Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 30, 2021 | Nov. 29, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Oct. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
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 | --01-29 | |
Entity Filer Category | Non-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 $0.001 per share | |
Trading Symbol | WOOF | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-39878 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-1005932 | |
Entity Address, Address Line One | 10850 Via Frontera | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92127 | |
City Area Code | 858 | |
Local Phone Number | 453-7845 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 226,621,760 | |
Class B-1 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 37,790,781 | |
Class B-2 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 37,790,781 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Oct. 30, 2021 | Jan. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 221,484 | $ 111,402 |
Receivables, less allowance for credit losses ($1,617 and $3,267, respectively) | 45,478 | 41,827 |
Merchandise inventories, net | 644,389 | 538,675 |
Prepaid expenses | 37,762 | 40,032 |
Other current assets | 40,761 | 45,613 |
Total current assets | 989,874 | 777,549 |
Fixed assets | 1,657,876 | 1,487,987 |
Less accumulated depreciation | (975,456) | (860,440) |
Fixed assets, net | 682,420 | 627,547 |
Operating lease right-of-use assets | 1,369,231 | 1,328,108 |
Goodwill | 2,183,202 | 2,179,310 |
Trade name | 1,025,000 | 1,025,000 |
Other intangible assets | 4,793 | 4,793 |
Less accumulated amortization | (4,336) | (4,079) |
Other intangible assets, net | 457 | 714 |
Other long-term assets | 219,362 | 137,474 |
Total assets | 6,469,546 | 6,075,702 |
Current liabilities: | ||
Accounts payable and book overdrafts | 380,174 | 339,485 |
Accrued salaries and employee benefits | 159,705 | 129,484 |
Accrued expenses and other liabilities | 214,525 | 145,846 |
Current portion of operating lease liabilities | 256,831 | 258,289 |
Current portion of long-term debt and other lease liabilities | 20,303 | 2,203 |
Total current liabilities | 1,031,538 | 875,307 |
Senior secured credit facilities, net, excluding current portion | 1,643,423 | 1,646,281 |
Operating lease liabilities, excluding current portion | 1,128,201 | 1,083,575 |
Deferred taxes, net | 309,072 | 280,920 |
Other long-term liabilities | 136,399 | 134,354 |
Total liabilities | 4,248,633 | 4,020,437 |
Commitments and contingencies (Notes 3, 4 and 8) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value: Authorized - 25.0 million shares; Issued and outstanding - none | 0 | 0 |
Additional paid-in-capital | 2,126,294 | 2,092,110 |
Retained earnings (accumulated deficit) | 113,172 | (22,251) |
Accumulated other comprehensive loss | (2,328) | (1,275) |
Total stockholders’ equity | 2,237,402 | 2,068,848 |
Noncontrolling interest | (16,489) | (13,583) |
Total equity | 2,220,913 | 2,055,265 |
Total liabilities and equity | 6,469,546 | 6,075,702 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock value | 226 | 226 |
Class B-1 Common Stock | ||
Stockholders' equity: | ||
Common stock value | 38 | 38 |
Class B-2 Common Stock | ||
Stockholders' equity: | ||
Common stock value | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Oct. 30, 2021 | Jan. 30, 2021 |
Allowance for credit loss, current | $ 1,617 | $ 3,267 |
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 | 226,500,000 | 226,400,000 |
Common stock, shares, outstanding | 226,500,000 | 226,400,000 |
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 | 9 Months Ended | |||
Oct. 30, 2021 | Oct. 31, 2020 | Oct. 30, 2021 | Oct. 31, 2020 | ||
Income Statement [Abstract] | |||||
Net sales | $ 1,443,264 | $ 1,259,997 | $ 4,292,792 | $ 3,582,489 | |
Cost of sales | 848,555 | 718,559 | 2,501,688 | 2,045,016 | |
Gross profit | 594,709 | 541,438 | 1,791,104 | 1,537,473 | |
Selling, general and administrative expenses | 532,760 | 495,401 | 1,607,938 | 1,410,024 | |
Operating income | 61,949 | 46,037 | 183,166 | 127,449 | |
Interest income | (18) | (49) | (53) | (332) | |
Interest expense | 18,769 | 53,795 | 58,504 | 169,096 | |
Loss on extinguishment and modification of debt | 0 | 0 | 20,838 | 0 | |
Other non-operating income | (19,773) | 0 | (64,934) | 0 | |
Income (loss) before income taxes and income from equity method investees | 62,971 | (7,709) | 168,811 | (41,315) | |
Income tax expense (benefit) | 14,095 | (7,940) | 43,784 | (13,537) | |
Income from equity method investees | (2,637) | (1,875) | (7,490) | (2,952) | |
Net income (loss) | 51,513 | 2,106 | 132,517 | (24,826) | |
Net loss attributable to noncontrolling interest | (1,239) | (1,297) | (2,906) | (4,502) | |
Net income (loss) attributable to Class A and B-1 common stockholders | $ 52,752 | $ 3,403 | $ 135,423 | $ (20,324) | |
Net income (loss) per Class A and B-1 common share: | |||||
Basic | [1] | $ 0.20 | $ 0.02 | $ 0.51 | $ (0.10) |
Diluted | [1] | $ 0.20 | $ 0.02 | $ 0.51 | $ (0.10) |
Weighted average shares used in computing net income (loss) per Class A and B-1 common share: | |||||
Basic | [1] | 264,228 | 209,015 | 264,220 | 209,015 |
Diluted | [1] | 265,322 | 209,015 | 265,189 | 209,015 |
[1] | Amounts for periods prior to the Company’s conversion to a Delaware corporation have been retrospectively adjusted to give effect to the organizational transactions described in Note 1. See Note 7 for further discussion. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 30, 2021 | Oct. 31, 2020 | Oct. 30, 2021 | Oct. 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 51,513 | $ 2,106 | $ 132,517 | $ (24,826) |
Net loss attributable to noncontrolling interest | (1,239) | (1,297) | (2,906) | (4,502) |
Net income (loss) attributable to Class A and B-1 common stockholders | 52,752 | 3,403 | 135,423 | (20,324) |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustment | (1,056) | 942 | (1,053) | (3,747) |
Unrealized loss on derivatives | 0 | (16) | 0 | (77) |
Losses on derivatives reclassified to income | 0 | 2,097 | 0 | 5,846 |
Total other comprehensive (loss) income, net of tax | (1,056) | 3,023 | (1,053) | 2,022 |
Comprehensive income (loss) | 50,457 | 5,129 | 131,464 | (22,804) |
Comprehensive loss attributable to noncontrolling interest | (1,239) | (1,297) | (2,906) | (4,502) |
Comprehensive income (loss) attributable to Class A and B-1 common stockholders | $ 51,696 | $ 6,426 | $ 134,370 | $ (18,302) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' / MEMBERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Members' Interest | [1] | Common Stock | Common StockClass A Common Stock | Common StockClass B-1 Common Stock | Common StockClass B-2 Common Stock | Additional Paid-in Capital | (Accumulated Deficit) Retained Earnings | [1] | Accumulated Other Comprehensive Loss | Total Stockholders'/Members' Equity | Noncontrolling Interest |
