0000950170-23-010285 | 10-K | XBRL Viewer | Petco Health Wellness Company INC

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Revenue Recognition - Summary of Net Sales by Product Type and Services (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Disaggregation Of Revenue [Line Items]
Net sales	$ 6,035,967	$ 5,807,149	$ 4,920,202
Consumables
Disaggregation Of Revenue [Line Items]
Net sales	2,859,602	2,533,755	2,123,499
Supplies and companion animals
Disaggregation Of Revenue [Line Items]
Net sales	2,370,913	2,603,104	2,328,663
Services and other
Disaggregation Of Revenue [Line Items]
Net sales	$ 805,452	$ 670,290	$ 468,040

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Revenue Recognition

12 Months Ended

Jan. 28, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

2. Revenue Recognition

The Company generates revenue primarily from the sale of products and services. Revenue is recognized when the control of promised goods or services is transferred to customers, in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. Control refers to the ability of the customer to direct the use of, and obtain substantially all of, the remaining benefits from the goods or services.

Net sales by product type and services were as follows (in thousands):


	Fiscal years ended
	January 28, 2023		January 29, 2022		January 30, 2021
	(52 weeks)		(52 weeks)		(52 weeks)
Consumables	$	2,859,602	$	2,533,755	$	2,123,499
Supplies and companion animals		2,370,913		2,603,104		2,328,663
Services and other		805,452		670,290		468,040
Net sales	$	6,035,967	$	5,807,149	$	4,920,202

For all contracts with customers, the Company evaluates whether it is the principal (i.e. to report revenue on a gross basis) or agent (i.e. to report revenue on a net basis). Generally, the Company is the principal in its contracts with customers as it controls the related goods or services before they are transferred to the customer.

Revenue from product sales and services is reported net of sales refunds, which includes an estimate of future returns based on historical refund rates, with a corresponding reduction to cost of sales. The Company records a refund liability for sales returns, which is included in accrued expenses and other liabilities, and a corresponding asset for anticipated cost recoveries, which is included in other current assets. The Company’s refund liability and expected cost recoveries were not material as of January 28, 2023 and January 29, 2022. There is inherent judgment in estimating future refunds as they are susceptible to factors outside of the Company’s influence. The Company has significant experience in estimating the amount of refunds based primarily on historical data.

Revenue is recognized net of applicable sales tax in the consolidated statements of operations. Sales tax liability is included in accrued expenses and other liabilities in the consolidated balance sheets.

The Company’s contract liabilities primarily relate to product merchandise not yet delivered to customers, unredeemed gift cards, services not yet completed, and options that provide a material right to customers, such as its customer loyalty program. Substantially all of the Company’s remaining performance obligations have an original expected duration of one year or less. The Company did not have any material contract assets as of January 28, 2023 and January 29, 2022.

Product Revenue

Product revenue is recognized when control passes, which generally occurs at a point in time when the customer completes a transaction in a pet care center and receives the merchandise. The Company’s payment terms are typically at the point of sale.

For transactions initiated online, customers choose whether to have it delivered to them (using third-party parcel delivery companies) or to collect their merchandise from one of the Company’s pet care centers (“buy online, pick up in store,” or “BOPUS”). For items delivered directly to the customer, control passes and revenue is recognized when delivery has been completed to the customer, as title has passed and possession has transferred to the customer. For BOPUS sales, control passes and revenue is recognized once the customer has taken possession of the merchandise. Any fees charged to customers for delivery (such as shipping and handling) are a component of the transaction price and are recognized when delivery has been completed. The Company uses delivery information to determine when to recognize revenue for products and any related delivery fee revenue.

Service Revenue

The Company recognizes service revenue from pet grooming, veterinary care, and certain other in-store services once the service is completed, as this is when the customer has the ability to direct the use of and obtain the benefits of the service. Payment terms are typically at the point of sale, but may also occur upon completion of the service. The Company’s service contracts are primarily with retail and veterinary customers.

The Company recognizes service revenue from dog training ratably over the life of the contract, as this pattern best depicts when customers use the services provided and, accordingly, when delivery of the performance obligation occurs.

Gift Cards

The Company sells its own gift cards to customers in its pet care centers, online, and through select third parties. The Company recognizes revenue from gift cards when gift cards are redeemed by the customer. The Company also recognizes revenue for the portion of gift card values that is not expected to be redeemed (“breakage”). Breakage is estimated based upon historical redemption patterns and other factors, such as laws and regulations applicable to each jurisdiction. There is judgment in assessing redemption patterns and the ultimate value of gift cards that is not expected to be redeemed.

Sales Incentives and Customer Loyalty Program

The Company has a customer loyalty program that allows members to earn points for each qualifying purchase. Points earned enable members to receive a certificate that may be redeemed on future purchases generally within 45 days of the issuance date. The loyalty program points represent customer options that provide a material right and, accordingly, are performance obligations for each applicable contract. The relative standalone selling price of points earned by loyalty program members is deferred and included as part of accrued expenses and other liabilities in the consolidated balance sheets based on the amount of points that are projected to be redeemed, subject to breakage. The Company’s contract liabilities for its customer loyalty program were not material as of January 28, 2023 and January 29, 2022. Revenue is recognized for these performance obligations as actual redemptions occur and the Company updates its estimate of the amount of points that are projected to be redeemed. There is judgment in assessing redemption patterns and the ultimate value of points that is not expected to be redeemed.

The Company issues coupons that are not earned in conjunction with a purchase of a product or service, typically as part of targeted marketing activities. Additionally, the Company issues coupons in conjunction with the purchase of products or services. However, these coupons typically do not materially exceed the range of discounts given to similar customers and do not confer a material right. In both of these cases, these are not performance obligations and are instead recognized as a reduction of the transaction price when redeemed by the customer.

The Company sells annual membership plans that include access to benefits such as vet exams, percentage discounts on certain products and services and additional loyalty program points. The Company allocates the transaction price to all performance obligations identified in the contract based on their relative fair values. Performance obligations provided over the term of the contract are recognized as revenue on a usage basis. This involves the estimation of expected usage patterns, primarily derived from historical information. When insufficient history is available to estimate usage, the Company recognizes revenue ratably over the life of the contract.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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+ Details

Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Defined Contribution Plan Disclosure [Line Items]
Contributions to plans, amount	$ 10.7	$ 9.2	$ 6.6
Qualified Plan
Defined Contribution Plan Disclosure [Line Items]
Defined contribution plan, matching percentage	100.00%
Defined contribution plan, first percentage	1.00%
Defined contribution plan, additional percentage	50.00%
Defined contribution plan, next percentage of compensation	5.00%
Defined contribution plan, vesting schedule period	3 years
Defined contribution plan months of service	6 months
Qualified Plan \| Director
Defined Contribution Plan Disclosure [Line Items]
Defined contribution plan, matching percentage	100.00%
Defined contribution plan, first percentage	1.00%
Defined contribution plan, additional percentage	50.00%
Defined contribution plan, next percentage of compensation	2.00%
Nonqualified Plan
Defined Contribution Plan Disclosure [Line Items]
Defined contribution plan, matching percentage	50.00%
Defined contribution plan, first percentage	6.00%
Defined contribution plan, percentage contributed by each participant	50.00%
Participating employee compensation percentage	3.00%

Stockholders' Equity - Schedule of Series C Unit Activity Under 2016 Incentive Plan (Details) - 2016 Incentive Plan	12 Months Ended
	Jan. 28, 2023 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding, January 29, 2022	207,178,000
Granted	0
Forfeited	(5,819,000)
Outstanding, January 28, 2023	201,359,000
Vested, January 28, 2023	151,597,000

Income Taxes - Schedule of Changes in Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022
Income Tax Disclosure [Abstract]
Beginning balance	$ 16,421	$ 16,421
Additions for tax positions taken in prior years	0	0
Decreases related to lapse of statute limitation	0	0
Ending balance	$ 16,421	$ 16,421

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Jan. 28, 2023	Mar. 23, 2023	Jul. 30, 2022
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Jan. 28, 2023
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Registrant Name	Petco Health and Wellness Company, Inc
Entity Central Index Key	0001826470
Entity Current Reporting Status	Yes
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--01-28
Entity Filer Category	Large Accelerated Filer
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Public Float			$ 1,130
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
ICFR Auditor Attestation Flag	true
Document Annual Report	true
Document Transition Report	false
Auditor Name	Ernst & Young LLP
Auditor Location	San Diego, California
Auditor Firm ID	42
Documents Incorporated by Reference	The information required by Part III of this Annual Report on Form 10-K, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement to be filed pursuant to Regulation 14A in connection with the registrant’s 2023 annual meeting of stockholders within 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates.
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		228,963,580
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

Leases

12 Months Ended

Jan. 28, 2023

Leases [Abstract]

Leases

. Leases

Lease assets and liabilities are reflected in the Company’s consolidated balance sheets as follows (in thousands):


Leases	Balance sheet location	January 28, 2023		January 29, 2022
Assets
Operating leases	Operating lease right-of-use assets	$	1,397,761	$	1,338,465
Finance leases	Fixed assets, net(1)		24,624		24,500
Total lease assets		$	1,422,385	$	1,362,965
Liabilities
Current
Operating leases	Current portion of operating lease liabilities	$	309,766	$	265,897
Finance leases	Current portion of long-term debt and other lease liabilities		5,794		4,764
Non-current
Operating leases	Operating lease liabilities, excluding current portion		1,148,155		1,096,133
Finance leases	Other long-term liabilities		23,642		25,052
Total lease liabilities		$	1,487,357	$	1,391,846

(1)

Finance lease right-of-use assets are recorded net of accumulated amortization of $24.6 million and $19.7 million as of January 28, 2023 and January 29, 2022, respectively.

The components of total lease cost are as follows (in thousands):


	Fiscal years ended
	January 28, 2023			January 29, 2022			January 30, 2021
Operating lease cost	$	422,792		$	422,465		$	430,359
Finance lease cost:
Amortization of right-of-use lease assets		5,660			3,933			3,292
Interest on lease liabilities		1,329			876			908
Variable lease cost		110,335			109,723			105,859
Sublease income		(2,810	)		(5,091	)		(5,327	)
Total lease cost	$	537,306		$	531,906		$	535,091

Other information for the Company’s leases is as follows (in thousands):


	Fiscal years ended
	January 28, 2023		January 29, 2022		January 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	386,259	$	418,210	$	399,557
Operating cash flows from finance leases	$	1,349	$	850	$	941
Financing cash flows from finance leases	$	5,083	$	3,564	$	3,404
Lease assets obtained in exchange for lease liabilities:
Operating leases	$	363,311	$	308,166	$	132,829
Finance leases	$	4,784	$	19,841	$	613


	January 28, 2023			January 29, 2022
Weighted average remaining lease term:
Operating leases	6.0 years			6.0 years
Finance leases	3.2 years			3.6 years
Weighted average discount rate:
Operating leases		8.4	%		9.2	%
Finance leases		4.7	%		4.6	%

At January 28, 2023, the maturities of the Company’s operating and finance lease liabilities were as follows (in thousands):


Fiscal years	Operating leases			Finance leases
2023		414,773			7,029
2024		355,630			16,726
2025		292,014			3,734
2026		234,248			2,161
2027		164,643			1,182
Thereafter		380,655			1,569
Total lease payments	$	1,841,963		$	32,401
Less imputed interest		(384,042	)		(2,965	)
Present value of lease payments		1,457,921			29,436
Less current portion		(309,766	)		(5,794	)
Lease liabilities, excluding current portion	$	1,148,155		$	23,642

Composition of Balance Sheet Accounts - Schedule of Other Long-Term Liabilities (Details) - USD ($) $ in Thousands	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Balance Sheet Related Disclosures [Abstract]
Self-insurance reserves, non-current	$ 52,780	$ 56,486	$ 52,780
Finance leases	23,642	25,052
Other liabilities	54,065	52,567
Other long-term liabilities	$ 130,487	$ 134,105

Senior Secured Credit Facilities

12 Months Ended

Jan. 28, 2023

Debt Disclosure [Abstract]

Senior Secured Credit Facilities

7. Senior Secured Credit Facilities

The Company previously 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”).

The Company’s obligations under the First Lien Term Loan and ABL Revolving Credit Facility are secured by substantially all of the personal property assets of the Company with differing priority rights to the various personal property assets ascribed to each facility. The credit facility agreements, while not identical, contain certain affirmative and negative covenants related to indebtedness, liens, fundamental changes in the business, investments, restricted payments and agreements and a fixed charge coverage ratio, among other things. As of January 28, 2023, the Company was in compliance with its covenants on the agreements.

The credit agreements governing the First Lien Term Loan and ABL Revolving Credit Facility contain customary default provisions including, among others, the failure to make payments when due, defaults under other material indebtedness, non-compliance with covenants, change of control and bankruptcy, the occurrence of any of which would limit the Company’s ability to draw on the ABL Revolving Credit Facility and could result in the applicable lenders under the First Lien Term Loan and ABL Revolving Credit Facility accelerating the maturity of such indebtedness and foreclosing upon the collateral pledged thereunder.

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 Company accounted for the repayment as a partial extinguishment and recognized a loss on debt extinguishment of $12.6 million, which represents a portion of previously unamortized debt discount and debt issuance costs and is included in the accompanying consolidated statement of operations.

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. 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.

On December 12, 2022, the Company amended the First Lien Term Loan to replace the LIBOR-based rate with a SOFR-based rate as the interest rate benchmark. Interest on the First Lien Term Loan is based on, at the Company’s option, either a base rate or Adjusted Term SOFR, subject to a 0.75% floor, payable upon maturity of the SOFR contract, in either case plus the applicable rate. The base rate is the greater of the bank prime rate, federal funds effective rate plus 0.5% or Adjusted Term SOFR plus 1.0%. The applicable rate is 2.25% per annum for a base rate loan or 3.25% per annum for an Adjusted Term SOFR loan. Principal and interest payments commenced on June 30, 2021. Principal payments are $4.25 million quarterly. In March 2023, the Company repaid $35.0 million on the First Lien Term Loan using existing cash on hand. The repayment was applied to remaining principal payments in order of scheduled payment date.

As of January 28, 2023, the outstanding principal balance of the First Lien Term Loan was $1,670.3 million ($1,648.9 million, net of the unamortized discount and debt issuance costs). As of January 29, 2022, the outstanding principal balance of the First Lien Term Loan was $1,687.3 million ($1,662.1 million, net of the unamortized discount and debt issuance costs). The weighted average interest rate on the borrowings outstanding was 8.2% and 4.1% as of January 28, 2023 and January 29, 2022, 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 January 28, 2023 and January 29, 2022, the estimated fair value of the First Lien Term Loan was approximately $1,649.4 million and $1,687.3, respectively, based upon Level 2 fair value hierarchy inputs (Note 1).

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 January 28, 2023 and January 29, 2022, no amounts were outstanding under the ABL Revolving Credit Facility. At January 28, 2023, $443.9 million was available under the ABL Revolving Credit Facility, which is net of $56.1 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 $3.6 million and $4.7 million 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 January 28, 2023 and January 29, 2022, respectively.

The ABL Revolving Credit Facility has availability up to $500.0 million and a $150.0 million letter of credit sub-facility. The availability is limited to a borrowing base, which allows borrowings of up to 90% of eligible accounts receivable plus 90% of the net orderly liquidation value of eligible inventory plus up to $50.0 million of qualified cash of the Company to which the Company and guarantors have no access, less reserves as determined by the administrative agent. Letters of credit reduce the amount available to borrow under the ABL Revolving Credit Facility by their face value.

On December 12, 2022, the Company amended the ABL Revolving Credit Facility to replace the LIBOR-based rate with a SOFR-based rate as the interest rate benchmark. Interest on the ABL Revolving Credit Facility is based on, at the Company’s option, either the base rate or Adjusted Term SOFR subject to a floor of 0%, in either case, plus an applicable margin. The applicable margin is currently equal to 25 basis points in the case of base rate loans and 125 basis points in the case of Adjusted Term SOFR loans.

