidated financial statements. The outcome of any litigation is inherently uncertain, however, and if decided adversely to the Company, or if the Company determines that settlement of particular litigation is appropriate, the Company may be subject to liability that could have a material adverse effect on its consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 29, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Petco Health and Wellness Company, Inc. (together with its consolidated subsidiaries, the “Company”) is a category-defining health and wellness company focused on improving the lives of pets, pet parents, and its own partners. The Company manages its business as one reportable operating segment. In the opinion of management, the accompanying consolidated financial statements contain all adjustments necessary for a fair presentation as prescribed by accounting principles generally accepted in the United States (“GAAP”). All adjustments were comprised of normal recurring adjustments, except as noted in these Notes to Consolidated Financial Statements. There have been no significant changes from the significant accounting policies disclosed in Note 1 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023. The accompanying consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Interim financial results are not necessarily indicative of results anticipated for the full year. The accompanying consolidated financial statements and these Notes to Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023 , from which the prior year balance sheet information herein was derived. |
Use of Estimates | Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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 periods. These estimates are based on information that is currently available and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could vary from those estimates under different assumptions or conditions. |
Veterinary Joint Venture | Veterinary Joint Venture The Company previously held a 50 % investment in a joint venture with a domestic partner to build and operate veterinary clinics in Petco locations. The joint venture was a variable interest entity for which the Company was the primary beneficiary, and accordingly, the joint venture’s results of operations and statements of financial position are included in the Company’s consolidated financial statements. In May 2022, the Company completed the purchase of the remaining 50 % of the issued and outstanding membership interests of the joint venture, which is now a wholly owned subsidiary of the Company, for cash consideration of $ 35.0 million. Direct transaction costs related to this purchase were not material. |
Derivative Instruments | Derivative Instruments In November 2022, the Company entered into a series of interest rate cap agreements to limit the maximum interest on a portion of the Company’s variable-rate debt and decrease its exposure to interest rate variability relating to the three-month Secured Overnight Financing Rate as published by CME Group ("Term SOFR"). The interest rate caps became effective December 30, 2022 and expire on December 31, 2024. The interest rate caps are accounted for as cash flow hedges, and changes in the fair value of the interest rate caps are reported as a component of accumulated other comprehensive income (loss) ("AOCI"). In March 2023, the Company entered into an interest rate collar agreement to limit the maximum interest on a portion of the Company’s variable-rate debt and decrease its exposure to interest rate variability relating to three-month Term SOFR. The interest rate collar became effective March 31, 2023 and expires on March 31, 2026. The interest rate collar is accounted for as a cash flow hedge, and changes in the fair value of the interest rate collar are reported as a component of AOCI. In June 2023, the Company entered into an interest rate collar agreement to limit the maximum interest on a portion of the Company’s variable-rate debt and decrease its exposure to interest rate variability relating to three-month Term SOFR. The interest rate collar becomes effective September 30, 2023 and expires on December 31, 2026. The interest rate collar is accounted for as a cash flow hedge, and changes in the fair value of the interest rate collar are reported as a component of AOCI. |