Beginning Balance at Feb. 01, 2020 | $ 561,061 | $ 1,358,130 | $ (780,466) | $ (8,273) | $ 569,391 | $ (8,330) | |||||||
Equity-based compensation expense (Note 7) | 2,305 | 2,305 | 2,305 | ||||||||||
Net income (loss) | (33,372) | (31,168) | (31,168) | (2,204) | |||||||||
Foreign currency translation adjustment, net of tax | (4,970) | (4,970) | (4,970) | ||||||||||
Unrealized loss on derivatives, net of tax | (52) | (52) | (52) | ||||||||||
Losses on derivatives reclassified to income | 1,728 | 1,728 | 1,728 | ||||||||||
Ending Balance at May. 02, 2020 | 526,700 | 1,360,435 | (811,634) | (11,567) | 537,234 | (10,534) | |||||||
Beginning Balance at Feb. 01, 2020 | 561,061 | 1,358,130 | (780,466) | (8,273) | 569,391 | (8,330) | |||||||
Net income (loss) | (24,826) | ||||||||||||
Unrealized loss on derivatives, net of tax | (77) | ||||||||||||
Losses on derivatives reclassified to income | 5,846 | ||||||||||||
Ending Balance at Oct. 31, 2020 | 545,617 | 1,365,490 | (800,790) | (6,251) | 558,449 | (12,832) | |||||||
Beginning Balance at Feb. 01, 2020 | 561,061 | 1,358,130 | (780,466) | (8,273) | 569,391 | (8,330) | |||||||
Ending Balance at Jan. 30, 2021 | 2,055,265 | $ 264 | $ 2,092,110 | (22,251) | (1,275) | 2,068,848 | (13,583) | ||||||
Ending Balance (in shares) at Jan. 30, 2021 | 226,424 | 37,791 | 37,791 | ||||||||||
Beginning Balance at May. 02, 2020 | 526,700 | 1,360,435 | (811,634) | (11,567) | 537,234 | (10,534) | |||||||
Equity-based compensation expense (Note 7) | 2,312 | 2,312 | 2,312 | ||||||||||
Repurchase of equity | (104) | (104) | (104) | ||||||||||
Net income (loss) | 6,440 | 7,441 | 7,441 | (1,001) | |||||||||
Foreign currency translation adjustment, net of tax | 281 | 281 | 281 | ||||||||||
Unrealized loss on derivatives, net of tax | (9) | (9) | (9) | ||||||||||
Losses on derivatives reclassified to income | 2,021 | 2,021 | 2,021 | ||||||||||
Ending Balance at Aug. 01, 2020 | 537,641 | 1,362,643 | (804,193) | (9,274) | 549,176 | (11,535) | |||||||
Equity-based compensation expense (Note 7) | 2,847 | 2,847 | 2,847 | ||||||||||
Net income (loss) | 2,106 | 3,403 | 3,403 | (1,297) | |||||||||
Foreign currency translation adjustment, net of tax | 942 | 942 | 942 | ||||||||||
Unrealized loss on derivatives, net of tax | (16) | (16) | (16) | ||||||||||
Losses on derivatives reclassified to income | 2,097 | 2,097 | 2,097 | ||||||||||
Ending Balance at Oct. 31, 2020 | 545,617 | $ 1,365,490 | (800,790) | (6,251) | 558,449 | (12,832) | |||||||
Beginning Balance at Jan. 30, 2021 | 2,055,265 | 264 | 2,092,110 | (22,251) | (1,275) | 2,068,848 | (13,583) | ||||||
Equity-based compensation expense (Note 7) | 11,604 | 11,604 | 11,604 | ||||||||||
Net income (loss) | 6,149 | 7,560 | 7,560 | (1,411) | |||||||||
Foreign currency translation adjustment, net of tax | (786) | (786) | (786) | ||||||||||
Issuance of restricted stock awards (in shares) | 55 | ||||||||||||
Ending Balance at May. 01, 2021 | 2,072,232 | 264 | 2,103,714 | (14,691) | (2,061) | 2,087,226 | (14,994) | ||||||
Ending Balance (in shares) at May. 01, 2021 | 226,479 | 37,791 | 37,791 | ||||||||||
Beginning Balance at Jan. 30, 2021 | 2,055,265 | 264 | 2,092,110 | (22,251) | (1,275) | 2,068,848 | (13,583) | ||||||
Beginning Balance (in shares) at Jan. 30, 2021 | 226,424 | 37,791 | 37,791 | ||||||||||
Net income (loss) | 132,517 | ||||||||||||
Unrealized loss on derivatives, net of tax | 0 | ||||||||||||
Losses on derivatives reclassified to income | 0 | ||||||||||||
Ending Balance at Oct. 30, 2021 | 2,220,913 | 264 | 2,126,294 | 113,172 | (2,328) | 2,237,402 | (16,489) | ||||||
Ending Balance (in shares) at Oct. 30, 2021 | 226,492 | 37,791 | 37,791 | ||||||||||
Beginning Balance at May. 01, 2021 | 2,072,232 | 264 | 2,103,714 | (14,691) | (2,061) | 2,087,226 | (14,994) | ||||||
Beginning Balance (in shares) at May. 01, 2021 | 226,479 | 37,791 | 37,791 | ||||||||||
Equity-based compensation expense (Note 7) | 11,506 | 11,506 | 11,506 | ||||||||||
Net income (loss) | 74,855 | 75,111 | 75,111 | (256) | |||||||||
Foreign currency translation adjustment, net of tax | 789 | 789 | 789 | ||||||||||
Issuance of common stock (in shares) | 12 | ||||||||||||
Ending Balance at Jul. 31, 2021 | 2,159,382 | 264 | 2,115,220 | 60,420 | (1,272) | 2,174,632 | (15,250) | ||||||
Ending Balance (in shares) at Jul. 31, 2021 | 226,491 | 37,791 | 37,791 | ||||||||||
Equity-based compensation expense (Note 7) | 11,087 | 11,087 | 11,087 | ||||||||||
Net income (loss) | 51,513 | 52,752 | 52,752 | (1,239) | |||||||||
Foreign currency translation adjustment, net of tax | (1,056) | (1,056) | (1,056) | ||||||||||
Unrealized loss on derivatives, net of tax | 0 | ||||||||||||
Losses on derivatives reclassified to income | 0 | ||||||||||||
Issuance of common stock | (13) | (13) | (13) | ||||||||||
Issuance of common stock (in shares) | 1 | ||||||||||||
Ending Balance at Oct. 30, 2021 | $ 2,220,913 | $ 264 | $ 2,126,294 | $ 113,172 | $ (2,328) | $ 2,237,402 | $ (16,489) | ||||||
Ending Balance (in shares) at Oct. 30, 2021 | 226,492 | 37,791 | 37,791 | ||||||||||
[1] | Balances prior to the Company's conversion to a Delaware corporation were reclassified to additional paid-in capital to give effect to the organizational transactions described in Note 1 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 30, 2021 | Oct. 31, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 132,517 | $ (24,826) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 125,637 | 128,961 |
Amortization of debt discounts and issuance costs | 4,579 | 18,291 |
Provision for deferred taxes | 28,523 | 6,889 |
Equity-based compensation | 36,491 | 7,464 |
Impairments, write-offs and losses on sale of fixed and other assets | 5,918 | 7,651 |
Loss on extinguishment and modification of debt | 20,838 | 0 |
Income from equity method investees | (7,490) | (2,952) |
Amounts reclassified out of accumulated other comprehensive income (Note 5) | 0 | 7,898 |
Change in contingent consideration obligation | 0 | (425) |
Non-cash operating lease costs | 315,930 | 324,477 |
Other non-operating income | (64,934) | 0 |
Changes in assets and liabilities: | ||
Receivables | (3,652) | (8,938) |
Merchandise inventories | (105,682) | (63,313) |
Prepaid expenses and other assets | (8,053) | (18,651) |
Accounts payable and book overdrafts | 47,973 | 54,523 |
Accrued salaries and employee benefits | 27,673 | 34,100 |
Accrued expenses and other liabilities | 45,437 | 7,654 |
Operating lease liabilities | (314,620) | (304,426) |
Other long-term liabilities | 1,359 | 27,103 |
Net cash provided by operating activities | 288,444 | 201,480 |