The applicable margin is adjusted quarterly based on the average historical excess availability as a percentage of the Line Cap, which represents the lesser of the aggregate ABL Revolving Credit Facility and the borrowing base, as follows:


Average Historical Excess Availability	Applicable Margin for Adjusted Term SOFR 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.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Summary of Significant Accounting Policies - Additional Information (Details)		1 Months Ended				12 Months Ended
	Jan. 19, 2021 USD ($) $ / shares shares	May 31, 2022 USD ($)	Jun. 30, 2021 USD ($) $ / shares shares	Jan. 18, 2021 shares	Mar. 31, 2016 USD ($) Agreement	Jan. 29, 2022 USD ($) State Segment CareCenter	Jan. 30, 2021 USD ($)	Feb. 01, 2020 USD ($)	Jan. 28, 2023 USD ($)	Nov. 30, 2022
Summary Of Significant Accounting Policies [Line Items]
Number of care centers \| CareCenter						1,430
Number of states in which the entity operates \| State						50
Net proceeds from issuance of common stock	$ 936,000,000.0
Credit and debit card receivables from banks included in cash and cash equivalents						$ 40,000,000.0	$ 35,900,000
Number of reporting units \| Segment						1
Joint venture management fees						$ 700,000	2,500,000	$ 2,000,000.0
Advertising expenses						203,700,000	227,900,000	168,400,000
Advertising expense adjustments upon reimbursement of vendor cooperative advertising						$ 10,000,000.0	32,500,000	$ 25,700,000
Number of interest rate cap agreements \| Agreement					5
Derivative, notional value					$ 1,950,000,000.0
Derivative, cap interest rate										4.50%
Derivative, maturity date					Jan. 29, 2021
London Interbank Offered Rate (LIBOR)
Summary Of Significant Accounting Policies [Line Items]
Derivative, cap interest rate					2.25%
Variable Interest Entities, Primary Beneficiary
Summary Of Significant Accounting Policies [Line Items]
Cash consideration		$ 35.0
VIEs' ownership percentage						50.00%
VIEs' agreement to purchase remaining ownership percentage		50.00%
Mexico Joint Venture
Summary Of Significant Accounting Policies [Line Items]
Equity method investment, ownership percentage						50.00%
Accrued Expenses And Other Liabilities
Summary Of Significant Accounting Policies [Line Items]
Accrued offering expenses	$ 3,800,000
Accounts Payable And Book Overdrafts
Summary Of Significant Accounting Policies [Line Items]
Book overdrafts						$ 61,500,000			$ 27,400,000
Other Current Assets
Summary Of Significant Accounting Policies [Line Items]
Self-insurance reserves						5,700,000			7,000,000.0
Other Long-term Assets
Summary Of Significant Accounting Policies [Line Items]
Self-insurance reserves						15,900,000			$ 16,400,000
Other Noncurrent Liabilities
Summary Of Significant Accounting Policies [Line Items]
Asset retirement obligations						$ 6,200,000	$ 6,900,000
Class A Common Stock
Summary Of Significant Accounting Policies [Line Items]
Conversion to Delaware corporation (Note1) (in shares) \| shares				171,200,000
Issuance of common stock (in shares) \| shares	55,200,000
Offering price per share \| $ / shares	$ 18.00
Class A Common Stock \| Scooby Aggregator, LP
Summary Of Significant Accounting Policies [Line Items]
Issuance of common stock (in shares) \| shares			25,300,000
Offering price per share \| $ / shares			$ 24.00
Net proceeds from issuance of common stock			$ 0
Common Class B-1
Summary Of Significant Accounting Policies [Line Items]
Conversion to Delaware corporation (Note1) (in shares) \| shares				37,800,000
Common Class B-2
Summary Of Significant Accounting Policies [Line Items]
Conversion to Delaware corporation (Note1) (in shares) \| shares				37,800,000

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Annual contract fees	$ 4.4	$ 4.1	$ 4.1

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Cash flows from operating activities:
Net income (loss)	$ 89,910	$ 159,805	$ (31,736)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	193,828	172,431	174,836
Amortization of debt discounts and issuance costs	4,940	5,796	24,237
Provision for deferred taxes	(893)	37,741	25,548
Equity-based compensation	60,784	49,265	12,915
Impairments, write-offs and losses on sale of fixed and other assets	1,992	10,918	15,606
Loss on extinguishment and modification of debt		20,838	17,549
Income from equity method investees	(12,976)	(10,883)	(6,482)
Amounts reclassified out of accumulated other comprehensive income (Note 9)	168		10,793
Change in contingent consideration obligation			(398)
Non-cash operating lease costs	422,792	422,465	430,359
Other non-operating loss (income)	12,667	(34,497)
Changes in assets and liabilities:
Receivables	6,038	(13,791)	(10,311)
Merchandise inventories	22,681	(136,404)	(60,635)
Prepaid expenses and other assets	(5,933)	(17,664)	(13,842)
Accounts payable and book overdrafts	(22,763)	71,775	46,303
Accrued salaries and employee benefits	(51,427)	10,679	34,295
Accrued expenses and other liabilities	13,616	42,899	(28,289)
Operating lease liabilities	(386,259)	(418,210)	(399,557)
Other long-term liabilities	(3,162)	(14,948)	27,424
Net cash provided by operating activities	346,003	358,215	268,615
Cash flows from investing activities:
Cash paid for fixed assets	(278,020)	(239,110)	(159,560)
Cash paid for acquisitions, net of cash acquired (Note 3)	(9,640)	(4,334)
Cash paid for interest in veterinary joint venture (Note 1)	(35,000)
Cash paid for investments			(1,000)
Proceeds from investments		6,135	73
Proceeds from sale of assets	2,336	226	3,302
Net cash used in investing activities	(320,324)	(237,083)	(157,185)
Cash flows from financing activities:
Borrowings under long-term debt agreements	123,000	1,700,000	476,000
Repayments of long-term debt	(140,000)	(1,690,861)	(1,554,890)
Debt refinancing costs		(24,665)
Payments for finance lease liabilities	(5,083)	(3,564)	(3,404)
Proceeds from employee stock purchase plan and stock option exercises	3,796	4,185
Tax withholdings on stock-based awards	(15,555)	(33)
Proceeds from initial public offering, net of issuance costs			936,041
Repurchase of equity			(105)
Payment of contingent consideration			(250)
Payment of offering costs		(3,844)
Net cash used in financing activities	(33,842)	(18,782)	(146,608)
Net (decrease) increase in cash, cash equivalents and restricted cash	(8,163)	102,350	(35,178)
Cash, cash equivalents and restricted cash at beginning of year	221,890	119,540	154,718
Cash, cash equivalents and restricted cash at end of year	213,727	221,890	119,540
Supplemental cash flow disclosures:
Interest paid, net	89,285	64,545	178,960
Capitalized interest	1,480	1,003	499
Income taxes paid	14,443	16,092	2,388
Supplemental non-cash investing and financing activities disclosures:
Accounts payable and accrued expenses for capital expenditures	$ 29,051	36,935	19,723
Accrued expenses for offering costs in initial public offering			3,844
Accrued tax withholdings on stock-based awards		$ 6,552
Contributions of Senior Notes (Note 8)			$ 573,934

Stockholders' Equity

12 Months Ended

Jan. 28, 2023

Stockholders' Equity Note [Abstract]

Stockholders' Equity

12. Stockholders’ Equity

Equity-based compensation awards under the Company’s current equity incentive plan (the “2021 Equity Incentive Plan”) include restricted stock units (“RSUs,” which include performance-based stock units), restricted stock awards (“RSAs”), non-qualified stock options, and other equity compensation awards. The Company also has an employee stock purchase plan (“ESPP”).

The Company issues new shares of Class A common stock upon exercise of stock options and the vesting of restricted stock units. As of January 28, 2023, there were 26.8 million shares of Class A common stock available for issuance pursuant to future equity-based compensation awards under the 2021 Equity Incentive Plan.

The Company’s controlling parent, Scooby LP, also maintains an incentive plan (the “2016 Incentive Plan”) under which it has awarded partnership unit awards to certain current and former employees, consultants, and non-employee directors of the Company that are restricted profit interests in Scooby LP subject to a distribution threshold (“Series C Units”).

The following table summarizes the Company’s equity-based compensation expense by award type (in thousands):


	Fiscal years ended
	January 28, 2023		January 29, 2022		January 30, 2021
	(52 weeks)		(52 weeks)		(52 weeks)
RSUs and RSAs	$	38,146	$	25,459	$	1,991
Options		9,418		8,002		391
ESPP		1,274		1,034		—
Other awards		11,946		14,770		10,533
Total equity-based compensation expense	$	60,784	$	49,265	$	12,915
Total related tax benefit	$	8,160	$	5,033	$	329

RSUs and RSAs

The Company has both time-vested RSUs and performance-based RSUs. Time-vested RSUs are awarded to eligible employees and non-employee directors and entitle the grantee to receive shares of Class A common stock at the end of a vesting period, subject solely to the individual’s continued employment or service as a director. In most cases, 34% of the units becomes vested on the anniversary of the grant date, followed by 16.5% of the units in four equal semi-annual installments thereafter. Performance-based RSUs are awarded to eligible employees and entitle the grantee to receive shares of Class A common stock if the Company achieves specified performance goals during the performance period and the grantee remains employed through the vesting period.

RSU activity under the 2021 Equity Incentive Plan was as follows (in thousands, except per share and contractual life amounts):


	Shares			Weighted average grant date fair value per share		Weighted average remaining contractual life (years)		Aggregate intrinsic value
Nonvested, January 29, 2022		2,587		$	18.63		1.0	$	47,342
Granted		7,536			15.23
Vested and delivered		(1,402	)		18.63
Forfeited/expired		(919	)		18.52
Nonvested, January 28, 2023		7,802		$	15.36		1.2	$	91,596

As of January 28, 2023, unrecognized compensation expense related to unvested RSUs was $93.3 million, which is expected to be recognized over a weighted average period of approximately 2.0 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.

Options

The Company provides stock option grants, which are time-vested, as a form of employee compensation. In most cases, 34% of the options generally becomes vested on the anniversary of the grant date, followed by 16.5% of the options in four equal semi-annual installments thereafter. Stock options generally expire 10 years from the grant date.

Stock option activity under the 2021 Equity Incentive Plan was as follows (in thousands, except per share and contractual life amounts):


	Shares subject to options			Weighted average exercise price per share		Weighted average remaining contractual life (years)		Aggregate intrinsic value
Outstanding, January 29, 2022		3,327		$	18.00		9.0	$	998
Granted		5,125			11.97
Exercised		(45	)		18.00
Forfeited/expired		(593	)		18.36
Outstanding, January 28, 2023		7,814		$	14.02		9.1	$	3,512
Exercisable, January 28, 2023		1,853		$	18.00		7.9	$	—

No stock option awards were granted in fiscal 2021. The fair value of stock option awards granted in fiscal 2022 and 2020 was estimated at the grant dates using the Black-Scholes option pricing model with the following assumptions:


	Fiscal years ended
	January 28, 2023	January 30, 2021
	(52 weeks)	(52 weeks)
Dividend yield	0.0%	0.0%
Expected volatility (1)	38.0% - 48.4%	40.4%
Risk-free interest rate (2)	2.8% - 3.6%	0.7%
Expected term (3)	5.8 to 5.9 years	5.9 years
Grant date fair value per share	$10.98 - $21.06	$18.00
Estimated fair value per option granted	$5.46 - $8.64	$7.00

(1)

The expected volatility was estimated based on the historical volatility of a select peer group of similar publicly traded companies for a term consistent with the expected term of the stock options.

(2)

The risk-free interest rates were based on the U.S. Treasury constant maturity interest rate for a term consistent with the expected term of the stock options.

(3)

The expected term of the stock options represents the estimated period of time until exercise and was calculated using the simplified method.

As of January 28, 2023, unrecognized compensation expense related to unvested options was $32.1 million, which is expected to be recognized over a weighted average period of approximately 1.8 years.

ESPP

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. As of January 28, 2023, 7.3 million shares of Class A common stock were available for issuance under the ESPP.

Other Awards

Other awards primarily consist of partnership unit awards (“Series C Units”) issued by Scooby LP to eligible employees, consultants, and non-employee directors of the Company under the 2016 Incentive Plan, which was established in connection with the Acquisition. Series C Unit awards are restricted profit interests in Scooby LP subject to a distribution threshold and have generally been issued in the form of time-based units that vest in three to five equal annual installments following the grant date. In addition to acceleration upon a change in control, a portion of grantees’ Series C Units may vest upon certain levels of direct or indirect sales by Scooby LP of the Company’s Class A common stock, and all unvested Series C Units will fully accelerate in the event Scooby LP sells 90% of its direct or indirect holdings of the Company’s Class A common stock. No additional Series C Units have been or will be awarded following the Company’s initial public offering.

For the Series C Units granted during fiscal 2020, the weighted average fair value per unit was estimated to be $0.44.

The weighted average fair value per Series C Unit was estimated at the grant date using the Black-Scholes option pricing model with the following assumptions:


		Fiscal year ended
		January 30, 2021
		(52 weeks)
Dividend yield		0.0%
Expected volatility (1)		60.0 - 81.9%
Weighted average volatility (1)		81.1%
Risk-free interest rate (2)		0.1% - 1.3%
Expected term (3)		2.0 to 4.0 years

(1)

The expected volatility was estimated based on the historical volatility of a select peer group of similar publicly traded companies for a term consistent with the expected term of the Series C Units.

(2)

The risk-free interest rates were based on the U.S. Treasury constant maturity interest rate for a term consistent with the expected term of the Series C Units.

(3)

The expected term of the Series C Units was based on estimated liquidity event timing.

Series C Unit activity under the 2016 Incentive Plan was as follows (in thousands):


	Units
Outstanding, January 29, 2022		207,178
Granted		—
Forfeited		(5,819	)
Outstanding, January 28, 2023		201,359
Vested, January 28, 2023		151,597

Charges with respect to awards issued pursuant to the 2016 Incentive Plan are reflected in the Company’s consolidated financial statements. Compensation expense related to Series C Units is generally not tax deductible.

As of January 28, 2023, unrecognized compensation expense related to the unvested portion of Scooby LP’s Series C Units was $9.3 million, which is expected to be recognized over a weighted average period of 1.3 years.

Earnings (Loss) Per Share

Shares of Class A common stock and Class B-1 common stock participate equally in the earnings and losses of the Company and have identical rights in distribution. Basic net income (loss) per Class A and B-1 common share is based on the weighted-average Class A and B-1 common shares outstanding during the relevant period. Diluted net income (loss) per Class A and B-1 common share is based on the weighted-average Class A and B-1 common shares outstanding during the relevant period adjusted for the effect of potentially dilutive securities.

Potentially dilutive securities include potential Class A common shares related to outstanding stock options and unvested RSUs, calculated using the treasury stock method. The calculation of diluted shares outstanding excludes options and RSUs where the combination of the exercise price (in the case of options) 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 antidilutive.

In fiscal 2022 and 2021, there were approximately 6.7 million and 3.3 million potential shares, respectively, that were anti-dilutive and excluded from the computation of diluted shares outstanding. In fiscal 2020, all outstanding stock options and unvested RSUs were excluded from the calculation of diluted loss per Class A and B-1 common share, as their effect would be antidilutive in a net loss period.

Shares of Class B-2 common stock are not included in the calculation of net income (loss) per share as they only possess voting rights. Unvested RSUs contain forfeitable rights to dividend equivalent units if dividends are paid to holders of Class A and B-1 common stock. Because the dividend equivalent units are forfeitable, unvested RSUs are not considered participating securities.

For periods prior to the Company’s conversion to a Delaware corporation, including fiscal 2020 for which a portion of the period preceded the conversion, 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 held by members.