Cash and Cash Equivalents | Cash and Cash Equivalents The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets to the total amounts reported in the consolidated statements of cash flows (in thousands): July 29, January 28, Cash and cash equivalents $ 173,014 $ 201,901 Restricted cash included in other current assets 3,395 11,826 Total cash, cash equivalents and restricted cash in $ 176,409 $ 213,727 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jul. 29, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets to the total amounts reported in the consolidated statements of cash flows (in thousands): July 29, January 28, Cash and cash equivalents $ 173,014 $ 201,901 Restricted cash included in other current assets 3,395 11,826 Total cash, cash equivalents and restricted cash in $ 176,409 $ 213,727 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jul. 29, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Net Sales by Product Type and Services | Net sales by product type and services were as follows (in thousands): Thirteen weeks ended Twenty-six weeks ended July 29, July 30, July 29, July 30, Consumables $ 734,077 $ 687,068 $ 1,497,128 $ 1,372,998 Supplies and companion animals 544,521 600,711 1,098,066 1,199,890 Services and other 252,136 193,018 491,448 383,900 Net sales $ 1,530,734 $ 1,480,797 $ 3,086,642 $ 2,956,788 |
Senior Secured Credit Facilit_2
Senior Secured Credit Facilities (Tables) | 6 Months Ended |
Jul. 29, 2023 | |
Debt Disclosure [Abstract] | |
Applicable Margin for Adjusted LIBOR Loans and Base Rate Loans based on Average Historical Excess Availability | The applicable margin is adjusted quarterly based on the average historical excess availability as a percentage of the Line Cap, which represents the lesser of the aggregate ABL Revolving Credit Facility and the borrowing base, as follows: Average Historical Excess Availability Applicable Applicable Less than 33.3 % of the Line Cap 1.75 % 0.75 % Less than 66.7 % but greater than or equal to 33.3 % of 1.50 % 0.50 % Greater than or equal to 66.7 % of the Line Cap 1.25 % 0.25 % |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jul. 29, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Cash Flow Hedges Reflected in Consolidated Balance Sheets | The cash flow hedges are reflected in the Company’s consolidated balance sheets as follows (in thousands): Assets (Liabilities) Balance sheet location July 29, January 28, Current asset portion of cash flow hedges Other current assets $ 4,402 $ — Non-current asset portion of cash flow Other long-term assets 1,003 — Current liability portion of cash flow Accrued expenses and other — ( 1,176 ) Non-current liability portion of cash flow Other long-term liabilities ( 1,594 ) ( 1,717 ) Total cash flow hedges $ 3,811 $ ( 2,893 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 29, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value (in thousands): July 29, 2023 Level 1 Level 2 Level 3 Assets (liabilities): Money market mutual funds $ 118,915 $ — $ — Investments of officers' life insurance $ — $ 14,281 $ — Non-qualified deferred compensation plan $ — $ ( 20,200 ) $ — Interest related to Rover Group, Inc. $ — $ — $ 14,518 January 28, 2023 Level 1 Level 2 Level 3 Assets (liabilities): Money market mutual funds $ 156,626 $ — $ — Investments of officers' life insurance $ — $ 13,112 $ — Non-qualified deferred compensation plan $ — $ ( 18,464 ) $ — Investment in Rover Group, Inc. $ 20,152 $ — $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jul. 29, 2023 | |
Stockholders' Equity Note [Abstract] | |
Summary of Equity-based Compensation Expense by Award Type | The following table summarizes the Company’s equity-based compensation expense by award type (in thousands): Thirteen weeks ended Twenty-six weeks ended July 29, July 30, July 29, July 30, RSUs and RSAs $ 16,778 $ 8,690 $ 31,274 $ 15,157 Options 4,917 2,038 10,002 3,846 ESPP 423 315 854 612 Other awards 2,001 1,852 4,118 5,502 Total equity-based compensation expense $ 24,119 $ 12,895 $ 46,248 $ 25,117 |
