8-K
Petco Health & Wellness Company, Inc. false 0001826470 0001826470 2021-05-20 2021-05-20

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 20, 2021

 

 

Petco Health and Wellness Company, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-39878   81-1005932

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

10850 Via Frontera

San Diego, California 92127

 
 

(Address of Principal Executive

Offices)

 

(858) 453-7845

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Class A common stock,

par value $0.001 per share

   WOOF    The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 2.02.

Results of Operations and Financial Condition.

On May 20, 2021, Petco Health and Wellness Company, Inc. (the “Company”) issued a press release disclosing its financial results for the quarter ended May 1, 2021. The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

 

Item 7.01.

Regulation FD Disclosure.

The Company has scheduled a webcast call at approximately 8:30 a.m. Eastern Time on May 20, 2021 to discuss the Company’s financial results for the quarter ended May 1, 2021. An earnings presentation and financial supplement will be made available on the Company’s investor relations page at ir.petco.com/investor-relations. A replay of the webcast will also be made available on the Company’s investor relations page through June 3, 2021 at 5:00 PM Eastern Time.

The information being furnished pursuant to Item 2.02, including Exhibit 99.1, and Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liability of that section, and shall not be incorporated by reference into any other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

   Description
99.1    Press Release, dated May 20, 2021
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

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

 

    Petco Health and Wellness Company, Inc.
Date: May 20, 2021     By:  

/s/ Ilene Eskenazi

    Name:   Ilene Eskenazi
    Title:   Chief Legal Officer and Corporate Secretary
EX-99.1

Exhibit 99.1

 

LOGO

 

Contacts:   
Investor Relations    Media Relations
Kristy Moser    Ventura Olvera
Kristine.moser@petco.com    Ventura.olvera@petco.com

FOR IMMEDIATE RELEASE: May 20, 2021

Petco Health + Wellness Company, Inc. Announces Record Results for First Quarter of Fiscal 2021; Raises Full Year Outlook

 

   

Revenue of $1.4B, up 27%, driven by comp sales up 28%; Tenth consecutive quarter of growth

 

   

Earnings per share of $0.03; Adjusted earnings per share of $0.17

 

   

Acquired roughly 1.2M net new customers; Third consecutive quarter 1M or more

 

   

Raised full year 2021 guidance following record first quarter

San Diego, May 20, 2021 – Petco Health and Wellness Company, Inc. (NASDAQ: WOOF), a complete partner in pet health and wellness, today released its financial results for its first quarter ended May 1, 2021.

In the first quarter of 2021, Petco delivered net revenue growth of 27 percent versus prior year with comparable sales growth of 28 percent and delivered 30 percent comparable sales growth on a two-year stack, marking the tenth consecutive quarter of growth for Petco. Net income improved $38.7 million or $0.18 per share to $7.6 million or $0.03 per share. Adjusted Net Income1 increased $60.0 million from prior year to $44.4 million or $0.17 per share, while first quarter Adjusted EBITDA1 increased 45 percent to $125.7 million from prior year.

“We entered 2021 with momentum, and delivered record quarterly sales in Q1 driven by our strong execution and unique model across digital and in our Pet Care Centers,” said Ron Coughlin, Chairman and Chief Executive Officer of Petco. “We’re attracting new customers and gaining market share in a growing category through our unique end to end health and wellness ecosystem. There are more pets in homes than ever and the 1.2 million net new customers we gained in the quarter is a multi-year high, that provides an annuity for years to come. The category acceleration combined with a strengthening of our customer base give us confidence to raise our full year guidance.”

Petco reduced total debt by 52 percent to $1.7 billion and Net Debt1 by 53 percent to $1.5 billion using the proceeds from the company’s initial public offering, the recapitalization of a portion of debt outstanding at the time of the initial public offering and Free Cash Flow1 generation.