Prior to the conversion, the Company’s Series C Units met the definition of participating securities, as they would have participated in distributions after certain applicable thresholds had been met. However, such thresholds had not been met in the periods presented, and holders of Series C Units were not contractually obligated to participate in losses of the Company. Accordingly, losses were not allocated to participating securities under the two-class method in these periods. Following the conversion, the Company had no Series C Units outstanding. Scooby LP’s own Series C Units (such as those granted under the 2016 Incentive Plan) do not participate in the earnings and losses of the Company and are therefore not participating securities.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 14
-Subparagraph (a)
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section 50
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jan. 28, 2023	Jan. 29, 2022
Allowance for credit loss, current	$ 952	$ 931
Preferred stock, par value per share	$ 0.001	$ 0.001
Preferred stock, shares authorized	25,000,000.0	25,000,000.0
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	1,000,000,000.0	1,000,000,000.0
Common stock, shares, issued	228,300,000	227,200,000
Common stock, shares, outstanding	228,300,000	227,200,000
Class B-1 Common Stock
Common stock, par value per share	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000.0	75,000,000.0
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	75,000,000.0	75,000,000.0
Common stock, shares, issued	37,800,000	37,800,000
Common stock, shares, outstanding	37,800,000	37,800,000

Leases - Schedule of Components of Total Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Leases [Abstract]
Operating lease cost	$ 422,792	$ 422,465	$ 430,359
Finance lease cost:
Amortization of right-of-use lease assets	5,660	3,933	3,292
Interest on lease liabilities	1,329	876	908
Variable lease cost	110,335	109,723	105,859
Sublease income	(2,810)	(5,091)	(5,327)
Total lease cost	$ 537,306	$ 531,906	$ 535,091

Accumulated Other Comprehensive Income (Loss) (Tables)

12 Months Ended

Jan. 28, 2023

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Changes In Balances of Each Component in Accumulated Other Comprehensive Income (Loss)

Changes in the balances of each component included in AOCI are presented below (net of tax, in thousands):


	Derivatives			Foreign currency translation adjustment			Total
Balance at February 1, 2020	$	(7,903	)	$	(370	)	$	(8,273	)
Other comprehensive loss before reclassifications		(86	)		(905	)		(991	)
Amounts reclassified from AOCI		7,989			—			7,989
Other comprehensive income (loss)		7,903			(905	)		6,998
Balance at January 30, 2021	$	—		$	(1,275	)	$	(1,275	)
Other comprehensive loss		—			(963	)		(963	)
Balance at January 29, 2022	$	—		$	(2,238	)	$	(2,238	)
Other comprehensive (loss) income before reclassifications		(2,180	)		194			(1,986	)
Amounts reclassified from AOCI		127		—				127
Other comprehensive (loss) income		(2,053	)		194			(1,859	)
Balance at January 28, 2023	$	(2,053	)	$	(2,044	)	$	(4,098	)

Composition of Balance Sheet Accounts (Tables)

12 Months Ended

Jan. 28, 2023

Balance Sheet Related Disclosures [Abstract]

Schedule of Fixed Assets, Net

Fixed assets, net, consisted of the following (in thousands):


	January 28, 2023			January 29, 2022
Equipment	$	885,370		$	772,454
Leasehold improvements		686,888			623,201
Furniture and fixtures		398,187			329,823
Buildings and related improvements		16,696			16,959
Land		418			3,254
		1,987,559			1,745,691
Less accumulated depreciation		(1,184,232	)		(1,018,769	)
	$	803,327		$	726,922

Schedule of Accrued Salaries and Employee Benefits

Accrued salaries and employee benefits consisted of the following (in thousands):


	January 28, 2023		January 29, 2022
Accrued compensation and related taxes	$	44,724	$	110,347
Self-insurance reserves		27,175		23,699
Accrued paid time-off		18,030		16,584
	$	89,929	$	150,630

Schedule of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):


	January 28, 2023		January 29, 2022
Accrued capital expenditures	$	29,051	$	36,935
Accrued real estate taxes		26,485		26,662
Accrued advertising		24,020		15,192
Deferred revenue		23,045		18,003
Sales taxes payable		22,950		19,950
Other accrued expenses and liabilities		92,005		94,130
	$	217,556	$	210,872

Schedule of Other Long-Term Liabilities

Other long-term liabilities consisted of the following (in thousands):


	January 28, 2023		January 29, 2022
Self-insurance reserves	$	52,780	$	56,486
Finance leases		23,642		25,052
Other liabilities		54,065		52,567
	$	130,487	$	134,105

Stockholders' Equity - Black-Scholes Assumptions for Options (Details) - Share-based Payment Arrangement, Option - $ / shares	12 Months Ended
	Jan. 28, 2023	Jan. 30, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Dividend yield	0.00%	0.00%
Expected volatility		40.40%
Expected volatility, minimum	38.00%
Expected volatility, maximum	48.40%
Risk-free interest rate		0.70%
Risk-free interest rate, minimum	2.80%
Risk-free interest rate, maximum	3.60%
Expected term		5 years 10 months 24 days
Grant date fair value per share		$ 18.00
Estimated fair value per option granted		$ 7.00
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term	5 years 9 months 18 days
Grant date fair value per share	$ 10.98
Estimated fair value per option granted	$ 5.46
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term	5 years 10 months 24 days
Grant date fair value per share	$ 21.06
Estimated fair value per option granted	$ 8.64

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Nov. 23, 2021	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Net proceeds from sale of common stock			$ 6,135	$ 73
Impairment of fixed asset and right-of-use asset		$ 2,200	10,400	$ 14,500
Cash and Cash Equivalents
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Money market mutual funds		145,500	158,000
Restricted Cash \| Other Current Assets
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Money market mutual funds		$ 11,100	$ 9,300
Investment in Rover Group, Inc. \| Class A Common Stock
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	$ 6,100

Fair Value Measurements - Schedule of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Jan. 28, 2023	Jan. 29, 2022
Level 1 \| Money Market Mutual Funds
Assets (liabilities):
Asset fair value	$ 156,626	$ 167,277
Level 1 \| Investments of Officers' Life Insurance
Assets (liabilities):
Asset fair value	0	0
Level 1 \| Investment in Rover Group, Inc.
Assets (liabilities):
Asset fair value	20,152	32,819
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	13,112	14,575
Level 2 \| Investment in Rover Group, Inc.
Assets (liabilities):
Asset fair value	0	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	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	(18,464)	(17,453)
Non-qualified Deferred Compensation Plan \| Level 3
Assets (liabilities):
Liabilities fair value	$ 0	$ 0

CONSOLIDATED STATEMENTS OF EQUITY - USD ($)
shares in Thousands, $ in Thousands

Total

Members' Interest

^[1]

Common Stock

Class A Common Stock

Common Stock

Class B-1 Common Stock

Common Stock

Class B-2 Common Stock

Additional Paid-in Capital

(Accumulated Deficit) Retained Earnings

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 12)

12,915

9,757

$ 3,158

12,915

Repurchase of equity

(104)

Net income (loss)

(31,736)

(26,483)

(5,253)

Foreign currency translation adjustment, net of tax

(905)

Unrealized loss on derivatives, net of tax (Note 9)

(86)

Losses on derivatives reclassified to income, net of tax (Note 9)

7,989

Contributions of Senior Notes (Note 8)

573,934

Conversion to Delaware corporation(Note 1)

$ (1,367,783)

$ 209

582,876

784,698

Conversion to Delaware corporation (Note1) (in shares)

171,224

37,791

Issuance of common stock

932,197

932,142

932,197

Issuance of common stock (in shares)

55,200

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

Equity-based compensation expense (Note 12)

45,603

Net income (loss)

159,805

164,417

(4,612)

Foreign currency translation adjustment, net of tax

(963)

Unrealized loss on derivatives, net of tax (Note 9)

Losses on derivatives reclassified to income, net of tax (Note 9)

Issuance of restricted stock awards (in shares)

Issuance of common stock

(3,891)

(3,892)

(3,891)

Issuance of common stock (in shares)

708

Ending Balance at Jan. 29, 2022

2,255,819

265

2,133,821

142,166

(2,238)

2,274,014

(18,195)

Ending Balance (in shares) at Jan. 29, 2022

227,187

37,791

Equity-based compensation expense (Note 12)

61,355

Net income (loss)

89,910

90,801

(891)

Foreign currency translation adjustment, net of tax

194

Unrealized loss on derivatives, net of tax (Note 9)

(2,180)

Losses on derivatives reclassified to income, net of tax (Note 9)

127

Investment in veterinary joint venture (Note 1)

(21,226)

(40,312)

$ 19,086

Issuance of common stock

(2,521)

(2,522)

(2,521)

Issuance of common stock (in shares)

1,151

Ending Balance at Jan. 28, 2023

$ 2,381,477

$ 266

$ 2,152,342

$ 232,967

$ (4,098)

$ 2,381,477

Ending Balance (in shares) at Jan. 28, 2023

228,338

37,791

[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.

Senior Secured Credit Facilities - Applicable Margin for Adjusted LIBOR Loans and Base Rate Loans based on Average Historical Excess Availability (Parenthetical) (Details) - Amended Revolving Credit Facility	12 Months Ended
	Jan. 29, 2022
Applicable Margin for Adjusted LIBOR Loans \| Less than 33.3% of the Line Cap \| Maximum
Line Of Credit Facility [Line Items]
Percentage of average historical excess availability of loans	33.30%
Applicable Margin for Adjusted LIBOR Loans \| Less than 66.7% but Greater than or Equal to 33.3% of the Line Cap \| Maximum
Line Of Credit Facility [Line Items]
Percentage of average historical excess availability of loans	66.70%
Applicable Margin for Adjusted LIBOR Loans \| Less than 66.7% but Greater than or Equal to 33.3% of the Line Cap \| Minimum
Line Of Credit Facility [Line Items]
Percentage of average historical excess availability of loans	33.30%
Applicable Margin for Adjusted LIBOR Loans \| Greater than or Equal to 66.7% of the Line Cap \| Minimum
Line Of Credit Facility [Line Items]
Percentage of average historical excess availability of loans	66.70%
Applicable Margin for Base Rate Loans \| Less than 33.3% of the Line Cap \| Maximum
Line Of Credit Facility [Line Items]
Percentage of average historical excess availability of loans	33.30%
Applicable Margin for Base Rate Loans \| Less than 66.7% but Greater than or Equal to 33.3% of the Line Cap \| Maximum
Line Of Credit Facility [Line Items]
Percentage of average historical excess availability of loans	66.70%
Applicable Margin for Base Rate Loans \| Less than 66.7% but Greater than or Equal to 33.3% of the Line Cap \| Minimum
Line Of Credit Facility [Line Items]
Percentage of average historical excess availability of loans	33.30%
Applicable Margin for Base Rate Loans \| Greater than or Equal to 66.7% of the Line Cap \| Minimum
Line Of Credit Facility [Line Items]
Percentage of average historical excess availability of loans	66.70%

Composition of Balance Sheet Accounts - Schedule of Accrued Salaries and Employee Benefits (Details) - USD ($)	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Accrued Salaries And Employee Benefits [Line Items]
Accrued compensation and related taxes	$ 44,724,000	$ 110,347,000
Self-insurance reserves	27,175,000	28,432,000	$ 32,853,000
Accrued paid time-off	18,030,000	16,584,000
Accrued salaries and employee benefits	89,929,000	150,630,000
Accrued Salaries and Employee Benefits \| Workers’ Compensation and Employee-related Health Care Benefits
Accrued Salaries And Employee Benefits [Line Items]
Self-insurance reserves	$ 27,175	$ 23,699,000

Employee Benefit Plans

12 Months Ended

Jan. 28, 2023

Retirement Benefits [Abstract]

Employee Benefit Plans

11. Employee Benefit Plans

The Company has employee savings plans that permits eligible participants to make contributions by salary reduction pursuant to either section 401(k) of the Internal Revenue Code or under the Company’s non-qualified deferred compensation plan.

The Company generally matches 100% of the first 1% plus 50% of the next 5% of compensation contributed by each participating employee to the 401(k) plan. For eligible participants that hold positions as director and above, the Company matches, at its discretion, 100% of the first 1% plus 50% of the next 2% of compensation that is contributed by each participating employee to the plan. The Company match is subject to a 3-year vesting schedule. Employees are required to complete six months of service with the Company to participate in the plan.

Under the Company’s non-qualified deferred compensation plan, the Company matches 50% of the first 6% of compensation contributed by each participating employee to the plan from the date of eligibility until the point of time that the participating employee is eligible to participate in the Company’s 401(k) plan. Once a participating

employee is eligible to participate in the 401(k) plan, the Company match is 50% of the first 3% of compensation contributed by the employee to the plan.

In connection with the required matches, Company contributions to the plans were $10.7 million, $9.2 million, and $6.6 million for fiscal years 2022, 2021, and 2020, respectively.

Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Jan. 28, 2023	Jan. 29, 2022
Accounting Policies [Abstract]
Cash and cash equivalents	$ 201,901	$ 211,602
Restricted cash included in other current assets	$ 11,826	$ 10,288
Restricted Cash and Cash Equivalents, Current, Statement of Financial Position [Extensible Enumeration]	Other current assets	Other current assets
Total cash, cash equivalents and restricted cash in the statement of cash flows	$ 213,727	$ 221,890

Senior Secured Credit Facilities - Applicable Margin for Adjusted LIBOR Loans and Base Rate Loans based on Average Historical Excess Availability (Details) - Amended Revolving Credit Facility	12 Months Ended
	Jan. 29, 2022
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%

CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Statement of Stockholders' Equity [Abstract]
Foreign currency translation adjustment, net of tax	$ 71	$ (337)	$ (318)
Unrealized loss on derivatives, net of tax	(714)		(30)
Losses on derivatives reclassified to income, net of tax	42		$ 2,804
Investment in veterinary joint venture, net of tax	$ (13,774)

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands

12 Months Ended

Jan. 28, 2023

Jan. 29, 2022

Jan. 30, 2021

Income Statement [Abstract]

Net sales

$ 6,035,967

$ 5,807,149

$ 4,920,202

Cost of sales

3,608,860

3,380,539

2,813,464

Gross profit

2,427,107

2,426,610

2,106,738

Selling, general and administrative expenses

2,201,548

2,160,539

1,912,314

Operating income

225,559

266,071

194,424

Interest income

(1,032)

(62)

(653)

Interest expense

101,643

77,397

219,083

Loss on extinguishment and modification of debt

20,838

17,549

Other non-operating loss (income)

12,667

(34,497)

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

112,281

202,395

(41,555)

Income tax expense (benefit)

35,347

53,473

(3,337)

Income from equity method investees

(12,976)

(10,883)

(6,482)

Net income (loss)

89,910

159,805

(31,736)

Net loss attributable to noncontrolling interest

(891)

(4,612)

(5,253)

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

$ 90,801

$ 164,417

$ (26,483)

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

Basic

^[1]

$ 0.34

$ 0.62

$ (0.13)

Diluted

^[1]

$ 0.34

$ 0.62

$ (0.13)

Weighted average shares used in computing net income (loss) per Class A and B-1 common share (1):

Basic

^[1]

265,522

264,261

210,683

Diluted

^[1]

265,951

265,338

210,683

[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 12 for further discussion.

Summary of Significant Accounting Policies

12 Months Ended

Jan. 28, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Description of Business and 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 with 1,430 pet care centers in 50 states, the District of Columbia and Puerto Rico as of January 28, 2023. The Company also offers an expanded range of consumables, supplies and services through its www.petco.com, www.petcoach.co, www.petinsurancequotes.com, and www.pupbox.com websites.

The Company was formed as a Delaware limited liability company under the name PET Acquisition LLC on November 19, 2015 as an acquisition entity controlled by Scooby LP, which was indirectly owned by funds affiliated with CVC Capital Partners, Canada Pension Plan Investment Board, a Canadian company (together with CVC Capital Partners, the “Sponsors”), and certain co-investors. On January 26, 2016, the Company completed a merger (the “Acquisition”) whereby Petco Holdings, Inc. converted from a Delaware corporation to a Delaware limited liability company and became a wholly owned subsidiary of the Company. Under this ownership structure, the Company had four classes of membership units: (i) Common Series A Units; (ii) Common Series B Units; (iii) Common Series C Units; and (iv) Voting Common Units.

Corporate Conversion and Public Offerings

In January 2021, all of the Company’s Common Series A Units, Common Series B Units, and Common Series C Units were contributed from Scooby LP to a newly formed and wholly owned subsidiary, Scooby Aggregator, LP. The Company then converted to a Delaware corporation pursuant to a statutory conversion and changed its name to Petco Health and Wellness Company, Inc.

