# Petco Health & Wellness Company, Inc. (WOOF) FY 2022 MD&A

Verbatim Item 7 Management's Discussion and Analysis from Petco Health & Wellness Company, Inc.'s 10-K for fiscal year 2022.

SEC filing source: https://www.sec.gov/Archives/edgar/data/1826470/000156459022011685/woof-10k_20220129.htm
Accession: 0001564590-22-011685
Filing date: 2022-03-24
Report date: 2022-01-29
Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high

Company profile: /company/WOOF/
All MD&A years: /company/WOOF/mda/
Next year: /company/WOOF/mda/fy2023/ (FY 2023)

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the accompanying notes included elsewhere in this Annual Report on Form 10-K. The discussion and analysis below contain certain forward-looking statements about our business and operations that are subject to the risks, uncertainties, and other factors described in the section entitled “Risk Factors,” included in Part I, Item 1A, and elsewhere in this Annual Report on Form 10-K. These risks, uncertainties, and other factors could cause our actual results to differ materially from those expressed in, or implied by, the forward-looking statements. The risks described in documents we file from time to time with the U.S. Securities and Exchange Commission (the “SEC”), including the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in this Annual Report on Form 10-K, should be carefully reviewed.

Overview

Petco Health and Wellness Company, Inc. (“Petco”, the “Company”, “we”, “our” and “us”) is a category-defining health and wellness company focused on improving the lives of pets, pet parents, and our own partners. Since our founding in 1965, we have been striving to set new standards in pet care, delivering comprehensive wellness solutions through our products and services, and creating communities that deepen the pet-pet parent bond.  In recent years, our world-class leadership team and our dedicated and passionate partners have transformed our business from a successful yet traditional retailer to a disruptive, fully integrated, omnichannel provider of holistic pet health and wellness offerings, including premium products, services, and veterinary care. We operate more than 1,500 Petco locations across the U.S., Mexico, and Puerto Rico, including a growing network of nearly 200 in-store veterinary hospitals, and offer a complete online resource for pet health and wellness at petco.com and on the Petco app.

Our multichannel, go-to-market strategy integrates our strong digital assets with our nationwide physical footprint to meet the needs of pet parents who are looking for a single source for all their pet’s needs. Our e-commerce site and personalized mobile app serve as hubs for pet parents to manage their pets’ health, wellness, and merchandise needs, while enabling them to shop wherever, whenever, and however they want. By leveraging our extensive physical network of 1,433 pet care centers across the U.S. and Puerto Rico, we are able to offer our comprehensive product and service offering in a localized manner with a meaningful last-mile advantage over much of our competition.

We strive to be a truly unique company, one that is saving and improving millions of pet lives and tangibly improving the lives of pet parents and the partners who work for us, while at the same time executing our differentiated strategy with excellence. In tandem with Petco Love (formerly the Petco Foundation), an independent nonprofit organization, we work with and support thousands of local animal welfare groups across the country and, through in-store adoption events, we have helped find homes for more than 6.5 million animals.

Through our multi-channel platform, we provide a comprehensive offering of differentiated products and services that fulfill the needs of pet parents and their pets. Our product offering leverages a broad, carefully curated assortment of owned brand and exclusive merchandise and partnerships with premium third-party brands to provide customers with high quality nutrition without artificial ingredients, complemented by a wide variety of premium pet care supplies and companion animals. While we offer pet parents a full spectrum of product choices within our high standards of nutrition and quality, our assortment is differentially weighted towards premium products to address the needs of the growing number of health-conscious pet parents. We integrate this differentiated product offering with our services business in order to build on the foundation of treating the whole pet, including their physical, mental and social well-being. Our service offering includes a broad suite of pet health services, including veterinary care, grooming and training. This offering is further enhanced by a rapidly expanding, high quality, accessible, comprehensive veterinary care platform, which includes full-service veterinary hospitals, Vetco mobile clinics, and tele-health services.  The full value of our health and wellness ecosystem is realized for customers through our Vital Care membership program.  From the nutrition and supplies pets need each day, to the services that keep them at optimal heath, Vital Care makes it easier and more affordable for pet parents to care for their pet’s health all in one place.  We are increasingly linking our offerings with membership programs such as Vital Care and pet health insurance that create deeper engagement with our customers, and with our Pals Rewards loyalty program members specifically, which members accounted for over 80% of transactions in fiscal 2021.   In addition to providing differentiated products and services, our over 24,000 knowledgeable, passionate partners provide important high-quality advice to our customers in our pet care centers.

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.

How We Assess the Performance of Our Business

In assessing our performance, we consider a variety of performance and financial measures including the following:

Comparable Sales

Comparable sales is an important measure throughout the retail industry and includes both retail and digital sales of products and services. A new location or digital site is included in comparable sales beginning on the first day of the fiscal month following 12 full fiscal months of operation and is subsequently compared to like time periods from the previous year. Relocated pet care centers become comparable pet care centers on the first day of operation if the original pet care center was open longer than 12 full fiscal months. If, during the period presented, a pet care center was closed, sales from that pet care center are included up to the first day of the month of closing. There may be variations in the way in which some of our competitors and other retailers calculate comparable sales. As a result, data in this filing regarding our comparable sales may not be comparable to similar data made available by other retailers.

Comparable sales allow us to evaluate how our overall ecosystem is performing by measuring the change in period-over-period net sales from locations and digital sites that have been open for the applicable period. We intend to improve comparable sales by continuing initiatives aimed to increase customer retention, frequency of visits, and basket size. General macroeconomic and retail business trends are also a key driver of changes in comparable sales.

