0000950170-24-040516 | 10-K | XBRL Viewer | Petco Health Wellness Company INC

Employee Benefit Plans	12 Months Ended
Feb. 03, 2024
Retirement Benefits [Abstract]
Employee Benefit Plans	10. 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 $12.1 million, $10.7 million, and $9.2 million for fiscal years 2023, 2022, and 2021, respectively.

Employee Benefit Plans

12 Months Ended

Feb. 03, 2024

10. 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 $12.1 million, $10.7 million, and $9.2 million for fiscal years 2023, 2022, and 2021, respectively.

Income Taxes - Schedule of Income Tax (Benefit) Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 03, 2024	Jan. 28, 2023	Jan. 29, 2022
Current:
Federal	$ 23,321	$ 23,141	$ 4,550
State	2,615	13,099	11,182
Current, Total	25,936	36,240	15,732
Deferred:
Federal	(41,684)	4,649	39,087
State	(11,865)	(5,542)	(1,346)
Deferred, Total	(53,549)	(893)	37,741
Income tax (benefit) expense	$ (27,613)	$ 35,347	$ 53,473

- Definition

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

+ References + Details

Stockholders' Equity (Tables)

12 Months Ended

Feb. 03, 2024

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
	February 3, 2024		January 28, 2023		January 29, 2022
	(53 weeks)		(52 weeks)		(52 weeks)
RSUs and RSAs	$	57,619	$	38,146	$	25,459
Options		16,586		9,418		8,002
ESPP		1,474		1,274		1,034
Other awards		6,180		11,946		14,770
Total equity-based compensation expense	$	81,859	$	60,784	$	49,265
Total related tax benefit	$	11,473	$	8,160	$	5,033

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 28, 2023		7,802		$	15.36		1.2	$	91,596
Granted		7,737			8.78
Vested and delivered		(3,458	)		15.83
Forfeited/expired		(2,463	)		11.64
Nonvested, February 3, 2024		9,618		$	10.87		0.9	$	23,852

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 28, 2023		7,814		$	14.02		9.1	$	3,512
Granted		—			—
Exercised		—			—
Forfeited/expired		(1,504	)		12.99
Outstanding, February 3, 2024		6,310		$	14.26		8.0	$	-
Exercisable, February 3, 2024		3,699		$	16.14		7.4	$	-

Schedule of Series C Unit Activity Under 2016 Incentive Plan

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


	Units
Outstanding, January 28, 2023		201,359
Granted		—
Forfeited		(3,215	)
Outstanding, February 3, 2024		198,145
Vested, February 3, 2024		178,289

Share-based Payment Arrangement, Option

Black-Scholes Assumptions for Options

No stock option awards were granted in fiscal 2023 or 2021. The fair value of stock option awards granted in fiscal 2022 was estimated at the grant dates using the Black-Scholes option pricing model with the following assumptions:


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

(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.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Feb. 03, 2024	Jan. 28, 2023
Current assets:
Cash and cash equivalents	$ 125,428	$ 201,901
Receivables, less allowance for credit losses ($1,806 and $952, respectively)	44,369	49,580
Merchandise inventories, net	684,502	652,430
Prepaid expenses	58,615	51,274
Other current assets	38,830	60,809
Total current assets	951,744	1,015,994
Fixed assets, net	816,367	803,327
Operating lease right-of-use assets	1,384,050	1,397,761
Goodwill	980,297	2,193,941
Trade name	1,025,000	1,025,000
Other long-term assets	205,694	176,806
Total assets	5,363,152	6,612,829
Current liabilities:
Accounts payable and book overdrafts	485,131	381,213
Accrued salaries and employee benefits	101,265	89,929
Accrued expenses and other liabilities	200,278	217,556
Current portion of operating lease liabilities	310,507	309,766
Current portion of long-term debt and other lease liabilities	15,962	22,794
Total current liabilities	1,113,143	1,021,258
Senior secured credit facilities, net, excluding current portion	1,576,223	1,628,331
Operating lease liabilities, excluding current portion	1,116,615	1,148,155
Deferred taxes, net	251,629	303,121
Other long-term liabilities	121,113	130,487
Total liabilities	4,178,723	4,231,352
Commitments and contingencies (Notes 7 and 14)
Stockholders' equity:
Preferred stock, $0.001 par value: Authorized - 25.0 million shares; Issued and outstanding - none
Additional paid-in-capital	2,229,582	2,152,342
(Accumulated deficit) retained earnings	(1,047,243)	232,967
Accumulated other comprehensive income (loss)	1,821	(4,098)
Total stockholders’ equity	1,184,429	2,381,477
Total liabilities and stockholders' equity	5,363,152	6,612,829
Class A Common Stock
Stockholders' equity:
Common stock value	231	228
Class B-1 Common Stock
Stockholders' equity:
Common stock value	38	38
Class B-2 Common Stock
Stockholders' equity:
Common stock value

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Common Stock Class A Common Stock	Common Stock Class B-1 Common Stock	Common Stock Class B-2 Common Stock	Additional Paid-in Capital	(Accumulated Deficit) Retained Earnings	Accumulated Other Comprehensive (Loss) Income	Total Stockholders'/Members' Equity	Noncontrolling Interest
Beginning Balance at Jan. 30, 2021	$ 2,055,265	$ 264				$ 2,092,110	$ (22,251)	$ (1,275)	$ 2,068,848	$ (13,583)
Beginning Balance (in shares) at Jan. 30, 2021			226,424	37,791	37,791
Equity-based compensation expense (Note 11)	45,603					45,603			45,603
Net (loss) income	159,805						164,417		164,417	(4,612)
Foreign currency translation adjustment, net of tax	(963)							(963)	(963)
Issuance of restricted stock awards (in shares)			55
Issuance of common stock, net of tax withholdings	(3,891)	1				(3,892)			(3,891)
Issuance of common stock, net of tax withholdings (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	37,791
Equity-based compensation expense (Note 11)	61,355					61,355			61,355
Net (loss) income	89,910						90,801		90,801	(891)
Foreign currency translation adjustment, net of tax	194							194	194
Unrealized gain (loss) on derivatives, net of tax (Note 8)	(2,180)							(2,180)	(2,180)
(Gains) losses on derivatives reclassified to income	126							126	126
Investment in veterinary joint venture (Note 1)	(21,226)					(40,312)			(40,312)	$ 19,086
Issuance of common stock, net of tax withholdings	(2,521)	1				(2,522)			(2,521)
Issuance of common stock, net of tax withholdings (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	37,791
Equity-based compensation expense (Note 11)	82,680					82,680			82,680
Net (loss) income	(1,280,210)						(1,280,210)		(1,280,210)
Foreign currency translation adjustment, net of tax	5,534							5,534	5,534
Unrealized gain (loss) on derivatives, net of tax (Note 8)	752							752	752
(Gains) losses on derivatives reclassified to income	(367)							(367)	(367)
Issuance of common stock, net of tax withholdings	(5,437)	3				(5,440)			(5,437)
Issuance of common stock, net of tax withholdings (in shares)			2,818
Ending Balance at Feb. 03, 2024	$ 1,184,429	$ 269				$ 2,229,582	$ (1,047,243)	$ 1,821	$ 1,184,429
Ending Balance (in shares) at Feb. 03, 2024			231,156	37,791	37,791

Leases - Schedule of Lease Assets and Liabilities (Parenthetical) (Details) - USD ($) $ in Millions	Feb. 03, 2024	Jan. 28, 2023
Leases [Abstract]
Accumulated amortization of finance lease right-of-use assets	$ 25.9	$ 24.6

Stockholders' Equity

12 Months Ended

Feb. 03, 2024

Stockholders' Equity Note [Abstract]

Stockholders' Equity

11. 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 February 3, 2024, there were 40.2 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
	February 3, 2024		January 28, 2023		January 29, 2022
	(53 weeks)		(52 weeks)		(52 weeks)
RSUs and RSAs	$	57,619	$	38,146	$	25,459
Options		16,586		9,418		8,002
ESPP		1,474		1,274		1,034
Other awards		6,180		11,946		14,770
Total equity-based compensation expense	$	81,859	$	60,784	$	49,265
Total related tax benefit	$	11,473	$	8,160	$	5,033

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 28, 2023		7,802		$	15.36		1.2	$	91,596
Granted		7,737			8.78
Vested and delivered		(3,458	)		15.83
Forfeited/expired		(2,463	)		11.64
Nonvested, February 3, 2024		9,618		$	10.87		0.9	$	23,852

As of February 3, 2024, unrecognized compensation expense related to unvested RSUs was $71.8 million, which is expected to be recognized over a weighted average period of approximately 1.7 years.

RSA activity has not been material and relates to an RSA of Class A common stock granted to an executive in March 2021. For this grant, 50% of the RSA vested on each of the first two anniversaries of the grant date.

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 28, 2023		7,814		$	14.02		9.1	$	3,512
Granted		—			—
Exercised		—			—
Forfeited/expired		(1,504	)		12.99
Outstanding, February 3, 2024		6,310		$	14.26		8.0	$	-
Exercisable, February 3, 2024		3,699		$	16.14		7.4	$	-


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

(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 February 3, 2024, unrecognized compensation expense related to unvested options was $9.1 million, which is expected to be recognized over a weighted average period of approximately 1.0 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 February 3, 2024, 6.6 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.

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


	Units
Outstanding, January 28, 2023		201,359
Granted		—
Forfeited		(3,215	)
Outstanding, February 3, 2024		198,145
Vested, February 3, 2024		178,289

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 February 3, 2024, unrecognized compensation expense related to the unvested portion of Scooby LP’s Series C Units was $3.4 million, which is expected to be recognized over a weighted average period of 0.7 years.

(Loss) Income 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 2023, 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. 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.

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.

- Definition

The entire disclosure for equity.

+ References

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+ Details

Stockholders' Equity - Black-Scholes Assumptions for Options (Details) - Share-based Payment Arrangement, Option	12 Months Ended
	Jan. 28, 2023 $ / shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Dividend yield	0.00%
Expected volatility, minimum	38.00%
Expected volatility, maximum	48.40%
Risk-free interest rate, minimum	2.80%
Risk-free interest rate, maximum	3.60%
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

Stockholders' Equity - Summary of Equity-based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 03, 2024	Jan. 28, 2023	Jan. 29, 2022
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total equity-based compensation expense	$ 81,859	$ 60,784	$ 49,265
Total related tax benefit	11,473	8,160	5,033
RSUs and RSAs
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total equity-based compensation expense	57,619	38,146	25,459
Share-based Payment Arrangement, Option
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total equity-based compensation expense	16,586	9,418	8,002
ESPP
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total equity-based compensation expense	1,474	1,274	1,034
Other Awards
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total equity-based compensation expense	$ 6,180	$ 11,946	$ 14,770

Summary of Significant Accounting Policies

12 Months Ended

Feb. 03, 2024

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 pet health and wellness company focused on improving the lives of pets, pet parents, and its own partners with 1,423 pet care centers in 50 states, the District of Columbia and Puerto Rico as of February 3, 2024. The Company also offers an expanded range of consumables, supplies, and services through its www.petco.com website and mobile app.