In connection with the conversion and immediately prior to the Company’s initial public offering, all outstanding membership units were converted into 171.2 million shares of newly-issued Class A common stock, 37.8 million shares of newly-issued Class B-1 common stock, and 37.8 million shares of newly-issued Class B-2 common stock. The existing balances of members’ interest and accumulated deficit prior to the 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.

The rights of the holders of Class A common stock and Class B-1 common stock are identical in all respects, except that Class B-1 common stock does not vote on the election or removal of the Company’s directors. The rights of the holders of Class B-2 common stock differ from the rights of the holders of Class A common stock and Class B-1 common stock in that holders of Class B-2 common stock only possess the right to vote on the election or removal of the Company’s directors.

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 price was $18.00 per share. The Company received net cash proceeds of approximately $936.0 million from the initial public offering after deducting underwriting discounts, commissions, and offering expenses through January 30, 2021, with $3.8 million of accrued offering expenses reflected in accrued expenses and other liabilities in the consolidated balance sheets. 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 7 and Note 8 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 million existing shares of Class A common stock in connection with a secondary offering. The offering price was $24.00 per share. The Company received no proceeds from the secondary offering. Expenses incurred by the Company related to the secondary offering were not material.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Petco Health and Wellness Company, Inc., its wholly owned subsidiaries, and a variable interest entity for which it was the primary beneficiary prior to the transaction described below. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("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.

Fiscal Year

The Company’s fiscal year ends on the Saturday closest to January 31, resulting in years of either 52 or 53 weeks. All references to a fiscal year refer to the fiscal year ending on the Saturday closest to January 31 of the following year. For example, references to fiscal 2022 refer to the fiscal year that began on January 30, 2022 and ended on January 28, 2023. Fiscal 2022, 2021 and 2020 included 52 weeks.

Segment Reporting

Operating segments are components of an enterprise about which separate financial information is available and is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The CEO serves as the Company’s CODM. The Company manages its business as one reportable operating segment which is designed to sell pet food, supplies and companion animals, and services to pet parents across pet care center and online channels.

Cash and Cash Equivalents

Cash equivalents represent all liquid investments with original maturities of three months or less and include money market mutual funds. The Company maintains cash and cash equivalent balances with financial institutions that exceed federally insured limits. The Company has not experienced any losses related to these balances. Included in the Company’s cash and cash equivalents are credit and debit card receivables from banks, which typically settle within five business days, of $40.0 million and $35.9 million at January 28, 2023 and January 29, 2022, respectively. 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. Restricted cash is held in a trust used for certain employee benefit costs.


	January 28, 2023		January 29, 2022
Cash and cash equivalents	$	201,901	$	211,602
Restricted cash included in other current assets		11,826		10,288
Total cash, cash equivalents and restricted cash in the statement of cash flows	$	213,727	$	221,890

Outstanding checks in excess of funds on deposit (book overdrafts) totaled $27.4 million and $61.5 million at January 28, 2023 and January 29, 2022, respectively, and are reflected in accounts payable and book overdrafts in the consolidated balance sheets.

Vendor Rebates and Allowances

Most of the Company’s receivables are due from vendors. Receivables are stated net of an allowance for estimated credit losses, which is determined by continually evaluating individual receivables, the vendor’s financial condition and current and expected economic conditions. The additions and deductions to the allowance for estimated credit losses were not material for all periods presented.

The Company receives vendor allowances, primarily in the form of cooperative advertising reimbursements, rebate incentives, prompt purchase discounts, and vendor compliance charges pursuant to agreements with certain vendors. Substantially all vendor allowances are initially deferred as a reduction of the cost of inventory purchased and recorded as a reduction to cost of sales in the consolidated statements of operations as the inventory is sold. Vendor rebates and allowances that are identified as specific, incremental and identifiable costs incurred by the Company in selling the vendors’ products are classified as a reduction of selling, general and administrative expenses in the consolidated statements of operations as the costs are incurred, as the related costs are also classified as selling, general and administrative expenses.

Merchandise Inventories

Merchandise inventories represent finished goods and are stated at the lower of cost or net realizable value. Cost is determined by the average-cost method and includes inbound freight charges. Physical inventories are performed on a regular basis at pet care center locations and cycle counts are performed for inventory at distribution centers. During the period between counts at pet care center locations, the Company accrues for estimated losses related to inventory shrinkage based on historical inventory shrinkage results and current trends in the business. Inventory shrinkage may occur due to theft, loss, or the deterioration of goods, among other reasons. The Company assesses its inventory for estimated obsolescence or unmarketable inventory and writes down the difference between the cost of inventory and the estimated market value based upon historical mark-downs, supply on-hand and assumptions about future sales.

Fixed Assets

Fixed assets are stated at cost or fair value as of the date of the Acquisition less accumulated depreciation and amortization. Pet care center facilities and equipment under finance leases are recorded at the present value of lease payments at the inception of the lease. Maintenance and minor repairs are expensed as incurred.

Buildings, equipment, furniture and fixtures are depreciated using the straight-line method over the estimated useful life of the asset. Leasehold and building improvements are amortized using the straight-line method over the term of the lease or the estimated useful life of the improvement, whichever is shorter. Land is not depreciated. Amortization of fixed assets financed through finance leases is included in depreciation and amortization expense.

The Company’s fixed assets are generally depreciated or amortized using the following estimated useful lives:


Buildings		30 years
Equipment		3 to 7 years
Furniture and fixtures		4 to 7 years
Leasehold and building improvements		5 to 10 years

Costs incurred to develop internal-use software during the application development stage, which include costs to design the software configuration and interfaces, coding, installation and testing, are capitalized and reported at cost, less accumulated amortization. Costs of significant upgrades and enhancements that result in additional functionality are also capitalized, whereas costs incurred for maintenance and minor upgrades and enhancements are expensed as incurred. Software and capitalized development costs are included in the Company’s equipment fixed asset category and are amortized using the straight-line method over the estimated useful life of the asset.

The Company assesses its fixed assets, including internal-use software, for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The review of recoverability is based on estimates of the undiscounted future cash flows expected to be generated by an asset (or group of assets) at a pet care center level. If impairment exists due to the inability to recover the asset’s carrying value, impairment losses are measured as the amount by which the asset’s carrying value exceeds its fair value using the income approach and are recorded as a reduction of the related asset and charged to the consolidated statements of operations.

Goodwill

Goodwill represents the excess of the cost of acquired businesses over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed. Goodwill is not amortized. The Company performs its annual impairment test during the fourth quarter of each fiscal year, or more frequently when warranted by events or changes in circumstances. The Company has the option to first perform a qualitative assessment of its goodwill to determine whether it is necessary to perform a quantitative impairment test. If the Company concludes it is more likely than not that its goodwill is impaired, management evaluates the recoverability of goodwill by comparing the carrying value of the Company’s reporting unit to the fair value. An impairment charge is recorded for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the loss recognized not exceeding the total amount of goodwill allocated to that reporting unit. The Company has one reporting unit. In cases where the quantitative test is performed, the fair value of the Company’s reporting unit is estimated by a third party valuation firm.

Trade Name

The Company’s trade name has an indefinite life. The Company performs its annual impairment test during the fourth quarter of each fiscal year, or more frequently when warranted by events or changes in circumstances. The Company also has the option to first perform a qualitative assessment of its trade name to determine whether it is necessary to perform a quantitative impairment test. In cases where the quantitative test is performed, the fair value of the Company’s trade name is estimated by a third party valuation firm. Significant assumptions inherent in the valuation methodologies employed by the third party valuation firm could include, but are not limited to, prospective financial information, growth rates, discount rates and comparable multiples from publicly traded companies in similar industries. An impairment charge is recorded for the amount by which the carrying amount of the trade name exceeds its fair value.

Joint Ventures, Equity Method Investments, and Variable Interest Entities

Investments for which the Company exercises significant influence but does not have control are accounted for under the equity method. Equity method investment activity is primarily related to a 50% joint venture with Grupo Gigante, S.A.B. de C.V. (the “Mexico joint venture”) to establish Petco locations in Mexico. The Company’s share of the investee’s results is presented as either income or loss from equity method investees in the accompanying consolidated statements of operations.

The equity method of accounting is applicable for the Mexico joint venture as the Company does not own more than 50% of voting power, but has significant influence over the operation and financial policies of the investee. The joint venture is not material to the Company’s consolidated financial statements.

The Mexico joint venture purchases certain inventory items and pet care center assets from the Company. The Company also receives royalties from the Mexico joint venture for the use of its trademarks. Revenues generated from these transactions were not material in fiscal 2022, 2021, and 2020. The cumulative unrealized foreign currency adjustment on the translation of the Company’s investment in the joint venture and the foreign currency translation impact of the royalty receivable are recorded in accumulated other comprehensive income (“AOCI”), net of tax.

The Company consolidates variable interest entities (“VIEs”) where it has been determined that the Company is the primary beneficiary of those entities’ operations. The Company held a 50% investment in a joint venture with

a domestic partner to build and operate veterinary clinics in Petco locations, which were previously accounted for under the equity method. In March 2019, the Company entered into an amended agreement governing the joint venture’s operations and determined that the Company had the power to direct the activities most important to the VIE. As a result, the joint venture was a VIE for which the Company was the primary beneficiary. Under the amended agreement, the domestic partner provided certain management and support services to the joint venture. These services included administrative, financial reporting, compliance, and technology support services in connection with the operation and growth of the joint venture. As compensation for these services, the joint venture paid the domestic partner a quarterly joint venture management fee equal to a portion of clinic revenues, subject to a minimum fixed fee. The Company incurred and recorded $0.7 million, $2.5 million, and $2.0 million of joint venture management fees under this agreement in fiscal 2022, 2021, and 2020, respectively, which were included in selling, general and administrative expenses in the consolidated statements of operations. In May 2022, the Company completed the purchase of the remaining 50% of the issued and outstanding membership interests of the joint venture, which is now a wholly owned subsidiary of the Company, for cash consideration of $35.0 million. Direct transaction costs related to this purchase were not material.

Fair Value Measurements

Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would conduct a transaction, in addition to the assumptions that market participants would use when pricing the related assets or liabilities, including non-performance risk.

A three-level hierarchy prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy are as follows:


Level 1 —	Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

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

Level 3 —	Unobservable inputs for the asset or liability.

The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, trade accounts payable, and accrued expenses and other current liabilities approximate fair value based on the short-term maturities of these instruments.

Refer to Notes 7, 9 and 10 for fair value disclosures for the senior secured term credit facilities, derivatives, and other types of assets and liabilities measured at fair value, respectively.

Self-Insurance Reserves

The Company is self-insured for workers’ compensation, general, auto liability and employee-related health care benefits, a portion of which is paid by the Company’s employees. Additionally, the Company has insurance coverage to limit its exposure above a per occurrence retention limit. These insurance policies have stated maximum coverage limits after which the Company bears the risk of loss. The Company determines the related liabilities using a number of factors including historical experience and trends related to claims and payments, information provided by the Company’s insurance brokers and actuaries, an estimate of incurred but not reported claims and industry experience and trends. Estimates of future claim costs for workers’ compensation, general, auto liability and employee-related health care benefits are recorded on an undiscounted basis. All estimates of ultimate loss and loss

adjustment expense and resulting reserves are subject to inherent variability caused by the nature of the insurance process. The potentially long period of time between the reporting of an occurrence of an incident and the final resolution of a claim and the possible effects of changes in the legal, social and economic environments contribute to this variability. The Company reports self-insurance liabilities gross of insurance recoveries. As of January 28, 2023, insurance recoveries of $7.0 million and $16.4 million were recorded in other current assets and other long-term assets, respectively. As of January 29, 2022, insurance recoveries of $5.7 million and $15.9 million were recorded in other current assets and other long-term assets, respectively.

Self-insurance reserves are reflected in the consolidated balance sheets as follows (in thousands):


	January 28, 2023		January 29, 2022
Current:
Workers’ compensation and employee-related health care benefits	$	27,175	$	23,699
General and auto liability reserves		5,678		4,733
	$	32,853	$	28,432
Non-current:
Workers’ compensation reserve	$	40,336	$	44,706
General and auto liability reserves		12,444		11,780
	$	52,780	$	56,486

The current portion and non-current portion of self-insurance reserves for workers’ compensation and employee-related health care benefits are included in accrued salaries and employee benefits and other long-term liabilities, respectively, in the consolidated balance sheets. The current portion and non-current portion of self-insurance reserves for general and auto liability costs are included in accrued expenses and other liabilities and other long-term liabilities, respectively, in the consolidated balance sheets.

Revenue Recognition

The Company recognizes revenue when control of promised goods or services is transferred to customers, in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services.

See Note 2 for further discussion on revenue recognition.

Cost of Sales

Cost of sales includes the following types of expenses:

•

Direct costs (net of vendor rebates, allowances and discounts for products sold) including inbound freight charges;

•

Shipping and handling costs associated with sales to customers;

•

Freight costs associated with moving merchandise inventories;

•

Inventory shrinkage costs and write-downs;

•

Payroll costs of pet groomers, trainers, veterinarians and other direct costs of services; and

•

Costs associated with operating the Company’s distribution centers including payroll, occupancy costs and depreciation

Selling, General and Administrative Expenses

Selling, general and administrative expenses include the following types of expenses:

•

Payroll and benefit costs of pet care center and corporate employees;

•

Occupancy and operating costs of pet care center and corporate facilities;

•

Depreciation and amortization related to pet care center and corporate assets;

•

Credit card fees;

•

Store pre-opening and remodeling costs;

•

Advertising costs; and

•

Other selling and administrative costs

Advertising Expenses

The Company records advertising expense as incurred and classifies advertising costs within selling, general and administrative expenses in the consolidated statements of operations. The Company’s advertising expenses, net of cooperative advertising reimbursements, were $203.7 million, $227.9 million, and $168.4 million for fiscal 2022, 2021, and 2020, respectively. Vendor cooperative advertising reimbursements reduced total advertising expense by $10.0 million, $32.5 million, and $25.7 million for fiscal 2022, 2021, and 2020, respectively.

Leases

The majority of the Company’s lease liabilities are real estate operating leases from which pet care center, corporate support, and distribution operations are conducted. The Company also leases equipment, vehicles, and certain pet care center locations under finance leases. Lease terms generally do not include options to terminate the lease and only include options to extend the lease, if it is reasonably certain that the option will be exercised. For any lease with an initial term in excess of 12 months, the related lease assets and liabilities are recognized on the consolidated balance sheet as an operating or finance lease at the commencement of the lease agreement. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. The Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term.

Operating lease assets represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized based on the present value of future payments over the lease term at the commencement date. The Company uses a collateralized incremental borrowing rate based on the information available at the commencement date to determine the present value of future payments. Operating leases typically require payment of certain non-lease costs, such as real estate taxes, common area maintenance and insurance. These components comprise the majority of the Company’s variable lease costs and are excluded from the present value of lease liabilities unless an event occurs that results in the payments becoming fixed for the remaining term. The remaining lease and non-lease components are accounted for together as a single lease component for all underlying classes of assets. Operating lease assets are adjusted for lease incentives, initial direct costs, impairments, and exit or disposal costs.

Operating lease costs are recognized on a straight-line basis from the commencement date to the end of the lease term. Operating lease costs relating to distribution centers are included in cost of sales, and operating lease costs relating to pet care center and corporate support locations are included in selling, general and administrative expenses in the consolidated statements of operations. Amortization on finance lease right-of-use assets relating to distribution centers are included in cost of sales, and amortization on finance lease right-of-use assets relating to pet care center and corporate support locations are included in selling, general and administrative expenses in the consolidated statements of operations. Interest on finance lease right-of-use assets is included in interest expense in the consolidated statements of operations. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company’s sublease portfolio consists mainly of operating leases with a domestic partner to operate dog boarding and daycare facilities, which are not material.

