8-K
0001826470false00018264702024-05-222024-05-22

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2024

 

 

Petco Health and Wellness Company, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39878

81-1005932

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

10850 Via Frontera

 

San Diego, California

 

92127

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (858) 453-7845

 

 

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A common stock, par value $0.001 per share

 

WOOF

 

The Nasdaq Stock Market LLC

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

Emerging growth company

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

 


Item 2.02 Results of Operations and Financial Condition.

On May 22, 2024, Petco Health and Wellness Company, Inc. (the “Company”) issued a press release disclosing its financial results for the quarter ended May 4, 2024. The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure.

The Company has scheduled a webcast call at 8:00 a.m. Eastern Time on May 22, 2024 to discuss the Company’s financial results for the quarter ended May 4, 2024. In addition to the press release, an earnings presentation will be made available on the Company’s investor relations page at ir.petco.com. A replay of the webcast will also be made available on the Company’s investor relations page through June 5, 2024 at approximately 5:00 p.m. Eastern Time.

 

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

99.1

Press Release, dated May 22, 2024

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


SIGNATURES

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

 

 

 

Petco Health and Wellness Company, Inc.

 

 

 

 

Date:

May 22, 2024

By:

/s/ Giovanni Insana

 

 

Name:

Title:

Giovanni Insana
Chief Legal Officer and Secretary

 


EX-99.1

 

 

Exhibit 99.1

 

Contacts:

 

Investor Relations

Media Relations

investorrelations@petco.com

Benjamin Thiele-Long

 

benjamin.thiele-long@petco.com

 

FOR IMMEDIATE RELEASE: May 22, 2024

Petco Health + Wellness Company, Inc. Reports First Quarter 2024 Earnings Results

Q1 2024 Overview

Net revenue of $1.5 billion decreased 1.7 percent year over year
Comparable sales declined 1.2 percent year over year and increased 4.1 percent on a two-year basis
GAAP net loss of $46.5 million, or $(0.17) per share, compared to GAAP net loss of $1.9 million, or $(0.01) per share in the prior year
Adjusted Net Income1 of $(11.8) million, or $(0.04) per share, compared to $14.9 million, or $0.06 per share in the prior year
Adjusted EBITDA1 of $75.6 million compared to $111.0 million in the prior year
Operating Cash Flow of $(8.4) million compared to $37.7 million in the prior year
Free Cash Flow 1 of $(41.1) million compared to $(24.4) million in the prior year

San Diego, May 22, 2024 – Petco Health and Wellness Company, Inc. (Nasdaq: WOOF), a complete partner in pet health and wellness, today announced its first quarter 2024 financial results.

In the first quarter of 2024, Petco delivered net revenue of $1.5 billion, down 1.7 percent versus prior year. On an as-reported basis, the company’s consumables business was up 0.1 percent versus prior year, and services and other business was up 4.2 percent versus prior year. Growth in the company's consumables and services and other business was offset by the company’s supplies and companion animal business, down 6.8 percent versus prior year. GAAP net loss in the first quarter of 2024 was $46.5 million or $(0.17) per share, compared to GAAP net loss of $1.9 million or $(0.01) per share in the prior year. Adjusted Net Income1 was $(11.8) million or $(0.04) per share, compared to $14.9 million or $0.06 per share in the prior year. Adjusted EBITDA1 was $75.6 million compared to $111.0 million in the prior year.

“In Q1 we made meaningful progress against our strategy to reposition the business for sustainable and profitable growth,” said Mike Mohan, Petco’s Interim Chief Executive Officer. “The underlying value proposition of this iconic and trusted brand remains strong, and I’m confident that a renewed focus on retail fundamentals and effective delivery of cost transformation will restore profitability and amplify the competitive advantages of our differentiated approach within the pet category.”

(1)
Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share (“Adjusted EPS”), and Free Cash Flow are non-GAAP financial measures. See “Non-GAAP Financial Measures” for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measures.