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.

Common Stock

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 shares of newly-issued Class A common stock, Class B-1 common stock, and Class B-2 common stock.

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.

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 2023 refer to the fiscal year that began on January 29, 2023 and ended on February 3, 2024. Fiscal 2023 included 53 weeks and fiscal 2022 and 2021 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 $40.0 million at February 3, 2024 and January 28, 2023, 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.


	February 3, 2024		January 28, 2023
Cash and cash equivalents	$	125,428	$	201,901
Restricted cash included in other current assets		11,221		11,826
Total cash, cash equivalents and restricted cash in the statement of cash flows	$	136,649	$	213,727

Outstanding checks in excess of funds on deposit (book overdrafts) totaled $74.4 million and $27.4 million at February 3, 2024 and January 28, 2023, 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 management with the assistance of a third party valuation firm. Significant assumptions used in the determination of fair value of the reporting unit generally include prospective financial information, discount rates, terminal growth rates and earnings multiples.

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 management with the assistance of a third party valuation firm. Significant assumptions used in the determination of fair value of the trade name generally include 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 2023, 2022, and 2021. The cumulative unrealized foreign currency adjustment on the translation of the Company’s investment in the joint venture is recorded in accumulated other comprehensive income (“AOCI”), net of tax in the consolidated balance sheets.

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 previously held a 50% investment in a joint venture with a domestic partner to build and operate veterinary clinics in Petco locations. The joint venture was a 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 and $2.5 million of joint venture management fees under this agreement in fiscal 2022 and 2021, 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, 8 and 9 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 February 3, 2024, insurance recoveries of $6.5 million and $14.9 million were recorded in other current assets and other long-term assets, respectively. 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.

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


	February 3, 2024		January 28, 2023
Current:
Workers’ compensation and employee-related health care benefits	$	26,996	$	27,175
General and auto liability reserves		6,703		5,678
	$	33,699	$	32,853
Non-current:
Workers’ compensation reserve	$	39,854	$	40,336
General and auto liability reserves		15,626		12,444
	$	55,480	$	52,780

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

•

Costs associated with operating the Company’s distribution centers including payroll and benefits, 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 $194.4 million, $203.7 million, and $227.9 million for fiscal 2023, 2022, and 2021, respectively. Vendor cooperative advertising reimbursements were not material in fiscal 2023. Vendor cooperative advertising reimbursements reduced total advertising expense by $10.0 million and $32.5 million for fiscal 2022 and 2021, 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 2023, 2022, and 2021 was not material. The Company’s asset retirement obligation was $5.9 million and $6.2 million at February 3, 2024 and January 28, 2023, 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. Refer to Note 12 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 the 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 11). 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.

Derivative Instruments

In November 2022, the Company entered into a series of interest rate cap agreements to limit the maximum interest on a portion of the Company’s variable-rate debt and decrease its exposure to interest rate variability relating to the three-month Secured Overnight Financing Rate as published by CME Group ("Term SOFR"). The interest rate caps became effective December 30, 2022 and expire on December 31, 2024. The interest rate caps are accounted for as cash flow hedges, and changes in the fair value of the interest rate caps are reported as a component of accumulated other comprehensive income (loss) ("AOCI").

In March 2023, the Company entered into an interest rate collar agreement to limit the maximum interest on a portion of the Company’s variable-rate debt and decrease its exposure to interest rate variability relating to three-month Term SOFR. The interest rate collar became effective March 31, 2023 and expires on March 31, 2026.

In June 2023, the Company entered into an interest rate collar agreement to limit the maximum interest on a portion of the Company’s variable-rate debt and decrease its exposure to interest rate variability relating to three-month Term SOFR. The interest rate collar became effective September 30, 2023 and expires on December 31, 2026.

In December 2023, the Company entered into an interest rate collar agreement to limit the maximum interest on a portion of the Company’s variable-rate debt and decrease its exposure to interest rate variability relating to

three-month Term SOFR. The interest rate collar becomes effective December 31, 2024 and expires on December 31, 2026.

The interest rate collars are accounted for as cash flow hedges, and changes in the fair value of the interest rate collars are reported as a component of AOCI.

In March 2024, the Company entered into two interest rate collar agreements to limit the maximum interest on a portion of the Company’s variable-rate debt and decrease its exposure to interest rate variability relating to three-month Term SOFR. The interest rate collars become effective on December 31, 2024 and expire on December 31, 2026.

Refer to Note 8 for further disclosures of the Company’s derivative instruments and hedging activities.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07 – Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides guidance on improvements to reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. Public entities with a single reportable segment must provide all the disclosures required by ASU 2023-07, as well as all existing segment disclosures in accordance with Accounting Standards Codification 280. The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of this accounting standard on the Company's consolidated financial statements and related disclosures.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency of income tax matters within financial statements. The ASU requires public business entities to disclose, on an annual basis, specific categories in the rate reconciliation and provide additional information for reconciling items that meet a specific quantitative threshold. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of this accounting standard on the Company's consolidated financial statements and related disclosures.

Leases - Schedule of Maturities of Operating and Finance Lease Liabilities (Details) - USD ($) $ in Thousands	Feb. 03, 2024	Jan. 28, 2023
Operating leases
2024	$ 413,399
2025	325,839
2026	298,076
2027	225,451
2028	157,127
Thereafter	383,286
Total lease payments	1,803,178
Less imputed interest	(376,056)
Present value of lease payments	1,427,122
Less current portion	(310,507)	$ (309,766)
Lease liabilities, excluding current portion	1,116,615	1,148,155
Total lease payments	1,803,178
Finance leases
2024	16,903
2025	3,927
2026	2,361
2027	1,206
2028	538
Thereafter	1,031
Total lease payments	25,966
Less imputed interest	(1,794)
Present value of lease payments	24,172
Less current portion	(15,962)	(5,794)
Lease liabilities, excluding current portion	8,210	$ 23,642
Total lease payments	$ 25,966

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
	Feb. 03, 2024
Applicable Margin for Adjusted SOFR Loans \| Less than 33.3% of the Line Cap
Line Of Credit Facility [Line Items]
Applicable Margin Rate for Loans based on Average Historical Excess Availability	1.75%
Applicable Margin for Adjusted SOFR Loans \| Less than 66.7% but Greater than or Equal to 33.3% of the Line Cap
Line Of Credit Facility [Line Items]
Applicable Margin Rate for Loans based on Average Historical Excess Availability	1.50%
Applicable Margin for Adjusted SOFR Loans \| Greater than or Equal to 66.7% of the Line Cap
Line Of Credit Facility [Line Items]
Applicable Margin Rate for Loans based on Average Historical Excess Availability	1.25%
Applicable Margin for Base Rate Loans
Line Of Credit Facility [Line Items]
Applicable Margin Rate for Loans based on Average Historical Excess Availability	0.25%
Applicable Margin for Base Rate Loans \| Less than 33.3% of the Line Cap
Line Of Credit Facility [Line Items]
Applicable Margin Rate for Loans based on Average Historical Excess Availability	0.75%
Applicable Margin for Base Rate Loans \| Less than 66.7% but Greater than or Equal to 33.3% of the Line Cap
Line Of Credit Facility [Line Items]
Applicable Margin Rate for Loans based on Average Historical Excess Availability	0.50%
Applicable Margin for Base Rate Loans \| Greater than or Equal to 66.7% of the Line Cap
Line Of Credit Facility [Line Items]
Applicable Margin Rate for Loans based on Average Historical Excess Availability	0.25%

Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Feb. 03, 2024	Jan. 28, 2023
Accounting Policies [Abstract]
Cash and cash equivalents	$ 125,428	$ 201,901
Restricted cash included in other current assets	$ 11,221	$ 11,826
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	$ 136,649	$ 213,727

Leases (Tables)

12 Months Ended

Feb. 03, 2024

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	February 3, 2024		January 28, 2023
Assets
Operating leases	Operating lease right-of-use assets	$	1,384,050	$	1,397,761
Finance leases	Fixed assets, net(1)		19,394		24,624
Total lease assets		$	1,403,444	$	1,422,385
Liabilities
Current
Operating leases	Current portion of operating lease liabilities	$	310,507	$	309,766
Finance leases	Current portion of long-term debt and other lease liabilities		15,962		5,794
Non-current
Operating leases	Operating lease liabilities, excluding current portion		1,116,615		1,148,155
Finance leases	Other long-term liabilities		8,210		23,642
Total lease liabilities		$	1,451,294	$	1,487,357

(1)

Finance lease right-of-use assets are recorded net of accumulated amortization of $25.9 million and $24.6 million as of February 3, 2024 and January 28, 2023, respectively.

Components of Total Lease Cost

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


	Fiscal years ended
	February 3, 2024			January 28, 2023			January 29, 2022
Operating lease cost	$	429,056		$	422,792		$	422,465
Finance lease cost:
Amortization of right-of-use lease assets		5,838			5,660			3,933
Interest on lease liabilities		1,250			1,329			876
Variable lease cost		119,361			110,335			109,723
Sublease income		(2,241	)		(2,810	)		(5,091	)
Total lease cost	$	553,264		$	537,306		$	531,906

Schedule of Other Information of Leases

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


	Fiscal years ended
	February 3, 2024		January 28, 2023		January 29, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	446,981	$	386,259	$	418,210
Operating cash flows from finance leases	$	1,267	$	1,349	$	850
Financing cash flows from finance leases	$	5,925	$	5,083	$	3,564
Lease assets obtained in exchange for lease liabilities:
Operating leases	$	298,672	$	363,311	$	308,166
Finance leases	$	712	$	4,784	$	19,841


	February 3, 2024			January 28, 2023
Weighted average remaining lease term:
Operating leases	6.0 years			6.0 years
Finance leases	2.3 years			3.2 years
Weighted average discount rate:
Operating leases		8.2	%		8.4	%
Finance leases		4.7	%		4.7	%

Schedule of Maturities of Operating and Finance Lease Liabilities

At February 3, 2024, the maturities of the Company’s operating and finance lease liabilities were as follows (in thousands):


Fiscal years	Operating leases			Finance leases
2024		413,399			16,903
2025		325,839			3,927
2026		298,076			2,361
2027		225,451			1,206
2028		157,127			538
Thereafter		383,286			1,031
Total lease payments	$	1,803,178		$	25,966
Less imputed interest		(376,056	)		(1,794	)
Present value of lease payments		1,427,122			24,172
Less current portion		(310,507	)		(15,962	)
Lease liabilities, excluding current portion	$	1,116,615		$	8,210

Composition of Balance Sheet Accounts - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Feb. 03, 2024	Jan. 28, 2023	Jan. 29, 2022
Balance Sheet Related Disclosures [Abstract]
Depreciation and amortization expense	$ 201.0	$ 193.9	$ 171.1

Income Taxes - Schedule of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands	12 Months Ended
	Feb. 03, 2024	Jan. 28, 2023
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

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Feb. 03, 2024

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.