Schedule of Nonvested Share Activity | Activity under the 2021 Equity Incentive Plan was as follows (shares and dollars in thousands): RSUs and RSAs Options Nonvested/outstanding, January 28, 2023 7,802 7,814 Granted 7,343 — Vested and delivered/exercised ( 2,059 ) — Forfeited/expired ( 634 ) ( 67 ) Nonvested/outstanding, July 29, 2023 12,452 7,747 Unrecognized compensation expense as of July 29, 2023 $ 118,638 $ 21,873 Weighted average remaining expense period as of July 29, 2023 2.1 years 1.3 years |
Schedule of Series C Unit Activity Under 2016 Incentive Plan | Series C Unit activity under the 2016 Incentive Plan was as follows (in thousands): Units Outstanding, January 28, 2023 201,359 Granted — Forfeited ( 847 ) Outstanding, July 29, 2023 200,512 Vested, July 29, 2023 172,814 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions | 1 Months Ended | 6 Months Ended |
May 31, 2022 USD ($) | Jul. 29, 2023 Segment | |
Summary Of Significant Accounting Policies [Line Items] | ||
Number of reportable segments | 1 | |
Number of operating segments | 1 | |
Variable Interest Entities, Primary Beneficiary | ||
Summary Of Significant Accounting Policies [Line Items] | ||
VIEs' ownership percentage | 50% | |
VIEs' agreement to purchase remaining ownership percentage | 50% | |
Cash consideration | $ | $ 35 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jul. 29, 2023 | Jan. 28, 2023 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 173,014 | $ 201,901 |
Restricted cash included in other current assets | $ 3,395 | $ 11,826 |
Restricted Cash and Cash Equivalents, Asset, Statement of Financial Position [Extensible List] | Other current assets | Other current assets |
Total cash, cash equivalents and restricted cash in the statement of cash flows | $ 176,409 | $ 213,727 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Net Sales by Product Type and Services (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 29, 2023 | Jul. 30, 2022 | Jul. 29, 2023 | Jul. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Net sales | $ 1,530,734 | $ 1,480,797 | $ 3,086,642 | $ 2,956,788 |
Consumables | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net sales | 734,077 | 687,068 | 1,497,128 | 1,372,998 |
Supplies and companion animals | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net sales | 544,521 | 600,711 | 1,098,066 | 1,199,890 |
Services and other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net sales | $ 252,136 | $ 193,018 | $ 491,448 | $ 383,900 |
Senior Secured Credit Facilit_3
Senior Secured Credit Facilities - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Dec. 12, 2022 | Mar. 04, 2021 | Aug. 31, 2023 | May 31, 2023 | Mar. 31, 2023 | Jul. 29, 2023 | Jul. 29, 2023 | Jan. 28, 2023 | |
Line Of Credit Facility [Line Items] | ||||||||
Credit facility, covenant compliance | the Company was in compliance with its covenants under the First Lien Term Loan and the ABL Revolving Credit Facility. | |||||||
Loss on debt extinguishment | $ (305,000) | $ (746,000) | ||||||
Letter of credit sub facility | 150,000,000 | $ 150,000,000 | ||||||
Maximum borrowing capacity of eligible accounts receivable in percentage | 90% | |||||||
Borrowing capacity of net orderly liquidation value of eligible inventory in percentage | 90% | |||||||
Qualified cash | 50,000,000 | $ 50,000,000 | ||||||
Amended Term Loan Facility | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Weighted average interest rate | 8.20% | |||||||
First Lien Term Loan | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Borrowings under credit facility | $ 1,700,000,000 | |||||||
Debt instrument floor rate | 0.75% | |||||||
Quarterly principal payments | $ 4,250,000 | |||||||
Credit facility principal repaid | $ 25,000,000 | $ 35,000,000 | ||||||
Outstanding principal balance, gross | 1,610,300,000 | 1,610,300,000 | $ 1,670,300,000 | |||||
Outstanding principal balance, net of unamortized discount and debt issuance costs | $ 1,591,500,000 | $ 1,591,500,000 | 1,648,900,000 | |||||
Weighted average interest rate | 8.90% | 8.90% | ||||||
First Lien Term Loan | Subsequent Event | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Credit facility principal repaid | $ 15,000,000 | |||||||
First Lien Term Loan | Level 2 | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Estimated fair value of credit facility | $ 1,604,300,000 | $ 1,604,300,000 | 1,649,400,000 | |||||