Cash flows from investing activities: | ||
Cash paid for fixed assets | (164,330) | (96,289) |
Cash paid for acquisitions, net of cash acquired | (3,545) | 0 |
Cash paid for investments | 0 | (1,000) |
Distributions from equity investees | 0 | 73 |
Proceeds from sale of assets | 105 | 1,296 |
Net cash used in investing activities | (167,770) | (95,920) |
Cash flows from financing activities: | ||
Borrowings under long-term debt agreements | 1,700,000 | 440,000 |
Repayments of long-term debt | (1,686,611) | (487,938) |
Debt refinancing costs | (24,665) | 0 |
Payments for finance lease liabilities | (2,650) | (2,831) |
Proceeds from employee stock purchase plan | 2,920 | 0 |
Tax withholdings on stock-based awards | (13) | 0 |
Repurchase of equity | 0 | (105) |
Payment of contingent consideration | 0 | (250) |
Payment of offering costs | (3,844) | 0 |
Net cash used in financing activities | (14,863) | (51,124) |
Net increase in cash, cash equivalents and restricted cash | 105,811 | 54,436 |
Cash, cash equivalents and restricted cash at beginning of year | 119,540 | 154,718 |
Cash, cash equivalents and restricted cash at end of year | 225,351 | 209,154 |
Supplemental cash flow disclosures: | ||
Interest paid, net | 47,006 | 121,516 |
Capitalized interest | 642 | 330 |
Income taxes paid | 13,718 | 1,992 |
Supplemental non-cash investing and financing activities disclosure: | ||
Accounts payable and accrued expenses for capital expenditures | $ 36,623 | $ 24,227 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 30, 2021 | |
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 30, 2021 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 30, 2021, from which the prior year balance sheet information herein was derived. Corporate Conversion and Public Offerings The Company previously operated as a Delaware limited liability company under the name PET Acquisition LLC. In January 2021, the Company converted to a Delaware corporation pursuant to a statutory conversion and changed its name to Petco Health and Wellness Company, Inc. The existing balances of members’ interest and accumulated deficit prior to this conversion were reclassified to additional paid-in capital in the consolidated balance sheets. This reclassification had no effect on the Company’s results of operations. On January 19, 2021, the Company completed its initial public offering of 55.2 million newly-issued shares of its Class A common stock. The offering price was $18.00 per share. The net proceeds from the initial public offering were used to pay a portion of the principal amount and accrued interest on the Company’s debt obligations. Refer to Note 3 and Note 4 for further discussion on the Company’s use of proceeds from the initial public offering. In June 2021, Scooby Aggregator, LP, the Company’s principal stockholder, completed the sale of 25.3 A common stock in connection with a secondary offering. The offering price was $24.00 per . The Company received no proceeds from the secondary offering. Expenses incurred by the Company related to the secondary offering were not material. 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. 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). October 30, 2021 January 30, 2021 Cash and cash equivalents $ 221,484 $ 111,402 Restricted cash included in other current assets 3,867 8,138 Total cash, cash equivalents and restricted cash in the statement of cash flows $ 225,351 $ 119,540 Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the accounting for recognizing impairments of financial assets. Under the new accounting guidance, credit losses for financial assets held at amortized cost will be estimated based on expected losses rather than the current incurred loss impairment model. The new accounting guidance also modifies the impairment model for available-for-sale debt securities. The Company adopted this accounting policy on February 2, 2020. The adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. In August 2018, FASB issued Accounting Standards Update No. 2018-15 – Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40), which amends ASC 350-40 to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The Company adopted this accounting policy on February 2, 2020. The adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Oct. 30, 2021 | |
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 Thirty-nine weeks ended October 30, 2021 October 31, 2020 October 30, 2021 October 31, 2020 Consumables $ 643,125 $ 529,989 $ 1,850,203 $ 1,548,015 Supplies and companion animals 635,278 601,520 1,957,022 1,707,884 Services and other 164,861 128,488 485,567 326,590 Net sales $ 1,443,264 $ 1,259,997 $ 4,292,792 $ 3,582,489 |
Senior Secured Credit Facilitie
Senior Secured Credit Facilities | 9 Months Ended |
Oct. 30, 2021 | |
Debt Disclosure [Abstract] | |
Senior Secured Credit Facilities | 3. Senior Secured Credit Facilities As of January 30, 2021, the Company had a senior secured term loan facility (the “Amended Term Loan Facility”), which was fully repaid on March 4, 2021, and a senior secured asset-based revolving credit facility (the “Amended Revolving Credit Facility”), which was terminated on March 4, 2021. 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 October 30, 2021, the Company was in compliance with its covenants under the First Lien Term Loan and the ABL Revolving Credit Facility. Term Loan Facilities On January 19, 2021, the Company repaid $727.0 million of the Amended Term Loan Facility using a portion of the proceeds from its initial public offering , in addition to existing cash on hand. The repayment was applied to the remaining principal payments in order of scheduled payment date and, as a result, no quarterly principal payments remained under the Amended Term Loan Facility, other than the remaining principal balance due at maturity. As such, the entire remaining balance was included in senior secured credit facilities, net, excluding current portion in the consolidated balance sheets as of January 30, 2021. On March 4, 2021, the Company entered into the $1,700.0 million First Lien Term Loan and repaid all outstanding principal and interest on the Amended Term Loan Facility. Interest on the First Lien Term Loan is based on, at the Company’s option, either a base rate or Adjusted LIBOR, subject to a 0.75% floor, payable upon maturity of the LIBOR 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 LIBOR plus 1.0%. The applicable rate is 2.25% per annum for a base rate loan or 3.25% per annum for an Adjusted LIBOR loan. Principal and interest payments commenced on June 30, 2021. Principal payments are $4.25 million quarterly. In connection with the March 4, 2021 transaction described above, the Company recognized a loss on debt extinguishment