	February 3, 2024		January 28, 2023
Cash and cash equivalents	$	125,428	$	201,901
Restricted cash included in other current assets		11,221		11,826
Total cash, cash equivalents and restricted cash in the statement of cash flows	$	136,649	$	213,727

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):


	February 3, 2024		January 28, 2023
Current:
Workers’ compensation and employee-related health care benefits	$	26,996	$	27,175
General and auto liability reserves		6,703		5,678
	$	33,699	$	32,853
Non-current:
Workers’ compensation reserve	$	39,854	$	40,336
General and auto liability reserves		15,626		12,444
	$	55,480	$	52,780

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Feb. 03, 2024	Jan. 28, 2023	Jan. 29, 2022
Commitments and Contingencies Disclosure [Abstract]
Annual contract fees	$ 4.6	$ 4.4	$ 4.1

Revenue Recognition

12 Months Ended

Feb. 03, 2024

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
	February 3, 2024		January 28, 2023		January 29, 2022
	(53 weeks)		(52 weeks)		(52 weeks)
Consumables	$	3,063,845	$	2,859,602	$	2,533,755
Supplies and companion animals		2,209,865		2,370,913		2,603,104
Services and other		981,574		805,452		670,290
Net sales	$	6,255,284	$	6,035,967	$	5,807,149

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 February 3, 2024 and January 28, 2023. 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 February 3, 2024 and January 28, 2023.

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 February 3, 2024 and January 28, 2023. 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.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 9
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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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
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ 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
	Feb. 03, 2024	Jan. 28, 2023	Jan. 29, 2022
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	$ 2,381,477	$ 2,255,819	$ 2,055,265
Other comprehensive (loss) income before reclassifications	6,286	(1,986)
Amounts reclassified from AOCI	367	126
Other comprehensive (loss) income	5,919	(1,860)	(963)
Ending Balance	1,184,429	2,381,477	2,255,819
Derivatives
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	(2,054)
Other comprehensive (loss) income before reclassifications	752	(2,180)
Amounts reclassified from AOCI	(367)	126
Other comprehensive (loss) income	385	(2,054)
Ending Balance	(1,669)	(2,054)
Foreign Currency Translation Adjustment
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	(2,044)	(2,238)	(1,275)
Other comprehensive (loss) income before reclassifications	5,534	194
Other comprehensive (loss) income	5,534	194	(963)
Ending Balance	3,490	(2,044)	(2,238)
Accumulated Other Comprehensive (Loss) Income
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	(4,098)	(2,238)	(1,275)
Ending Balance	$ 1,821	$ (4,098)	$ (2,238)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
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Reference 38: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 39: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 40: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

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Reference 43: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
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-Paragraph 4I
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-URI https://asc.fasb.org//1943274/2147481175/810-10-55-4I

+ Details

Revenue Recognition - Additional Information (Details) - USD ($)	12 Months Ended
	Feb. 03, 2024	Jan. 28, 2023
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

Senior Secured Credit Facilities - Additional Information (Details) - USD ($)			1 Months Ended				12 Months Ended
	Dec. 12, 2022	Mar. 04, 2021	Mar. 31, 2024	Aug. 31, 2023	May 31, 2023	Mar. 31, 2023	Feb. 03, 2024	Jan. 29, 2022	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 extinguishment and modification of debt							$ (920,000)	$ (20,838,000)
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
Amended Term Loan Facility
Line Of Credit Facility [Line Items]
Credit facility, initiation date		Mar. 04, 2021
Credit facility, maturity date		Mar. 04, 2021
Loss on extinguishment and modification of debt		$ 19,600,000
Write-off of unamortized debt discount and issuance costs		6,500,000
Debt issuance cost related to third party expenses		$ 13,100,000
Outstanding principal balance, gross									$ 1,670,300,000
Outstanding principal balance, net of unamortized discount and debt issuance costs									$ 1,648,900,000
Weighted average interest rate									8.20%
Amended Term Loan Facility \| Level 2
Line Of Credit Facility [Line Items]
Estimated fair value of credit facility									$ 1,649.4
Amended Revolving Credit Facility
Line Of Credit Facility [Line Items]
Credit facility, maturity date		Mar. 04, 2021
Outstanding principal balance, net of unamortized discount and debt issuance costs							0		0
First Lien Term Loan
Line Of Credit Facility [Line Items]
Borrowings under credit facility		$ 1,700,000,000
Credit facility, maturity date		Mar. 04, 2028
Credit facility principal repaid				$ 15,000,000	$ 25,000,000	$ 35,000,000
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							1,595,300,000
Outstanding principal balance, net of unamortized discount and debt issuance costs							$ 1,578,600,000
Weighted average interest rate							9.00%
First Lien Term Loan \| Level 2
Line Of Credit Facility [Line Items]
Estimated fair value of credit facility							$ 1,497,600,000
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 \| Applicable Margin for Adjusted SOFR Loans
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					2,400,000		$ 3.6
Borrowings available under credit facility							446,600,000
Outstanding letters of credit							53,400,000
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 \| Subsequent Event
Line Of Credit Facility [Line Items]
Borrowings under credit facility			$ 581,000,000
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 \| Tranche One \| Subsequent Event
Line Of Credit Facility [Line Items]
Borrowings under credit facility			$ 35,000,000
Credit facility, maturity date			Mar. 04, 2026
Amended Revolving Credit Facility \| Tranche Two \| Subsequent Event
Line Of Credit Facility [Line Items]
Borrowings under credit facility			$ 546,000,000
Credit facility, maturity date			Mar. 29, 2029
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 \| Base Rate \| Subsequent Event
Line Of Credit Facility [Line Items]
Debt instrument floor rate			1.00%
Amended Revolving Credit Facility \| SOFR
Line Of Credit Facility [Line Items]
Debt instrument basis spread on variable rate							1.25%
Amended Revolving Credit Facility \| SOFR \| Subsequent Event
Line Of Credit Facility [Line Items]
Debt instrument floor rate			0.00%

Composition of Balance Sheet Accounts - Schedule of Other Long-Term Liabilities (Details) - USD ($) $ in Thousands	Feb. 03, 2024	Jan. 28, 2023
Balance Sheet Related Disclosures [Abstract]
Self-insurance reserves, non-current	$ 55,480	$ 52,780
Finance leases	8,210	23,642
Other liabilities	57,423	54,065
Other long-term liabilities	$ 121,113	$ 130,487

Goodwill - Additional Information (Details) $ in Millions	3 Months Ended	12 Months Ended
Goodwill - Additional Information (Details) $ in Millions	Oct. 28, 2023 USD ($)	Feb. 03, 2024 Segment
Goodwill [Line Items]
Number of reporting units \| Segment		1
Goodwill and indefinite-lived intangible impairment \| $	$ 1,222.5
Level 3
Goodwill [Line Items]
Discounted cash flow to determine fair value discount rate percent	16.40%
Discounted cash flow terminal growth rate percent	3.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Feb. 03, 2024

Accounting Policies [Abstract]

Description of Business and Basis of Presentation

Common Stock

Principles of Consolidation

Use of Estimates

Fiscal Year

Segment Reporting

Cash and Cash Equivalents


	February 3, 2024		January 28, 2023
Cash and cash equivalents	$	125,428	$	201,901
Restricted cash included in other current assets		11,221		11,826
Total cash, cash equivalents and restricted cash in the statement of cash flows	$	136,649	$	213,727

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, 8 and 9 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):


	February 3, 2024		January 28, 2023
Current:
Workers’ compensation and employee-related health care benefits	$	26,996	$	27,175
General and auto liability reserves		6,703		5,678
	$	33,699	$	32,853
Non-current:
Workers’ compensation reserve	$	39,854	$	40,336
General and auto liability reserves		15,626		12,444
	$	55,480	$	52,780

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

•

Costs associated with operating the Company’s distribution centers including payroll and benefits, 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

Derivative Instruments

three-month Term SOFR. The interest rate collar becomes effective December 31, 2024 and expires on December 31, 2026.

The interest rate collars are accounted for as cash flow hedges, and changes in the fair value of the interest rate collars are reported as a component of AOCI.

Refer to Note 8 for further disclosures of the Company’s derivative instruments and hedging activities.

Recent Accounting Pronouncements

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Mar. 31, 2021	Feb. 03, 2024	Jan. 28, 2023	Jan. 29, 2022
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		$ 71.8
Unrecognized compensation expense, expected to be recognized over weighted average period		1 year 8 months 12 days
Weighted average grant date fair value per Share, Granted		$ 8.78
Share-based Payment Arrangement, Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expense		$ 9.1
Unrecognized compensation expense, expected to be recognized over weighted average period		1 year
Expire period		10 years
Stock option awards were granted		0	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%
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		8 months 12 days
Number of additional shares awarded		0
Unrecognized compensation expense related to the unvested portion		$ 3.4
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%
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		6,600,000
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		40,200,000
Class A Common Stock \| 2016 Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Threshold percentage of direct and indirect holdings of common stock		90.00%

CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Feb. 03, 2024	Jan. 28, 2023	Jan. 29, 2022
Statement of Stockholders' Equity [Abstract]
Foreign currency translation adjustment, net of tax	$ 1,932	$ 71	$ (337)
Unrealized gain (loss) on derivatives, net of tax	246	(714)
Gains (Losses) on derivatives reclassified to income, net of tax	$ (120)	42
Investment in veterinary joint venture, net of tax		$ (13,774)

Composition of Balance Sheet Accounts - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Feb. 03, 2024	Jan. 28, 2023
Balance Sheet Related Disclosures [Abstract]
Deferred revenue	$ 33,523	$ 23,045
Accrued real estate taxes	28,843	26,485
Sales taxes payable	21,241	22,950
Accrued capital expenditures	18,888	29,051
Accrued advertising	15,079	24,020
Other accrued expenses and liabilities	82,704	92,005
Accrued expenses and other liabilities, current	$ 200,278	$ 217,556

Derivative Instruments - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 03, 2024	Jan. 28, 2023	Jan. 29, 2022
Derivative [Line Items]
Unrealized gain (loss) on derivatives	$ 752	$ (2,180)
Cash Flow Hedging
Derivative [Line Items]
Pre-tax gain (loss) deferred in reclassified to interest expense	500	(200)	$ 0
Unrealized losses included in AOCI, before tax	(2,200)	(2,700)
Unrealized gain (loss) on derivatives	(1,700)	$ (2,100)
Estimated losses on interest rate caps deferred in AOCI reclassified to interest expense	$ 3,000

- Definition

Amount before tax, after reclassification adjustments of other comprehensive income (loss).