First Lien Term Loan | Base Rate | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Debt instrument basis spread on variable rate | 0.50% | |||||||
Applicable annual rate | 2.25% | |||||||
First Lien Term Loan | Adjusted LIBOR | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Debt instrument basis spread on variable rate | 1% | |||||||
First Lien Term Loan | Adjusted SOFR | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Applicable annual rate | 3.25% | |||||||
Amended Revolving Credit Facility | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Outstanding principal balance, net of unamortized discount and debt issuance costs | 0 | |||||||
ABL Revolving Credit Facility | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Credit facility, initiation date | Mar. 04, 2021 | |||||||
Borrowings under credit facility | $ 500,000,000 | |||||||
Credit facility, maturity date | Mar. 04, 2026 | |||||||
Outstanding principal balance, net of unamortized discount and debt issuance costs | 0 | $ 0 | ||||||
Unamortized debt issuance costs | 3,000,000 | 3,000,000 | $ 3,600,000 | |||||
Borrowings available under credit facility | 446,400,000 | 446,400,000 | ||||||
Outstanding letters of credit | 53,600,000 | 53,600,000 | ||||||
Borrowings base reduction | $ 0 | 0 | ||||||
Maximum borrowing capacity | $ 500,000,000 | |||||||
Amended Revolving Credit Facility | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Debt instrument floor rate | 0% | |||||||
Line of credit facility, unused commitment fee percentage | 0.375% | |||||||
Amended Revolving Credit Facility | Actual Daily Utilized Portion Exceeds 50% | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Line of credit facility, unused commitment fee percentage | 0.25% | |||||||
Amended Revolving Credit Facility | Base Rate | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Debt instrument basis spread on variable rate | 0.25% | |||||||
Amended Revolving Credit Facility | LIBOR | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Debt instrument basis spread on variable rate | 1.25% |
Senior Secured Credit Facilit_4
Senior Secured Credit Facilities - Applicable Margin for Adjusted LIBOR Loans and Base Rate Loans based on Average Historical Excess Availability (Details) - Amended Revolving Credit Facility | 6 Months Ended |
Jul. 29, 2023 | |
Applicable Margin for Adjusted SOFR Loans | Less than 33.3% of the Line Cap | |
Line Of Credit Facility [Line Items] | |
Applicable Margin Rate for Loans based on Average Historical Excess Availability | 1.75% |
Applicable Margin for Adjusted SOFR Loans | Less than 66.7% but Greater than or Equal to 33.3% of the Line Cap | |
Line Of Credit Facility [Line Items] | |
Applicable Margin Rate for Loans based on Average Historical Excess Availability | 1.50% |
Applicable Margin for Adjusted SOFR Loans | Greater than or Equal to 66.7% of the Line Cap | |
Line Of Credit Facility [Line Items] | |
Applicable Margin Rate for Loans based on Average Historical Excess Availability | 1.25% |
Applicable Margin for Base Rate Loans | |
Line Of Credit Facility [Line Items] | |
Applicable Margin Rate for Loans based on Average Historical Excess Availability | 0.25% |
Applicable Margin for Base Rate Loans | Less than 33.3% of the Line Cap | |
Line Of Credit Facility [Line Items] | |
Applicable Margin Rate for Loans based on Average Historical Excess Availability | 0.75% |
Applicable Margin for Base Rate Loans | Less than 66.7% but Greater than or Equal to 33.3% of the Line Cap | |
Line Of Credit Facility [Line Items] | |
Applicable Margin Rate for Loans based on Average Historical Excess Availability | 0.50% |
Applicable Margin for Base Rate Loans | Greater than or Equal to 66.7% of the Line Cap | |
Line Of Credit Facility [Line Items] | |
Applicable Margin Rate for Loans based on Average Historical Excess Availability | 0.25% |
Senior Secured Credit Facilit_5
Senior Secured Credit Facilities - Applicable Margin for Adjusted LIBOR Loans and Base Rate Loans based on Average Historical Excess Availability (Parenthetical) (Details) - Amended Revolving Credit Facility | 6 Months Ended |
Jul. 29, 2023 | |
Less than 33.3% of the Line Cap | Applicable Margin for Adjusted SOFR Loans | Maximum | |
Line Of Credit Facility [Line Items] | |