1


 

 

Fiscal Q2 2024 Outlook

The company is providing Q2 guidance for revenue, Adjusted EBITDA, and Adjusted EPS, in addition to reaffirming full year interest, share count, and capital expenditure expectations.

For Fiscal Q2 2024, the company expects:

 

Metric*

FQ2 2024

Guidance

Net Revenue

~ $1.525 billion

Adjusted EBITDA

~ $80 million

Adjusted EPS

~ $(0.02)

 

For Fiscal 2024 (a 52-week year), the company expects:

 

Metric*

2024

Guidance, YoY

Net interest expense

~$145 million

Capital Expenditures

~$140 million

 

*Assumptions in the guidance include that economic conditions, currency rates and the tax and regulatory landscape remain generally consistent. For fiscal 2024, our guidance anticipates a 26 percent tax rate, and 272 million weighted average diluted share count. Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures and have not been reconciled to the most comparable GAAP outlook because it is not possible to do so without unreasonable efforts due to the uncertainty and potential variability of reconciling items, which are dependent on future events and often outside of management’s control and which could be significant. Because such items cannot be reasonably predicted with the level of precision required, we are unable to provide outlook for the comparable GAAP measures. Forward-looking estimates of Adjusted EBITDA and Adjusted EPS are made in a manner consistent with the relevant definitions and assumptions noted herein and in our filings with the Securities and Exchange Commission.

Earnings Conference Call Webcast Information:

Management will host an earnings conference call on May 22, 2024 at 8:00 AM Eastern Time to discuss the company’s financial results. The conference call will be accessible through a live webcast. Interested investors and other individuals can access the webcast, earnings release, and earnings presentation via the company’s investor relations page at ir.petco.com. A replay of the webcast will be archived on the company’s investor relations page through June 5, 2024 until approximately 5:00 PM Eastern Time.

About Petco, The Health + Wellness Co.:

Founded in 1965, Petco is a category-defining health and wellness company focused on improving the lives of pets, pet parents and our own Petco partners. We’ve consistently set new standards in pet care while delivering comprehensive pet wellness products, services and solutions, and creating communities that deepen the pet-pet parent bond. We operate more than 1,500 pet care centers across the U.S., Mexico and Puerto Rico, which offer merchandise, companion animals, grooming, training and a growing network of on-site veterinary hospitals and mobile veterinary clinics. Our complete pet health and wellness ecosystem is accessible through our pet care centers and digitally at petco.com and on the Petco app. In tandem with Petco Love, a life-changing organization, we work with and support thousands of local animal welfare groups across the country and, through in-store adoption events, we’ve helped find homes for nearly 7 million animals.

2


 

 

Forward-Looking Statements:

This earnings release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not statements of historical fact, including, but not limited to, statements regarding our Q2 2024 guidance, operational reset of our business, our competitive positioning, profitability, cost action plans and associated cost-savings. Such forward-looking statements can generally be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “intends,” “will,” “shall,” “should,” “anticipates,” “opportunity,” “illustrative,” or the negative thereof or other variations thereon or comparable terminology. Although Petco believes that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct or that any forward-looking results will occur or be realized. Nothing contained in this earnings release is, or should be relied upon as, a promise or representation or warranty as to any future matter, including any matter in respect of the operations or business or financial condition of Petco. All forward-looking statements are based on current expectations and assumptions about future events that may or may not be correct or necessarily take place and that are by their nature subject to significant uncertainties and contingencies, many of which are outside the control of Petco. Forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause actual results or events to differ materially from the potential results or events discussed in the forward-looking statements, including, without limitation, those identified in this earnings release as well as the following: (i) increased competition (including from multi-channel retailers and e-Commerce providers); (ii) reduced consumer demand for our products and/or services; (iii) our reliance on key vendors; (iv) our ability to attract and retain qualified employees; (v) risks arising from statutory, regulatory and/or legal developments; (vi) macroeconomic pressures in the markets in which we operate, including inflation and prevailing interest rates; (vii) failure to effectively manage our costs; (viii) our reliance on our information technology systems; (ix) our ability to prevent or effectively respond to a data privacy or security breach; (x) our ability to effectively manage or integrate strategic ventures, alliances or acquisitions and realize the anticipated benefits of such transactions; (xi) economic or regulatory developments that might affect our ability to provide attractive promotional financing; (xii) business interruptions and other supply chain issues; (xiii) catastrophic events, political tensions, conflicts and wars (such as the ongoing conflicts in Ukraine and the Middle East), health crises, and pandemics; (xiv) our ability to maintain positive brand perception and recognition; (xv) product safety and quality concerns; (xvi) changes to labor or employment laws or regulations; (xvii) our ability to effectively manage our real estate portfolio; (xviii) constraints in the capital markets or our vendor credit terms; (xix) changes in our credit ratings; (xx) impairments of the carrying value of our goodwill and other intangible assets; (xxi) our ability to successfully implement our operational adjustments, achieve the expected benefits of our cost action plans and drive improved profitability; and (xxii) the other risks, uncertainties and other factors identified under “Risk Factors” and elsewhere in Petco’s Securities and Exchange Commission filings. The occurrence of any such factors could significantly alter the results set forth in these statements.

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

3


 

 

PETCO HEALTH AND WELLNESS COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited and subject to reclassification)

 

 

 

13 Weeks Ended

 

 

 

May 4,
2024

 

 

April 29,
2023

 

 

Percent
Change

 

Net sales:

 

 

 

 

 

 

 

 

 

Products

 

$

1,279,731

 

 

$

1,316,596

 

 

 

(3

%)

Services and other

 

 

249,409

 

 

 

239,312

 

 

 

4

%

Total net sales

 

 

1,529,140

 

 

 

1,555,908

 

 

 

(2

%)

Cost of sales:

 

 

 

 

 

 

 

 

 

Products

 

 

792,722

 

 

 

805,759

 

 

 

(2

%)

Services and other

 

 

157,758

 

 

 

145,667

 

 

 

8

%

Total cost of sales

 

 

950,480

 

 

 

951,426

 

 

 

(0

%)

Gross profit

 

 

578,660

 

 

 

604,482

 

 

 

(4

%)

Selling, general and administrative expenses

 

 

595,442

 

 

 

576,865

 

 

 

3

%

Goodwill impairment

 

 

 

 

 

 

 

N/M

 

Operating (loss) income

 

 

(16,782

)

 

 

27,617

 

 

N/M

 

Interest income

 

 

(418

)

 

 

(1,177

)

 

 

(64

%)

Interest expense

 

 

36,817

 

 

 

37,202

 

 

 

(1

%)

Loss on partial extinguishment of debt

 

 

 

 

 

441

 

 

 

(100

%)

Other non-operating loss (income)

 

 

2,665

 

 

 

(2,819

)

 

N/M

 

Loss before income taxes and income from
   equity method investees

 

 

(55,846

)

 

 

(6,030

)

 

 

826

%

Income tax benefit

 

 

(4,477

)

 

 

(1,008

)

 

 

344

%

Income from equity method investees

 

 

(4,886

)

 

 

(3,130

)

 

 

56

%

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

 

$

(46,483

)

 

$

(1,892

)

 

 

2,357

%

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.17

)

 

$

(0.01

)

 

 

2,327

%

Diluted

 

$

(0.17

)

 

$

(0.01

)

 

 

2,327

%

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Basic

 

 

269,768

 

 

 

266,485

 

 

 

1

%

Diluted

 

 

269,768

 

 

 

266,485

 

 

 

1

%

 

4


 

 

PETCO HEALTH AND WELLNESS COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(Unaudited and subject to reclassification)

 

 

 

May 4,
2024

 

 