+ References + Details

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
	Feb. 03, 2024
Applicable Margin for Adjusted SOFR 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 SOFR 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 SOFR 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 SOFR 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%

Other Acquisitions

12 Months Ended

Feb. 03, 2024

Business Combinations [Abstract]

Other Acquisitions

3. Other Acquisitions

During fiscal 2023, 2022 and 2021, the Company completed acquisitions of small, regional veterinary businesses for total consideration of approximately $10.0 million, $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 $10.0 million, $9.9 million and $4.7 million of goodwill, respectively. The tax-deductible portion of goodwill in these acquisitions was $10.0 million, $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.

Accumulated Other Comprehensive Income (Loss) (Tables)

12 Months Ended

Feb. 03, 2024

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 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		126		—				126
Other comprehensive (loss) income		(2,054	)		194			(1,860	)
Balance at January 28, 2023	$	(2,054	)	$	(2,044	)	$	(4,098	)
Other comprehensive (loss) income before reclassifications		752			5,534			6,286
Amounts reclassified from AOCI		(367	)	—				(367	)
Other comprehensive (loss) income		385			5,534			5,919
Balance at February 3, 2024	$	(1,669	)	$	3,490		$	1,821

Fair Value Measurements (Tables)

12 Months Ended

Feb. 03, 2024

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):


	February 3, 2024
	Level 1		Level 2			Level 3
Assets (liabilities):
Money market mutual funds	$	80,186	$	—		$	—
Investments of officers' life insurance	$	—	$	14,945		$	—
Non-qualified deferred compensation plan	$	—	$	(20,355	)	$	—


	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	$	—		$	—

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

Feb. 03, 2024

Jan. 28, 2023

Assets

Operating lease right-of-use assets

$ 1,384,050

$ 1,397,761

Finance leases

^[1]

$ 19,394

$ 24,624

Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]

Other Assets, Noncurrent

Total lease assets

$ 1,403,444

$ 1,422,385

Current liabilities:

Current portion of operating lease liabilities

310,507

309,766

Finance leases

$ 15,962

$ 5,794

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

$ 1,116,615

$ 1,148,155

Finance leases

$ 8,210

$ 23,642

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

Other long-term liabilities

Total lease liabilities

$ 1,451,294

$ 1,487,357

[1]	Finance lease right-of-use assets are recorded net of accumulated amortization of $25.9 million and $24.6 million as of February 3, 2024 and January 28, 2023, respectively.

Income Taxes (Tables)

12 Months Ended

Feb. 03, 2024

Income Tax Disclosure [Abstract]

Schedule of Income Tax (Benefit) Expense

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


	Fiscal years ended
	February 3, 2024			January 28, 2023			January 29, 2022
	(53 weeks)			(52 weeks)			(52 weeks)
Current:
Federal	$	23,321		$	23,141		$	4,550
State		2,615			13,099			11,182
	$	25,936		$	36,240		$	15,732
Deferred:
Federal	$	(41,684	)	$	4,649		$	39,087
State		(11,865	)		(5,542	)		(1,346	)
	$	(53,549	)	$	(893	)	$	37,741
Income tax (benefit) expense	$	(27,613	)	$	35,347		$	53,473

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

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


	Fiscal years ended
	February 3, 2024					January 28, 2023					January 29, 2022
	(53 weeks)					(52 weeks)					(52 weeks)
Income tax (benefit) expense at federal statutory rate	$	(274,642	)	21.0	%	$	26,490		21.0	%	$	45,751		21.0	%
Non-deductible expenses		(26	)	0.0			2,035		1.9			1,425		0.7
Impairment (1)		242,819		(18.6	)		—		—			—		—
Equity compensation		16,493		(1.3	)		6,754		5.4			5,988		2.7
State taxes, net of federal tax benefit		(11,228	)	0.9			4,289		3.1			7,636		3.5
Tax credits		(3,800	)	0.3			(3,800	)	(3.0	)		(2,500	)	(1.1	)
Uncertain tax positions		1,829		(0.1	)		1,142		0.9			925		0.4
IPO transaction costs (2)		—		—			—		—			(5,201	)	(2.4	)
Other, net		942		(0.1	)		(1,563	)	(1.3	)		(551	)	(0.3	)
	$	(27,613	)	2.1	%	$	35,347		28.0	%	$	53,473		24.5	%

(1)

Impairment represents adjustments for the non-deductible component of the $1.2 billion partial goodwill impairment recorded during the third quarter of fiscal 2023.

(2)

IPO transaction costs represent consulting, accounting, and other transaction costs recognized in fiscal 2021 that were incurred by the Company in connection with its initial public offering on January 13, 2021.

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):


	February 3, 2024			January 28, 2023
Deferred tax assets:
Inventory	$	29,164		$	25,758
Accrued employee benefits		29,336			30,847
Net operating losses, state tax credit carryforwards		7,800			5,918
Interest expense limitation carry-forward under IRC §163(j)		49,888			25,761
Capitalized research and experimental costs		23,416			7,301
Lease-related items		368,278			377,270
Other		1,178			1,927
Total deferred tax assets		509,060			474,782
Valuation allowance		(2,163	)		(2,520	)
Net deferred tax assets		506,897			472,262
Deferred tax liabilities:
Fixed assets		(119,931	)		(120,169	)
Intangible assets		(248,602	)		(261,333	)
Debt restructuring		(1,475	)		(1,975	)
Lease-related items		(357,743	)		(361,833	)
Investments in joint ventures		(28,396	)		(30,073	)
Other		(2,379	)		—
Total deferred tax liabilities		(758,526	)		(775,383	)
	$	(251,629	)	$	(303,121	)

Schedule of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits, is as follows (in thousands):


	February 3, 2024		January 28, 2023
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

Fair Value Measurements

12 Months Ended

Feb. 03, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

9. Fair Value Measurements

Assets and Liabilities Measured on a Recurring Basis


	February 3, 2024
	Level 1		Level 2			Level 3
Assets (liabilities):
Money market mutual funds	$	80,186	$	—		$	—
Investments of officers' life insurance	$	—	$	14,945		$	—
Non-qualified deferred compensation plan	$	—	$	(20,355	)	$	—


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

The fair value of money market mutual funds is based on quoted market prices, such as quoted net asset values published by the fund as supported in an active market. Money market mutual funds included in the Company’s cash and cash equivalents were $69.6 million and $145.5 million as of February 3, 2024 and January 28, 2023, respectively. Also included in the Company’s money market mutual funds balances were $10.6 million and $11.1 million as of February 3, 2024 and January 28, 2023, respectively, which relate to the Company’s restricted cash, and are included in other current assets in the consolidated balance sheets.

The Company maintains a deferred compensation plan for key executives and other members of management, which is funded by investments in officers’ life insurance. The fair value of this obligation is based on participants’ elected investments, which reflect the closing market prices of similar assets.

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. In fiscal 2022 and 2021, the Company remeasured the fair value of its investment on a quarterly basis, and the resulting gains or losses were included in other non-operating income in the consolidated statements of operations. In April 2023, the Company sold its interest in Rover Class A common stock to a buyer at a price determined based on the daily volume weighted average price, in addition to a premium, over an agreed upon period. The cash proceeds were received throughout fiscal 2023, with the final payment being received in August 2023. The Company's interest in the unsettled cash proceeds were remeasured at fair value at each reporting period, and the resulting gains or losses were included in other non-operating income in the consolidated statements of operations.

Assets Measured on a Non-Recurring Basis

The Company’s non-financial assets, which primarily consist of goodwill, other intangible assets, fixed assets and equity and other investments, are reported at carrying value, or at fair value as of the date of the Company’s acquisition of Petco Holdings, Inc. LLC on January 26, 2016, and are not required to be measured at fair value on a recurring basis. However, on a periodic basis (at least annually for goodwill and indefinite-lived intangibles or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable), non-financial assets are assessed for impairment. If impaired, the carrying values of the assets are written down to fair value using Level 3 inputs.

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. During the third quarter of fiscal 2023, the Company concluded that indicators of impairment existed due to declines in the Company's share price, as well as current macroeconomic conditions, and performed interim quantitative impairment tests of its goodwill and indefinite-lived trade name. Refer to Note 6 for further discussion of the results of interim impairment testing performed on the Company’s goodwill. During the fourth quarter of fiscal 2023, the Company determined that the fair value of its reporting unit was greater than its carrying amount, and therefore no additional goodwill impairment charge was recorded. In fiscal 2022 and 2021, 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.

The fair value of the Company’s trade name was estimated by management with the assistance of a third-party valuation specialist using the relief from royalty valuation method, which estimates the hypothetical royalties that would have to be paid if the trade name was not owned. The fair value of the Company's trade name reflected the Company's most recent revenue projections, a discount rate of 17.4% and a terminal growth rate of 3%. The Company concluded that the fair value of its trade name exceeded its carrying value, and therefore no trade name impairment charge was recorded during the third quarter of fiscal 2023.

In fiscal 2023, 2022, and 2021, 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 2023, 2022, and 2021.