Non-GAAP Financial Measures

Management and our board of directors review, in addition to GAAP (as defined herein) measures, certain non-GAAP financial measures, including Adjusted EBITDA, Free Cash Flow, and Net Debt, to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.  Further explanations of these non-GAAP measures, along with reconciliations to their most comparable GAAP measures, are presented below under “Reconciliation of Non-GAAP Financial Measures to GAAP Measures.”  

Factors Affecting Our Business

We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section titled “Risk Factors” included in Part I, Item 1A of this Annual Report on Form 10-K.

Pet Industry Trends

The U.S. pet care industry is large and growing, serving millions of households with pets, and represented a total addressable market of $119 billion in 2021. Since 2008, the industry has exhibited steady growth driven by an increase in the underlying pet population coupled with strong tailwinds associated with pet humanization. Due to the essential, repeat nature of pet care, the industry has demonstrated resilience across economic cycles, as evidenced by the strong industry performance during the Great Recession from 2008 to 2010.  In addition, as a result of the COVID-19 pandemic, the industry experienced a significant increase in household pets and therefore demand, which is expected to be a tailwind for years to come. In fiscal 2020 and fiscal 2021, U.S. households welcomed millions of incremental new pets into their homes that will need to be fed, groomed, vaccinated, and treated during their lives.

Customer Pet Purchase Trends

Our multi-channel integrated ecosystem is designed to support our customers regardless of how customers choose to shop for their pet care needs.  As we saw the major purchase trend shift and growth into areas like e-commerce, services, and veterinary care, we actively invested to build capabilities and offerings to effectively capitalize on the opportunity. Our business will be impacted by our ability to continue to understand and react to changing customer purchase trends

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Customer Acquisition, Retention, and Spend

Our business is impacted by our ability to successfully attract new customers to any one of our channels, build their loyalty to encourage return visits, and expand their spend with Petco across multiple purchase channels (e.g., pet care centers, e-commerce, and services) and categories (e.g., pet food, supplies, and companion animal). This is the primary focus of all our customer engagement efforts from digital, to performance marketing campaigns, to new product introductions, and to Petco partner cross- and up-selling activities in pet care centers. The ability to convert more of our customers to loyal, multi-channel shoppers will positively affect business performance. As pet care demand continues to grow, we believe we are well-positioned to capture an outsized portion of the growing market as a fully-integrated, comprehensive pet care provider.

Innovation and Transformation

Our operating results reflect significant investments made to support innovation and business transformation strategies. These investments include: digital and e-commerce integration and expansion; enhanced supply chain capacity; data analytical capabilities; veterinary services; marketing and advertising; and our owned brands. We also have developed advanced sales reporting that provides our pet care center General Managers and field leadership teams with data to track performance across multiple dimensions, identify opportunities, and execute strategies to drive incremental sales.

Specifically, some of these investments have included:

[[GREPCENT_TABLE]]
[["","\u2022","Approximately $221.5 million of capital investments in fiscal 2021 and fiscal 2020 in our new and existing pet care center locations, including the build-out of over 116 veterinary hospitals."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u2022","Approximately $125.6 million of capital investments in fiscal 2021 and fiscal 2020 related to digital and information technology, specifically the development of integration capabilities with our pet care center locations, our Petco App, and the development and deployment of data analytical and reporting capabilities."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u2022","Approximately $51.6 million of capital investments in fiscal 2021 and fiscal 2020 related to supply chain enhancements and expansion including capital spend on a new distribution center in fiscal 2021."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u2022","A $59.5 million increase in advertising in fiscal 2021 compared to fiscal 2020 to further adapt our advertising footprint to support the acceleration of our e-commerce and digital sales growth."]]
[[/GREPCENT_TABLE]]

While these investments provided a key foundation and drive increased sales, ongoing performance of the business will depend on our ability to leverage our existing distribution network and pet care center locations for product delivery and fulfillment, including BOPUS, curbside pick-up, and same day delivery, and build upon and enhance these efforts.

Gross Margin and Expense Management

Our operating results are impacted by our ability to convert revenue growth into higher gross margin and operating margin. The sales mix related to consumables, supplies, and services, with services typically having lower gross margins (though attractive operating margins), as well as customer shopping preferences, impacts our gross margin results. We focus gross margin and expense management on achieving a balance between ensuring adequate resource spend to grow sales with attention to driving increased profitability. The business has successfully implemented cost optimization initiatives in the past and will continue to find opportunities to enhance profit margins and operate more efficiently in the future.

Talent and Culture

We see our Petco partners as the core to building a purpose-driven performance culture. Our business results rely on our ability to continually: add talented partners, specifically in our scaling business areas like e-commerce, veterinary care, and grooming and training services; provide the best tools, partner training, and competitive compensation to deliver higher sales and better customer experiences; and engender a positive, collaborative, and respectful working environment. Our partners represent the strength of our brand every day and are key to our ongoing growth.

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Impact of the COVID-19 Pandemic on Our Business

The COVID-19 pandemic has impacted every aspect of the economy. As an essential retailer, all of our pet care centers remained open, some with limited or suspended services, as we are the grocery store, pharmacy, and doctor’s office for many of our nation’s pets. Market data indicates that with more of the working population staying home, there has been an increase in pet ownership and the percentage of disposable income spent on home-related goods and services, including pet care, relative to pre-pandemic levels. Overall, this macroeconomic trend has continued to favorably impact our business results to date with millions of additional new pets that need to be fed, groomed and vaccinated for years to come, but the possible continued spread of COVID-19, and any government response thereto, increases the uncertainty regarding potential economic conditions that could impact our business in the future.

We cannot predict the duration or ultimate severity of COVID-19 or its ultimate long-term impact on the broader economy or our operations and liquidity. Please refer to the risk factors in Part I, Item 1A of this Annual Report on Form 10-K.  