February 3,
2024

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

89,717

 

 

$

125,428

 

Receivables, less allowance for credit losses1

 

 

42,081

 

 

 

44,369

 

Merchandise inventories, net

 

 

681,020

 

 

 

684,502

 

Prepaid expenses

 

 

64,983

 

 

 

58,615

 

Other current assets

 

 

26,254

 

 

 

38,830

 

Total current assets

 

 

904,055

 

 

 

951,744

 

Fixed assets

 

 

2,177,472

 

 

 

2,173,015

 

Less accumulated depreciation

 

 

(1,398,944

)

 

 

(1,356,648

)

Fixed assets, net

 

 

778,528

 

 

 

816,367

 

Operating lease right-of-use assets

 

 

1,357,576

 

 

 

1,384,050

 

Goodwill

 

 

980,064

 

 

 

980,297

 

Trade name

 

 

1,025,000

 

 

 

1,025,000

 

Other long-term assets

 

 

213,819

 

 

 

205,694

 

Total assets

 

$

5,259,042

 

 

$

5,363,152

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable and book overdrafts

 

$

464,524

 

 

$

485,131

 

Accrued salaries and employee benefits

 

 

95,027

 

 

 

101,265

 

Accrued expenses and other liabilities

 

 

198,219

 

 

 

200,278

 

Current portion of operating lease liabilities

 

 

307,989

 

 

 

310,507

 

Current portion of long-term debt and other lease liabilities

 

 

3,680

 

 

 

15,962

 

Total current liabilities

 

 

1,069,439

 

 

 

1,113,143

 

Senior secured credit facilities, net, excluding current portion

 

 

1,574,486

 

 

 

1,576,223

 

Operating lease liabilities, excluding current portion

 

 

1,093,136

 

 

 

1,116,615

 

Deferred taxes, net

 

 

240,653

 

 

 

251,629

 

Other long-term liabilities

 

 

119,019

 

 

 

121,113

 

Total liabilities

 

 

4,096,733

 

 

 

4,178,723

 

Commitments and contingencies

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

Class A common stock2

 

 

233

 

 

 

231

 

Class B-1 common stock3

 

 

38

 

 

 

38

 

Class B-2 common stock4

 

 

 

 

 

 

Preferred stock5

 

 

 

 

 

 

Additional paid-in-capital

 

 

2,246,756

 

 

 

2,229,582

 

Accumulated deficit

 

 

(1,093,726

)

 

 

(1,047,243

)

Accumulated other comprehensive income

 

 

9,008

 

 

 

1,821

 

Total stockholders’ equity

 

 

1,162,309

 

 

 

1,184,429

 

Total liabilities and stockholders’ equity

 

$

5,259,042

 

 

$

5,363,152

 

 

(1)
Allowances for credit losses are $1,821 and $1,806, respectively
(2)
Class A common stock, $0.001 par value: Authorized - 1.0 billion shares; Issued and outstanding - 233.0 million and 231.2 million shares, respectively
(3)
Class B-1 common stock, $0.001 par value: Authorized - 75.0 million shares; Issued and outstanding - 37.8 million shares
(4)
Class B-2 common stock, $0.000001 par value: Authorized - 75.0 million shares; Issued and outstanding - 37.8 million shares
(5)
Preferred stock, $0.001 par value: Authorized - 25.0 million shares; Issued and outstanding - none

5


 

 

PETCO HEALTH AND WELLNESS COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited and subject to reclassification)

 

 

 

13 Weeks Ended

 

 

 

May 4,
2024

 

 

April 29,
2023

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(46,483

)

 

$

(1,892

)

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

 

 

 

 

 

 

Depreciation and amortization

 

 

49,587

 

 

 

49,255

 

Amortization of debt discounts and issuance costs

 

 

1,218

 

 

 

1,238

 

Provision for deferred taxes

 

 

(13,365

)

 

 

(5,530

)