and modification of $19.6 million on the term loan facilities, which consisted of a $6.5 million write-off of unamortized debt discount and issuance costs on the Amended Term Loan Facility and $13.1 million of third-party expenses. Fees relating to the Company’s entry into the First Lien Term Loan consisted of arranger fees and other third-party expenses. Of those fees, $3.2 million was capitalized as debt issuance costs, along with $4.3 million of original issue discount. The remaining portion of original issue discount and debt issuance costs of the Amended Term Loan Facility previously capitalized is being amortized over the contractual term of the First Lien Term Loan to interest expense using the effective interest rate in effect on the date of issuance, as these amounts represent the portion that was not substantially modified. As of October 30, 2021, the outstanding principal balance of the First Lien Term Loan was $1,691.5 million ($1,665.5 million, net of the unamortized discount and debt issuance costs). As of January 30, 2021, the outstanding principal balance of the Amended Term Loan Facility was $1,678.1 million ($1,649.4 million, net of the unamortized discount and debt issuance costs). The weighted average interest rate on the borrowings outstanding was 4.1% and 4.3% as of October 30, 2021 and January 30, 2021, 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 October 30, 2021, the estimated fair value of the First Lien Term Loan was approximately $1,689.4 million, based upon Level 2 fair value hierarchy inputs. As of January 30, 2021, the estimated fair value of the Amended Term Loan Facility was approximately $1,673.9 million, based upon Level 2 fair value hierarchy inputs. Revolving Credit Facilities On March 4, 2021, the Company entered into an agreement establishing the ABL Revolving Credit Facility and terminated the Amended Revolving Credit Facility. The ABL Revolving Credit Facility has availability up to $500.0 million, subject to a borrowing base. Fees relating to the Company’s entry into the ABL Revolving Credit Facility consisted of arranger fees and other third-party expenses. Of those fees, $4.1 million was capitalized as debt issuance costs. Unamortized debt issuance costs of $1.2 million were written off and recognized as a loss on debt extinguishment and modification in connection with this transaction. The remaining portion of debt issuance costs of the Amended Revolving Credit Facility previously capitalized is being amortized over the contractual term of the ABL Revolving Credit Facility as these amounts represent the portion that was not substantially modified. As of October 30, 2021, no amounts were outstanding under the ABL Revolving Credit Facility. As of January 30, 2021, no amounts were outstanding under the Amended Revolving Credit Facility. At October 30, 2021, $441.1 million was available under the ABL Revolving Credit Facility, which is net of $58.9 million of outstanding letters of credit issued in the normal course of business and no borrowing base reduction for a shortfall in qualifying assets. Unamortized debt issuance costs of $ 5.0 mil lion 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 as of October 30, 2021 . Unamortized debt issuance costs of $ 3.1 million relating to the Amended Revolving Credit Facility were outstanding and were being amortized using the straight-line method over the remaining term of the agreement as of January 30, 2021 . 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. Interest on the ABL Revolving Credit Facility is based on, at the Company’s option, either the base rate or Adjusted LIBOR 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 LIBOR 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 Margin for Adjusted LIBOR Loans Applicable Margin for Base Rate Loans 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 the Line Cap 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. |
Senior Notes
Senior Notes | 9 Months Ended |
Oct. 30, 2021 | |
Debt Disclosure [Abstract] | |
Senior Notes | 4. Senior Notes Floating Rate Senior Notes On January 26, 2016, the Company issued $750.0 million of unsecured senior notes maturing on January 26, 2024 in a private offering (the “Floating Rate Senior Notes”). Debt issuance costs of $26.2 million related to the Floating Rate Senior Notes were being amortized over the contractual term to interest expense using the effective interest rate in effect at issuance. The Floating Rate Senior Notes bore interest at a floating rate equal to three-month LIBOR, subject to a 1.00% floor, plus 8.0% per annum payable quarterly in arrears. On January 19, 2021, in connection with the Company’s initial public offering, the holders of the outstanding Floating Rate Senior Notes exchanged $450.0 million of the aggregate principal amount of the Floating Rate Senior Notes for a new series of notes with a principal amount of $450.0 million issued by Scooby Aggregator, LP, the Company’s principal stockholder. Scooby Aggregator, LP, as the new holder of $450.0 million of Floating Rate Senior Notes, contributed the principal balance to the Company. This contribution, offset by approximately $7.4 million of unamortized deferred financing costs associated with the principal balance contributed, was recorded as an adjustment to additional paid-in capital. On January 19, 2021, the Company repaid the remaining $300.0 million principal balance of the Floating Rate Senior Notes using a portion of the proceeds from its initial public offering , in addition to existing cash on hand. 3.00% Senior Notes On January 26, 2016, the Company issued unsecured senior notes maturing on January 25, 2019 in a private offering to its members. Interest on the notes was originally 0.75% per annum, payable semi-annually either in cash or by means of capitalizing such interest and adding it to the then outstanding principal amount of the notes. On April 6, 2019, the Company amended the notes to extend their maturity to July 25, 2019. Interest under these notes (the “3.00% Senior Notes”) was 3.00% per annum, payable upon maturity. On July 25, 2019, February 3, 2020, and September 28, 2020, the Company further amended the notes to extend their maturity to January 25, 2020, January 25, 2021, and January 25, 2023, respectively. On January 19, 2021, in connection with its initial public offering, the Company repaid $4.0 million of the principal balance of the 3.00% Senior Notes. The remaining $127.7 million of principal and $3.6 million of accrued interest was then contributed to the Company. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Oct. 30, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 5. Derivative Instruments In March 2016, the Company entered into a series of five interest rate cap agreements with four counterparties with a total notional value of $1,950.0 million to limit the maximum interest rate on a portion of the Company’s variable-rate debt and limit its exposure to interest rate variability when the three-month LIBOR exceeds 2.25%. The interest rate caps were accounted for as cash flow hedges because the interest rate caps were expected to be highly effective in hedging variable rate interest payments. Changes in the fair value of the interest rate caps were reported as a component of accumulated other comprehensive income. The interest rate caps expired and were settled in accordance with their contractual terms on January 29, 2021. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. 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): October 30, 2021 Level 1 Level 2 Level 3 Assets (liabilities): Money market mutual funds $ 169,184 $ — $ — Investments of officers' life insurance $ — $ 16,219 $ — Non-qualified deferred compensation plan $ — $ (18,645 ) $ — Investment in Rover Group, Inc. $ 69,390 $ — $ — January 30, 2021 Level 1 Level 2 Level 3 Assets (liabilities): Money market mutual funds $ 63,798 $ — $ — Investments of officers' life insurance $ — $ 14,140 $ — Non-qualified deferred compensation plan $ — $ (15,526 ) $ — 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 $167.0 million and $56.0 million as of October 30, 2021 and January 30, 2021, respectively. Also included in the Company’s money market mutual funds balances were $2.2 million and $7.8 million as of October 30, 2021 and January 30, 2021, 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. The Company previously held an equity investment, in the form of multiple series of preferred stock, in A Place for Rover, Inc., an online marketplace for pet care, which was historically accounted for as an equity security without a readily determinable fair value. In July 2021, A Place for Rover, Inc. completed a business combination with Nebula Caravel Acquisition Corp., a publicly-traded special purpose acquisition company. The combined entity was renamed to Rover Group, Inc. (“Rover”), and the Company’s equity investment was converted into shares of Rover Class A common stock. In September 2021, the Company received additional shares of Rover Class A common stock in accordance with certain earnout provisions from the July 2021 business combination. The Company now remeasures the fair value of its investment on a quarterly basis, and the resulting gains or losses are included in other non-operating income in the consolidated statements of operations. On November 23, 2021, the Company completed the sale of approximately 11% of its Rover Class A common stock for net proceeds of $6.1 million in cash as part of its participation in an underwritten secondary offering by certain Rover shareholders. 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 thirty-nine week periods ended October 30, 2021 and October 31, 2020. During the thirteen and thirty-nine week periods ended October 30, 2021, the Company recorded fixed asset and right-of-use asset impairment charges of $2.9 million and $5.4 million, respectively. During the thirteen and thirty-nine week periods ended October 31, 2020, the Company recorded fixed asset and right-of-use asset impairment charges of $1.2 million and $7.0 million, respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Oct. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity Equity-Based Compensation Equity-based compensation awards under the Company’s current incentive plan Scooby LP, the direct owner of Scooby Aggregator, LP, also maintains an incentive plan (the “2016 Incentive Plan”) under which it has awarded partnership unit awards to 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 Thirty-nine weeks ended October 30, 2021 October 31, 2020 October 30, 2021 October 31, 2020 RSUs and RSAs $ 6,189 $ — $ 19,013 $ — Options 1,892 — 6,029 — ESPP 343 — 734 — Awards related to the 2016 Incentive Plan 4,957 2,847 10,715 7,464 Total equity-based compensation expense $ 13,381 $ 2,847 $ 36,491 $ 7,464 Activity under the 2021 Equity Incentive Plan was as follows (shares and dollars in thousands): RSUs and RSAs Options Nonvested RSUs and RSAs/options outstanding, January 30, 2021 3,414 3,482 Granted 376 — RSUs and RSAs vested/options exercised (14 ) — Forfeited/expired (290 ) (141 ) Nonvested RSUs and RSAs/options outstanding, October 30, 2021 3,486 3,341 Unrecognized compensation expense as of October 30, 2021 $ 43,409 $ 16,972 Weighted average remaining expense period as of October 30, 2021 2.2 Years 2.2 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 becomes vested on each of the first two anniversaries of the grant date. Unvested RSAs are not considered participating securities for earnings per share purposes, as any related dividends are 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 30, 2021 214,006 Granted — Forfeited (6,468 ) Outstanding, October 30, 2021 207,538 Vested, October 30, 2021 113,778 No additional Series C Units have been or will be awarded following the Company’s initial public offering. As of October 30, 2021, unrecognized compensation expense related to the unvested portion of Scooby LP’s Series C Units was $19.7 million, which is expected to be recognized over a weighted average period of 2.4 Earnings (Loss) 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. There were approximately 3.5 million potential shares that were anti-dilutive and excluded from the computation of diluted shares outstanding during the thirty-nine weeks ended October 30, 2021. There were no potentially dilutive securities outstanding during the thirty-nine weeks ended October 31, 2020. For periods prior to the Company’s conversion to a Delaware corporation in January 2021, the Company has retrospectively presented net loss per share as if the conversion had occurred at the beginning of the earliest period presented. The weighted average shares used in computing net loss per Class A and B-1 common share in these periods are based on the number of Common Series A and Common Series B Units of PET Acquisition LLC held by members. For periods prior to the conversion, these calculations do not include the 55.2 million shares of Class A common stock issued in the Company’s initial public offering. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies COVID-19 The COVID-19 pandemic has been a highly disruptive economic and societal event that has affected the Company’s business and has had a significant impact on consumer shopping behavior, among other things. To serve pet parents while also providing for the safety of employees, the Company has adapted certain aspects of the business. Throughout the pandemic, the Company has monitored the continually evolving situation and will continue to adapt its operations to (i) address federal, state and local standards, (ii) meet the needs of pets and pet parents, and (iii) implement standards that the Company believes to be in the best interests of the safety and well-being of its employees and customers. The duration and ultimate severity of the pandemic remains uncertain. Litigation The Company is involved in litigation and other claims and proceedings 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 a particular litigation matter 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) | 9 Months Ended |