The Company recorded fixed asset and right-of-use asset impairment charges of $2.7 million, $2.2 million $10.4 million in fiscal years 2023, 2022, and 2021, 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

Fair Value Measurements - Schedule of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Feb. 03, 2024	Jan. 28, 2023
Level 1 \| Money Market Mutual Funds
Assets (liabilities):
Asset fair value	$ 80,186	$ 156,626
Level 1 \| Investments of Officers' Life Insurance
Assets (liabilities):
Asset fair value	0	0
Level 1 \| Investment in Rover Group, Inc.
Assets (liabilities):
Asset fair value		20,152
Level 2 \| Money Market Mutual Funds
Assets (liabilities):
Asset fair value	0	0
Level 2 \| Investments of Officers' Life Insurance
Assets (liabilities):
Asset fair value	14,945	13,112
Level 2 \| Investment in Rover Group, Inc.
Assets (liabilities):
Asset fair value		0
Level 3 \| Money Market Mutual Funds
Assets (liabilities):
Asset fair value	0	0
Level 3 \| Investments of Officers' Life Insurance
Assets (liabilities):
Asset fair value	0	0
Level 3 \| Investment in Rover Group, Inc.
Assets (liabilities):
Asset fair value		0
Non-qualified Deferred Compensation Plan \| Level 1
Assets (liabilities):
Liabilities fair value	0	0
Non-qualified Deferred Compensation Plan \| Level 2
Assets (liabilities):
Liabilities fair value	(20,355)	(18,464)
Non-qualified Deferred Compensation Plan \| Level 3
Assets (liabilities):
Liabilities fair value	$ 0	$ 0

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	12 Months Ended
	Feb. 03, 2024	Jan. 28, 2023	Jan. 29, 2022
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (1,280,210)	$ 89,910	$ 159,805
Net loss attributable to noncontrolling interest	0	(891)	(4,612)
Net (loss) income attributable to Class A and B-1 common stockholders	(1,280,210)	90,801	164,417
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	5,534	194	(963)
Unrealized gain (loss) on derivatives	752	(2,180)
(Gains) losses on derivatives reclassified to income	(367)	126
Total other comprehensive income (loss), net of tax	5,919	(1,860)	(963)
Comprehensive (loss) income	(1,274,291)	88,050	158,842
Comprehensive loss attributable to noncontrolling interest	0	(891)	(4,612)
Comprehensive (loss) income attributable to Class A and B-1 common stockholders	$ (1,274,291)	$ 88,941	$ 163,454

Derivative Instruments - Summary of Interest Rate Caps Reflected in Consolidated Balance Sheets (Details) - Cash Flow Hedging [Member] - USD ($) $ in Thousands	Feb. 03, 2024	Jan. 28, 2023
Derivative [Line Items]
Current asset portion of cash flow hedges	$ 2,259
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration]	Other Assets, Current
Current liability portion of cash flow hedges	$ (124)	$ (1,176)
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued Liabilities, Current
Non-current liability portion of cash flow hedges	$ (3,067)	(1,717)
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Noncurrent
Total cash flow hedges	$ (932)	$ (2,893)

- Definition

Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.

+ References

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-Topic 946
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Composition of Balance Sheet Accounts - Schedule of Fixed Assets, Net (Details) - USD ($) $ in Thousands	Feb. 03, 2024	Jan. 28, 2023
Property Plant And Equipment [Line Items]
Fixed assets	$ 2,173,015	$ 1,987,559
Less accumulated depreciation	(1,356,648)	(1,184,232)
Fixed assets, net	816,367	803,327
Equipment
Property Plant And Equipment [Line Items]
Fixed assets	978,242	885,370
Leasehold improvements
Property Plant And Equipment [Line Items]
Fixed assets	753,160	686,888
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Fixed assets	428,561	398,187
Buildings and related improvements
Property Plant And Equipment [Line Items]
Fixed assets	12,816	16,696
Land
Property Plant And Equipment [Line Items]
Fixed assets	$ 236	$ 418

Derivative Instruments (Tables)

12 Months Ended

Feb. 03, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Cash Flow Hedges Reflected in Consolidated Balance Sheets

The cash flow hedges are reflected in the Company’s consolidated balance sheets as follows (in thousands):


Assets (Liabilities)	Balance sheet location	February 3, 2024			January 28, 2023
Current asset portion of cash flow hedges	Other current assets	$	2,259		$	—
Non-current asset portion of cash flow hedges	Other long-term assets		—			—
Current liability portion of cash flow hedges	Accrued expenses and other liabilities		(124	)		(1,176	)
Non-current liability portion of cash flow hedges	Other long-term liabilities		(3,067	)		(1,717	)
Total cash flow hedges		$	(932	)	$	(2,893	)

Goodwill (Tables)

12 Months Ended

Feb. 03, 2024

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):


	February 3, 2024			January 28, 2023
Beginning balance	$	2,193,941		$	2,183,991
Activity from acquisitions		8,880			9,950
Impairment		(1,222,524	)		—
Ending balance	$	980,297		$	2,193,941

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
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-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Feb. 03, 2024	Jan. 28, 2023	Jan. 29, 2022
Cash flows from operating activities:
Net (loss) income	$ (1,280,210)	$ 89,910	$ 159,805
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	200,782	193,828	172,431
Amortization of debt discounts and issuance costs	4,972	4,940	5,796
Provision for deferred taxes	(53,549)	(893)	37,741
Equity-based compensation expense	81,859	60,784	49,265
Impairments, write-offs and losses on sale of fixed and other assets	2,833	1,992	10,918
Loss on extinguishment and modification of debt	920		20,838
Income from equity method investees	(16,188)	(12,976)	(10,883)
Amounts reclassified out of accumulated other comprehensive (loss) income	(488)	168
Goodwill impairment	1,222,524	0	0
Non-cash operating lease costs	429,056	422,792	422,465
Other non-operating (income) loss	(4,727)	12,667	(34,497)
Changes in assets and liabilities:
Receivables	5,211	6,038	(13,791)
Merchandise inventories	(32,072)	22,681	(136,404)
Prepaid expenses and other assets	(8,009)	(5,933)	(17,664)
Accounts payable and book overdrafts	103,919	(22,763)	71,775
Accrued salaries and employee benefits	11,347	(51,427)	10,679
Accrued expenses and other liabilities	(8,495)	13,616	42,899
Operating lease liabilities	(446,981)	(386,259)	(418,210)
Other long-term liabilities	3,015	(3,162)	(14,948)
Net cash provided by operating activities	215,719	346,003	358,215
Cash flows from investing activities:
Cash paid for fixed assets	(225,598)	(278,020)	(239,110)
Cash paid for acquisitions, net of cash acquired (Note 3)	(6,725)	(9,640)	(4,334)
Cash paid for interest in veterinary joint venture (Note 1)		(35,000)
Proceeds from investments	24,878		6,135
Proceeds from sale of assets		2,336	226
Net cash used in investing activities	(207,445)	(320,324)	(237,083)
Cash flows from financing activities:
Borrowings under long-term debt agreements	273,000	123,000	1,700,000
Repayments of long-term debt	(348,000)	(140,000)	(1,690,861)
Debt refinancing costs			(24,665)
Payments for finance lease liabilities	(5,925)	(5,083)	(3,564)
Proceeds from employee stock purchase plan and stock option exercises	4,223	3,796	4,185
Tax withholdings on stock-based awards	(8,650)	(15,555)	(33)
Payment of offering costs			(3,844)
Net cash used in financing activities	(85,352)	(33,842)	(18,782)
Net (decrease) increase in cash, cash equivalents and restricted cash	(77,078)	(8,163)	102,350
Cash, cash equivalents and restricted cash at beginning of year	213,727	221,890	119,540
Cash, cash equivalents and restricted cash at end of year	136,649	213,727	221,890
Supplemental cash flow disclosures:
Interest paid, net	142,114	89,285	64,545
Capitalized interest	1,260	1,480	1,003
Income taxes paid	32,192	14,443	16,092
Supplemental non-cash investing and financing activities disclosures:
Accounts payable and accrued expenses for capital expenditures	18,888	$ 29,051	36,935
Accrued tax withholdings on stock-based awards	$ 809		$ 6,552

Fair Value Measurements - Additional Information (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Oct. 28, 2023 USD ($)	Feb. 03, 2024 USD ($)	Jan. 28, 2023 USD ($)	Jan. 29, 2022 USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Net proceeds from sale of common stock		$ 24,878		$ 6,135
Goodwill impairment	$ 1,200,000	1,222,524	$ 0	0
Impairment of fixed asset and right-of-use asset		$ 2,700	2,200	$ 10,400
Discount Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Percentage of revenue projections		17.4
Terminal Growth Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Percentage of revenue projections		3
Cash and Cash Equivalents
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Money market mutual funds		$ 69,600	145,500
Restricted Cash \| Other Current Assets
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Money market mutual funds		$ 10,600	$ 11,100

Senior Secured Credit Facilities (Tables)

12 Months Ended

Feb. 03, 2024

Debt Disclosure [Abstract]

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

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


Average Historical Excess Availability	Applicable Margin for Adjusted 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	%

Accumulated Other Comprehensive Income (Loss)

12 Months Ended

Feb. 03, 2024

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

Accumulated Other Comprehensive Income (Loss)

13. Accumulated Other Comprehensive (Loss) Income

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 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		126		—				126
Other comprehensive (loss) income		(2,054	)		194			(1,860	)
Balance at January 28, 2023	$	(2,054	)	$	(2,044	)	$	(4,098	)
Other comprehensive (loss) income before reclassifications		752			5,534			6,286
Amounts reclassified from AOCI		(367	)	—				(367	)
Other comprehensive (loss) income		385			5,534			5,919
Balance at February 3, 2024	$	(1,669	)	$	3,490		$	1,821

Income Taxes

12 Months Ended

Feb. 03, 2024

Income Tax Disclosure [Abstract]

Income Taxes

12. Income Taxes

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


	Fiscal years ended
	February 3, 2024			January 28, 2023			January 29, 2022
	(53 weeks)			(52 weeks)			(52 weeks)
Current:
Federal	$	23,321		$	23,141		$	4,550
State		2,615			13,099			11,182
	$	25,936		$	36,240		$	15,732
Deferred:
Federal	$	(41,684	)	$	4,649		$	39,087
State		(11,865	)		(5,542	)		(1,346	)
	$	(53,549	)	$	(893	)	$	37,741
Income tax (benefit) expense	$	(27,613	)	$	35,347		$	53,473

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


	Fiscal years ended
	February 3, 2024					January 28, 2023					January 29, 2022
	(53 weeks)					(52 weeks)					(52 weeks)
Income tax (benefit) expense at federal statutory rate	$	(274,642	)	21.0	%	$	26,490		21.0	%	$	45,751		21.0	%
Non-deductible expenses		(26	)	0.0			2,035		1.9			1,425		0.7
Impairment (1)		242,819		(18.6	)		—		—			—		—
Equity compensation		16,493		(1.3	)		6,754		5.4			5,988		2.7
State taxes, net of federal tax benefit		(11,228	)	0.9			4,289		3.1			7,636		3.5
Tax credits		(3,800	)	0.3			(3,800	)	(3.0	)		(2,500	)	(1.1	)
Uncertain tax positions		1,829		(0.1	)		1,142		0.9			925		0.4
IPO transaction costs (2)		—		—			—		—			(5,201	)	(2.4	)
Other, net		942		(0.1	)		(1,563	)	(1.3	)		(551	)	(0.3	)
	$	(27,613	)	2.1	%	$	35,347		28.0	%	$	53,473		24.5	%

(1)

Impairment represents adjustments for the non-deductible component of the $1.2 billion partial goodwill impairment recorded during the third quarter of fiscal 2023.

(2)

The effective tax rate is driven by income earned in various taxing jurisdictions, including U.S. states, and the statutory tax rates imposed by those jurisdictions, as well as permanent differences including nondeductible equity compensation, goodwill impairment charges, and tax credits.