Equity-based compensation

 

 

17,434

 

 

 

22,129

 

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

 

 

3,508

 

 

 

4

 

Loss on partial extinguishment of debt

 

 

 

 

 

441

 

Income from equity method investees

 

 

(4,886

)

 

 

(3,130

)

Amounts reclassified out of accumulated other comprehensive loss

 

 

(1,129

)

 

 

575

 

Goodwill impairment

 

 

 

 

 

 

Non-cash operating lease costs

 

 

103,637

 

 

 

106,316

 

Other non-operating loss (income)

 

 

2,665

 

 

 

(2,819

)

Changes in assets and liabilities:

 

 

 

 

 

 

Receivables

 

 

2,987

 

 

 

4,165

 

Merchandise inventories

 

 

3,076

 

 

 

(15,508

)

Prepaid expenses and other assets

 

 

(4,511

)

 

 

(12,115

)

Accounts payable and book overdrafts

 

 

(19,538

)

 

 

12,582

 

Accrued salaries and employee benefits

 

 

(5,474

)

 

 

18,982

 

Accrued expenses and other liabilities

 

 

5,902

 

 

 

(8,736

)

Operating lease liabilities

 

 

(104,181

)

 

 

(130,297

)

Other long-term liabilities

 

 

1,139

 

 

 

1,991

 

Net cash (used in) provided by operating activities

 

 

(8,414

)

 

 

37,651

 

Cash flows from investing activities:

 

 

 

 

 

 

Cash paid for fixed assets

 

 

(32,641

)

 

 

(62,050

)

Cash paid for acquisitions, net of cash acquired

 

 

(100

)

 

 

(725

)

Proceeds from investments

 

 

998

 

 

 

 

Net cash used in investing activities

 

 

(31,743

)

 

 

(62,775

)

Cash flows from financing activities:

 

 

 

 

 

 

Borrowings under long-term debt agreements

 

 

173,000

 

 

 

 

Repayments of long-term debt

 

 

(173,000

)

 

 

(35,000

)

Debt refinancing costs

 

 

(2,955

)

 

 

 

Payments for finance lease liabilities

 

 

(1,444

)

 

 

(1,250

)

Proceeds from employee stock purchase plan and stock option exercises

 

 

830

 

 

 

1,378

 

Tax withholdings on stock-based awards

 

 

(2,059

)

 

 

(2,210

)

Net cash used in financing activities

 

 

(5,628

)

 

 

(37,082

)

 

 

 

 

 

 

Net decrease in cash, cash equivalents and restricted cash

 

 

(45,785

)

 

 

(62,206

)

Cash, cash equivalents and restricted cash at beginning of period

 

 

136,649

 

 

 

213,727

 

Cash, cash equivalents and restricted cash at end of period

 

$

90,864

 

 

$

151,521

 

 

6


 

 

NON-GAAP FINANCIAL MEASURES

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

The tables below reflect the calculation of Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS, as applicable, for the thirteen weeks ended May 4, 2024 compared to the thirteen weeks ended April 29, 2023, respectively.

Adjusted EBITDA and Trailing Twelve Month Adjusted EBITDA

Adjusted EBITDA, including Trailing Twelve Month Adjusted EBITDA, is considered a non-GAAP financial measure under the Securities and Exchange Commission’s (SEC) rules because it excludes certain amounts included in net income calculated in accordance with GAAP. Management believes that Adjusted EBITDA is a meaningful measure to share with investors because it facilitates comparison of the current period performance with that of the comparable prior period. In addition, Adjusted EBITDA affords investors a view of what management considers to be Petco’s core operating performance as well as the ability to make a more informed assessment of such operating performance as compared with that of the prior period. Please see the company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2024 filed with the SEC on April 3, 2024 for additional information on Adjusted EBITDA.