Significant Components of Results of Operations

Net Sales

Our net sales comprise gross sales of products and services, net of sales tax and certain discounts and promotions offered to our customers, including those offered under our customer loyalty programs. Net sales are driven by comparable sales, new pet center locations, and expanded offerings.

Cost of Sales and Gross Profit

Gross profit is equal to our net sales minus our cost of sales. Gross profit rate measures gross profit as a percentage of net sales.

Our cost of sales includes the following types of expenses:

[[GREPCENT_TABLE]]
[["","\u2022","direct costs (net of vendor rebates, allowances, and discounts for products sold) including inbound freight charges;"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u2022","shipping and handling costs associated with sales to customers;"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u2022","freight costs associated with moving merchandise inventories;"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u2022","inventory shrinkage costs and write-downs;"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u2022","payroll costs of pet groomers, trainers, veterinarians, and other direct costs of services; and"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u2022","costs associated with operating our distribution centers including payroll, occupancy costs and depreciation."]]
[[/GREPCENT_TABLE]]

Our digital gross profit rate tends to be lower than the gross profit rate from sales in our pet care centers due to incremental costs associated with shipping and other expenses of delivery to customers. In addition, our gross profit rate tends to be lower for services than for products.

Selling, General, and Administrative Expense

The following types of expenses are included in our selling, general, and administrative costs (“SG&A”):

[[GREPCENT_TABLE]]
[["","\u2022","payroll and benefit costs of pet care center employees and corporate employees;"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u2022","occupancy and operating costs of pet care centers and corporate facilities;"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u2022","depreciation and amortization related to pet care centers and corporate assets;"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u2022","credit card fees;"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u2022","store pre-opening and remodeling costs;"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u2022","advertising costs; and"]]
[[/GREPCENT_TABLE]]

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[[GREPCENT_TABLE]]
[["","\u2022","other selling and administrative costs."]]
[[/GREPCENT_TABLE]]

SG&A includes both fixed and variable costs and therefore is not directly correlated with net sales.

Goodwill and Indefinite-Lived Intangible Impairment

In connection with the fiscal 2015 acquisition by our Sponsors, we recorded goodwill of approximately $3.0 billion and an indefinite-lived trade name asset of $1.1 billion. We evaluate these assets for impairment annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Please read the discussion of these assets under “Critical Accounting Policies and Estimates.”

Interest Expense

Our interest expense in fiscal 2019, fiscal 2020, and a portion of fiscal 2021 was primarily associated with a term loan facility, a revolving credit facility, the Floating Rate Senior Notes (as defined herein), the 3.00% Senior Notes (as defined herein), and interest rate caps. In January 2021, the Floating Rate Senior Notes and the 3.00% Senior Notes were exchanged, canceled, and/or redeemed in connection with the initial public offering, and our interest rate caps were settled in accordance with their contractual terms. On March 4, 2021, we borrowed $1,700.0 million under a new first lien term loan facility, repaid all outstanding principal and interest on the existing term loan facility, and replaced our existing revolving credit facility with a new revolving credit facility. Please read the discussion under “Liquidity and Capital Resources—Sources of Liquidity” for further information.

Income Tax Expense (Benefit)

Income taxes consist of an estimate of federal and state income taxes based on enacted federal and state tax rates, as adjusted for allowable credits, deductions, and the valuation allowance against deferred tax assets, as applicable.

Income from Equity Method Investees

Our equity method investments prior to fiscal 2019 consisted primarily of our 50% owned veterinary joint venture and our 50% owned Mexico joint venture. Beginning in fiscal 2019, the veterinary joint venture is now included in our consolidated results. Please read “Net Loss Attributable to Noncontrolling Interest” below for more information regarding our noncontrolling interests.

Net Loss Attributable to Noncontrolling Interest

The noncontrolling interest represents 50% of the net loss of our veterinary joint venture, which is a variable interest entity for which we were deemed to be the primary beneficiary beginning in fiscal 2019 due to revisions made in the joint operating agreement. Prior to fiscal 2019, the veterinary joint venture was accounted for as an equity method investment.

Executive Summary

Our business transformation initiatives, accelerated by an increase in pet ownership and a shift in customer discretionary spend toward the pet category, have driven strong top-and bottom-line growth in our business. Comparing fiscal 2021 and fiscal 2020, we achieved the following results:

[[GREPCENT_TABLE]]
[["","\u2022","an increase in net sales from $4.92 billion to $5.81 billion, representing period-over-period growth of 18.0%;"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u2022","comparable sales growth of 18.9%;"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u2022","an increase in operating income from $194.4 million to $266.1 million, representing period-over-period growth of 36.9%;"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u2022","net income attributable to Class A and B-1 common stockholders of $164.4 million, compared to net loss attributable to Class A and B-1 common stockholders of $26.5 million in the prior year; and"]]
[[/GREPCENT_TABLE]]

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[[GREPCENT_TABLE]]
[["","\u2022","an improvement in net cash flows provided by operating activities from $268.6 million in fiscal 2020 to $358.2 million in fiscal 2021."]]
[[/GREPCENT_TABLE]]

Results of Operations

The following tables summarize our results of operations and the percent of net sales of line items included in our consolidated statements of operations (dollars in thousands):