 

-1-


Fiscal Q1 2021 Highlights:

Comparisons are first quarter of 2021 ended May 1, 2021 versus first quarter of 2020 ended May 2, 2020 unless otherwise noted

 

   

Net revenue increased 27 percent to $1.4 billion driven by comp sales growth of 28 percent

 

   

Net income increased $38.7 million to $7.6 million or $0.03 per share, inclusive of $20.8 million of non-cash charges related to the refinancing of the company’s term loan and revolving credit facility

 

   

Trailing twelve month net income of $12.2 million increased $101.8 million

 

   

Adjusted Net Income1 increased $60.0 million to $44.4 million or $0.17 per share

 

   

Adjusted EBITDA1 increased 45 percent to $125.7 million

 

   

Trailing Twelve Month Adjusted EBITDA increased 26% to $523.3 million

 

   

Net cash provided by operating activities increased $147.3 million to $115.0 million

 

   

Free Cash Flow1 increased $127.8 million to $67.7 million

 

   

Total debt decreased $1.8 billion or 52% to $1.7 billion driven by the proceeds generated in the company’s initial public offering, related recapitalization, and Free Cash Flow1 generation

 

   

Net Debt1 decreased $1.7 billion or 53% to $1.5 billion

 

   

Net Debt1 / Trailing Twelve Month Adjusted EBITDA1 improved 62 percent to 2.9x

 

   

Liquidity of $594.5 million inclusive of $174.0 million of cash and cash equivalents and $420.5 million of availability on revolving credit facility.

 

   

Ended the quarter with 1,453 Pet Care Centers, 137 Full Service Vet Hospitals within Pet Care Centers, and 100 Pet Care Centers in Mexico

Fiscal 2021 Guidance:

The following guidance as of May 20, 2021 reflects the company’s expectations for fiscal year 2021 unless otherwise indicated.

 

Metric

  

Current Guidance

  

Previous Guidance

Revenue

   $5.475 billion - $5.575 billion    $5.25 billion - $5.35 billion

Adjusted EBITDA2

   $550 million - $560 million    $520 million - $530 million

Adjusted EPS2

   $0.73 - $0.76    $0.63 - $0.66

Capital Expenditures

   $185 million - $235 million    $185 million - $235 million3

Assumptions in the guidance include that economic conditions, currency rates and the tax and regulatory landscape remain generally consistent. The company continues to monitor those assumptions and any potential financial impacts. Adjusted EPS guidance assumes approximately $90 million of interest expense, a 26% tax rate and 266 million weighted average diluted share count.

 

(1)

Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, Free Cash Flow, and Net Debt are non-GAAP financial measures. See “Non-GAAP Financial Measures” for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measures.

(2)

We have not reconciled Adjusted EBITDA and Adjusted EPS outlook as non-GAAP measures to the most comparable GAAP measures because it is not possible to do so without unreasonable efforts due to the uncertainty and potential variability of reconciling items, which are dependent on future events and often outside of management’s control and which could be significant. Because such items cannot be reasonably predicted with the level of precision required, we are unable to provide outlooks for the comparable GAAP measures. Forward-looking estimates of Adjusted EBITDA and Adjusted EPS are estimated in a manner consistent with the relevant definitions and assumptions noted herein.

(3)

Previous capital expenditure guidance was given in the 10-K.

 

-2-


Earnings Conference Call Webcast Information:

The company will host an earnings conference call on May 20, 2021 at 8:30 AM Eastern Time to discuss Petco’s financial results. The conference call will be accessible through live webcast. Interested investors and other individuals can access the webcast, earnings press release, earnings presentation, and financial supplement via the company’s investor relations page (https://ir.petco.com/investor-relations). A replay of the webcast will be archived on the company’s website through June 3, 2021 at 5:00 PM Eastern Time.

About Petco:

Petco is a category-defining health and wellness company focused on improving the lives of pets, pet parents and our own Petco partners. Since our founding in 1965, we’ve been striving to set new standards in pet care, delivering comprehensive wellness solutions through our products and services, and creating communities that deepen the pet-pet parent bond. We operate more than 1,500 Petco locations across the U.S., Mexico and Puerto Rico, including a growing network of 137 in-store veterinary hospitals, and offer a complete online resource for pet health and wellness at petco.com and on the Petco app. In tandem with Petco Love (formerly the Petco Foundation), an independent nonprofit organization, we work with and support thousands of local animal welfare groups across the country and, through in-store adoption events, we’ve helped find homes for more than 6.5 million animals.