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


	February 3, 2024			January 28, 2023
Deferred tax assets:
Inventory	$	29,164		$	25,758
Accrued employee benefits		29,336			30,847
Net operating losses, state tax credit carryforwards		7,800			5,918
Interest expense limitation carry-forward under IRC §163(j)		49,888			25,761
Capitalized research and experimental costs		23,416			7,301
Lease-related items		368,278			377,270
Other		1,178			1,927
Total deferred tax assets		509,060			474,782
Valuation allowance		(2,163	)		(2,520	)
Net deferred tax assets		506,897			472,262
Deferred tax liabilities:
Fixed assets		(119,931	)		(120,169	)
Intangible assets		(248,602	)		(261,333	)
Debt restructuring		(1,475	)		(1,975	)
Lease-related items		(357,743	)		(361,833	)
Investments in joint ventures		(28,396	)		(30,073	)
Other		(2,379	)		—
Total deferred tax liabilities		(758,526	)		(775,383	)
	$	(251,629	)	$	(303,121	)

In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all 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 February 3, 2024, the Company has recorded a deferred tax asset of $2.2 million reflecting the benefit of $45.5 million in state income tax net operating loss carryforwards, which will begin to expire in fiscal 2024. 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 $2.2 million on the deferred tax asset related to these state net operating loss carryforwards as of February 3, 2024. The valuation allowance decreased by $0.4 million as compared to the prior year due to the expiration of statutes of limitations. If or when recognized, the tax benefits related to any reversal of the valuation allowance on deferred tax assets is accounted for as a reduction of income tax expense.

The Company has recorded a net deferred tax asset of $5.7 million reflecting the gross benefit of state income tax credits totaling $0.5 million and $6.6 million in Georgia and California, respectively. The Georgia credits will begin to expire in 2025. The California credits have an unlimited carryforward period.

The Company's interest expense carryforward of $152.5 million has an unlimited carryforward period.

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.

The Company has approximately $16.4 million of unrecognized tax benefits as of February 3, 2024, 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.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, is as follows (in thousands):


	February 3, 2024		January 28, 2023
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 $4.8 million accrued for interest and penalties as of February 3, 2024 in the consolidated balance sheets and recorded $1.9 million in interest during fiscal 2023 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 2019. The Company is no longer subject to examination by state tax authorities for tax periods prior to fiscal 2018. 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Income Taxes - Additional Information (Details) - USD ($)
$ in Thousands

12 Months Ended

Feb. 03, 2024

Jan. 28, 2023

Jan. 29, 2022

Income Tax Disclosure [Line Items]

Income tax benefit on legal, consulting, accounting, and other transaction costs

^[1]

$ 0

$ 5,201

Operating loss carryforwards

2,200

Deferred tax asset valuation allowance, increase (decrease)

(400)

Net interest expense carryforward

152,500

Unrecognized tax benefits

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

4,800

Unrecognized tax benefits, interest and penalties

1,900

State

Income Tax Disclosure [Line Items]

Operating loss carryforwards

2,200

Deferred tax asset, operating loss carryforwards

45,500

Deferred tax asset, tax credit carryforwards

5,700

State | Georgia

Income Tax Disclosure [Line Items]

Tax credits carryforward

$ 500

Tax credit carryforward expiration year

2025

State | California

Income Tax Disclosure [Line Items]

Tax credit unlimited carryforward

$ 6,600

[1]	IPO transaction costs represent consulting, accounting, and other transaction costs recognized in fiscal 2021 that were incurred by the Company in connection with its initial public offering on January 13, 2021.

Income Taxes - Reconciliation of Income Tax (Benefit) Expense at Federal Statutory Rate With Provision For Income Taxes (Details) - USD ($)
$ in Thousands

12 Months Ended

Feb. 03, 2024

Jan. 28, 2023

Jan. 29, 2022

Effective Income Tax Rate Reconciliation, Amount [Abstract]

Income tax (benefit) expense at federal statutory rate

$ (274,642)

$ 26,490

$ 45,751

Non-deductible expenses

(26)

2,035

1,425

Impairment

^[1]

242,819

Equity compensation

16,493

6,754

5,988

State taxes, net of federal tax benefit

(11,228)

4,289

7,636

Tax credits

(3,800)

(2,500)

Uncertain tax positions

1,829

1,142

925

IPO transaction costs

^[2]

(5,201)

Other, net

942

(1,563)

(551)

Income tax (benefit) expense

$ (27,613)

$ 35,347

$ 53,473

Effective Income Tax Rate Reconciliation, Percent [Abstract]

Income tax (benefit) expense at federal statutory rate

21.00%

Non-deductible expenses

0.00%

1.90%

0.70%

Impairment

^[1]

(18.60%)

0.00%

Equity compensation

(1.30%)

5.40%

2.70%

State taxes, net of federal tax benefit

0.90%

3.10%

3.50%

Tax credits

0.30%

(3.00%)

(1.10%)

Uncertain tax positions

(0.10%)

0.90%

0.40%

IPO transaction costs

^[2]

0.00%

(2.40%)

Other, net

(0.10%)

(1.30%)

(0.30%)

Effective income tax rate, percent

2.10%

28.00%

24.50%

[1]	Impairment represents adjustments for the non-deductible component of the $1.2 billion partial goodwill impairment recorded during the third quarter of fiscal 2023.
[2]	IPO transaction costs represent consulting, accounting, and other transaction costs recognized in fiscal 2021 that were incurred by the Company in connection with its initial public offering on January 13, 2021.

Stockholders' Equity - Schedule of Series C Unit Activity Under 2016 Incentive Plan (Details) - 2016 Incentive Plan	12 Months Ended
	Feb. 03, 2024 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding, January 28, 2023	201,359,000
Granted	0
Forfeited	(3,215,000)
Outstanding, February 3, 2024	198,145,000
Vested, February 3, 2024	178,289,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Feb. 03, 2024	Mar. 28, 2024	Jul. 28, 2023
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Feb. 03, 2024
Document Fiscal Year Focus	2023
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	--02-03
Entity Filer Category	Large Accelerated Filer
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Public Float			$ 687
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 Financial Statement Error Correction [Flag]	false
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 2024 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		231,786,223
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

Revenue Recognition - Summary of Net Sales by Product Type and Services (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 03, 2024	Jan. 28, 2023	Jan. 29, 2022
Disaggregation Of Revenue [Line Items]
Net sales	$ 6,255,284	$ 6,035,967	$ 5,807,149
Consumables
Disaggregation Of Revenue [Line Items]
Net sales	3,063,845	2,859,602	2,533,755
Supplies and companion animals
Disaggregation Of Revenue [Line Items]
Net sales	2,209,865	2,370,913	2,603,104
Services and other
Disaggregation Of Revenue [Line Items]
Net sales	$ 981,574	$ 805,452	$ 670,290

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
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-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Feb. 03, 2024	Jan. 28, 2023
Allowance for credit loss, current	$ 1,806	$ 952
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	231,200,000	228,300,000
Common stock, shares, outstanding	231,200,000	228,300,000
Class B-1 Common Stock
Common stock, par value per share	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000.0	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

Composition of Balance Sheet Accounts - Schedule of Accrued Salaries and Employee Benefits (Details) - USD ($) $ in Thousands	Feb. 03, 2024	Jan. 28, 2023
Accrued Salaries And Employee Benefits [Line Items]
Accrued compensation and related taxes	$ 55,358	$ 44,724
Self-insurance reserves	33,699	32,853
Accrued paid time-off	18,911	18,030
Accrued salaries and employee benefits	101,265	89,929
Accrued Salaries and Employee Benefits \| Workers’ Compensation and Employee-related Health Care Benefits
Accrued Salaries And Employee Benefits [Line Items]
Self-insurance reserves	$ 26,996	$ 27,175

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Feb. 03, 2024	Jan. 28, 2023	Jan. 29, 2022
Net sales	$ 6,255,284	$ 6,035,967	$ 5,807,149
Cost of sales	3,901,449	3,608,860	3,380,539
Gross profit	2,353,835	2,427,107	2,426,610
Selling, general and administrative expenses	2,311,625	2,201,548	2,160,539
Goodwill impairment	1,222,524	0	0
Operating (loss) income	(1,180,314)	225,559	266,071
Interest income	(3,405)	(1,032)	(62)
Interest expense	150,909	101,643	77,397
Loss on extinguishment and modification of debt	920		20,838
Other non-operating (income) loss	(4,727)	12,667	(34,497)
(Loss) income before income taxes and income from equity method investees	(1,324,011)	112,281	202,395
Income tax (benefit) expense	(27,613)	35,347	53,473
Income from equity method investees	(16,188)	(12,976)	(10,883)
Net (loss) income	(1,280,210)	89,910	159,805
Net loss attributable to noncontrolling interest	0	(891)	(4,612)
Net (loss) income attributable to Class A and B-1 common stockholders	$ (1,280,210)	$ 90,801	$ 164,417
Net (loss) income per Class A and B-1 common share:
Basic	$ (4.78)	$ 0.34	$ 0.62
Diluted	$ (4.78)	$ 0.34	$ 0.62
Weighted average shares used in computing net (loss) income per Class A and B-1 common share:
Basic	267,549	265,522	264,261
Diluted	267,549	265,951	265,338
Products
Net sales	$ 5,273,710	$ 5,230,515	$ 5,136,859
Cost of sales	3,269,628	3,035,249	2,875,313
Services and other
Net sales	981,574	805,452	670,290
Cost of sales	$ 631,821	$ 573,611	$ 505,226

Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Feb. 03, 2024	Jan. 28, 2023
Deferred tax assets:
Inventory	$ 29,164	$ 25,758
Accrued employee benefits	29,336	30,847
Net operating losses, state tax credit carryforwards	7,800	5,918
Interest expense limitation carry-forward under IRC §163(j)	49,888	25,761
Capitalized research and experimental costs	23,416	7,301
Lease-related items	368,278	377,270
Other	1,178	1,927
Total deferred tax assets	509,060	474,782
Valuation allowance	(2,163)	(2,520)
Net deferred tax assets	506,897	472,262
Deferred tax liabilities:
Fixed assets	(119,931)	(120,169)
Intangible assets	(248,602)	(261,333)
Debt restructuring	(1,475)	(1,975)
Lease-related items	(357,743)	(361,833)
Investments in joint ventures	(28,396)	(30,073)
Other	(2,379)	0
Total deferred tax liabilities	(758,526)	(775,383)
Net deferred tax liability	$ (251,629)	$ (303,121)