[[GREPCENT_TABLE]]
[["","","Fiscal years ended"],["","","January 29, 2022","","","January 30, 2021","","","February 1, 2020"],["","","(52 weeks)","","","(52 weeks)","","","(52 weeks)"],["Net sales","","$","5,807,149","","","$","4,920,202","","","$","4,434,514"],["Cost of sales","","","3,380,539","","","","2,813,464","","","","2,527,995"],["Gross profit","","","2,426,610","","","","2,106,738","","","","1,906,519"],["Selling, general and administrative expenses","","","2,160,539","","","","1,912,314","","","","1,776,919"],["Indefinite-lived intangible impairment","","","\u2014","","","","\u2014","","","","19,000"],["Operating income","","","266,071","","","","194,424","","","","110,600"],["Interest income","","","(62",")","","","(653",")","","","(335",")"],["Interest expense","","","77,397","","","","219,083","","","","253,018"],["Loss on extinguishment and modification of debt","","","20,838","","","","17,549","","","","\u2014"],["Other non-operating income","","","(34,497",")","","","\u2014","","","","\u2014"],["Income (loss) before income taxes and income from equity method investees","","","202,395","","","","(41,555",")","","","(142,083",")"],["Income tax expense (benefit)","","","53,473","","","","(3,337",")","","","(35,658",")"],["Income from equity method investees","","","(10,883",")","","","(6,482",")","","","(2,441",")"],["Net income (loss)","","","159,805","","","","(31,736",")","","","(103,984",")"],["Net loss attributable to noncontrolling interest","","","(4,612",")","","","(5,253",")","","","(8,111",")"],["Net income (loss) attributable to Class A and B-1 common stockholders","","$","164,417","","","$","(26,483",")","","$","(95,873",")"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","","Fiscal years ended"],["","","January 29, 2022","","","January 30, 2021","","","February 1, 2020"],["","","(52 weeks)","","","(52 weeks)","","","(52 weeks)"],["Net sales","","","100.0","%","","","100.0","%","","","100.0","%"],["Cost of sales","","","58.2","","","","57.2","","","","57.0"],["Gross profit","","","41.8","","","","42.8","","","","43.0"],["Selling, general and administrative expenses","","","37.2","","","","38.9","","","","40.1"],["Indefinite-lived intangible impairment","","","\u2014","","","","\u2014","","","","0.4"],["Operating income","","","4.6","","","","3.9","","","","2.5"],["Interest income","","","(0.0",")","","","(0.0",")","","","(0.0",")"],["Interest expense","","","1.3","","","","4.4","","","","5.7"],["Loss on extinguishment and modification of debt","","","0.4","","","","0.3","","","","\u2014"],["Other non-operating income","","","(0.6",")","","","\u2014","","","","\u2014"],["Income (loss) before income taxes and income from equity method investees","","","3.5","","","","(0.8",")","","","(3.2",")"],["Income tax expense (benefit)","","","0.9","","","","(0.1",")","","","(0.8",")"],["Income from equity method investees","","","(0.2",")","","","(0.1",")","","","(0.1",")"],["Net income (loss)","","","2.8","","","","(0.6",")","","","(2.3",")"],["Net loss attributable to noncontrolling interest","","","(0.0",")","","","(0.1",")","","","(0.1",")"],["Net income (loss) attributable to Class A and B-1 common stockholders","","","2.8","%","","","(0.5",")%","","","(2.2",")%"]]
[[/GREPCENT_TABLE]]

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[[GREPCENT_TABLE]]
[["","","Fiscal years ended"],["","","January 29, 2022","","","January 30, 2021","","","February 1, 2020"],["","","(52 weeks)","","","(52 weeks)","","","(52 weeks)"],["Operational Data:"],["Comparable sales increase","","","18.9","%","","","11.4","%","","","3.9","%"],["Total pet care centers (U.S. and Puerto Rico) at end of period","","","1,433","","","","1,454","","","","1,478"],["Total veterinarian practices at end of period","","","197","","","","125","","","","81"],["Adjusted EBITDA (in thousands)","","$","591,478","","","$","484,348","","","$","424,547"]]
[[/GREPCENT_TABLE]]

Fiscal 2021 (52 weeks) Compared with Fiscal 2020 (52 weeks)

Net Sales and Comparable Sales

[[GREPCENT_TABLE]]
[["","Fiscal years ended"],["(dollars in thousands)","January 29, 2022","","","January 30, 2021","","","$ Change","","","% Change"],["Consumables","$","2,533,755","","","$","2,123,499","","","$","410,256","","","","19.3","%"],["Supplies and companion animals","","2,603,104","","","","2,328,663","","","","274,441","","","","11.8","%"],["Services and other","","670,290","","","","468,040","","","","202,250","","","","43.2","%"],["Net sales","$","5,807,149","","","$","4,920,202","","","$","886,947","","","","18.0","%"]]
[[/GREPCENT_TABLE]]

Net sales increased $886.9 million, or 18.0%, to $5.81 billion in fiscal 2021 compared to net sales of $4.92 billion in fiscal 2020, driven by a 18.9% increase in our comparable sales. With our investments in our business over the past two years, we were, and continue to be, well-positioned to meet the increasing and evolving needs of pets and their parents. Our sales growth period-over-period was driven by our strong execution and differentiated product model across digital and in our pet care centers, coupled with an increase in new pet ownership and a resulting increase in sales to meet the needs of these pet parents. Net sales during fiscal 2021 were impacted by inflation, as we have taken pricing actions to offset cost increases on some vendor-supplied product. Where possible, we have worked with our merchant partners to help offset cost input increases.  In the aggregate, we have not experienced a material impact on units as a result of these actions.

The increase in consumables and supplies and companion animals sales between the periods was driven by the increase in new pets, our strategic investments in customer acquisition along with continued expansion of our product assortment. The increase in services and other was due to the increase in new pets, the continued growth in our veterinary hospital business with the addition of 72 new hospitals period-over-period, and the expansion of our membership and subscription programs, coupled with headwinds experienced during fiscal 2020 while stay-at-home orders were in place and some of our services were limited or suspended temporarily.