 

(dollars in thousands)

 

13 Weeks Ended

 

Reconciliation of Net Loss Attributable to Class A and B-1
   Common Stockholders to Adjusted EBITDA

 

May 4,
2024

 

 

April 29,
2023

 

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

 

$

(46,483

)

 

$

(1,892

)

Add (deduct):

 

 

 

 

 

 

Interest expense, net

 

 

36,399

 

 

 

36,025

 

Income tax benefit

 

 

(4,477

)

 

 

(1,008

)

Depreciation and amortization

 

 

49,587

 

 

 

49,255

 

Income from equity method investees

 

 

(4,886

)

 

 

(3,130

)

Loss on partial extinguishment of debt

 

 

 

 

 

441

 

Goodwill impairment

 

 

 

 

 

 

Asset impairments and write offs

 

 

3,508

 

 

 

4

 

Equity-based compensation

 

 

17,434

 

 

 

22,129

 

Other non-operating loss (income)

 

 

2,665

 

 

 

(2,819

)

Mexico joint venture EBITDA (1)

 

 

10,496

 

 

 

8,734

 

Acquisition and divestiture-related costs (2)

 

 

3,719

 

 

 

 

Other costs (3)

 

 

7,682

 

 

 

3,287

 

Adjusted EBITDA

 

$

75,644

 

 

$

111,026

 

Net sales

 

$

1,529,140

 

 

$

1,555,908

 

Net margin (4)

 

 

(3.0

%)

 

 

(0.1

%)

Adjusted EBITDA Margin

 

 

4.9

%

 

 

7.1

%

 

7


 

 

(dollars in thousands)

 

Trailing Twelve Months

 

Reconciliation of Net (Loss) Income Attributable to Class A and B-1
   Common Stockholders to Adjusted EBITDA

 

May 4,
2024

 

 

February 3,
2024

 

 

April 29,
2023

 

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

 

$

(1,324,801

)

 

$

(1,280,210

)

 

$

64,216

 

Add (deduct):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

147,878

 

 

 

147,504

 

 

 

117,022

 

Income tax (benefit) expense

 

 

(31,082

)

 

 

(27,613

)

 

 

24,339

 

Depreciation and amortization

 

 

201,114

 

 

 

200,782

 

 

 

196,116

 

Income from equity method investees

 

 

(17,944

)

 

 

(16,188

)

 

 

(12,943

)

Loss on partial extinguishment of debt

 

 

479

 

 

 

920

 

 

 

441

 

Goodwill impairment

 

 

1,222,524

 

 

 

1,222,524

 

 

 

 

Asset impairments and write offs

 

 

6,337

 

 

 

2,833

 

 

 

1,834

 

Equity-based compensation

 

 

77,164

 

 

 

81,859

 

 

 

70,691

 

Other non-operating loss (income)

 

 

757

 

 

 

(4,727

)

 

 

10,162

 

Mexico joint venture EBITDA (1)

 

 

39,988

 

 

 

38,226

 

 

 

31,540

 

Acquisition and divestiture-related costs (2)

 

 

3,719

 

 

 

 

 

 

13,078

 

Other costs (3)

 

 

39,588

 

 

 

35,193

 

 

 

6,104

 

Adjusted EBITDA

 

$

365,721

 

 

$

401,103

 

 

$

522,600

 

Net sales

 

$

6,228,516

 

 

$

6,255,284

 

 

$

6,115,884

 

Net margin (4)

 

 

(21.3

%)

 

 

(20.5

%)

 

 

1.0

%

Adjusted EBITDA Margin

 

 

5.9

%

 

 

6.4

%

 

 

8.5

%

 

Adjusted Net Income and Adjusted EPS

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

 

(in thousands, except per share amounts)

 

13 Weeks Ended

 

Reconciliation of Diluted EPS to Adjusted EPS

 

May 4, 2024

 

 

April 29, 2023

 

 

Amount

 

 

Per share

 

 

Amount

 

 

Per share

 

Net loss attributable to common stockholders / diluted EPS

 