Oct. 30, 2021 | |
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 30, 2021 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 30, 2021, from which the prior year balance sheet information herein was derived. |
Corporate Conversion and Public Offerings | Corporate Conversion and Public Offerings The Company previously operated as a Delaware limited liability company under the name PET Acquisition LLC. In January 2021, the Company converted to a Delaware corporation pursuant to a statutory conversion and changed its name to Petco Health and Wellness Company, Inc. The existing balances of members’ interest and accumulated deficit prior to this conversion were reclassified to additional paid-in capital in the consolidated balance sheets. This reclassification had no effect on the Company’s results of operations. On January 19, 2021, the Company completed its initial public offering of 55.2 million newly-issued shares of its Class A common stock. The offering price was $18.00 per share. The net proceeds from the initial public offering were used to pay a portion of the principal amount and accrued interest on the Company’s debt obligations. Refer to Note 3 and Note 4 for further discussion on the Company’s use of proceeds from the initial public offering. In June 2021, Scooby Aggregator, LP, the Company’s principal stockholder, completed the sale of 25.3 A common stock in connection with a secondary offering. The offering price was $24.00 per . The Company received no proceeds from the secondary offering. Expenses incurred by the Company related to the secondary offering were not material. |
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. |
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). October 30, 2021 January 30, 2021 Cash and cash equivalents $ 221,484 $ 111,402 Restricted cash included in other current assets 3,867 8,138 Total cash, cash equivalents and restricted cash in the statement of cash flows $ 225,351 $ 119,540 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the accounting for recognizing impairments of financial assets. Under the new accounting guidance, credit losses for financial assets held at amortized cost will be estimated based on expected losses rather than the current incurred loss impairment model. The new accounting guidance also modifies the impairment model for available-for-sale debt securities. The Company adopted this accounting policy on February 2, 2020. The adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. In August 2018, FASB issued Accounting Standards Update No. 2018-15 – Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40), which amends ASC 350-40 to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The Company adopted this accounting policy on February 2, 2020. The adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. |
Goodwill and Intangible Assets Impairment | 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. |
Earnings (Loss) Per Share | Earnings (Loss) 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. |
Litigation | Litigation The Company is involved in litigation and other claims and proceedings 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 a particular litigation matter 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_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Oct. 30, 2021 | |
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). October 30, 2021 January 30, 2021 Cash and cash equivalents $ 221,484 $ 111,402 Restricted cash included in other current assets 3,867 8,138 Total cash, cash equivalents and restricted cash in the statement of cash flows $ 225,351 $ 119,540 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Oct. 30, 2021 | |
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 Thirty-nine weeks ended October 30, 2021 October 31, 2020 October 30, 2021 October 31, 2020 Consumables $ 643,125 $ 529,989 $ 1,850,203 $ 1,548,015 Supplies and companion animals 635,278 601,520 1,957,022 1,707,884 Services and other 164,861 128,488 485,567 326,590 Net sales $ 1,443,264 $ 1,259,997 $ 4,292,792 $ 3,582,489 |
Senior Secured Credit Facilit_2
Senior Secured Credit Facilities (Tables) | 9 Months Ended |
Oct. 30, 2021 | |
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 Margin for Adjusted LIBOR Loans Applicable Margin for Base Rate Loans 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 the Line Cap 1.50 % 0.50 % Greater than or equal to 66.7% of the Line Cap 1.25 % 0.25 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 30, 2021 | |
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): October 30, 2021 Level 1 Level 2 Level 3 Assets (liabilities): Money market mutual funds $ 169,184 $ — $ — Investments of officers' life insurance $ — $ 16,219 $ — Non-qualified deferred compensation plan $ — $ (18,645 ) $ — Investment in Rover Group, Inc. $ 69,390 $ — $ — January 30, 2021 Level 1 Level 2 Level 3 Assets (liabilities): Money market mutual funds $ 63,798 $ — $ — Investments of officers' life insurance $ — $ 14,140 $ — Non-qualified deferred compensation plan $ — $ (15,526 ) $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Oct. 30, 2021 | |
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 Thirty-nine weeks ended October 30, 2021 October 31, 2020 October 30, 2021 October 31, 2020 RSUs and RSAs $ 6,189 $ — $ 19,013 $ — Options 1,892 — 6,029 — ESPP 343 — 734 — Awards related to the 2016 Incentive Plan 4,957 2,847 10,715 7,464 Total equity-based compensation expense $ 13,381 $ 2,847 $ 36,491 $ 7,464 |
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 RSUs and RSAs/options outstanding, January 30, 2021 3,414 3,482 Granted 376 — RSUs and RSAs vested/options exercised (14 ) — Forfeited/expired (290 ) (141 ) Nonvested RSUs and RSAs/options outstanding, October 30, 2021 3,486 3,341 Unrecognized compensation expense as of October 30, 2021 $ 43,409 $ 16,972 Weighted average remaining expense period as of October 30, 2021 2.2 Years 2.2 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 30, 2021 214,006 Granted — Forfeited (6,468 ) Outstanding, October 30, 2021 207,538 Vested, October 30, 2021 113,778 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, shares in Millions | Jan. 19, 2021$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Oct. 30, 2021Segment |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of reportable segments | Segment | 1 | ||