In fiscal 2021, pet care center merchandise delivered growth of 15.4% with higher retail traffic and strong growth in all major categories, including consumables, supplies, and companion animals. Our e-commerce and digital sales increased 21.1% from fiscal 2020 to fiscal 2021, reflecting our expanded brand assortment, enhanced personalization and extended fulfillment options.

Gross Profit

Gross profit increased $319.9 million, or 15.2%, to $2.43 billion in fiscal 2021 compared to gross profit of $2.11 billion for fiscal 2020. As a percentage of sales, our gross profit rate was 41.8% for fiscal 2021 compared to 42.8% for fiscal 2020. The increase in gross profit was due to the overall increase in net sales. The decrease in gross profit rate was primarily due to the mix impact of strong consumables sales during fiscal 2021. While the strong consumables mix impacts the gross margin rate, the average consumables customer has a higher lifetime value than most other categories of customer. Sales channel impacts driven by strength in our digital, services and vet business, and moderate increases in distribution costs also contributed to the decrease in gross profit rate during fiscal 2021 as compared to fiscal 2020.  

Selling, General and Administrative Expenses

SG&A expenses increased $248.2 million, or 13.0%, to $2.16 billion for fiscal 2021 compared to $1.91 billion for fiscal 2020. As a percentage of net sales, SG&A expenses decreased from 38.9% in fiscal 2020 to 37.2% in

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fiscal 2021 reflecting operating leverage from net sales growth. The increase in SG&A expenses period-over-period was to support our growth as we continue to invest in marketing, infrastructure, and people.  The increase in SG&A expenses period-over-period included a $59.5 million increase in advertising expenses to support the acceleration of our sales growth and a $36.4 million increase in equity-based compensation expense driven by awards issued in conjunction with our initial public offering. The remainder of the increase was predominantly due to higher incentive compensation for corporate and field partners attributable to our strong financial performance, a legal settlement accrual for class action matters, and increased variable costs associated with our higher sales growth.  

Interest Expense

Interest expense decreased $141.7 million, or 64.7%, to $77.4 million in fiscal 2021 compared with $219.1 million in fiscal 2020. The decrease was primarily driven by the redemption/cancellation of the Floating Rate Senior Notes and the 3.00% Senior Notes and repayment of a portion of our then-outstanding Amended Term Loan Facility (each as defined in Note 9, “Senior Notes,” and Note 8, “Senior Secured Credit Facilities,” in the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K) in connection with our initial public offering. In March 2020, we borrowed $250.0 million on our then-outstanding senior secured asset-based revolving credit facility (the “Amended Revolving Credit Facility”) as a precautionary measure given the uncertainty of the macroeconomic environment at the start of the COVID-19 pandemic. We subsequently repaid the amount in full in the second quarter of fiscal 2020 and had no borrowings outstanding on the Amended Revolving Credit Facility as of January 30, 2021 or January 29, 2022.

Loss on Extinguishment and Modification of Debt

In fiscal 2021, the Company recognized $20.8 million of losses on the March 2021 refinancing of the Amended Term Loan Facility and Amended Revolving Credit Facility. In fiscal 2020, the Company recognized $17.5 million of losses on the partial extinguishment of debt in conjunction with the Company’s initial public offering. For more information regarding these activities, refer to Note 8, “Senior Secured Credit Facilities,” and Note 9, “Senior Notes,” in the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Other Non-Operating Income

Other non-operating income was $34.5 million for fiscal 2021 and related to non-cash gains from the remeasurement of the fair value of our investment in Rover Group, Inc which began after the consummation of its merger with a publicly traded special purpose acquisition company in fiscal 2021. There was no other non-operating income or loss recognized during fiscal 2020. For more information regarding this activity, refer to Note 11, “Fair Value Measurements,” to the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Income Tax Expense (Benefit)

Our effective tax rate was 24.5% for fiscal 2021, resulting in income tax expense of $53.5 million, compared to an effective tax rate of 11.2% and income tax benefit of $3.3 million for fiscal 2020. The increase in effective tax rate in fiscal 2021 as compared to fiscal 2020 is driven by various factors further discussed in Note 14 of the Consolidated Financial Statements. These changes include a change in earnings as compared to fiscal 2020, a remeasurement of deferred tax assets in fiscal 2020 related to $67.4 million of net operating losses available under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) that were carried back to fiscal years before the U.S. Tax Cuts and Jobs Act was enacted, an increase in fiscal 2021 for certain equity-based compensation as discussed in Note 13 of the Consolidated Financial Statements, an increase in  fiscal 2020 in unrecognized tax benefits and an increase in certain public company executive compensation subject to Section 162(m) of the Internal Revenue Code of 1986 as amended (the “Code”).

Net Income (Loss) Attributable to Class A and B-1 Common Stockholders

Net income attributable to Class A and B-1 common stockholders was $164.4 million for fiscal 2021 compared with a net loss attributable to Class A and B-1 common stockholders of $26.5 million for fiscal 2020. The improvement period-over-period was primarily driven by higher gross profit of $319.9 million and lower interest

50

expense of $141.7 million, offset by higher SG&A costs of $248.2 million and increased income tax expense of $56.8 million.

Prior Year Discussion of Results and Comparisons

For information on fiscal 2019 results and similar comparisons, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our previous Annual Report on Form 10-K filed with the SEC on April 5, 2021.

Reconciliation of Non-GAAP Financial Measures to GAAP Measures

The following information provides definitions and reconciliations of certain non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP. Such non-GAAP financial measures are not calculated in accordance with GAAP and should not be considered superior to, as a substitute for or alternative to, and should be considered in conjunction with, the most comparable GAAP measures. The non-GAAP financial measures presented may differ from similarly-titled measures used by other companies.