Forward-Looking Statements

This earnings release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, concerning expectations, beliefs plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not statements of historical fact, including statements regarding our environmental and other sustainability plans and goals. Although the company believes that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct. There can be no assurance that any forward-looking results will occur or be realized, and nothing contained in this earnings release is, or should be relied upon as, a promise or representation or warranty as to any future matter, including any matter in respect of the operations or business or financial condition of Petco. Such forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “intends,” “will,” “shall,” “should,” “anticipates,” “opportunity,” “illustrative”, or the negative thereof or other variations thereon or comparable terminology. All forward-looking statements are based on assumptions or judgments about future events that may or may not be correct or necessarily take place and that are by their nature subject to significant uncertainties and contingencies, many of which are outside the control of Petco. Forward-looking statements are subject to a number of risks, uncertainties

 

-3-


and other factors that could cause actual results to differ materially from the potential results discussed in the forward-looking statements, including, without limitation, those identified in this earnings release, the risk factors that the company identifies in its Securities and Exchange Commission filings, as well as the following: (i) increased competition (including from multi-channel retailers and e-Commerce providers); (ii) reduced consumer demand for our products and/or services; (iii) our reliance on key vendors; (iv) our ability to attract and retain qualified employees; (v) risks arising from statutory, regulatory and/or legal developments; (vi) macroeconomic pressures in the markets in which we operate; (vii) failure to effectively manage our costs; (viii) our reliance on our information technology systems; (ix) our ability to prevent or effectively respond to a privacy or security breach; (x) our ability to effectively manage strategic ventures, alliances or acquisitions; (xi) economic or regulatory developments that might affect our ability to provide attractive promotional financing; (xii) interruptions and other supply chain issues; (xiii) catastrophic events, health crises, and pandemics, including the potential effects that the ongoing COVID-19 pandemic and/or corresponding macroeconomic uncertainty could have on our financial position, results of operations and cash flows; (xiv) our ability to maintain positive brand perception and recognition; (xv) product safety and quality concerns; (xvi) changes to labor or employment laws or regulations; (xvii) our ability to effectively manage our real estate portfolio; (xviii) constraints in the capital markets or our vendor credit terms; and (xix) changes in our credit ratings. The occurrence of any such factors, events, or circumstances would significantly alter the results set forth in these statements.

Petco cautions that the foregoing list of important factors is not complete, and any forward-looking statements speak only as of the date they are made. Petco undertakes no duty to update publicly any forward-looking statement that it may make, whether as a result of new information, future events or otherwise, except as may be required by applicable law, regulation or other competent legal authority.

 

-4-


PETCO HEALTH AND WELLNESS COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, except per share amounts)

(Unaudited and subject to reclassification)

 

     13 Weeks Ended  
     May 1,
2021
    May 2,
2020
    Percent
Change
 

Net sales

   $ 1,414,994     $ 1,113,521       27 % 

Cost of sales

     818,009       647,239       26
  

 

 

   

 

 

   

 

 

 

Gross profit

     596,985       466,282       28 % 

Selling, general and administrative expenses

     549,236       449,917       22
  

 

 

   

 

 

   

 

 

 

Operating income

     47,749       16,365       192 % 

Interest income

     (21     (184     (89 %) 

Interest expense

     20,529       60,808       (66 %) 

Loss on extinguishment and modification of debt

     20,838       —         N/M  
  

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes and income from equity method investees

     6,403       (44,259 )      N/M  

Income tax expense (benefit)

     2,679       (10,555     N/M  

Income from equity method investees

     (2,425     (332     630
  

 

 

   

 

 

   

 

 

 

Net income (loss)

     6,149       (33,372 )      N/M  

Net loss attributable to noncontrolling interest

     (1,411     (2,204     (36 %) 
  

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to Class A and B-1 common stockholders

   $ 7,560     $ (31,168 )      N/M  

Net income (loss) per Class A and B-1 common share:

      

Basic

   $ 0.03     $ (0.15     N/M  

Diluted

   $ 0.03     $ (0.15     N/M  

Weighted average shares used in computing net income (loss) per Class A

      

and B-1 common share:

      

Basic

     264,215       209,015       26

Diluted

     265,028       209,015       27

 

-5-


PETCO HEALTH AND WELLNESS COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(In Thousands, except per share amounts)

(Unaudited and subject to reclassification)

 

     May 1, 2021     January 30, 2021  

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 174,034     $ 111,402  

Receivables, less allowance for credit losses1

     38,079       41,827  

Merchandise inventories, net

     574,683       538,675  

Prepaid expenses

     46,724       40,032  

Other current assets

     42,355       45,613  
  

 

 

   

 

 

 

Total current assets

     875,875       777,549  
  

 

 

   

 

 

 