Percentage of average historical excess availability of loans | 33.30% |
Less than 33.3% of the Line Cap | Applicable Margin for Base Rate Loans | Maximum | |
Line Of Credit Facility [Line Items] | |
Percentage of average historical excess availability of loans | 33.30% |
Less than 66.7% but Greater than or Equal to 33.3% of the Line Cap | Applicable Margin for Adjusted SOFR Loans | Maximum | |
Line Of Credit Facility [Line Items] | |
Percentage of average historical excess availability of loans | 66.70% |
Less than 66.7% but Greater than or Equal to 33.3% of the Line Cap | Applicable Margin for Adjusted SOFR Loans | Minimum | |
Line Of Credit Facility [Line Items] | |
Percentage of average historical excess availability of loans | 33.30% |
Less than 66.7% but Greater than or Equal to 33.3% of the Line Cap | Applicable Margin for Base Rate Loans | Maximum | |
Line Of Credit Facility [Line Items] | |
Percentage of average historical excess availability of loans | 66.70% |
Less than 66.7% but Greater than or Equal to 33.3% of the Line Cap | Applicable Margin for Base Rate Loans | Minimum | |
Line Of Credit Facility [Line Items] | |
Percentage of average historical excess availability of loans | 33.30% |
Greater than or Equal to 66.7% of the Line Cap | Applicable Margin for Adjusted SOFR Loans | Minimum | |
Line Of Credit Facility [Line Items] | |
Percentage of average historical excess availability of loans | 66.70% |
Greater than or Equal to 66.7% of the Line Cap | Applicable Margin for Base Rate Loans | Minimum | |
Line Of Credit Facility [Line Items] | |
Percentage of average historical excess availability of loans | 66.70% |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jul. 29, 2023 | Apr. 29, 2023 | Jul. 29, 2023 | Jan. 28, 2023 | |
Derivative [Line Items] | ||||
Unrealized gain on derivatives | $ 3,915 | $ (984) | $ 2,931 | |
Interest Rate Caps | ||||
Derivative [Line Items] | ||||
Unrealized gains (losses) included in AOCI, before tax | 2,200 | $ 2,700 | ||
Pre-tax losses deferred in reclassified to interest expense | $ 500 | 1,100 | ||
Unrealized gain on derivatives | $ 1,700 | 2,100 | ||
Estimated losses on interest rate caps deferred in AOCI reclassified to interest expense | $ 3,200 |
Derivative Instruments - Summar
Derivative Instruments - Summary of Cash Flow Hedges Reflected in Consolidated Balance Sheets (Details) - Cash Flow Hedging [Member] - USD ($) $ in Thousands | Jul. 29, 2023 | Jan. 28, 2023 |
Derivative [Line Items] | ||
Current asset portion of cash flow hedges | $ 4,402 | |
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | Other Assets, Current | |
Non-current asset portion of cash flow hedges | $ 1,003 | |
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | |
Current liability portion of cash flow hedges | $ (1,176) | |
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current | |
Non-current liability portion of cash flow hedges | $ (1,594) | $ (1,717) |
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Total cash flow hedges | $ 3,811 | $ (2,893) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Jul. 29, 2023 | Jan. 28, 2023 |
Level 1 | Money Market Mutual Funds | ||
Assets (liabilities): | ||
Asset fair value | $ 118,915 | $ 156,626 |
Level 1 | Investments of Officers' Life Insurance | ||
Assets (liabilities): | ||
Asset fair value | 0 | 0 |
Level 1 | Investment in Rover Group, Inc. | ||
Assets (liabilities): | ||
Asset fair value | 20,152 | |
Level 1 | Interest Related to Rover Group, Inc. | ||
Assets (liabilities): | ||
Asset fair value | 0 | |
Level 2 | Money Market Mutual Funds | ||
Assets (liabilities): | ||
Asset fair value | 0 | 0 |
Level 2 | Investments of Officers' Life Insurance | ||
Assets (liabilities): | ||
Asset fair value | 14,281 | 13,112 |
Level 2 | Investment in Rover Group, Inc. | ||
Assets (liabilities): | ||
Asset fair value | 0 | |
Level 2 | Interest Related to Rover Group, Inc. | ||
Assets (liabilities): | ||
Asset fair value | 0 | |
Level 3 | Money Market Mutual Funds | ||
Assets (liabilities): | ||
Asset fair value | 0 | 0 |
Level 3 | Investments of Officers' Life Insurance | ||
Assets (liabilities): | ||
Asset fair value | 0 | 0 |
Level 3 | Investment in Rover Group, Inc. | ||
Assets (liabilities): | ||
Asset fair value | 0 | |