Adjusted EBITDA

We present Adjusted EBITDA, a non-GAAP financial measure, because we believe it enhances an investor’s understanding of our financial and operational performance by excluding certain material non-cash items, unusual or non-recurring items that we do not expect to continue in the future, and certain other adjustments we believe are or are not reflective of our ongoing operations and performance.  Adjusted EBITDA enables operating performance to be reviewed across reporting periods on a consistent basis.  We use Adjusted EBITDA as one of the principal measures to evaluate and monitor our operating financial performance and to compare our performance to others in our industry.  We also use Adjusted EBITDA in connection with establishing discretionary annual incentive compensation targets, to make budgeting decisions, to make strategic decisions regarding the allocation of capital, and to report our quarterly results as defined in our debt agreements, although under such agreements the measure is calculated differently and is used for different purposes.

Adjusted EBITDA is not a substitute for net income (loss), the most comparable GAAP measure, and is subject to a number of limitations as a financial measure, so it should be used in conjunction with GAAP financial measures and not in isolation. There can be no assurances that we will not modify the presentation of Adjusted EBITDA in the future. In addition, other companies in our industry may define Adjusted EBITDA differently, limiting its usefulness as a comparative measure.

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The table below reflects the calculation of Adjusted EBITDA and Adjusted EBITDA Margin for the periods presented:

[[GREPCENT_TABLE]]
[["","","Fiscal years ended"],["","","January 29, 2022","","","January 30, 2021","","","February 1, 2020"],["(dollars in thousands)","","(52 weeks)","","","(52 weeks)","","","(52 weeks)"],["Net income (loss) attributable to Class A and B-1 common stockholders","","$","164,417","","","$","(26,483",")","","$","(95,873",")"],["Interest expense, net","","","77,335","","","","218,430","","","","252,683"],["Income tax expense (benefit)","","","53,473","","","","(3,337",")","","","(35,658",")"],["Depreciation and amortization","","","172,431","","","","174,836","","","","173,544"],["Income from equity method investees","","","(10,883",")","","","(6,482",")","","","(2,441",")"],["Loss on extinguishment and modification of debt","","","20,838","","","","17,549","","","","\u2014"],["Indefinite-lived intangible impairment","","","\u2014","","","","\u2014","","","","19,000"],["Asset impairments and write offs","","","10,918","","","","15,606","","","","11,871"],["Equity-based compensation","","","49,265","","","","12,915","","","","9,489"],["Other non-operating income","","","(34,497",")","","","\u2014","","","","\u2014"],["Mexico joint venture EBITDA (1)","","","26,837","","","","19,074","","","","14,227"],["Store pre-opening expenses","","","14,765","","","","9,228","","","","10,325"],["Store closing expenses","","","5,028","","","","7,782","","","","4,068"],["Non-cash occupancy-related costs (2)","","","8,114","","","","19,240","","","","32,763"],["Non-recurring costs (3)","","","33,437","","","","25,990","","","","30,549"],["Adjusted EBITDA","","$","591,478","","","$","484,348","","","$","424,547"],["Net sales","","$","5,807,149","","","$","4,920,202","","","$","4,434,514"],["Net margin (4)","","","2.8","%","","","(0.5",")%","","","(2.2",")%"],["Adjusted EBITDA Margin (4)","","","10.2","%","","","9.8","%","","","9.6","%"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(1)","Mexico joint venture EBITDA represents 50% of the entity\u2019s operating results for the periods presented, as adjusted to reflect the results on a basis comparable to our 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 our calculation of Adjusted EBITDA, we include our 50% interest in our 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:"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","","Fiscal years ended"],["","","January 29, 2022","","","January 30, 2021","","","February 1, 2020"],["(dollars in thousands)","","(52 weeks)","","","(52 weeks)","","","(52 weeks)"],["Net income","","$","21,773","","","$","14,225","","","$","8,662"],["Depreciation","","","15,679","","","","12,249","","","","11,298"],["Income tax expense","","","11,390","","","","6,229","","","","4,107"],["Foreign currency (gain) loss","","","(431",")","","","704","","","","(406",")"],["Interest expense (income), net","","","5,263","","","","4,740","","","","4,793"],["EBITDA","","$","53,674","","","$","38,147","","","$","28,454"],["50% of EBITDA","","$","26,837","","","$","19,074","","","$","14,227"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(2)","Non-cash occupancy-related costs include the difference between cash and straight-line rent for all periods."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(3)","Non-recurring costs include: severance; legal reserves and related fees; one-time consulting and other costs associated with the Company\u2019s strategic transformation initiatives; discontinuation and liquidation costs; and costs related to our initial public offering and refinancing. While we have incurred significant costs associated with the COVID-19 pandemic during fiscal 2020 and 2021, we have not classified any of these costs as non-recurring due to the uncertainty surrounding the pandemic\u2019s length and long-term impact on the macroeconomic operating environment."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(4)","We define net margin as net income (loss) attributable to Class A and B-1 common stockholders divided by net sales and Adjusted EBITDA margin as Adjusted EBITDA divided by net sales."]]
[[/GREPCENT_TABLE]]

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 our ability to

52

generate additional cash from our business operations, is an important financial measure for use in evaluating the Company’s financial performance.