Fixed assets

     1,535,617       1,487,987  

Less accumulated depreciation

     (896,195     (860,440
  

 

 

   

 

 

 

Fixed assets, net

     639,422       627,547  

Operating lease right-of-use assets

     1,330,816       1,328,108  

Goodwill

     2,179,310       2,179,310  

Trade name

     1,025,000       1,025,000  

Other intangible assets

     4,793       4,793  

Less accumulated amortization

     (4,164     (4,079
  

 

 

   

 

 

 

Other intangible assets, net

     629       714  

Other long-term assets

     142,347       137,474  
  

 

 

   

 

 

 

Total assets

   $ 6,193,399     $ 6,075,702  
  

 

 

   

 

 

 

LIABILITIES AND EQUITY

    

Current liabilities:

    

Accounts payable and book overdrafts

   $ 352,401     $ 339,485  

Accrued salaries and employee benefits

     127,000       129,484  

Accrued expenses and other liabilities

     218,926       145,846  

Current portion of operating lease liabilities

     276,619       258,289  

Current portion of long-term debt and other lease liabilities

     20,234       2,203  
  

 

 

   

 

 

 

Total current liabilities

     995,180       875,307  
  

 

 

   

 

 

 

Senior secured credit facilities, net, excluding current portion

     1,649,509       1,646,281  

Operating lease liabilities, excluding current portion

     1,056,059       1,083,575  

Deferred taxes, net

     282,350       280,920  

Other long-term liabilities

     138,069       134,354  
  

 

 

   

 

 

 

Total liabilities

     4,121,167       4,020,437  
  

 

 

   

 

 

 

Commitments and contingencies

    

Stockholders’ equity:

    

Class A common stock2

     226       226  

Class B-1 common stock3

     38       38  

Class B-2 common stock4

     —         —    

Preferred stock5

     —         —    

Additional paid-in-capital

     2,103,714       2,092,110  

Accumulated deficit

     (14,691     (22,251

Accumulated other comprehensive loss

     (2,061     (1,275
  

 

 

   

 

 

 

Total stockholders’ equity

     2,087,226       2,068,848  
  

 

 

   

 

 

 

Noncontrolling interest

     (14,994     (13,583
  

 

 

   

 

 

 

Total equity

     2,072,232       2,055,265  
  

 

 

   

 

 

 

Total liabilities and equity

   $ 6,193,399     $ 6,075,702  
  

 

 

   

 

 

 

 

(1)

Allowances for credit losses are $2,217 as of May 1, 2021 and $3,267 as of Jan 30, 2021

(2)

Class A common stock, par value $0.001 per share (1.0 billion shares authorized and 226.5 million shares issued and outstanding as of May 1, 2021 and 226.4 million shares issued and outstanding as of January 30, 2021)

(3)

Class B-1 common stock, par value $0.001 per share (75.0 million shares authorized and 37.8 million shares issued and outstanding)

(4)

Class B-2 common stock, par value $0.000001 per share (75.0 million shares authorized and 37.8 million shares issued and outstanding)

(5)

Preferred stock, par value $0.001 per share (25.0 million shares authorized and no shares issued or outstanding)

 

-6-


PETCO HEALTH AND WELLNESS COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited and subject to reclassification)

 

     13 Weeks Ended  
     May 1,
2021
    May 2,
2020
 

Cash flows from operating activities:

    

Net income (loss)

   $ 6,149     $ (33,372

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

    

Depreciation and amortization

     41,607       43,567  

Amortization of debt discounts and issuance costs

     2,165       6,028  

Provision for deferred taxes

     1,708       (11,680

Equity-based compensation

     11,604       2,305  

Impairments, write-offs and losses on sale of fixed and other assets

     947       3,409  

Loss on extinguishment and modification of debt

     20,838       —    

Income from equity method investees

     (2,425     (332

Amounts reclassified out of accumulated other comprehensive income

     —         2,337  

Change in contingent consideration obligation

     —         (553

Non-cash operating lease costs

     105,188       108,841  

Changes in assets and liabilities:

    

Receivables

     3,748       (3,767

Merchandise inventories

     (36,008     (3,307

Prepaid expenses and other assets

     (9,140     (6,302

Accounts payable and book overdrafts

     20,119       (74,074

Accrued salaries and employee benefits

     (2,483     (10,153

Accrued expenses and other liabilities

     66,120       5,853  

Operating lease liabilities

     (116,994     (64,188

Other long-term liabilities

     1,859       3,099  
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     115,002       (32,289
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Cash paid for fixed assets