Number of operating segments | Segment | 1 | ||
Accounting Standards Update No. 2016-13 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Feb. 2, 2020 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||
Accounting Standards Update No. 2018-15 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Feb. 2, 2020 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||
Class A Common Stock | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Issuance of common stock (in shares) | shares | 55.2 | ||
Offering price per share | $ / shares | $ 18 | ||
Class A Common Stock | Scooby Aggregator, LP | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Issuance of common stock (in shares) | shares | 25.3 | ||
Offering price per share | $ / shares | $ 24 | ||
Proceeds from Issuance of common stock | $ | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Oct. 30, 2021 | Jan. 30, 2021 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 221,484 | $ 111,402 |
Restricted cash included in other current assets | $ 3,867 | $ 8,138 |
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 | $ 225,351 | $ 119,540 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Net Sales by Product Type and Services (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 30, 2021 | Oct. 31, 2020 | Oct. 30, 2021 | Oct. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Net sales | $ 1,443,264 | $ 1,259,997 | $ 4,292,792 | $ 3,582,489 |
Consumables | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net sales | 643,125 | 529,989 | 1,850,203 | 1,548,015 |
Supplies and companion animals | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net sales | 635,278 | 601,520 | 1,957,022 | 1,707,884 |
Services and other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net sales | $ 164,861 | $ 128,488 | $ 485,567 | $ 326,590 |
Senior Secured Credit Facilit_3
Senior Secured Credit Facilities - Additional Information (Details) - USD ($) | Mar. 04, 2021 | Jan. 30, 2021 | Jan. 19, 2021 | Oct. 30, 2021 | Oct. 31, 2020 | Oct. 30, 2021 | Oct. 31, 2020 |
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 and modification | $ 0 | $ 0 | $ (20,838,000) | $ 0 | |||
Letter of credit sub facility | 150,000,000 | $ 150,000,000 | |||||
Maximum borrowing capacity of eligible accounts receivable in percentage | 90.00% | ||||||
Borrowing capacity of net orderly liquidation value of eligible inventory in percentage | 90.00% | ||||||
Qualified cash | 50,000,000 | $ 50,000,000 | |||||
Amended Term Loan Facility | |||||||
Line Of Credit Facility [Line Items] | |||||||
Credit facility, maturity date | Mar. 4, 2021 | ||||||
Credit facility principal repaid | $ 727,000,000 | ||||||
Loss on debt extinguishment and modification | $ (19,600,000) | ||||||
Write-off of unamortized debt discount and issuance costs | 6,500,000 | ||||||
Debt issuance cost related to third party expenses | $ 13,100,000 | ||||||
Outstanding principal balance, gross | $ 1,678,100,000 | ||||||
Outstanding principal balance, net of unamortized discount and debt issuance costs | $ 1,649,400,000 | ||||||
Weighted average interest rate | 4.30% | ||||||
Amended Term Loan Facility | Level 2 | |||||||
Line Of Credit Facility [Line Items] | |||||||
Estimated fair value of credit facility | $ 1,673,900,000 | ||||||
First Lien Term Loan | |||||||
Line Of Credit Facility [Line Items] | |||||||
Credit facility, initiation date | Mar. 4, 2021 | ||||||
Borrowings under credit facility | $ 1,700,000,000 | ||||||
Credit facility, maturity date | Mar. 4, 2028 | ||||||
Debt instrument floor rate | 0.75% | ||||||
Quarterly principal payments | $ 4,250,000 | ||||||
Principal and interest payments commencement date | Jun. 30, 2021 | ||||||
Arranger fees and other third party expenses capitalized as debt issuance costs | $ 3,200,000 | ||||||
Debt original issue discount | $ 4,300,000 | ||||||
Outstanding principal balance, gross | 1,691,500,000 | 1,691,500,000 | |||||
Outstanding principal balance, net of unamortized discount and debt issuance costs | $ 1,665,500,000 | $ 1,665,500,000 | |||||
Weighted average interest rate | 4.10% | 4.10% | |||||
First Lien Term Loan | Level 2 | |||||||
Line Of Credit Facility [Line Items] | |||||||
Estimated fair value of credit facility | $ 1,689,400,000 | $ 1,689,400,000 | |||||
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 | 1.00% | ||||||
Applicable annual rate | 3.25% | ||||||
Amended Revolving Credit Facility | |||||||
Line Of Credit Facility [Line Items] | |||||||
Credit facility, maturity date | Mar. 4, 2021 | ||||||
Outstanding principal balance, net of unamortized discount and debt issuance costs | $ 0 | ||||||
Unamortized debt issuance costs | $ 3,100,000 | ||||||
ABL Revolving Credit Facility | |||||||
Line Of Credit Facility [Line Items] | |||||||
Credit facility, initiation date | Mar. 4, 2021 | ||||||
Borrowings under credit facility | $ 500,000,000 | ||||||
Credit facility, maturity date | Mar. 4, 2026 | ||||||
Debt instrument floor rate | 0.00% | ||||||
Arranger fees and other third party expenses capitalized as debt issuance costs | $ 4,100,000 | ||||||
Outstanding principal balance, net of unamortized discount and debt issuance costs | 0 | $ 0 | |||||
Unamortized debt issuance costs | $ 1,200,000 | 5,000,000 | 5,000,000 | ||||
Borrowings available under credit facility | 441,100,000 | 441,100,000 | |||||
Outstanding letters of credit | 58,900,000 | 58,900,000 | |||||
Borrowings base reduction | $ 0 | 0 | |||||
Maximum borrowing capacity | $ 500,000,000 | ||||||
Line of credit facility, unused commitment fee percentage | 0.375% | ||||||
ABL 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% | ||||||
ABL Revolving Credit Facility | Base Rate | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument basis spread on variable rate | 0.25% | ||||||
ABL Revolving Credit Facility | London Interbank Offered Rate (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) - ABL Revolving Credit Facility | 9 Months Ended |
Oct. 30, 2021 | |
Applicable Margin for Adjusted LIBOR Loans | |
Line Of Credit Facility [Line Items] | |
Applicable Margin Rate for Loans based on Average Historical Excess Availability | 1.25% |
Applicable Margin for Adjusted LIBOR 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 LIBOR 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 LIBOR 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) - ABL Revolving Credit Facility | 9 Months Ended |
Oct. 30, 2021 | |