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

The table below reflects the calculation of Free Cash Flow for the periods presented:

[[GREPCENT_TABLE]]
[["","","Fiscal years ended"],["","","January 29, 2022","","","January 30, 2021","","","February 1, 2020"],["(dollars in thousands)","","(52 weeks)","","","(52 weeks)","","","(52 weeks)"],["Net cash provided by operating activities","","$","358,215","","","$","268,615","","","$","110,337"],["Cash paid for fixed assets","","","(239,110",")","","","(159,560",")","","","(156,906",")"],["Free Cash Flow","","$","119,105","","","$","109,055","","","$","(46,569",")"]]
[[/GREPCENT_TABLE]]

Net Debt

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

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

The table below reflects the calculation of net debt for the periods presented:

[[GREPCENT_TABLE]]
[["(dollars in thousands)","","January 29, 2022","","","January 30, 2021"],["Total debt:"],["Senior secured credit facilities, net, including current portion","","$","1,657,390","","","$","1,646,281"],["Finance leases, including current portion","","","29,816","","","","13,639"],["Total debt","","$","1,687,206","","","$","1,659,920"],["Less: cash and cash equivalents","","","(211,602",")","","","(111,402",")"],["Net Debt","","$","1,475,604","","","$","1,548,518"]]
[[/GREPCENT_TABLE]]

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are funds generated by operating activities and available capacity for borrowings on our $500 million secured asset-based revolving credit facility maturing March 4, 2026 (the “ABL Revolving Credit Facility”). Our ability to fund our operations, to make planned capital investments, to make scheduled debt payments and to repay or refinance indebtedness depends on our future operating performance and cash flows, which are subject to prevailing economic conditions and financial, business, and other factors, some of which are beyond our control. Our liquidity as of January 29, 2022 was $649.8 million inclusive of cash and cash equivalents of $211.6 million and $438.2 million of availability on the ABL Revolving Credit Facility. We believe that our current resources, together with anticipated cash flows from operations and borrowing capacity under the ABL Revolving Credit Facility, will be sufficient to finance our operations, meet our current cash requirements, and fund anticipated capital investments for at least the next 12 months. We may, however, seek additional financing to fund future growth or refinance our existing indebtedness through the debt capital markets, but we cannot be assured that such financing will be available on favorable terms, or at all.

We are a party to contractual obligations involving commitments to make payments to third parties.  These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the consolidated balance sheet as of January 29, 2022, while others are considered future obligations. Our contractual obligations primarily consist of operating leases and long-term debt and related interest payments. We also enter certain short-term lease commitments, letters of credit and purchase obligations in the

53

normal course of business. Refer to Note 6 and Note 8 to the historical consolidated financial statements included elsewhere in this Annual Report on Form 10-K for amounts outstanding as of January 29, 2022 related to operating leases and debt, respectively.  Refer also to further discussion on our debt refinancing transaction in “Sources of Liquidity” below.

Purchase obligations and commitments consist of open purchase orders, non-cancellable commitments for information technology, marketing and other products and services used in the normal course of business as well as our commitment for naming rights to the baseball stadium. As of January 29, 2022, our purchase obligations and commitments were $507.5 million of which $454.4 million is considered short-term.  

Cash Flows

The following table summarizes our consolidated cash flows:

[[GREPCENT_TABLE]]
[["","","Fiscal years ended"],["(dollars in thousands)","","January 29, 2022","","","January 30, 2021","","","February 1, 2020"],["","","(52 weeks)","","","(52 weeks)","","","(52 weeks)"],["Total cash provided by (used in):"],["Operating activities","","$","358,215","","","$","268,615","","","$","110,337"],["Investing activities","","","(237,083",")","","","(157,185",")","","","(139,041",")"],["Financing activities","","","(18,782",")","","","(146,608",")","","","(3,071",")"],["Net increase (decrease) in cash, cash equivalents and restricted cash","","$","102,350","","","$","(35,178",")","","$","(31,775",")"]]
[[/GREPCENT_TABLE]]

Operating Activities

Our primary source of operating cash is sales of products and services to customers, which are substantially all on a cash basis, and therefore provide us with a significant source of liquidity. Our primary uses of cash in operating activities include: purchases of inventory; freight and warehousing costs; employee-related expenditures; occupancy-related costs for our pet care centers, distribution centers and corporate support centers; credit card fees; interest under our debt agreements; and marketing expenses. Net cash provided by operating activities is impacted by our net income (loss) adjusted for certain non-cash items, including: depreciation, amortization, impairments and write-offs; amortization of debt discounts and issuance costs; deferred income taxes; equity-based compensation; impairments of intangible assets; other non-operating income; and the effect of changes in operating assets and liabilities.

Net cash provided by operating activities was $358.2 million in fiscal 2021 compared with net cash provided by operating activities of $268.6 million in fiscal 2020. The increase in operating cash flow was due to strong operating performance and working capital benefit generated by higher sales as well as lower interest payments due to the reduction of debt balances in connection with the initial public offering and related recapitalization, and the refinancing transaction that occurred on March 4, 2021 discussed under “Sources of Liquidity” below. The increase in operating cash flows between the periods was partially offset by an increase in cash paid for inventory driven by higher inventory turns, higher payroll and fringe driven by operating performance along with other changes in working capital which is subject to many variables including the timing of cash receipts and payments.  

Net cash provided by operating activities was $268.6 million in fiscal 2020 compared with $110.3 million in fiscal 2019. The increase was driven by stronger operating performance period-over-period resulting from our strategic investments, an increase in pet ownership and increased consumer spending in the pet category. In addition, a decrease in cash payments for interest and lower payroll taxes due to the CARES Act contributed to the increase.  This was partially offset by the timing of receipts and payments on inventory, increases in advertising spend and non-recurring expenses related to COVID-19 and the initial public offering.

Investing Activities

   Net cash used in investing activities was $237.1 million, $157.2 million, and $139.0 million for fiscal 2021, fiscal 2020, and fiscal 2019, respectively, and consisted primarily of capital expenditures supporting our growth and initiatives. Offsetting our cash used for capital expenditures in fiscal 2019 was proceeds from the sale-leaseback of our San Antonio corporate support center, for which we received net proceeds of $18.5 million. The sale-leaseback

54

enabled us to enhance our liquidity and fund investments to support our strategic growth and transformation initiatives.