Level 3 | Interest Related to Rover Group, Inc. | ||
Assets (liabilities): | ||
Asset fair value | 0 | |
Non-qualified Deferred Compensation Plan | Level 1 | ||
Assets (liabilities): | ||
Liabilities fair value | 0 | 0 |
Non-qualified Deferred Compensation Plan | Level 2 | ||
Assets (liabilities): | ||
Liabilities fair value | 20,200 | (18,464) |
Non-qualified Deferred Compensation Plan | Level 3 | ||
Assets (liabilities): | ||
Liabilities fair value | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 29, 2023 | Jul. 30, 2022 | Jul. 29, 2023 | Jul. 30, 2022 | Jan. 28, 2023 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Impairment of fixed asset and right-of-use asset | $ 0.9 | $ 0.2 | $ 1.1 | $ 1 | |
Cash and Cash Equivalents | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Money market mutual funds | 117 | 117 | $ 145.5 | ||
Restricted Cash | Other Current Assets | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Money market mutual funds | $ 1.9 | $ 1.9 | $ 11.1 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Equity-based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 29, 2023 | Jul. 30, 2022 | Jul. 29, 2023 | Jul. 30, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | $ 24,119 | $ 12,895 | $ 46,248 | $ 25,117 |
RSUs and RSAs | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | 16,778 | 8,690 | 31,274 | 15,157 |
Employee Stock Option | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | 4,917 | 2,038 | 10,002 | 3,846 |
ESPP | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | 423 | 315 | 854 | 612 |
Other Awards | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | $ 2,001 | $ 1,852 | $ 4,118 | $ 5,502 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Nonvested Share Activity (Details) - 2021 Equity Incentive Plan shares in Thousands, $ in Thousands | 6 Months Ended |
Jul. 29, 2023 USD ($) shares | |
RSUs and RSAs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Nonvested/outstanding, January 28, 2023 | 7,802 |
Granted | 7,343 |
Vested and delivered/exercised | (2,059) |
Forfeited/expired | (634) |
Nonvested/outstanding, July 29, 2023 | 12,452 |
Unrecognized compensation expense as of July 29, 2023 | $ | $ 118,638 |
Weighted average remaining expense period as of July 29, 2023 | 2 years 1 month 6 days |
Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options outstanding, January 28, 2023 | 7,814 |
Forfeited/expired | (67) |
Options outstanding, July 29, 2023 | 7,747 |
Unrecognized compensation expense as of July 29, 2023 | $ | $ 21,873 |
Weighted average remaining expense period as of July 29, 2023 | 1 year 3 months 18 days |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |
Mar. 31, 2021 | Jul. 29, 2023 | Jul. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Anti-dilutive shares excluded from computation of diluted shares outstanding | 5,300,000 | ||
2016 Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of additional shares awarded | 0 | ||
Unrecognized compensation expense related to the unvested portion | $ 6.1 | ||
Unrecognized compensation expense, expected to be recognized over weighted average period | 1 year 1 month 6 days | ||
Class A Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Employee stock purchase plan maximum percentage of earnings to purchase shares by eligible participants | 15% | ||
Purchase price as a percentage of the lesser of the market value of such shares at either the lookback date or last day of related purchase period | 85% | ||
Class A Common Stock | 2016 Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Threshold percentage of direct and indirect holdings of common stock | 90% | ||
Class A Common Stock | Executive | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 2 years | ||
Class A Common Stock | Anniversaries of Grant Date | Executive | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of restricted shares vested | 50% |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Series C Unit Activity Under 2016 Incentive Plan (Details) - 2016 Incentive Plan | 6 Months Ended |
Jul. 29, 2023 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding, January 28, 2023 | 201,359,000 |
Granted | 0 |
Forfeited | (847,000) |
Outstanding, July 29, 2023 | 200,512,000 |
Vested, July 29, 2023 | 172,814,000 |