Leases - Schedule of Other Information of Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 03, 2024	Jan. 28, 2023	Jan. 29, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 446,981	$ 386,259	$ 418,210
Operating cash flows from finance leases	1,267	1,349	850
Financing cash flows from finance leases	5,925	5,083	3,564
Lease assets obtained in exchange for lease liabilities:
Operating leases	298,672	363,311	308,166
Finance leases	$ 712	$ 4,784	$ 19,841
Weighted average remaining lease term:
Operating leases	6 years	6 years
Finance leases	2 years 3 months 18 days	3 years 2 months 12 days
Weighted average discount rate:
Operating leases	8.20%	8.40%
Finance leases	4.70%	4.70%

Income Taxes - Reconciliation of Income Tax (Benefit) Expense at Federal Statutory Rate With Provision For Income Taxes (Parenthetical) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Oct. 28, 2023	Feb. 03, 2024	Jan. 28, 2023	Jan. 29, 2022
Income Tax Disclosure [Abstract]
Goodwill impairment	$ 1,200,000	$ 1,222,524	$ 0	$ 0

Composition of Balance Sheet Accounts

12 Months Ended

Feb. 03, 2024

Balance Sheet Related Disclosures [Abstract]

Composition of Balance Sheet Accounts

4. Composition of Balance Sheet Accounts

Fixed Assets, Net

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


	February 3, 2024			January 28, 2023
Equipment	$	978,242		$	885,370
Leasehold improvements		753,160			686,888
Furniture and fixtures		428,561			398,187
Buildings and related improvements		12,816			16,696
Land		236			418
		2,173,015			1,987,559
Less accumulated depreciation		(1,356,648	)		(1,184,232	)
	$	816,367		$	803,327

The Company’s depreciation and amortization expense for fixed assets, net was $201.0 million, $193.9 million, and $171.1 million for fiscal 2023, 2022 and 2021, respectively.

Accrued Salaries and Employee Benefits

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


	February 3, 2024		January 28, 2023
Accrued compensation and related taxes	$	55,358	$	44,724
Self-insurance reserves		26,996		27,175
Accrued paid time-off		18,911		18,030
	$	101,265	$	89,929

Accrued Expenses and Other Liabilities

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


	February 3, 2024		January 28, 2023
Deferred revenue	$	33,523	$	23,045
Accrued real estate taxes		28,843		26,485
Sales taxes payable		21,241		22,950
Accrued capital expenditures		18,888		29,051
Accrued advertising		15,079		24,020
Other accrued expenses and liabilities		82,704		92,005
	$	200,278	$	217,556

Other Long-Term Liabilities

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


	February 3, 2024		January 28, 2023
Self-insurance reserves	$	55,480	$	52,780
Finance leases		8,210		23,642
Other liabilities		57,423		54,065
	$	121,113	$	130,487

Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 03, 2024	Jan. 28, 2023
Goodwill, Impaired, Accumulated Impairment Loss [Abstract]
Goodwill, beginning balance	$ 2,193,941	$ 2,183,991
Activity from acquisitions	8,880	9,950
Impairment	(1,222,524)
Goodwill, ending balance	$ 980,297	$ 2,193,941

- 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

Stockholders' Equity - Schedule of Stock Option Activity (Details) - 2021 Equity Incentive Plan - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Feb. 03, 2024	Jan. 28, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares subject to options, Outstanding, January 28, 2023	7,814
Shares subject to options, Forfeited/expired	(1,504)
Shares subject to options, Outstanding, February 3, 2024	6,310	7,814
Shares subject to options, Exercisable, February 3, 2024	3,699
Outstanding, January 28, 2023, weighted average exercise price per share	$ 14.02
Forfeited/expired, weighted average exercise price per share	12.99
Outstanding, February 3, 2024, weighted average exercise price per share	14.26	$ 14.02
Exercisable, February 3, 2024, weighted average exercise price per share	$ 16.14
Weighted average remaining contractual life (years), Outstanding	8 years	9 years 1 month 6 days
Weighted average remaining contractual life (years),, Exercisable, February 3, 2024	7 years 4 months 24 days
Aggregate intrinsic value, Outstanding		$ 3,512

Derivative Instruments

12 Months Ended

Feb. 03, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

8. Derivative Instruments

The Company's interest rate caps and collars are accounted for as cash flow hedges because they are expected to be highly effective in hedging variable rate interest payments. Changes in the fair value of the cash flow hedges are reported as a component of AOCI. As of February 3, 2024 and January 28, 2023, AOCI included unrealized losses of $2.2 million ($1.7 million, net of tax) and $2.7 million ($2.1 million, net of tax), respectively. Approximately $0.5 million of pre-tax gains and $0.2 million of pre-tax losses deferred in AOCI were reclassified to interest expense during fiscal 2023 and fiscal 2022, respectively. There were no amounts deferred in AOCI that were reclassified to interest expense during fiscal 2021. The Company currently estimates that $3.0 million of losses related to trade date costs on its cash flow hedges that are currently deferred in AOCI will be reclassified to interest expense in the consolidated statement of operations within the next twelve months. This estimate could vary based on actual amounts as a result of changes in market conditions.

The cash flow hedges are reflected in the Company’s consolidated balance sheets as follows (in thousands):


Assets (Liabilities)	Balance sheet location	February 3, 2024			January 28, 2023
Current asset portion of cash flow hedges	Other current assets	$	2,259		$	—
Non-current asset portion of cash flow hedges	Other long-term assets		—			—
Current liability portion of cash flow hedges	Accrued expenses and other liabilities		(124	)		(1,176	)
Non-current liability portion of cash flow hedges	Other long-term liabilities		(3,067	)		(1,717	)
Total cash flow hedges		$	(932	)	$	(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 cash flow hedge 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 cash flow hedge agreements. As of February 3, 2024, no events of default have occurred. There is no collateral posting requirement outside the provisions in the debt agreements.

Senior Notes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 03, 2024	Jan. 29, 2022
Debt Instrument [Line Items]
Loss on extinguishment and modification of debt	$ (920)	$ (20,838)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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+ Details

Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Feb. 03, 2024	Jan. 28, 2023	Jan. 29, 2022
Defined Contribution Plan Disclosure [Line Items]
Contributions to plans, amount	$ 12.1	$ 10.7	$ 9.2
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%

Composition of Balance Sheet Accounts (Tables)

12 Months Ended

Feb. 03, 2024

Balance Sheet Related Disclosures [Abstract]

Schedule of Fixed Assets, Net

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


	February 3, 2024			January 28, 2023
Equipment	$	978,242		$	885,370
Leasehold improvements		753,160			686,888
Furniture and fixtures		428,561			398,187
Buildings and related improvements		12,816			16,696
Land		236			418
		2,173,015			1,987,559
Less accumulated depreciation		(1,356,648	)		(1,184,232	)
	$	816,367		$	803,327

Schedule of Accrued Salaries and Employee Benefits

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


	February 3, 2024		January 28, 2023
Accrued compensation and related taxes	$	55,358	$	44,724
Self-insurance reserves		26,996		27,175
Accrued paid time-off		18,911		18,030
	$	101,265	$	89,929

Schedule of Accrued Expenses and Other Liabilities

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


	February 3, 2024		January 28, 2023
Deferred revenue	$	33,523	$	23,045
Accrued real estate taxes		28,843		26,485
Sales taxes payable		21,241		22,950
Accrued capital expenditures		18,888		29,051
Accrued advertising		15,079		24,020
Other accrued expenses and liabilities		82,704		92,005
	$	200,278	$	217,556

Schedule of Other Long-Term Liabilities

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


	February 3, 2024		January 28, 2023
Self-insurance reserves	$	55,480	$	52,780
Finance leases		8,210		23,642
Other liabilities		57,423		54,065
	$	121,113	$	130,487

Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Fixed Assets (Details)	Feb. 03, 2024
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

12 Months Ended

Feb. 03, 2024

Leases [Abstract]

Leases

5. Leases

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


Leases	Balance sheet location	February 3, 2024		January 28, 2023
Assets
Operating leases	Operating lease right-of-use assets	$	1,384,050	$	1,397,761
Finance leases	Fixed assets, net(1)		19,394		24,624
Total lease assets		$	1,403,444	$	1,422,385
Liabilities
Current
Operating leases	Current portion of operating lease liabilities	$	310,507	$	309,766
Finance leases	Current portion of long-term debt and other lease liabilities		15,962		5,794
Non-current
Operating leases	Operating lease liabilities, excluding current portion		1,116,615		1,148,155
Finance leases	Other long-term liabilities		8,210		23,642
Total lease liabilities		$	1,451,294	$	1,487,357

(1)

Finance lease right-of-use assets are recorded net of accumulated amortization of $25.9 million and $24.6 million as of February 3, 2024 and January 28, 2023, respectively.

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


	Fiscal years ended
	February 3, 2024			January 28, 2023			January 29, 2022
Operating lease cost	$	429,056		$	422,792		$	422,465
Finance lease cost:
Amortization of right-of-use lease assets		5,838			5,660			3,933
Interest on lease liabilities		1,250			1,329			876
Variable lease cost		119,361			110,335			109,723
Sublease income		(2,241	)		(2,810	)		(5,091	)
Total lease cost	$	553,264		$	537,306		$	531,906

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


	Fiscal years ended
	February 3, 2024		January 28, 2023		January 29, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	446,981	$	386,259	$	418,210
Operating cash flows from finance leases	$	1,267	$	1,349	$	850
Financing cash flows from finance leases	$	5,925	$	5,083	$	3,564
Lease assets obtained in exchange for lease liabilities:
Operating leases	$	298,672	$	363,311	$	308,166
Finance leases	$	712	$	4,784	$	19,841


	February 3, 2024			January 28, 2023
Weighted average remaining lease term:
Operating leases	6.0 years			6.0 years
Finance leases	2.3 years			3.2 years
Weighted average discount rate:
Operating leases		8.2	%		8.4	%
Finance leases		4.7	%		4.7	%

At February 3, 2024, the maturities of the Company’s operating and finance lease liabilities were as follows (in thousands):


Fiscal years	Operating leases			Finance leases
2024		413,399			16,903
2025		325,839			3,927
2026		298,076			2,361
2027		225,451			1,206
2028		157,127			538
Thereafter		383,286			1,031
Total lease payments	$	1,803,178		$	25,966
Less imputed interest		(376,056	)		(1,794	)
Present value of lease payments		1,427,122			24,172
Less current portion		(310,507	)		(15,962	)
Lease liabilities, excluding current portion	$	1,116,615		$	8,210

Goodwill

12 Months Ended

Feb. 03, 2024

Goodwill, Impaired, Accumulated Impairment Loss [Abstract]

Goodwill

6. Goodwill

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


	February 3, 2024			January 28, 2023
Beginning balance	$	2,193,941		$	2,183,991
Activity from acquisitions		8,880			9,950
Impairment		(1,222,524	)		—
Ending balance	$	980,297		$	2,193,941

The Company has one reporting unit. 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. During the third quarter of fiscal 2023, the Company concluded that indicators of impairment existed due to declines in the Company's share price, as well as current macroeconomic conditions, and performed an interim quantitative impairment test. The fair value of the Company’s reporting unit was estimated by management with the assistance of a third-party valuation specialist. Fair value estimates used in the quantitative impairment test were calculated using a combination of discounted cash flow analysis and a public company analysis. The discounted cash flow analysis measures the value of an asset by the present value of its future estimated cash flows. The Company makes estimates and assumptions about sales, gross margins, selling, general and administrative percentages and profit margins, based on budgets and forecasts, business plans, economic projections, anticipated future cash flows, and marketplace data. The public company analysis analyzes transactional and financial data of publicly traded companies to develop valuation multiples. These multiples are then applied to the Company to develop an indication of fair value.