The Company records contractual obligations associated with the retirement of long-lived assets at their fair value at the time the obligations are incurred. These obligations arise from certain leases and primarily relate to the cost of removing leasehold improvements and certain fixtures from such lease sites and restoring the sites to their original condition. Upon initial recognition of the liability, that cost is capitalized as part of the related long-lived asset and depreciated on a straight-line basis over the estimated useful life of the asset. Activity related to these obligations in fiscal 2022, 2021, and 2020 was not material. The Company’s asset retirement obligation was $6.2 million and $6.9 million at January 28, 2023 and January 29, 2022, respectively, and is included in other long-term liabilities in the consolidated balance sheets.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. Valuation allowances, if any, are recorded against net deferred tax assets when it is considered more likely than not that some portion or all of a deferred tax asset may not be recoverable. Deferred tax assets and liabilities are recorded as either net non-current assets or net non-current liabilities on the consolidated balance sheets. Refer to Note 13 for further disclosures of the Company’s income taxes.

Management regularly evaluates the likelihood of recognizing the benefit for income tax positions it has taken in various federal and state filings by considering relevant facts, circumstances and information available. The authoritative guidance clarifies the accounting for income taxes by prescribing a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold for recognizing benefit of a tax position is that such position is more likely than not to be sustained upon examination by the taxing authority, including resolution of any related appeals or litigation processes, and is based on the technical merits of the position.

Equity-Based Compensation

Equity-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the vesting period of the award, which is also the requisite service period, based upon the corresponding vesting method and probability of vesting (Note 12). The Company recognizes the effect of pre-vesting forfeitures as they occur.

Equity Valuation

The per unit fair value of equity underlying the partnership unit awards prior to the Company’s initial public offering was determined by the Company’s board of directors based on enterprise valuations performed by management with the assistance of a third-party valuation firm, taking into consideration any recent market transactions involving the Company’s equity. The valuation of the equity of any private company involves various estimates and assumptions that may differ from actual values.

For a portion of fiscal 2020, the Company’s equity value was determined using a combination of two valuation approaches:

Income Approach – estimates the fair value based on the present value of the Company’s future estimated cash flows and the residual value of the Company beyond the forecast period. These future cash flows, including the cash flows beyond the forecast period for the residual value, are discounted to their present

values using an appropriate discount rate, to reflect the risks inherent in the Company achieving these estimated cash flows.

Market Approach (specifically, the guideline public company method) – estimates fair value based upon the observed valuation multiples of comparable public companies, the equity of which is freely-traded by investors in the public securities markets.

Beginning in the third quarter of fiscal 2020 and prior to its initial public offering, the Company determined its equity value using the probability weighted expected return method (“PWERM”), or the hybrid method. Under the hybrid method, multiple valuation approaches are used and then combined into a single probability weighted valuation using a PWERM, which considers the probability of an initial public offering scenario.

The results of the valuation approaches were weighted based on a variety of factors including: current macroeconomic environment, current industry conditions and length of time since arms-length market transaction events. Additionally, a discount for lack of marketability was applied to account for the lack of access to an active public market. The resulting value was then allocated to outstanding equity using an option-pricing model.

Derivative Instruments

In March 2016, the Company entered into a series of five interest rate cap agreements with four counterparties totaling $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 three-month LIBOR exceeds 2.25%. The interest rate caps are accounted for as cash flow hedges, and changes in the fair value of the interest rate caps are reported as a component of AOCI. The interest rate caps were settled in accordance with their contractual terms on January 29, 2021.

In November 2022, the Company entered into a series of interest rate cap agreements to limit the maximum interest on a portion of the Company’s variable-rate debt and decrease its exposure to interest rate variability when the three-month Secured Overnight Financing Rate ("SOFR") as published by CME Group exceeds 4.5%. The interest rate caps are accounted for as cash flow hedges, and changes in the fair value of the interest rate caps are reported as a component of AOCI.

Refer to Note 9 for further disclosures of the Company’s derivative instruments and hedging activities.

Recent Accounting Pronouncements

In March 2020, the FASB issued Accounting Standards Update No. 2020-04 – Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions affected by the anticipated transition from LIBOR. As a result of the reference rate reform initiative, certain widely used reference rates such as LIBOR are expected to be discontinued. The guidance is designed to simplify how entities account for contracts, such as receivables, debt, leases, derivative instruments and hedging, that are modified to replace LIBOR or other benchmark interest rates with new rates. The Company adopted this accounting policy in December 2022. The adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. Refer to Note 7 for additional information.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jan. 28, 2023	Jan. 29, 2022
ASSETS	$ 6,612,829	$ 6,497,941
Current assets:
Cash and cash equivalents	201,901	211,602
Receivables, less allowance for credit losses ($952 and $931, respectively)	49,580	55,618
Merchandise inventories, net	652,430	675,111
Prepaid expenses	51,274	42,355
Other current assets	60,809	86,091
Total current assets	1,015,994	1,070,777
Fixed assets, net	803,327	726,922
Operating lease right-of-use assets	1,397,761	1,338,465
Goodwill	2,193,941	2,183,991
Trade name	1,025,000	1,025,000
Other long-term assets	176,806	152,786
Total assets	6,612,829	6,497,941
Current liabilities:
Accounts payable and book overdrafts	381,213	403,976
Accrued salaries and employee benefits	89,929	150,630
Accrued expenses and other liabilities	217,556	210,872
Current portion of operating lease liabilities	309,766	265,897
Current portion of long-term debt and other lease liabilities	22,794	21,764
Total current liabilities	1,021,258	1,053,139
Senior secured credit facilities, net, excluding current portion	1,628,331	1,640,390
Operating lease liabilities, excluding current portion	1,148,155	1,096,133
Deferred taxes, net	303,121	318,355
Other long-term liabilities	130,487	134,105
Total liabilities	4,231,352	4,242,122
Commitments and contingencies (Notes 7 and 15)
Stockholders' equity:
Preferred stock, $0.001 par value: Authorized - 25.0 million shares; Issued and outstanding - none
Additional paid-in-capital	2,152,342	2,133,821
Retained earnings	232,967	142,166
Accumulated other comprehensive loss	(4,098)	(2,238)
Total stockholders’ equity	2,381,477	2,274,014
Noncontrolling interest		(18,195)
Total equity	2,381,477	2,255,819
Total liabilities and equity	6,612,829	6,497,941
Class A Common Stock
Stockholders' equity:
Common stock value	228	227
Class B-1 Common Stock
Stockholders' equity:
Common stock value	38	38
Class B-2 Common Stock
Stockholders' equity:
Common stock value

Commitments and Contingencies

12 Months Ended

Jan. 28, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

15. Commitments and Contingencies

Baseball Stadium Naming Rights Commitment

In March 2003, the Company entered into an agreement with San Diego Ballpark Funding LLC and Padres L.P. to name the San Diego Padres’ new stadium Petco Park. The naming rights include signage, advertising and other promotional benefits. Pursuant to the agreement, the Company pays an annual contract fee. Fees for fiscal 2022, 2021, and 2020 were $4.4 million, $4.1 million, and $4.1 million, respectively. These fees are included in selling, general and administrative expenses in the consolidated statements of operations, and will be adjusted by the maximum annual change related to the San Diego consumer price index per year through the 2027 Major League Baseball season.

Litigation

The Company is involved in legal proceedings and is subject to other claims and litigation arising in the ordinary course of its business. The Company has made accruals with respect to certain of these matters, where appropriate, which are reflected in the Company’s consolidated financial statements but are not, individually or in the aggregate, considered material. For other matters, the Company has not made accruals because management has not yet determined that a loss is probable or because the amount of loss cannot be reasonably estimated. While the ultimate outcome of the matters cannot be determined, the Company currently does not expect that these matters will have a material adverse effect on its consolidated financial statements. The outcome of any litigation is inherently uncertain, however, and if decided adversely to the Company, or if the Company determines that settlement of particular litigation is appropriate, the Company may be subject to liability that could have a material adverse effect on its consolidated financial statements.

Stockholders' Equity - Schedule of Stock Option Activity (Details) - 2021 Equity Incentive Plan - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares subject to options, Outstanding, January 29, 2022	3,327
Shares subject to options, Granted	5,125
Shares subject to options, Exercised	(45)
Shares subject to options, Forfeited/expired	(593)
Shares subject to options, Outstanding, January 28, 2023	7,814	3,327
Shares subject to options, Exercisable, January 29, 2022	1,853
Outstanding, January 29, 2022, weighted average exercise price per share	$ 18.00
Granted, weighted average exercise price per share	11.97
Exercised, weighted average exercise price per share	18.00
Forfeited/expired, weighted average exercise price per share	18.36
Outstanding, January 28, 2023, weighted average exercise price per share	14.02	$ 18.00
Exercisable, January 28, 2023, weighted average exercise price per share	$ 18.00
Weighted average remaining contractual life (years), Outstanding	9 years 1 month 6 days	9 years
Weighted average remaining contractual life (years),, Exercisable, January 28, 2023	7 years 10 months 24 days
Aggregate intrinsic value, Outstanding	$ 3,512	$ 998

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Jan. 28, 2023

Accounting Policies [Abstract]

Description of Business and Basis of Presentation

Corporate Conversion and Public Offering

Corporate Conversion and Public Offerings

Principles of Consolidation

Use of Estimates

Fiscal Year

Segment Reporting

Cash and Cash Equivalents


	January 28, 2023		January 29, 2022
Cash and cash equivalents	$	201,901	$	211,602
Restricted cash included in other current assets		11,826		10,288
Total cash, cash equivalents and restricted cash in the statement of cash flows	$	213,727	$	221,890

Vendor Rebates and Allowances

Merchandise Inventories

Fixed Assets

The Company’s fixed assets are generally depreciated or amortized using the following estimated useful lives:


Buildings		30 years
Equipment		3 to 7 years
Furniture and fixtures		4 to 7 years
Leasehold and building improvements		5 to 10 years

Goodwill

Trade Name

Joint Ventures, Equity Method Investments, and Variable Interest Entities

Fair Value Measurements

The three levels of the fair value hierarchy are as follows:


Level 1 —	Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

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

Level 3 —	Unobservable inputs for the asset or liability.

Refer to Notes 7, 9 and 10 for fair value disclosures for the senior secured term credit facilities, derivatives, and other types of assets and liabilities measured at fair value, respectively.

Self Insurance Reserves

Self-Insurance Reserves

Self-insurance reserves are reflected in the consolidated balance sheets as follows (in thousands):


	January 28, 2023		January 29, 2022
Current:
Workers’ compensation and employee-related health care benefits	$	27,175	$	23,699
General and auto liability reserves		5,678		4,733
	$	32,853	$	28,432
Non-current:
Workers’ compensation reserve	$	40,336	$	44,706
General and auto liability reserves		12,444		11,780
	$	52,780	$	56,486

Revenue Recognition

See Note 2 for further discussion on revenue recognition.

Cost of Sales

Cost of sales includes the following types of expenses:

•

Direct costs (net of vendor rebates, allowances and discounts for products sold) including inbound freight charges;

•

Shipping and handling costs associated with sales to customers;

•

Freight costs associated with moving merchandise inventories;

•

Inventory shrinkage costs and write-downs;

•

Payroll costs of pet groomers, trainers, veterinarians and other direct costs of services; and

•

Costs associated with operating the Company’s distribution centers including payroll, occupancy costs and depreciation

Selling, General and Administrative Expenses

Selling, general and administrative expenses include the following types of expenses:

•

Payroll and benefit costs of pet care center and corporate employees;

•

Occupancy and operating costs of pet care center and corporate facilities;

•

Depreciation and amortization related to pet care center and corporate assets;

•

Credit card fees;

•

Store pre-opening and remodeling costs;

•

Advertising costs; and

•

Other selling and administrative costs

Advertising Expenses

Leases

The Company’s sublease portfolio consists mainly of operating leases with a domestic partner to operate dog boarding and daycare facilities, which are not material.

Income Taxes

Equity-Based Compensation

Equity Valuation

For a portion of fiscal 2020, the Company’s equity value was determined using a combination of two valuation approaches:

values using an appropriate discount rate, to reflect the risks inherent in the Company achieving these estimated cash flows.

Derivative Instruments

Refer to Note 9 for further disclosures of the Company’s derivative instruments and hedging activities.

Recent Accounting Pronouncements

Stockholders' Equity - Schedule of RSUs (Details) - RSUs - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares Nonvested	2,587
Shares Granted	7,536
Shares Vested and delivered	(1,402)
Shares Forfeited/expired	(919)
Shares Nonvested	7,802	2,587
Weighted average grant date fair value per share, Nonvested	$ 18.63
Weighted average grant date fair value per Share, Granted	15.23
Weighted average grant date fair value per Share, Vested and delivered	18.63
Weighted average grant date fair value per Share, Forfeited/expired	18.52
Weighted average grant date fair value per share, Nonvested	$ 15.36	$ 18.63
Weighted average remaining contractual life (years), Nonvested	1 year 2 months 12 days	1 year
Aggregate intrinsic value, Nonvested	$ 91,596	$ 47,342

Derivative Instruments

12 Months Ended

Jan. 28, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

9. 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 three-month LIBOR exceeds 2.25%. The interest rate caps expired and were settled in accordance with their contractual terms on January 29, 2021. 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 AOCI. There were no amounts remaining in AOCI relating to the interest rate caps as of January 29, 2022. Approximately $10.8 million of pre-tax losses deferred in AOCI were reclassified to interest expense during fiscal 2020.

In November 2022, the Company entered into a series of interest rate cap agreements to limit the maximum interest on a portion of the Company’s variable-rate debt and decrease its exposure to interest rate variability when three-month SOFR as published by CME Group exceeds 4.5%. The interest rate caps became effective December 30, 2022 and expire on December 31, 2024.

Interest rate caps are reflected in the Company’s consolidated balance sheets as follows (in thousands):


Liabilities	Balance sheet location	January 28, 2023
Current liability portion of interest rate caps	Accrued expenses and other liabilities	$	1,176
Non-current liability portion of interest rate caps	Other long-term liabilities		1,717
Total interest rate caps		$	2,893

Although the Company is exposed to credit loss in the event of nonperformance by its counterparties, credit risk is considered limited due to the credit ratings of the counterparties and the use of a master netting agreement, which permits the netting of derivative payables and receivables. The Company has not historically incurred, and does not expect to incur in the future any losses as a result of counterparty default. The notional amount of the Company’s outstanding derivatives is not an indicator of the magnitude of potential exposure.

The interest rate cap agreements contain provisions that would be triggered in the event the Company defaults on its debt agreements (Note 7), which in turn could impact the assessment of hedge effectiveness or cause termination of the underlying cap agreements. As of January 28, 2023, no events of default have occurred. There is no collateral posting requirement outside the provisions in the debt agreements.

The interest rate caps are accounted for as cash flow hedges because the interest rate caps are expected to be highly effective in hedging variable rate interest payments. Changes in the fair value of the interest rate caps are reported as a component of AOCI. As of January 28, 2023, AOCI included unrealized losses of $2.7 million ($2.1 million, net of tax). Approximately $0.2 million of pre-tax losses deferred in AOCI were reclassified to interest expense during fiscal 2022. The Company currently estimates that $2.5 million of losses related to trade date costs on its interest rate caps that are currently deferred in AOCI will be reclassified to interest expense in the consolidated statement of operations within the next twelve months. This estimate could vary based on actual amounts as a result of changes in market conditions.