     (47,351     (27,895
  

 

 

   

 

 

 

Net cash used in investing activities

     (47,351     (27,895
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Borrowings under long-term debt agreements

     1,700,000       397,000  

Repayments of long-term debt

     (1,678,111     (142,313

Debt refinancing costs and original issue discount

     (24,665     —    

Payments for finance lease liabilities

     (593     (935

Payment of offering costs

     (3,844     —    
  

 

 

   

 

 

 

Net cash (used in) provided by financing activities

     (7,213     253,752  
  

 

 

   

 

 

 

Net increase in cash, cash equivalents and restricted cash

     60,438       193,568  

Cash, cash equivalents and restricted cash at beginning of period

     119,540       154,718  
  

 

 

   

 

 

 

Cash, cash equivalents and restricted cash at end of period

   $ 179,978     $ 348,286  
  

 

 

   

 

 

 

 

-7-


NON-GAAP FINANCIAL MEASURES

The following information provides definitions and reconciliations of the non-GAAP financial measures presented in this earnings release to the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles (GAAP). The company has provided this non-GAAP financial information, which is not calculated or presented in accordance with GAAP, as information supplemental and in addition to the financial measures presented in the earnings release that are calculated and presented in accordance with GAAP. Such non-GAAP financial measures should not be considered superior to, as a substitute for or alternative to, and should be considered in conjunction with, the GAAP financial measures presented in the earnings release. The non-GAAP financial measures in the earnings release may differ from similarly titled measures used by other companies.

Adjusted EBITDA

Adjusted EBITDA is considered a non-GAAP financial measure under the SEC’s rules because it excludes certain charges included in net income (loss) calculated in accordance with GAAP. Management believes that Adjusted EBITDA is a meaningful measure to share with investors because it best allows comparison of the current period performance with that of the comparable period. In addition, Adjusted EBITDA affords investors a view of what management considers Petco’s operating performance to be as well as the ability to make a more informed assessment of such operating performance as compared with that of the prior period.

Please see the company’s 10-K filed on April 5, 2021 for additional information on the reconciliation of Net Income (Loss) Attributable to Class A and B-1 Common Stockholders to Adjusted EBITDA. The tables below reflect the calculation of Adjusted EBITDA for the thirteen weeks and trailing twelve months ended May 1, 2021 compared to the prior year quarter and twelve-month period ended May 2, 2020, respectively.

 

(In Thousands)    13 Weeks Ended  
Reconciliation of Net Income (Loss) Attributable to Class A and B-1
Common Stockholders to Adjusted EBITDA
   May 1,
2021
    May 2,
2020
 

Net income (loss) attributable to Class A and B-1 common stockholders

   $ 7,560     $ (31,168 ) 

Add (deduct):

    

Interest expense, net

     20,508       60,624  

Income tax expense (benefit)

     2,679       (10,555

Depreciation and amortization

     41,607       43,567  

Income from equity method investees

     (2,425     (332

Loss on debt extinguishment and modification

     20,838       —    

Asset impairments and write offs

     947       3,409  

Equity-based compensation

     11,604       2,305  

Mexico joint venture EBITDA1

     6,006       4,019  

Store pre-opening expenses

     4,029       1,908  

Store closing expenses

     1,103       1,027  

Severance

     818       3,084  

Non-cash occupancy-related costs2

     1,139       7,200  

Non-recurring costs3

     9,333       1,748  
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 125,746     $ 86,836  
  

 

 

   

 

 

 

Net sales

   $ 1,414,994     $ 1,113,521  

Net margin4

     0.5     (2.8 %) 

Adjusted EBITDA Margin

     8.9     7.8

 

-8-


(In Thousands)    Trailing Twelve Months  
Reconciliation of Net Income (Loss) Attributable to Class A and B-1
Common Stockholders to Adjusted EBITDA
   May 1,
2021
    May 2,
2020
 

Net income (loss) attributable to Class A and B-1 common stockholders

   $ 12,245     $ (89,560 ) 

Add (deduct):

    

Interest expense, net

     178,314       248,915  

Income tax expense (benefit)