$

(46,483

)

 

$

(0.17

)

 

$

(1,892

)

 

$

(0.01

)

Add (deduct):

 

 

 

 

 

 

 

 

 

 

 

 

Income tax benefit

 

 

(4,477

)

 

 

(0.02

)

 

 

(1,008

)

 

 

(0.01

)

Loss on partial extinguishment of debt

 

 

 

 

 

 

 

 

441

 

 

 

0.00

 

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

 

 

Asset impairments and write offs

 

 

3,508

 

 

 

0.01

 

 

 

4

 

 

 

0.00

 

Equity-based compensation

 

 

17,434

 

 

 

0.07

 

 

 

22,129

 

 

 

0.10

 

Other non-operating loss (income)

 

 

2,665

 

 

 

0.01

 

 

 

(2,819

)

 

 

(0.01

)

Acquisition and divestiture-related costs (2)

 

 

3,719

 

 

 

0.01

 

 

 

 

 

 

 

Other costs (3)

 

 

7,682

 

 

 

0.03

 

 

 

3,287

 

 

 

0.01

 

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

 

$

(15,952

)

 

$

(0.06

)

 

$

20,142

 

 

$

0.08

 

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

 

 

(4,148

)

 

 

(0.02

)

 

 

5,237

 

 

 

0.02

 

Adjusted Net (Loss) Income / Adjusted EPS

 

$

(11,804

)

 

$

(0.04

)

 

$

14,905

 

 

$

0.06

 

 

8


 

 

Free Cash Flow

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

The table below reflects the calculation of Free Cash Flow for the thirteen weeks ended May 4, 2024 compared to the thirteen weeks ended April 29, 2023, respectively.

 

(in thousands)

 

13 Weeks Ended

 

 

 

May 4,
2024

 

 

April 29,
2023

 

Net cash (used in) provided by operating activities

 

$

(8,414

)

 

$

37,651

 

Cash paid for fixed assets

 

 

(32,641

)

 

 

(62,050

)

Free Cash Flow

 

$

(41,055

)

 

$

(24,399

)

 

Non-GAAP Financial Measures Footnotes

 

(1)
Mexico Joint Venture EBITDA represents 50 percent of the entity’s operating results for all periods, as adjusted to reflect the results on a basis comparable to Adjusted EBITDA. In the financial statements, this joint venture is accounted for as an equity method investment and reported net of depreciation and income taxes because such a presentation would not reflect the adjustments made in the calculation of Adjusted EBITDA, we include the 50 percent interest in the company’s Mexico joint venture on an Adjusted EBITDA basis to ensure consistency. The table below presents a reconciliation of Mexico joint venture net income to Mexico joint venture EBITDA.

 

 

 

13 Weeks Ended

 

(in thousands)

 

May 4,
2024

 

 

April 29,
2023

 

Net income

 

$

9,555

 

 

$

6,259

 

Depreciation

 

 

6,948

 

 

 

5,708

 

Income tax expense

 

 

3,456

 

 

 

4,074

 

Foreign currency loss

 

 

479

 

 

 

127

 

Interest expense, net

 

 

553

 

 

 

1,300

 

EBITDA

 

$

20,991

 

 

$

17,468

 

50% of EBITDA

 

$

10,496

 

 

$

8,734

 

 

(2)
Acquisition and divestiture-related costs include direct costs resulting from acquiring, integrating, or divesting businesses. These include third-party professional and legal fees, losses on sales of divestitures, and other integration-related costs that would not have otherwise been incurred as part of the company’s operations.
(3)
Other costs include, as incurred: restructuring costs and restructuring-related severance costs; legal reserves associated with significant, non-ordinary course legal or regulatory matters; and costs related to certain significant strategic transactions.
(4)
We define net margin as net income attributable to Class A and B-1 common stockholders divided by net sales and Adjusted EBITDA margin as Adjusted EBITDA divided by net sales.

9