Composition of Balance Sheet Accounts - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Balance Sheet Related Disclosures [Abstract]
Depreciation and amortization expense	$ 193.9	$ 171.1	$ 174.0

Leases - Schedule of Maturities of Operating and Finance Lease Liabilities (Details) - USD ($) $ in Thousands	Jan. 28, 2023	Jan. 29, 2022
Operating leases
2023	$ 414,773
2024	355,630
2025	292,014
2026	234,248
2027	164,643
Thereafter	380,655
Total lease payments	1,841,963
Less imputed interest	(384,042)
Present value of lease payments	1,457,921
Less current portion	(309,766)	$ (265,897)
Lease liabilities, excluding current portion	1,148,155	1,096,133
Total lease payments	1,841,963
Finance leases
2023	7,029
2024	16,726
2025	3,734
2026	2,161
2027	1,182
Thereafter	1,569
Total lease payments	32,401
Less imputed interest	(2,965)
Present value of lease payments	29,436
Less current portion	(5,794)	(4,764)
Lease liabilities, excluding current portion	23,642	$ 25,052
Total lease payments	$ 32,401

Senior Secured Credit Facilities - Additional Information (Details) - USD ($)				1 Months Ended	12 Months Ended
	Dec. 12, 2022	Mar. 04, 2021	Jan. 19, 2021	Mar. 31, 2023	Jan. 29, 2022	Jan. 30, 2021	Jan. 28, 2023
Line Of Credit Facility [Line Items]
Credit facility, covenant compliance					the Company was in compliance with its covenants on the agreements.
Loss on debt extinguishment					$ (20,838,000)	$ (17,549,000)
Letter of credit sub facility					$ 150,000,000.0
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					$ 50,000,000.0
Amended Term Loan Facility
Line Of Credit Facility [Line Items]
Credit facility, initiation date		Mar. 04, 2021
Credit facility, maturity date		Mar. 04, 2021
Credit facility principal repaid			$ 727,000,000.0
Loss on debt extinguishment		$ 19,600,000	$ (12,600,000)
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						1,687,300,000
Outstanding principal balance, net of unamortized discount and debt issuance costs						$ 1,662,100,000
Weighted average interest rate						4.10%
Amended Term Loan Facility \| Level 2
Line Of Credit Facility [Line Items]
Estimated fair value of credit facility					1,687.3
Amended Revolving Credit Facility
Line Of Credit Facility [Line Items]
Credit facility, maturity date		Mar. 04, 2021
First Lien Term Loan
Line Of Credit Facility [Line Items]
Borrowings under credit facility		$ 1,700,000,000.0
Credit facility, maturity date		Mar. 04, 2028
Debt instrument floor rate	0.75%
Quarterly principal payments	$ 4.25
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					1,670,300,000
Outstanding principal balance, net of unamortized discount and debt issuance costs					$ 1,648,900,000
Weighted average interest rate					8.20%
First Lien Term Loan \| Scenario Forecast
Line Of Credit Facility [Line Items]
Credit facility principal repaid				$ 35,000,000.0
First Lien Term Loan \| Level 2
Line Of Credit Facility [Line Items]
Estimated fair value of credit facility					$ 1,649,400,000
First Lien Term Loan \| Base Rate
Line Of Credit Facility [Line Items]
Debt instrument basis spread on variable rate	0.50%
Applicable annual rate	2.25%
First Lien Term Loan \| Adjusted LIBOR
Line Of Credit Facility [Line Items]
Debt instrument basis spread on variable rate	1.00%
Applicable annual rate	3.25%
ABL Revolving Credit Facility
Line Of Credit Facility [Line Items]
Credit facility, initiation date		Mar. 04, 2021
Borrowings under credit facility		$ 500,000,000.0
Credit facility, maturity date		Mar. 04, 2026
Arranger fees and other third party expenses capitalized as debt issuance costs		$ 4,100,000
Unamortized debt issuance costs		$ 1,200,000			4.7		$ 3,600,000
Borrowings available under credit facility					443,900,000
Outstanding letters of credit					56,100,000
Borrowings base reduction					0
Maximum borrowing capacity					$ 500,000,000.0
Amended Revolving Credit Facility
Line Of Credit Facility [Line Items]
Debt instrument floor rate					0.00%
Line of credit facility, unused commitment fee percentage					0.375%
Amended Revolving Credit Facility \| Actual Daily Utilized Portion Exceeds 50%
Line Of Credit Facility [Line Items]
Line of credit facility, unused commitment fee percentage					0.25%
Amended Revolving Credit Facility \| Base Rate
Line Of Credit Facility [Line Items]
Debt instrument basis spread on variable rate					0.25%
Amended Revolving Credit Facility \| London Interbank Offered Rate (LIBOR)
Line Of Credit Facility [Line Items]
Debt instrument basis spread on variable rate					1.25%

Income Taxes

12 Months Ended

Jan. 28, 2023

Income Tax Disclosure [Abstract]

Income Taxes

13. Income Taxes

Income tax expense (benefit) consisted of the following (in thousands):


	Fiscal years ended
	January 28, 2023			January 29, 2022			January 30, 2021
	(52 weeks)			(52 weeks)			(52 weeks)
Current:
Federal	$	23,141		$	4,550		$	(29,869	)
State		13,099			11,182			984
	$	36,240		$	15,732		$	(28,885	)
Deferred:
Federal	$	4,649		$	39,087		$	19,604
State		(5,542	)		(1,346	)		5,944
	$	(893	)	$	37,741		$	25,548
Income tax expense (benefit)	$	35,347		$	53,473		$	(3,337	)

A reconciliation of income tax expense (benefit) at the federal statutory rate with the provision for income taxes is as follows (in thousands):


	Fiscal years ended
	January 28, 2023					January 29, 2022					January 30, 2021
	(52 weeks)					(52 weeks)					(52 weeks)
Income tax expense (benefit) at federal statutory rate	$	26,490		21.0	%	$	45,751		21.0	%	$	(6,251	)	21.0	%
Non-deductible expenses		2,035		1.9			1,425		0.7			986		(3.3	)
Equity compensation		6,754		5.4			5,988		2.7			2,212		(7.4	)
State taxes, net of federal tax benefit		4,289		3.1			7,636		3.5			5,473		(18.4	)
Tax credits		(3,800	)	(3.0	)		(2,500	)	(1.1	)		(1,907	)	6.4
Uncertain tax positions		1,142		0.9			925		0.4			4,593		(15.4	)
CARES Act – carryback rate differential		—		—			—		—			(8,752	)	29.3
IPO transaction costs		—		—			(5,201	)	(2.4	)		—		—
Other, net		(1,563	)	(1.3	)		(551	)	(0.3	)		309		(1.0	)
	$	35,347		28.0	%	$	53,473		24.5	%	$	(3,337	)	11.2	%

The effective tax rate is based on expected taxable income, statutory tax rates and tax planning opportunities available to the Company. Reserves are established when positions are “more likely than not” to not be sustained if challenged. Reserves are adjusted at each reporting period to reflect the impact of audit settlements, expiration of statutes of limitation, developments in the tax law and ongoing discussions with the tax authorities. Accrued interest and penalties associated with uncertain tax positions are recognized as part of the income tax provision.

On March 27, 2020, in response to the COVID-19 pandemic, the “Coronavirus Aid, Relief and Economic Security Act” (“CARES Act”) was signed into law by the President of the United States. The CARES Act includes, among other things, U.S. corporate income tax provisions related to net operating loss carryback periods, alternative minimum tax credits, modifications to interest deduction limitations and technical corrections on tax depreciation methods for qualified improvement property. The Company re-measured deferred tax assets related to $67.4 million net operating losses available under the CARES Act that were expected to be carried back to the fiscal years before

the Tax Act was enacted, which resulted in a benefit of $8.8 million that increased the effective tax rate in the fiscal year ended January 30, 2021.

During the fiscal year ended January 29, 2022, the Company completed its analysis of third party legal, consulting, accounting, and other transaction costs incurred by the Company in connection with its initial public offering on January 13, 2021, which resulted in a benefit of $5.2 million that decreased the effective tax rate in the fiscal year ended January 29, 2022.

Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands):


	January 28, 2023			January 29, 2022
Deferred tax assets:
Inventory	$	25,758		$	21,203
Accrued employee benefits		30,847			38,670
Net operating losses, state tax credit carryforwards		5,918			5,856
Interest expense limitation carry-forward under IRC §163(j)		25,761			14,696
Lease-related items		377,270			359,677
Other		1,927			11,646
Total deferred tax assets		467,481			451,748
Valuation allowance		(2,520	)		(5,863	)
Net deferred tax assets		464,961			445,885
Deferred tax liabilities:
Fixed assets		(112,868	)		(115,621	)
Intangible assets		(261,333	)		(267,597	)
Debt restructuring		(1,975	)		(2,248	)
Lease-related items		(361,833	)		(347,501	)
Investments in joint ventures		(30,073	)		(31,273	)
Total deferred tax liabilities		(768,082	)		(764,240	)
	$	(303,121	)	$	(318,355	)

In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. With the exception to certain state net operating losses discussed below, management believes that it is more likely than not that the Company will realize the benefits of these deductible differences. This is based upon future reversals of existing taxable temporary differences over the periods in which the deferred tax assets are deductible.

As of January 28, 2023, the Company has recorded a deferred tax asset of $2.5 million reflecting the benefit of $48.0 million in state income tax net operating loss carryforwards, which will begin to expire in fiscal 2023. The Company believes that it is more likely than not that the state net operating loss carryforward will not be realized and recorded a valuation allowance of $2.5 million on the deferred tax asset related to these state net operating loss carryforwards as of January 28, 2023. If or when recognized, the tax benefits related to any reversal of the valuation allowance on deferred tax assets will be accounted for as a reduction of income tax expense.

The Company has approximately $16.4 million of unrecognized tax benefits as of January 28, 2023, of which $4.2 million, if recognized, would impact the effective tax rate and $12.2 million would result in an adjustment to the net deferred tax liability.

Changes in unrecognized tax benefits, excluding interest and penalties, were as follows (in thousands):


	January 28, 2023		January 29, 2022
Beginning balance	$	16,421	$	16,421
Additions for tax positions taken in prior years		—		—
Decreases related to lapse of statute limitation		—		—
Ending balance	$	16,421	$	16,421

The Company has approximately $2.9 million accrued for interest and penalties as of January 28, 2023 in the consolidated balance sheets and recorded $1.3 million in interest during fiscal 2022 in the consolidated statements of operations. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. The Company does not anticipate that unrecognized tax benefits will significantly increase or decrease over the next 12 months.

The Company is no longer subject to examination for U.S. federal income tax for periods prior to fiscal 2018. The Company is no longer subject to examination by state tax authorities for tax periods prior to fiscal 2017. The Company is currently under audit by various state jurisdictions for various years. Though the estimated completion dates of these audits are not known, it is possible that these audits will be completed within the next 12 months. In addition, the Company does not foresee other material changes to the federal or state uncertain tax positions affecting income tax expense within the next 12 months. The Company has no material foreign operations.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Stockholders' Equity - Black-Scholes Assumptions for Series C Units (Detail) - 2016 Incentive Plan	12 Months Ended
	Jan. 30, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Dividend yield	0.00%
Expected volatility, minimum	60.00%
Expected volatility, maximum	81.90%
Weighted average volatility	81.10%
Risk-free interest rate, minimum	0.10%
Risk-free interest rate, maximum	1.30%
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term	2 years
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term	4 years

Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Fixed Assets (Details)	12 Months Ended
	Jan. 28, 2023
Buildings
Property Plant And Equipment [Line Items]
Estimated useful lives	30 years
Equipment \| Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives	3 years
Equipment \| Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives	7 years
Furniture and Fixtures \| Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives	4 years
Furniture and Fixtures \| Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives	7 years
Leasehold and Building Improvements \| Minimum
Property Plant And Equipment [Line Items]
Estimated useful lives	5 years
Leasehold and Building Improvements \| Maximum
Property Plant And Equipment [Line Items]
Estimated useful lives	10 years

Leases - Schedule of Other Information of Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 386,259	$ 418,210	$ 399,557
Operating cash flows from finance leases	1,349	850	941
Financing cash flows from finance leases	5,083	3,564	3,404
Lease assets obtained in exchange for lease liabilities:
Operating leases	363,311	308,166	132,829
Finance leases	$ 4,784	$ 19,841	$ 613
Weighted average remaining lease term:
Operating leases	6 years	6 years
Finance leases	3 years 2 months 12 days	3 years 7 months 6 days
Weighted average discount rate:
Operating leases	8.40%	9.20%
Finance leases	4.70%	4.60%

Senior Notes

12 Months Ended

Jan. 28, 2023

Debt Disclosure [Abstract]

Senior Notes

. Senior Notes

Floating Rate Senior Notes

On January 26, 2016, the Company issued $750.0 million of unsecured senior notes in a private offering (the “Floating Rate Senior Notes”). In January 2021, 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. 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. The Company accounted for the repayment as an extinguishment of debt and recognized a loss on debt extinguishment of $4.9 million, which represents a write-off of the remaining unamortized debt issuance costs and is included in the accompanying consolidated statement of operations.

3.00% Senior Notes

On January 26, 2016, the Company issued senior unsecured notes in a private offering to its members, which were last amended on September 28, 2020 to extend their maturity to January 25, 2023 (the “3.00% Senior Notes”).

On January 19, 2021, 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 in connection with its initial public offering. This contribution was recorded as an adjustment to additional paid-in-capital.

Goodwill

12 Months Ended

Jan. 28, 2023

Goodwill, Impaired, Accumulated Impairment Loss [Abstract]

Goodwill

. Goodwill

The changes in the carrying amount of the Company’s goodwill were as follows (in thousands):


	January 28, 2023			January 29, 2022
Beginning balance:
Goodwill	$	2,991,954		$	2,987,273
Accumulated impairment		(807,963	)		(807,963	)
Goodwill, net	$	2,183,991		$	2,179,310
Additions from acquisitions	$	9,950		$	4,681
Ending balance:
Goodwill	$	3,001,904		$	2,991,954
Accumulated impairment		(807,963	)		(807,963	)
Goodwill, net	$	2,193,941		$	2,183,991

Refer to Note 10 for further discussion of the results of impairment testing performed on the Company’s goodwill.

Revenue Recognition (Tables)

12 Months Ended

Jan. 28, 2023

Revenue from Contract with Customer [Abstract]

Summary of Net Sales by Product Type and Services

Net sales by product type and services were as follows (in thousands):


	Fiscal years ended
	January 28, 2023		January 29, 2022		January 30, 2021
	(52 weeks)		(52 weeks)		(52 weeks)
Consumables	$	2,859,602	$	2,533,755	$	2,123,499
Supplies and companion animals		2,370,913		2,603,104		2,328,663
Services and other		805,452		670,290		468,040
Net sales	$	6,035,967	$	5,807,149	$	4,920,202

Derivative Instruments (Tables)

12 Months Ended

Jan. 28, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Interest Rate Caps Reflected in Consolidated Balance Sheets

Interest rate caps are reflected in the Company’s consolidated balance sheets as follows (in thousands):


Liabilities	Balance sheet location	January 28, 2023
Current liability portion of interest rate caps	Accrued expenses and other liabilities	$	1,176
Non-current liability portion of interest rate caps	Other long-term liabilities		1,717
Total interest rate caps		$	2,893

Income Taxes (Tables)

12 Months Ended

Jan. 28, 2023

Income Tax Disclosure [Abstract]

Schedule of Income Tax Expense (Benefit)

Income tax expense (benefit) consisted of the following (in thousands):


	Fiscal years ended
	January 28, 2023			January 29, 2022			January 30, 2021
	(52 weeks)			(52 weeks)			(52 weeks)
Current:
Federal	$	23,141		$	4,550		$	(29,869	)
State		13,099			11,182			984
	$	36,240		$	15,732		$	(28,885	)
Deferred:
Federal	$	4,649		$	39,087		$	19,604
State		(5,542	)		(1,346	)		5,944
	$	(893	)	$	37,741		$	25,548
Income tax expense (benefit)	$	35,347		$	53,473		$	(3,337	)

Reconciliation of Income Tax Expense (Benefit) at Federal Statutory Rate With Provision For Income Taxes

A reconciliation of income tax expense (benefit) at the federal statutory rate with the provision for income taxes is as follows (in thousands):


	Fiscal years ended
	January 28, 2023					January 29, 2022					January 30, 2021
	(52 weeks)					(52 weeks)					(52 weeks)
Income tax expense (benefit) at federal statutory rate	$	26,490		21.0	%	$	45,751		21.0	%	$	(6,251	)	21.0	%
Non-deductible expenses		2,035		1.9			1,425		0.7			986		(3.3	)
Equity compensation		6,754		5.4			5,988		2.7			2,212		(7.4	)
State taxes, net of federal tax benefit		4,289		3.1			7,636		3.5			5,473		(18.4	)
Tax credits		(3,800	)	(3.0	)		(2,500	)	(1.1	)		(1,907	)	6.4
Uncertain tax positions		1,142		0.9			925		0.4			4,593		(15.4	)
CARES Act – carryback rate differential		—		—			—		—			(8,752	)	29.3
IPO transaction costs		—		—			(5,201	)	(2.4	)		—		—
Other, net		(1,563	)	(1.3	)		(551	)	(0.3	)		309		(1.0	)
	$	35,347		28.0	%	$	53,473		24.5	%	$	(3,337	)	11.2	%