     9,897       (33,699

Depreciation and amortization

     172,876       171,593  

Income from equity method investees

     (8,575     (2,755

Loss on debt extinguishment and modification

     38,387       —    

Goodwill & indefinite-lived intangible impairment

     —         19,000  

Asset impairments and write offs

     13,144       10,523  

Equity-based compensation

     22,214       10,067  

Mexico joint venture EBITDA1

     21,061       15,199  

Store pre-opening expenses

     11,349       9,648  

Store closing expenses

     7,858       4,914  

Severance

     3,017       10,567  

Non-cash occupancy-related costs2

     13,179       30,911  

Non-recurring costs3

     28,292       8,328  
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 523,258     $ 413,651  
  

 

 

   

 

 

 

Net sales

   $ 5,221,675     $ 4,450,878  

Net margin4

     0.2     (2.0 %) 

Adjusted EBITDA Margin

     10.0     9.3

 

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Adjusted Net Income and Adjusted EPS

Adjusted Net Income and Adjusted diluted earnings per share attributable to Petco (Adjusted Net Income and Adjusted EPS respectively) are considered non-GAAP financial measures under the SEC’s rules because they exclude certain amounts included in the net income (loss) attributable to common stockholders and diluted earnings per share attributable to Petco calculated in accordance with GAAP (net income (loss) and EPS respectively), the most directly comparable financial measures calculated in accordance with GAAP. Management believes that Adjusted Net Income and Adjusted EPS are meaningful measures to share with investors because they best allow comparison of the current period performance with that of the comparable period. In addition, Adjusted Net Income and Adjusted EPS afford investors a view of what management considers Petco’s earnings performance to be as well as the ability to make a more informed assessment of such earnings performance with that of the prior period.

The tables below reflect the calculation of Adjusted Net Income (Loss) and Adjusted EPS for the thirteen weeks ended May 1, 2021 compared to the prior year quarter ended May 2, 2020.

 

(In Thousands, except per share amounts)    13 Weeks Ended  
Reconciliation of Diluted Income (Loss) per Share to Adjusted EPS    May 1, 2021      May 2, 2020  
     Amount      Per share      Amount      Per share  

Net income (loss) attributable to common stockholders / diluted income (loss) per share

   $ 7,560      $ 0.03      $ (31,168 )     $ (0.15 ) 

Add (deduct):

           

Income tax expense (benefit)

     2,679        0.01        (10,555      (0.05

Loss on debt extinguishment and modification

     20,838        0.08        —          —    

Asset impairments and write offs

     947        0.00        3,409        0.02  

Equity-based compensation

     11,604        0.04        2,305        0.01  

Store pre-opening expenses

     4,029        0.02        1,908        0.01  

Store closing expenses

     1,103        0.00        1,027        0.01  

Severance

     818        0.00        3,084        0.01  

Non-cash occupancy-related costs2

     1,139        0.01        7,200        0.03  

Non-recurring costs3

     9,333        0.04        1,748        0.01  
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted pre-tax income (loss) / diluted earnings (loss) per share

   $ 60,050      $ 0.23      $ (21,042    $ (0.10

Income tax expense (benefit) at 26% normalized tax rate

     15,613        0.06        (5,471      (0.03
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted Net Income (Loss) / Adjusted EPS

   $ 44,437      $ 0.17      $ (15,571 )     $ (0.07 ) 
  

 

 

    

 

 

    

 

 

    

 

 

 

Free Cash Flow

Free Cash Flow is a non-GAAP financial measure that is calculated as net cash generated by operations less cash paid for fixed assets. Management believes that Free Cash Flow, which measures the ability to generate additional cash from business operations, is an important financial measure for use in evaluating the company’s financial performance.

Although other companies report their Free Cash Flow, numerous methods exist for calculating a company’s Free Cash Flow. As a result, the method used by Petco’s management to calculate Free Cash Flow may differ from the methods used by other companies to calculate their Free Cash Flow.

The following table sets forth a reconciliation of Free Cash Flow to net cash provided by (used in) operating activities, which Petco believes to be the GAAP financial measure most directly comparable to Free Cash Flow. The table below reflects the calculation of Free Cash Flow for the thirteen weeks ended May 1, 2021 compared to the prior year quarter ended May 2, 2020.