Less than 33.3% of the Line Cap | Applicable Margin for Adjusted LIBOR 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 LIBOR 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 LIBOR 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 LIBOR 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% |
Senior Notes - Additional Infor
Senior Notes - Additional Information (Details) - USD ($) $ in Millions | Jan. 19, 2021 | Sep. 28, 2020 | Feb. 03, 2020 | Jul. 25, 2019 | Apr. 06, 2019 | Jan. 26, 2016 | Oct. 30, 2021 |
Floating Rate Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Unsecured senior notes | $ 750 | ||||||
Debt instrument, maturity date | Jan. 26, 2024 | ||||||
Debt issuance costs | $ 26.2 | ||||||
Interest rate,description | The Floating Rate Senior Notes bore interest at a floating rate equal to three-month LIBOR, subject to a 1.00% floor, plus 8.0% per annum payable quarterly in arrears. | ||||||
Debt instrument floor rate | 1.00% | ||||||
Debt, periodic payment of interest | quarterly | ||||||
Debt instrument, principal amount exchanged for another Debt/Initial public offering | $ 450 | ||||||
Repayment of debt | 300 | ||||||
Floating Rate Senior Notes | Scooby Aggregator, LP | |||||||
Debt Instrument [Line Items] | |||||||
Unsecured senior notes | 450 | ||||||
Unamortized deferred financing costs | 7.4 | ||||||
Floating Rate Senior Notes | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument basis spread on variable rate | 8.00% | ||||||
New Series Notes | Scooby Aggregator, LP | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, aggregate principal amount | 450 | ||||||
3.00% Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, maturity date | Jan. 25, 2023 | Jan. 25, 2021 | Jan. 25, 2020 | Jul. 25, 2019 | Jan. 25, 2019 | ||
Debt, periodic payment of interest | semi-annually | ||||||
Debt instrument, principal amount exchanged for another Debt/Initial public offering | 127.7 | ||||||
Repayment of debt | 4 | ||||||
Interest rate | 3.00% | 0.75% | |||||
Accrued interest contributed in connection with Initial public offering | $ 3.6 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Details) | 1 Months Ended |
Mar. 31, 2016USD ($)Agreement | |
Derivative [Line Items] | |
Number of interest rate cap agreements | Agreement | 5 |
Derivative, notional value | $ | $ 1,950,000,000 |
Derivative, maturity date | Jan. 29, 2021 |
London Interbank Offered Rate (LIBOR) | |
Derivative [Line Items] | |
Derivative, cap interest rate | 2.25% |
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 | Oct. 30, 2021 | Jan. 30, 2021 |
Level 1 | Money Market Mutual Funds | ||
Assets (liabilities): | ||
Asset fair value | $ 169,184 | $ 63,798 |
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 | 69,390 | |
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 | 16,219 | 14,140 |
Level 2 | Investment in 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 | |
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 | (18,645) | (15,526) |
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 | Nov. 23, 2021 | Oct. 30, 2021 | Oct. 31, 2020 | Oct. 30, 2021 | Oct. 31, 2020 | Jan. 30, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Impairment of fixed asset and right-of-use asset | $ 2.9 | $ 1.2 | $ 5.4 | $ 7 | ||
Cash and Cash Equivalents | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Money market mutual funds | 167 | 167 | $ 56 | |||
Restricted Cash | Other Current Assets | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Money market mutual funds | $ 2.2 | $ 2.2 | $ 7.8 | |||
Investment in Rover Group, Inc. | Class A Common Stock | Subsequent Event | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Percentage of common stock sold | 11.00% | |||||
Net proceeds from sale of common stock | $ 6.1 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Equity-based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 30, 2021 | Oct. 31, 2020 | Oct. 30, 2021 | Oct. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | $ 13,381 | $ 2,847 | $ 36,491 | $ 7,464 |
RSUs and RSAs | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | 6,189 | 0 | 19,013 | 0 |
Options | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | 1,892 | 0 | 6,029 | 0 |
ESPP | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | 343 | 0 | 734 | 0 |
Awards Related to the 2016 Incentive Plan | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | $ 4,957 | $ 2,847 | $ 10,715 | $ 7,464 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Nonvested Share Activity (Details) - 2021 Equity Incentive Plan shares in Thousands, $ in Thousands | 9 Months Ended |
Oct. 30, 2021USD ($)shares | |
RSUs and RSAs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Nonvested RSUs and RSAs outstanding, January 30, 2021 | 3,414 |
Granted | 376 |
RSUs and RSAs vested | (14) |
Forfeited/expired | (290) |
Nonvested RSUs and RSAs outstanding, October 30, 2021 | 3,486 |
Unrecognized compensation expense as of October 30, 2021 | $ | $ 43,409 |
Weighted average remaining expense period as of October 30, 2021 | 2 years 2 months 12 days |
Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options outstanding, January 30, 2021 | 3,482 |
Granted | 0 |
Options exercised | 0 |
Forfeited/expired | (141) |
Options outstanding, October 30, 2021 | 3,341 |
Unrecognized compensation expense as of October 30, 2021 | $ | $ 16,972 |
Weighted average remaining expense period as of October 30, 2021 | 2 years 2 months 12 days |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ in Millions | Jan. 19, 2021 | Mar. 31, 2021 | Oct. 30, 2021 | Oct. 31, 2020 | Jan. 30, 2021 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Anti-dilutive shares excluded from computation of diluted shares outstanding | 3,500,000 | 0 | |||
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 | $ 19.7 | ||||
Weighted average period for recognition | 2 years 4 months 24 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 | 15.00% | ||||
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 | 85.00% | ||||
Common stock issued | 55,200,000 | ||||
Class A Common Stock | IPO | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock issued | 55,200,000 | ||||
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 | 90.00% | ||||
Class A Common Stock | Executive | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 2 years | ||||
Class A Common Stock | First Two Anniversaries of Grant Date | Executive | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of restricted shares vested | 50.00% |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Series C Unit Activity Under 2016 Incentive Plan (Details) - 2016 Incentive Plan | 9 Months Ended |
Oct. 30, 2021shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding, January 30, 2021 | 214,006,000 |
Granted | 0 |
Forfeited | (6,468,000) |
Outstanding, October 30, 2021 | 207,538,000 |
Vested, October 30, 2021 | 113,778,000 |