Schedule of Components of Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands):


	January 28, 2023			January 29, 2022
Deferred tax assets:
Inventory	$	25,758		$	21,203
Accrued employee benefits		30,847			38,670
Net operating losses, state tax credit carryforwards		5,918			5,856
Interest expense limitation carry-forward under IRC §163(j)		25,761			14,696
Lease-related items		377,270			359,677
Other		1,927			11,646
Total deferred tax assets		467,481			451,748
Valuation allowance		(2,520	)		(5,863	)
Net deferred tax assets		464,961			445,885
Deferred tax liabilities:
Fixed assets		(112,868	)		(115,621	)
Intangible assets		(261,333	)		(267,597	)
Debt restructuring		(1,975	)		(2,248	)
Lease-related items		(361,833	)		(347,501	)
Investments in joint ventures		(30,073	)		(31,273	)
Total deferred tax liabilities		(768,082	)		(764,240	)
	$	(303,121	)	$	(318,355	)

Schedule of Changes in Unrecognized Tax Benefits

Changes in unrecognized tax benefits, excluding interest and penalties, were as follows (in thousands):


	January 28, 2023		January 29, 2022
Beginning balance	$	16,421	$	16,421
Additions for tax positions taken in prior years		—		—
Decreases related to lapse of statute limitation		—		—
Ending balance	$	16,421	$	16,421

Composition of Balance Sheet Accounts

12 Months Ended

Jan. 28, 2023

Balance Sheet Related Disclosures [Abstract]

Composition of Balance Sheet Accounts

. Composition of Balance Sheet Accounts

Fixed Assets, Net

Fixed assets, net, consisted of the following (in thousands):


	January 28, 2023			January 29, 2022
Equipment	$	885,370		$	772,454
Leasehold improvements		686,888			623,201
Furniture and fixtures		398,187			329,823
Buildings and related improvements		16,696			16,959
Land		418			3,254
		1,987,559			1,745,691
Less accumulated depreciation		(1,184,232	)		(1,018,769	)
	$	803,327		$	726,922

The Company’s depreciation and amortization expense for fixed assets, net was $193.9 million, $171.1 million, and $174.0 million for fiscal 2022, 2021 and 2020, respectively.

Accrued Salaries and Employee Benefits

Accrued salaries and employee benefits consisted of the following (in thousands):


	January 28, 2023		January 29, 2022
Accrued compensation and related taxes	$	44,724	$	110,347
Self-insurance reserves		27,175		23,699
Accrued paid time-off		18,030		16,584
	$	89,929	$	150,630

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):


	January 28, 2023		January 29, 2022
Accrued capital expenditures	$	29,051	$	36,935
Accrued real estate taxes		26,485		26,662
Accrued advertising		24,020		15,192
Deferred revenue		23,045		18,003
Sales taxes payable		22,950		19,950
Other accrued expenses and liabilities		92,005		94,130
	$	217,556	$	210,872

Other Long-Term Liabilities

Other long-term liabilities consisted of the following (in thousands):


	January 28, 2023		January 29, 2022
Self-insurance reserves	$	52,780	$	56,486
Finance leases		23,642		25,052
Other liabilities		54,065		52,567
	$	130,487	$	134,105

Summary of Significant Accounting Policies - Summary of Self-insurance Reserves (Details) - USD ($)	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Summary Of Significant Accounting Policies [Line Items]
Self-insurance reserves, current	$ 27,175,000	$ 28,432,000	$ 32,853,000
Self-insurance reserves, non-current	52,780,000	56,486,000	$ 52,780,000
Accrued Salaries and Employee Benefits \| Workers’ Compensation and Employee-related Health Care Benefits
Summary Of Significant Accounting Policies [Line Items]
Self-insurance reserves, current	27,175	23,699,000
Accrued Expenses And Other Liabilities \| General and Auto Liability Reserves
Summary Of Significant Accounting Policies [Line Items]
Self-insurance reserves, current	5,678	4,733,000
Other Long-term Liabilities \| Workers’ Compensation and Employee-related Health Care Benefits
Summary Of Significant Accounting Policies [Line Items]
Self-insurance reserves, non-current	40,336	44,706,000
Other Long-term Liabilities \| General and Auto Liability Reserves
Summary Of Significant Accounting Policies [Line Items]
Self-insurance reserves, non-current	$ 12,444	$ 11,780,000

Derivative Instruments - Additional Information (Details)	1 Months Ended		12 Months Ended
	Nov. 30, 2022	Mar. 31, 2016 USD ($) Agreement	Jan. 28, 2023 USD ($)	Jan. 29, 2022 USD ($)	Jan. 30, 2021 USD ($)
Derivative [Line Items]
Number of interest rate cap agreements \| Agreement		5
Derivative, notional value		$ 1,950,000,000.0
Derivative, cap interest rate	4.50%
Expiration date		Jan. 29, 2021
Unrealized loss on derivatives			$ (2,180,000)	$ 0	$ (86,000)
Interest Rate Caps
Derivative [Line Items]
Effective date	Dec. 30, 2022
Expiration date	Dec. 31, 2024
Pre-tax losses deferred in reclassified to interest expense			200,000		$ 10,800,000
Unrealized losses of other comprehensive income (loss), net of tax				$ 0
Unrealized losses included in AOCI, before tax			2,700,000
Unrealized loss on derivatives			2,100,000
Estimated losses on interest rate caps deferred in AOCI reclassified to interest expense			$ 2,500,000
London Interbank Offered Rate (LIBOR)
Derivative [Line Items]
Derivative, cap interest rate		2.25%

Accumulated Other Comprehensive Income (Loss)

12 Months Ended

Jan. 28, 2023

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Income (Loss)

14. Accumulated Other Comprehensive Income (Loss)

Changes in the balances of each component included in AOCI are presented below (net of tax, in thousands):


	Derivatives			Foreign currency translation adjustment			Total
Balance at February 1, 2020	$	(7,903	)	$	(370	)	$	(8,273	)
Other comprehensive loss before reclassifications		(86	)		(905	)		(991	)
Amounts reclassified from AOCI		7,989			—			7,989
Other comprehensive income (loss)		7,903			(905	)		6,998
Balance at January 30, 2021	$	—		$	(1,275	)	$	(1,275	)
Other comprehensive loss		—			(963	)		(963	)
Balance at January 29, 2022	$	—		$	(2,238	)	$	(2,238	)
Other comprehensive (loss) income before reclassifications		(2,180	)		194			(1,986	)
Amounts reclassified from AOCI		127		—				127
Other comprehensive (loss) income		(2,053	)		194			(1,859	)
Balance at January 28, 2023	$	(2,053	)	$	(2,044	)	$	(4,098	)

Composition of Balance Sheet Accounts - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Jan. 28, 2023	Jan. 29, 2022
Balance Sheet Related Disclosures [Abstract]
Accrued capital expenditures	$ 29,051	$ 36,935
Accrued real estate taxes	26,485	26,662
Accrued advertising	24,020	15,192
Deferred revenue	23,045	18,003
Sales taxes payable	22,950	19,950
Other accrued expenses and liabilities	92,005	94,130
Accrued expenses and other liabilities, current	$ 217,556	$ 210,872

Derivative Instruments - Summary of Interest Rate Caps Reflected in Consolidated Balance Sheets (Details) - Interest Rate Caps $ in Thousands	Jan. 28, 2023 USD ($)
Derivative [Line Items]
Current liability portion of interest rate caps	$ 1,176
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued Liabilities, Current
Non-current liability portion of interest rate caps	$ 1,717
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Noncurrent
Total interest rate caps	$ 2,893
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Liabilities

Stockholders' Equity - Summary of Equity-based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total equity-based compensation expense	$ 60,784	$ 49,265	$ 12,915
Total related tax benefit	8,160	5,033	329
RSUs and RSAs
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total equity-based compensation expense	38,146	25,459	1,991
Share-based Payment Arrangement, Option
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total equity-based compensation expense	9,418	8,002	391
ESPP
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total equity-based compensation expense	1,274	1,034
Other Awards
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total equity-based compensation expense	$ 11,946	$ 14,770	$ 10,533

Fair Value Measurements (Tables)

12 Months Ended

Jan. 28, 2023

Fair Value Disclosures [Abstract]

Schedule of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table presents information about assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value (in thousands):


	January 28, 2023
	Level 1		Level 2			Level 3
Assets (liabilities):
Money market mutual funds	$	156,626	$	—		$	—
Investments of officers' life insurance	$	—	$	13,112		$	—
Non-qualified deferred compensation plan	$	—	$	(18,464	)	$	—
Investment in Rover Group, Inc.	$	20,152	$	—		$	—


	January 29, 2022
	Level 1		Level 2			Level 3
Assets (liabilities):
Money market mutual funds	$	167,277	$	—		$	—
Investments of officers' life insurance	$	—	$	14,575		$	—
Non-qualified deferred compensation plan	$	—	$	(17,453	)	$	—
Investment in Rover Group, Inc.	$	32,819	$	—		$	—

Other Acquisitions

12 Months Ended

Jan. 28, 2023

Business Combinations [Abstract]

Other Acquisitions

3. Other Acquisitions

During fiscal 2022 and 2021, the Company completed acquisitions of small, regional veterinary businesses for total consideration of approximately $9.9 million and $5.5 million, respectively. Noncash consideration was not material. Net tangible and identifiable intangible assets acquired and liabilities assumed were not material. The acquisitions resulted in the recognition of $9.9 million and $4.7 million of goodwill, respectively. The tax-deductible portion of goodwill in these acquisitions was $9.9 million and $2.4 million, respectively.

Pro forma results of operations for the acquisitions have not been presented because they are not material to the consolidated results of operations.

Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Current:
Federal	$ 23,141	$ 4,550	$ (29,869)
State	13,099	11,182	984
Current, Total	36,240	15,732	(28,885)
Deferred:
Federal	4,649	39,087	19,604
State	(5,542)	(1,346)	5,944
Deferred, Total	(893)	37,741	25,548
Income tax expense (benefit)	$ 35,347	$ 53,473	$ (3,337)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Accumulated Other Comprehensive Income (Loss) - Schedule of Changes In Balances of Each Component in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	$ 2,255,819	$ 2,055,265	$ 561,061
Other comprehensive (loss) income before reclassifications	(1,986)		(991)
Amounts reclassified from AOCI	127		7,989
Other comprehensive (loss) income	(1,859)	(963)	6,998
Ending Balance	2,381,477	2,255,819	2,055,265
Derivatives
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance			(7,903)
Other comprehensive (loss) income before reclassifications	(2,180)		(86)
Amounts reclassified from AOCI	127		7,989
Other comprehensive (loss) income	(2,053)		7,903
Ending Balance	(2,053)
Foreign Currency Translation Adjustment
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	(2,238)	(1,275)	(370)
Other comprehensive (loss) income before reclassifications	194		(905)
Other comprehensive (loss) income	194	(963)	(905)
Ending Balance	(2,044)	(2,238)	(1,275)
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	(2,238)	(1,275)	(8,273)
Ending Balance	$ (4,098)	$ (2,238)	$ (1,275)

- Definition

Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 14: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Leases (Tables)

12 Months Ended

Jan. 28, 2023

Leases [Abstract]

Schedule of Lease Assets and Liabilities

Lease assets and liabilities are reflected in the Company’s consolidated balance sheets as follows (in thousands):


Leases	Balance sheet location	January 28, 2023		January 29, 2022
Assets
Operating leases	Operating lease right-of-use assets	$	1,397,761	$	1,338,465
Finance leases	Fixed assets, net(1)		24,624		24,500
Total lease assets		$	1,422,385	$	1,362,965
Liabilities
Current
Operating leases	Current portion of operating lease liabilities	$	309,766	$	265,897
Finance leases	Current portion of long-term debt and other lease liabilities		5,794		4,764
Non-current
Operating leases	Operating lease liabilities, excluding current portion		1,148,155		1,096,133
Finance leases	Other long-term liabilities		23,642		25,052
Total lease liabilities		$	1,487,357	$	1,391,846

Finance lease right-of-use assets are recorded net of accumulated amortization of $24.6 million and $19.7 million as of January 28, 2023 and January 29, 2022, respectively.

Components of Total Lease Cost

The components of total lease cost are as follows (in thousands):


	Fiscal years ended
	January 28, 2023			January 29, 2022			January 30, 2021
Operating lease cost	$	422,792		$	422,465		$	430,359
Finance lease cost:
Amortization of right-of-use lease assets		5,660			3,933			3,292
Interest on lease liabilities		1,329			876			908
Variable lease cost		110,335			109,723			105,859
Sublease income		(2,810	)		(5,091	)		(5,327	)
Total lease cost	$	537,306		$	531,906		$	535,091

Schedule of Other Information of Leases

Other information for the Company’s leases is as follows (in thousands):


	Fiscal years ended
	January 28, 2023		January 29, 2022		January 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	386,259	$	418,210	$	399,557
Operating cash flows from finance leases	$	1,349	$	850	$	941
Financing cash flows from finance leases	$	5,083	$	3,564	$	3,404
Lease assets obtained in exchange for lease liabilities:
Operating leases	$	363,311	$	308,166	$	132,829
Finance leases	$	4,784	$	19,841	$	613


	January 28, 2023			January 29, 2022
Weighted average remaining lease term:
Operating leases	6.0 years			6.0 years
Finance leases	3.2 years			3.6 years
Weighted average discount rate:
Operating leases		8.4	%		9.2	%
Finance leases		4.7	%		4.6	%

Schedule of Maturities of Operating and Finance Lease Liabilities

At January 28, 2023, the maturities of the Company’s operating and finance lease liabilities were as follows (in thousands):


Fiscal years	Operating leases			Finance leases
2023		414,773			7,029
2024		355,630			16,726
2025		292,014			3,734
2026		234,248			2,161
2027		164,643			1,182
Thereafter		380,655			1,569
Total lease payments	$	1,841,963		$	32,401
Less imputed interest		(384,042	)		(2,965	)
Present value of lease payments		1,457,921			29,436
Less current portion		(309,766	)		(5,794	)
Lease liabilities, excluding current portion	$	1,148,155		$	23,642

Senior Secured Credit Facilities (Tables)

12 Months Ended

Jan. 28, 2023

Debt Disclosure [Abstract]

Applicable Margin for Adjusted LIBOR Loans and Base Rate Loans based on Average Historical Excess Availability


Average Historical Excess Availability	Applicable Margin for Adjusted Term SOFR 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

12 Months Ended

Jan. 28, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

10. Fair Value Measurements

Assets and Liabilities Measured on a Recurring Basis


	January 28, 2023
	Level 1		Level 2			Level 3
Assets (liabilities):
Money market mutual funds	$	156,626	$	—		$	—
Investments of officers' life insurance	$	—	$	13,112		$	—
Non-qualified deferred compensation plan	$	—	$	(18,464	)	$	—
Investment in Rover Group, Inc.	$	20,152	$	—		$	—


	January 29, 2022
	Level 1		Level 2			Level 3
Assets (liabilities):
Money market mutual funds	$	167,277	$	—		$	—
Investments of officers' life insurance	$	—	$	14,575		$	—
Non-qualified deferred compensation plan	$	—	$	(17,453	)	$	—
Investment in Rover Group, Inc.	$	32,819	$	—		$	—

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 $145.5 million and $158.0 million as of January 28, 2023 and January 29, 2022, respectively. Also included in the Company’s money market mutual funds balances were $11.1 million and $9.3 million as of January 28, 2023 and January 29, 2022, 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.

In February 2022, the Company amended a collaboration agreement with a vendor, and as part of the amendment the Company was granted a right to receive equity and warrants for common shares of the vendor that is subject to certain performance conditions and other contingencies. The Company evaluated the agreement under FASB ASC 705-20, Consideration Received from a Vendor, and no material consideration was recognized during the fiscal year ended January 28, 2023.

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.