 

(In Thousands)    13 Weeks Ended  
     May 1, 2021      May 2, 2020  

Net cash provided by (used in) operating activities

   $ 115,002      $ (32,289

Cash paid for fixed assets

     (47,351      (27,895
  

 

 

    

 

 

 

Free Cash Flow

   $ 67,651      $ (60,184

 

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Net Debt

Net Debt is a non-GAAP financial measure that is calculated as the sum of current and non-current debt, less cash and cash equivalents. Management considers this adjustment useful because it reduces the volatility of total debt caused by fluctuations between cash paid against the company’s revolving credit facility and cash held on hand in cash and cash equivalents.

Although other companies report their Net Debt, numerous methods exist for calculating a company’s Net Debt. As a result, the method used by Petco’s management to calculate Net Debt may differ from the methods used by other companies to calculate their Net Debt.

The following table sets forth a reconciliation of Net Debt, to total debt, which Petco believes to be the GAAP financial measure most directly comparable to Net Debt. The table below reflects the calculation of Net Debt as of the period ended May 1, 2021 compared to the prior year quarter ended May 2, 2020.

 

(In Thousands)    May 1, 2021      May 2, 2020  

Total debt:

     

Senior secured credit facilities, net, including current portion

   $ 1,666,509      $ 2,647,461  

Senior notes, net

     —          866,952  

Finance leases, including current portion

     16,409        15,504  
  

 

 

    

 

 

 

Total debt

     1,682,918        3,529,917  

Less: cash and cash equivalents

     (174,034      (341,506
  

 

 

    

 

 

 

Net Debt

   $ 1,508,884      $ 3,188,411  
  

 

 

    

 

 

 

Trailing Twelve Month Adjusted EBITDA

   $ 523,258      $ 413,651  

Net Debt / Trailing Twelve Month Adjusted EBITDA ratio

     2.9x        7.7x  

 

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Adjusted EBITDA, Adjusted Net Income and Adjusted EPS Footnotes

 

(1)

Mexico Joint Venture EBITDA represents 50% of the entity’s operating results for all periods, as adjusted to reflect the results on a basis comparable to Adjusted EBITDA. In the financial statements, this joint venture is accounted for as an equity method investment, and reported net of depreciation and income taxes. Because such a presentation would not reflect the adjustments made in the calculation of Adjusted EBITDA, we include the 50% interest in the company’s Mexico joint venture on an Adjusted EBITDA basis to ensure consistency. The table below presents a reconciliation of Mexico joint venture net income to Mexico joint venture EBITDA.

 

(In Thousands)    13 Weeks Ended  
     May 1, 2021      May 2, 2020  

Net income

   $ 4,849      $ 728  

Depreciation

     3,400        3,154  

Income tax expense

     2,780        1,295  

Foreign currency (gain) loss

     (145      1,557  

Interest expense, net

     1,128        1,304  
  

 

 

    

 

 

 

EBITDA

   $ 12,012      $ 8,038  
  

 

 

    

 

 

 

50% of EBITDA

   $ 6,006      $ 4,019  
  

 

 

    

 

 

 

 

(2)

Non-cash occupancy-related costs include the difference between cash and straight-line rent for all periods. Beginning in fiscal 2019, in connection with our adoption of the lease accounting standard, favorable lease rights of $125.2 million and unfavorable lease rights of $30.8 million were reclassified from intangible assets and other long-term liabilities, respectively, to right-of-use lease assets and the related amortization is now included in non-cash occupancy costs. In addition to the reclassification, the amortization period of these lease right assets has decreased to align with the terms of the underlying right-of-use lease assets, thus resulting in an acceleration of expense compared to prior years. The overall adoption of the lease accounting standard did not have an impact on our Adjusted EBITDA, as this increase in addback was completely offset in other impacted lines such as lower depreciation and amortization, asset impairments and write-offs, and store closing expenses.

 

(3)

Non-recurring costs include: unrealized fair market value adjustments on non-operating investments; class action settlements and related legal fees; one-time consulting and other costs associated with our strategic transformation initiatives; discontinuation and liquidation costs; and costs related to the initial public offering. While we have incurred significant costs associated with the COVID-19 pandemic during fiscal 2020, we have not classified any of these costs as non-recurring due to the uncertainty surrounding the pandemic’s length and long-term impact on the macroeconomic operating environment.

 

(4)

We define net margin as net income (loss) attributable to Class A and B-1 common stockholders divided by net sales and Adjusted EBITDA margin as Adjusted EBITDA divided by net sales.

 

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