Significant assumptions used in the determination of fair value of the reporting unit generally include prospective financial information, discount rates, terminal growth rates and earnings multiples. The discounted cash flow model used to determine the fair value of the reporting unit during the third quarter of fiscal 2023 reflected the

Company's most recent cash flow projections, a discount rate of 16.4% and a terminal growth rate of 3%. The reporting unit fair value measurement is classified as Level 3 in the fair value hierarchy because it involves significant unobservable inputs.

As a result of the impairment test, the Company concluded that the carrying value of the Company’s reporting unit exceeded its fair value and recorded a pre-tax goodwill impairment charge of $1,222.5 million during the third quarter of fiscal 2023. This charge was recorded in goodwill impairment in the consolidated statements of operations. During the fourth quarter of fiscal 2023, the Company determined that the fair value of its reporting unit was greater than its carrying amount, and therefore no additional goodwill impairment charge was recorded.

Commitments and Contingencies

12 Months Ended

Feb. 03, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

14. 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 2023, 2022, and 2021 were $4.6 million, $4.4 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 2030 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.

Leases - Schedule of Components of Total Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 03, 2024	Jan. 28, 2023	Jan. 29, 2022
Leases [Abstract]
Operating lease cost	$ 429,056	$ 422,792	$ 422,465
Finance lease cost:
Amortization of right-of-use lease assets	5,838	5,660	3,933
Interest on lease liabilities	1,250	1,329	876
Variable lease cost	119,361	110,335	109,723
Sublease income	(2,241)	(2,810)	(5,091)
Total lease cost	$ 553,264	$ 537,306	$ 531,906

Stockholders' Equity - Schedule of RSUs (Details) - RSUs - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Feb. 03, 2024	Jan. 28, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares Nonvested	7,802
Shares Granted	7,737
Shares Vested and delivered	(3,458)
Shares Forfeited/expired	(2,463)
Shares Nonvested	9,618	7,802
Weighted average grant date fair value per share, Nonvested	$ 15.36
Weighted average grant date fair value per Share, Granted	8.78
Weighted average grant date fair value per Share, Vested and delivered	15.83
Weighted average grant date fair value per Share, Forfeited/expired	11.64
Weighted average grant date fair value per share, Nonvested	$ 10.87	$ 15.36
Weighted average remaining contractual life (years), Nonvested	10 months 24 days	1 year 2 months 12 days
Aggregate intrinsic value, Nonvested	$ 23,852	$ 91,596

Revenue Recognition (Tables)

12 Months Ended

Feb. 03, 2024

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
	February 3, 2024		January 28, 2023		January 29, 2022
	(53 weeks)		(52 weeks)		(52 weeks)
Consumables	$	3,063,845	$	2,859,602	$	2,533,755
Supplies and companion animals		2,209,865		2,370,913		2,603,104
Services and other		981,574		805,452		670,290
Net sales	$	6,255,284	$	6,035,967	$	5,807,149

Other Acquisitions - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 03, 2024	Jan. 28, 2023	Jan. 29, 2022
Business Acquisition [Line Items]
Goodwill	$ 980,297	$ 2,193,941	$ 2,183,991
Series of Individually Immaterial Business Acquisitions
Business Acquisition [Line Items]
Business acquisition, consideration	10,000	9,900	5,500
Goodwill	10,000	9,900	4,700
Business acquisition, goodwill, tax deductible amount	$ 10,000	$ 9,900	$ 2,400

- Definition

+ References + Details

Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, shares in Millions	1 Months Ended		12 Months Ended
	May 31, 2022 USD ($)	Jun. 30, 2021 USD ($) $ / shares shares	Feb. 03, 2024 USD ($) State Segment CareCenter	Jan. 28, 2023 USD ($)	Jan. 29, 2022 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Number of care centers \| CareCenter			1,423
Number of states in which the entity operates \| State			50
Credit and debit card receivables from banks included in cash and cash equivalents			$ 40,000,000.0	$ 40,000,000.0
Number of reporting units \| Segment			1
Joint venture management fees				700,000	$ 2,500,000
Advertising expenses			$ 194,400,000	203,700,000	227,900,000
Advertising expense adjustments upon reimbursement of vendor cooperative advertising				10,000,000.0	$ 32,500,000
Variable Interest Entities, Primary Beneficiary
Summary Of Significant Accounting Policies [Line Items]
Cash consideration	$ 35,000,000
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%
Accounts Payable And Book Overdrafts
Summary Of Significant Accounting Policies [Line Items]
Book overdrafts			$ 74,400,000	27,400,000
Other Current Assets
Summary Of Significant Accounting Policies [Line Items]
Self-insurance reserves			6,500,000	7,000,000.0
Other Long-term Assets
Summary Of Significant Accounting Policies [Line Items]
Self-insurance reserves			14,900,000	16,400,000
Other Noncurrent Liabilities
Summary Of Significant Accounting Policies [Line Items]
Asset retirement obligations			$ 5,900,000	$ 6,200,000
Class A Common Stock \| Scooby Aggregator, LP
Summary Of Significant Accounting Policies [Line Items]
Issuance of common stock (in shares) \| shares		25.3
Offering price per share \| $ / shares		$ 24.00
Net proceeds from issuance of common stock		$ 0

Summary of Significant Accounting Policies - Summary of Self-insurance Reserves (Details) - USD ($) $ in Thousands	Feb. 03, 2024	Jan. 28, 2023
Summary Of Significant Accounting Policies [Line Items]
Self-insurance reserves, current	$ 33,699	$ 32,853
Self-insurance reserves, non-current	55,480	52,780
Accrued Salaries and Employee Benefits \| Workers’ Compensation and Employee-related Health Care Benefits
Summary Of Significant Accounting Policies [Line Items]
Self-insurance reserves, current	26,996	27,175
Accrued Expenses And Other Liabilities \| General and Auto Liability Reserves
Summary Of Significant Accounting Policies [Line Items]
Self-insurance reserves, current	6,703	5,678
Other Long-term Liabilities \| Workers’ Compensation and Employee-related Health Care Benefits
Summary Of Significant Accounting Policies [Line Items]
Self-insurance reserves, non-current	39,854	40,336
Other Long-term Liabilities \| General and Auto Liability Reserves
Summary Of Significant Accounting Policies [Line Items]
Self-insurance reserves, non-current	$ 15,626	$ 12,444

Senior Secured Credit Facilities

12 Months Ended

Feb. 03, 2024

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”). In March 2024, the Company amended the ABL Revolving Credit Facility, which now consists of two tranches, to increase its total availability from $500.0 million to $581.0 million and extend the maturity on a portion of this availability. The first tranche has availability of up to $35.0 million, subject to a borrowing base, maturing on March 4, 2026. The second tranche has availability of up to $546.0 million, subject to a borrowing base, maturing on March 29, 2029. Interest on the ABL Revolving Credit Facility is now based on, at the Company's option, either the base rate subject to a 1% floor, or Term SOFR subject to a floor of 0%, plus an applicable margin. All other key terms of the ABL Revolving Credit Facility remained unchanged.

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 February 3, 2024, 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 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 Term SOFR plus the credit spread adjustment recommended by the Alternative Reference Rates Committee ("Adjusted Term SOFR"), subject to a 0.75% floor, payable upon maturity of the SOFR contract, in either case plus the applicable rate. The base rate is the greater of the bank prime rate, federal funds effective rate plus 0.5% or Adjusted Term SOFR plus 1.0%. The applicable rate is 2.25% per annum for a base rate loan or 3.25% per annum for an Adjusted Term SOFR loan. Principal and interest payments commenced on June 30, 2021. Principal payments are normally $4.25 million quarterly.

The Company voluntarily prepaid $35.0 million, $25.0 million and $15.0 million of the First Lien Term Loan using existing cash on hand in March 2023, May 2023, and August 2023, respectively. The repayments were applied to the remaining principal payments in order of scheduled payment date and, as a result, the entire remaining balance was included in senior secured credit facilities, net, excluding current portion in the consolidated balance sheets as of February 3, 2024. The Company accounted for the repayments as partial extinguishments and recognized losses on debt extinguishment of $0.9 million during fiscal 2023.

As of February 3, 2024, the outstanding principal balance of the First Lien Term Loan was $1,595.3 million ($1,578.6 million, net of the unamortized discount and debt issuance costs). As of January 28, 2023, the outstanding principal balance of the First Lien Term Loan was $1,670.3 million ($1,648.9 million, net of the unamortized discount and debt issuance costs). The weighted average interest rate on the borrowings outstanding was 9.0% and 8.2% as of February 3, 2024 and January 28, 2023, respectively. Debt issuance costs are being amortized over the contractual term to interest expense using the effective interest rate in effect at issuance. As of February 3, 2024 and January 28, 2023, the estimated fair value of the First Lien Term Loan was approximately $1,497.6 million and $1,649.4, 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 February 3, 2024 and January 28, 2023, no amounts were outstanding under the ABL Revolving Credit Facility. At February 3, 2024, $446.6 million was available under the ABL Revolving Credit Facility, which is net of $53.4 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 $2.4 million and $3.6 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 February 3, 2024 and January 28, 2023, respectively.

The ABL Revolving Credit Facility had availability up to $500.0 million, which was increased to up to $581.0 million in the March 2024 amendment, 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. Prior to the March 2024 amendment, interest on the ABL Revolving Credit Facility was 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. Following the March 2024 amendment, interest on the ABL Revolving Credit Facility is now based on, at the Company's option, either the base rate subject to a 1% floor, or Term SOFR subject to a floor of 0%, plus an applicable margin. As of February 3, 2024, the applicable margin was equal to 25 basis points in the case of base rate loans and 125 basis points in the case of Adjusted Term SOFR loans.


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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 470
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+ Details