In fiscal 2022, 2021, and 2020, the Company determined that the fair value of its reporting unit was greater than its carrying amount, and therefore no goodwill impairment charge was recorded (Note 6). In fiscal 2022, 2021, and 2020, the Company determined that the fair value of its trade name was greater than its carrying amount, and therefore no tradename impairment charge was recorded. There were no indications of impairment of the Company’s other intangible assets or equity and other investments in fiscal 2022, 2021, and 2020.

The Company recorded fixed asset and right-of-use asset impairment charges of $2.2 million, $10.4 million $14.5 million in fiscal years 2022, 2021, and 2020, respectively. Impairment charges are primarily related to pet care center locations and are recorded in selling, general and administrative expense in the accompanying consolidated statements of operations.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Goodwill (Tables)

12 Months Ended

Jan. 28, 2023

Goodwill, Impaired, Accumulated Impairment Loss [Abstract]

Schedule of Changes in Carrying Amount of Goodwill

The changes in the carrying amount of the Company’s goodwill were as follows (in thousands):


	January 28, 2023			January 29, 2022
Beginning balance:
Goodwill	$	2,991,954		$	2,987,273
Accumulated impairment		(807,963	)		(807,963	)
Goodwill, net	$	2,183,991		$	2,179,310
Additions from acquisitions	$	9,950		$	4,681
Ending balance:
Goodwill	$	3,001,904		$	2,991,954
Accumulated impairment		(807,963	)		(807,963	)
Goodwill, net	$	2,193,941		$	2,183,991

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
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-Paragraph 1
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-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 89,910	$ 159,805	$ (31,736)
Net loss attributable to noncontrolling interest	(891)	(4,612)	(5,253)
Net income (loss) attributable to Class A and B-1 common stockholders	90,801	164,417	(26,483)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment	194	(963)	(905)
Unrealized loss on derivatives	(2,180)	0	(86)
Losses on derivatives reclassified to income	127	0	7,989
Total other comprehensive (loss) income, net of tax	(1,859)	(963)	6,998
Comprehensive income (loss)	88,051	158,842	(24,738)
Comprehensive loss attributable to noncontrolling interest	(891)	(4,612)	(5,253)
Comprehensive income (loss) attributable to Class A and B-1 common stockholders	$ 88,942	$ 163,454	$ (19,485)

Income Taxes - Reconciliation of Income Tax Expense (Benefit) at Federal Statutory Rate With Provision For Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Income tax expense (benefit) at federal statutory rate	$ 26,490	$ 45,751	$ (6,251)
Non-deductible expenses	2,035	1,425	986
Equity compensation	6,754	5,988	2,212
State taxes, net of federal tax benefit	4,289	7,636	5,473
Tax credits	(3,800)	(2,500)	(1,907)
Uncertain tax positions	1,142	925	4,593
CARES Act – carryback rate differential	0	0	(8,752)
IPO transaction costs	0	(5,201)	0
Other, net	(1,563)	(551)	309
Income tax expense (benefit)	$ 35,347	$ 53,473	$ (3,337)
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Income tax expense (benefit) at federal statutory rate	21.00%	21.00%	21.00%
Non-deductible expenses	1.90%	0.70%	(3.30%)
Equity compensation	5.40%	2.70%	(7.40%)
State taxes, net of federal tax benefit	3.10%	3.50%	(18.40%)
Tax credits	(3.00%)	(1.10%)	6.40%
Uncertain tax positions	0.90%	0.40%	(15.40%)
CARES Act – carryback rate differential	0.00%	0.00%	29.30%
IPO transaction costs	0.00%	(2.40%)	0.00%
Other, net	(1.30%)	(0.30%)	(1.00%)
Effective income tax rate, percent	28.00%	24.50%	11.20%

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended	12 Months Ended
	Jan. 19, 2021	Mar. 31, 2021	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Anti-dilutive shares excluded from computation of diluted shares outstanding			6,700,000	3,300,000
RSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expense			$ 93.3
Unrecognized compensation expense, expected to be recognized over weighted average period			2 years
Weighted average grant date fair value per Share, Granted			$ 15.23
Share-based Payment Arrangement, Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expense			$ 32.1
Unrecognized compensation expense, expected to be recognized over weighted average period			1 year 9 months 18 days
Expire period			10 years
Stock option awards were granted				0
Anniversaries of Grant Date \| RSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of restricted shares vested			34.00%
Anniversaries of Grant Date \| Share-based Payment Arrangement, Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of restricted shares vested			34.00%
Four Equal Semi-Annual Installments \| RSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of restricted shares vested			16.50%
Four Equal Semi-Annual Installments \| Share-based Payment Arrangement, Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of restricted shares vested			16.50%
2021 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock option awards were granted			5,125,000
2016 Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expense, expected to be recognized over weighted average period			1 year 3 months 18 days
Number of additional shares awarded			0
Weighted average grant date fair value per Share, Granted					$ 0.44
Unrecognized compensation expense related to the unvested portion			$ 9.3
2016 Incentive Plan \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vest in equal annual installments			3 years
2016 Incentive Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vest in equal annual installments			5 years
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%
Issuance of common stock (in shares)	55,200,000
Class A Common Stock \| Executive
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period		2 years
Class A Common Stock \| ESPP
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, available for issuance future equity based compensation			7,300,000
Class A Common Stock \| Anniversaries of Grant Date \| Executive
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of restricted shares vested		50.00%
Class A Common Stock \| 2021 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, available for issuance future equity based compensation			26,800,000
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%

Leases - Schedule of Lease Assets and Liabilities (Parenthetical) (Details) - USD ($) $ in Millions	Jan. 28, 2023	Jan. 29, 2022
Leases [Abstract]
Accumulated amortization of finance lease right-of-use assets	$ 24.6	$ 19.7

Revenue Recognition - Additional Information (Details) - USD ($)	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022
Revenue Recognition and Deferred Revenue [Abstract]
Material contract asset	$ 0	$ 0
Material contract liability	$ 0	$ 0
Points earned on purchase redeemed period on future purchase	45 days

Stockholders' Equity (Tables)

12 Months Ended

Jan. 28, 2023

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):


	Fiscal years ended
	January 28, 2023		January 29, 2022		January 30, 2021
	(52 weeks)		(52 weeks)		(52 weeks)
RSUs and RSAs	$	38,146	$	25,459	$	1,991
Options		9,418		8,002		391
ESPP		1,274		1,034		—
Other awards		11,946		14,770		10,533
Total equity-based compensation expense	$	60,784	$	49,265	$	12,915
Total related tax benefit	$	8,160	$	5,033	$	329

Schedule of RSU Activity

RSU activity under the 2021 Equity Incentive Plan was as follows (in thousands, except per share and contractual life amounts):


	Shares			Weighted average grant date fair value per share		Weighted average remaining contractual life (years)		Aggregate intrinsic value
Nonvested, January 29, 2022		2,587		$	18.63		1.0	$	47,342
Granted		7,536			15.23
Vested and delivered		(1,402	)		18.63
Forfeited/expired		(919	)		18.52
Nonvested, January 28, 2023		7,802		$	15.36		1.2	$	91,596

Schedule of Stock Option Activity

Stock option activity under the 2021 Equity Incentive Plan was as follows (in thousands, except per share and contractual life amounts):


	Shares subject to options			Weighted average exercise price per share		Weighted average remaining contractual life (years)		Aggregate intrinsic value
Outstanding, January 29, 2022		3,327		$	18.00		9.0	$	998
Granted		5,125			11.97
Exercised		(45	)		18.00
Forfeited/expired		(593	)		18.36
Outstanding, January 28, 2023		7,814		$	14.02		9.1	$	3,512
Exercisable, January 28, 2023		1,853		$	18.00		7.9	$	—

Black-Scholes Assumptions for Series C Units

The weighted average fair value per Series C Unit was estimated at the grant date using the Black-Scholes option pricing model with the following assumptions:


		Fiscal year ended
		January 30, 2021
		(52 weeks)
Dividend yield		0.0%
Expected volatility (1)		60.0 - 81.9%
Weighted average volatility (1)		81.1%
Risk-free interest rate (2)		0.1% - 1.3%
Expected term (3)		2.0 to 4.0 years

(1)

(2)

The risk-free interest rates were based on the U.S. Treasury constant maturity interest rate for a term consistent with the expected term of the Series C Units.

(3)

The expected term of the Series C Units was based on estimated liquidity event timing.

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 29, 2022		207,178
Granted		—
Forfeited		(5,819	)
Outstanding, January 28, 2023		201,359
Vested, January 28, 2023		151,597

Share-based Payment Arrangement, Option

Black-Scholes Assumptions for Options


	Fiscal years ended
	January 28, 2023	January 30, 2021
	(52 weeks)	(52 weeks)
Dividend yield	0.0%	0.0%
Expected volatility (1)	38.0% - 48.4%	40.4%
Risk-free interest rate (2)	2.8% - 3.6%	0.7%
Expected term (3)	5.8 to 5.9 years	5.9 years
Grant date fair value per share	$10.98 - $21.06	$18.00
Estimated fair value per option granted	$5.46 - $8.64	$7.00

(1)

The expected volatility was estimated based on the historical volatility of a select peer group of similar publicly traded companies for a term consistent with the expected term of the stock options.

(2)

The risk-free interest rates were based on the U.S. Treasury constant maturity interest rate for a term consistent with the expected term of the stock options.

(3)

The expected term of the stock options represents the estimated period of time until exercise and was calculated using the simplified method.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Jan. 28, 2023

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets to the total amounts reported in the consolidated statements of cash flows. Restricted cash is held in a trust used for certain employee benefit costs.


	January 28, 2023		January 29, 2022
Cash and cash equivalents	$	201,901	$	211,602
Restricted cash included in other current assets		11,826		10,288
Total cash, cash equivalents and restricted cash in the statement of cash flows	$	213,727	$	221,890

Summary of Estimated Useful Lives of Fixed Assets

The Company’s fixed assets are generally depreciated or amortized using the following estimated useful lives:


Buildings		30 years
Equipment		3 to 7 years
Furniture and fixtures		4 to 7 years
Leasehold and building improvements		5 to 10 years

Summary of Self-insurance Reserves

Self-insurance reserves are reflected in the consolidated balance sheets as follows (in thousands):


	January 28, 2023		January 29, 2022
Current:
Workers’ compensation and employee-related health care benefits	$	27,175	$	23,699
General and auto liability reserves		5,678		4,733
	$	32,853	$	28,432
Non-current:
Workers’ compensation reserve	$	40,336	$	44,706
General and auto liability reserves		12,444		11,780
	$	52,780	$	56,486

Leases - Schedule of Lease Assets and Liabilities (Details) - USD ($)
$ in Thousands

Jan. 28, 2023

Jan. 29, 2022

Assets

Operating lease right-of-use assets

$ 1,397,761

$ 1,338,465

Finance leases

$ 24,624

$ 24,500

^[1]

Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]

Other long-term assets

Total lease assets

$ 1,422,385

$ 1,362,965

Current liabilities:

Current portion of operating lease liabilities

309,766

265,897

Finance leases

$ 5,794

$ 4,764

Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]

Current portion of long-term debt and other lease liabilities

Non-current

Operating lease liabilities, excluding current portion

$ 1,148,155

$ 1,096,133

Finance leases

$ 23,642

$ 25,052

Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]

Other long-term liabilities

Total lease liabilities

$ 1,487,357

$ 1,391,846

[1]	Finance lease right-of-use assets are recorded net of accumulated amortization of $24.6 million and $19.7 million as of January 28, 2023 and January 29, 2022, respectively.

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Income Tax Disclosure [Line Items]
Income tax benefit resulted from re-measurement of deferred tax assets under CARES act			$ 8,800
Net operating losses expected to be carried back due to CARES act			67,400
Income tax benefit on legal, consulting, accounting, and other transaction costs	$ 0	$ 5,201	0
Operating loss carryforwards	2,500
Unrecognized tax benefits	16,421	$ 16,421	$ 16,421
Unrecognized tax benefits that would impact effective tax rate	4,200
Unrecognized tax benefits to net deferred tax liability	12,200
Unrecognized tax benefits, accrued for interest and penalties	2,900
Unrecognized tax benefits, interest and penalties	1,300
State
Income Tax Disclosure [Line Items]
Operating loss carryforwards	2,500
Deferred tax asset, operating loss carryforwards	$ 48,000

Senior Notes - Additional Information (Details) - USD ($) $ in Thousands			1 Months Ended	12 Months Ended
	Jan. 19, 2021	Sep. 28, 2020	Jan. 30, 2021	Jan. 29, 2022	Jan. 30, 2021	Jan. 26, 2016
Debt Instrument [Line Items]
Loss on debt extinguishment				$ (20,838)	$ (17,549)
Floating Rate Senior Notes
Debt Instrument [Line Items]
Outstanding principal balance, gross						$ 750,000
Debt instrument, principal amount exchanged for another Debt			$ 450,000
Repayment of debt	$ 300,000
Loss on debt extinguishment	(4,900)
Debt issued						$ 750,000
Floating Rate Senior Notes \| Scooby Aggregator, LP
Debt Instrument [Line Items]
Unsecured senior notes			450,000		$ 450,000
Unamortized deferred financing costs			7,400
New Series Notes \| Scooby Aggregator, LP
Debt Instrument [Line Items]
Debt instrument, aggregate principal amount			$ 450,000
3.00% Senior Notes
Debt Instrument [Line Items]
Debt instrument, maturity date		Jan. 25, 2023
Debt instrument, principal amount exchanged for another Debt	127,700
Repayment of debt	4,000
Accrued interest contributed in connection with Initial public offering	$ 3,600

Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022
Goodwill, Impaired, Accumulated Impairment Loss [Abstract]
Goodwill	$ 2,991,954	$ 2,987,273
Accumulated impairment	(807,963)	(807,963)
Goodwill, net	2,183,991	2,179,310
Additions from acquisitions	9,950	4,681
Goodwill	3,001,904	2,991,954
Accumulated impairment	(807,963)	(807,963)
Goodwill, net	$ 2,193,941	$ 2,183,991

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Jan. 28, 2023	Jan. 29, 2022
Deferred tax assets:
Inventory	$ 25,758	$ 21,203
Accrued employee benefits	30,847	38,670
Net operating losses, state tax credit carryforwards	5,918	5,856
Interest expense limitation carry-forward under IRC §163(j)	25,761	14,696
Lease-related items	377,270	359,677
Other	1,927	11,646
Total deferred tax assets	467,481	451,748
Valuation allowance	(2,520)	(5,863)
Net deferred tax assets	464,961	445,885
Deferred tax liabilities:
Fixed assets	(112,868)	(115,621)
Intangible assets	(261,333)	(267,597)
Debt restructuring	(1,975)	(2,248)
Lease-related items	(361,833)	(347,501)
Investments in joint ventures	(30,073)	(31,273)
Total deferred tax liabilities	(768,082)	(764,240)
Net deferred tax liability	$ (303,121)	$ (318,355)

Composition of Balance Sheet Accounts - Schedule of Fixed Assets, Net (Details) - USD ($) $ in Thousands	Jan. 28, 2023	Jan. 29, 2022
Property Plant And Equipment [Line Items]
Fixed assets	$ 1,987,559	$ 1,745,691
Less accumulated depreciation	(1,184,232)	(1,018,769)
Fixed assets, net	803,327	726,922
Equipment
Property Plant And Equipment [Line Items]
Fixed assets	885,370	772,454
Leasehold improvements
Property Plant And Equipment [Line Items]
Fixed assets	686,888	623,201
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Fixed assets	398,187	329,823
Buildings and related improvements
Property Plant And Equipment [Line Items]
Fixed assets	16,696	16,959
Land
Property Plant And Equipment [Line Items]
Fixed assets	$ 418	$ 3,254

Other Acquisitions - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Business Acquisition [Line Items]
Goodwill	$ 2,193,941	$ 2,183,991	$ 2,179,310
Series of Individually Immaterial Business Acquisitions
Business Acquisition [Line Items]
Business acquisition, consideration	9,900	5,500
Goodwill	9,900	4,700
Business acquisition, goodwill, tax deductible amount	$ 9,900	$ 2,400

- Definition

+ References + Details