The increase in capital expenditures between the periods was primarily due to the build-out of our veterinary hospitals, innovation, capital expenditures for our new distribution center and enhanced supply chain capacity in response to our sales growth.  In fiscal 2022, we expect to spend approximately $275 million to $325 million in capital expenditures.

Capital expenditures by category during the periods set forth below are as follows:

[[GREPCENT_TABLE]]
[["","","Fiscal years ended"],["(dollars in thousands)","","January 29, 2022","","","January 30, 2021","","","February 1, 2020"],["New and existing pet care center locations","","$","140,721","","","$","80,776","","","$","100,394"],["Digital and information technology","","","57,319","","","","68,232","","","","51,358"],["Supply chain and other","","","41,070","","","","10,552","","","","5,154"],["Total capital expenditures","","$","239,110","","","$","159,560","","","$","156,906"]]
[[/GREPCENT_TABLE]]

Financing Activities

Net cash used in financing activities was $18.8 million for fiscal 2021, compared with $146.6 million used in financing activities in fiscal 2020 and $3.1 million used in financing activities in fiscal 2019.

Financing cash flows in fiscal 2021 primarily consisted of borrowings and repayments of debt in connection with the March 4, 2021 debt refinancing transaction discussed under “Sources of Liquidity” below.

Financing cash flows in fiscal 2020 primarily consisted of repayments of debt in connection with the initial public offering that occurred on January 19, 2021. Upon the closing of the initial public offering, the Company repaid $727.0 million of the Amended Term Loan Facility, $300.0 million in principal on the Floating Rate Senior Notes and $4.0 million on the 3.00% Senior Notes. These payments were made from net proceeds of $936.0 million from the initial public offering.  The Company paid an additional $18.9 million of term loan principal payments in fiscal 2020.  For more information regarding these activities, refer to Note 8 and Note 9 to the historical consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Additionally, at the start of the COVID-19 pandemic in March 2020, we took a precautionary draw on the Amended Revolving Credit Facility of $250.0 million. As operations stabilized and financial results improved, the balance was repaid in full in the second quarter of fiscal 2020 and no amounts were outstanding as of January 30, 2021.

Financing cash flows in fiscal 2019 primarily consisted of term loan principal payments of $25.3 million and net borrowings on the Amended Revolving Credit Facility of $29.0 million to support the working capital needs of the business. The outstanding balance on the Amended Revolving Credit Facility was $29.0 million as of February 1, 2020.

Sources of Liquidity

Senior Secured Credit Facilities

As of January 30, 2021, the Company had $1,678.1 million outstanding on the Amended Term Loan Facility and no balance on the Amended Revolving Credit Facility, which provided for senior secured financing of up to $500.0 million, subject to a borrowing base.

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On March 4, 2021, the Company completed a refinancing transaction by entering into a $1,700 million secured term loan facility maturing on March 4, 2028 (the “First Lien Term Loan”) and the ABL Revolving Credit Facility, which matures on March 4, 2026 and has availability of up to $500.0 million, subject to a borrowing base. The transaction led to a decrease in Net Debt from $1,548.5 million as of January 30, 2021 to $1,475.6 million as of January 29, 2022. Interest under the First Lien Term Loan is based on, at the Company’s option, either a base rate or Adjusted LIBOR, subject to a 0.75% floor, payable upon maturity of the LIBOR contract, in either case plus the applicable rate. The base rate is the greater of the bank prime rate, federal funds effective rate plus 0.5% or Adjusted LIBOR plus 1.0%. The applicable rate is 2.25% per annum for a base rate loan or 3.25% per annum for an Adjusted LIBOR loan. Principal payments are $4.25 million quarterly and commenced on June 30, 2021. The terms under the ABL Revolving Credit Facility are substantially similar to those of the Amended Revolving Credit Facility.

For more information regarding this indebtedness, refer to Note 8, “Senior Secured Credit Facilities,” in the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Segment

We operate under one reportable segment and support and serve pets and their parents through our integrated ecosystem of pet care centers, services, and e-commerce.

Seasonality

Our financial performance is not significantly impacted by seasonality, as the majority of our sales are generated by pet parents caring for their pets year-round.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires us to make assumptions and estimates about future results and apply judgments that affect the reported amounts of assets, liabilities, net sales, expenses and related disclosures. We base our estimates and judgments on historical experience, current trends and other factors that we believe to be relevant at the time our consolidated financial statements are prepared. On an ongoing basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

We state our significant accounting policies in the notes to our annual consolidated financial statements, which are included in this Annual Report on Form 10-K. We believe that the following accounting policies and estimates described below have the greatest potential impact on our financial statements, and therefore we consider these to be critical to aid in fully understanding and evaluating our reported financial results.

Inventory Reserves

We value our inventory at the lower of the cost or net realizable value through the establishment of inventory valuation and shrink reserves. Cost is determined by the average cost method and includes inbound freight charges. Our valuation reserves represent the excess of the carrying value or average cost, over the amount we expect to realize from the ultimate sale of the inventory. Valuation reserves establish a new cost basis, and subsequent changes in facts or circumstances do not result in an increase in the newly established cost basis. Our valuation reserves are subject to uncertainties, as the calculation requires us to make assumptions regarding inventory aging, forecasted consumer demand and trends and the promotional environment.

Our inventory shrink reserve represents estimated physical inventory losses that have occurred since the last physical inventory date. Periodic inventory observations are performed on a regular basis at pet care center locations, and cycle counts are performed for inventory at distribution centers to ensure inventory is properly stated in our consolidated financial statements. During the period between counts at pet care center locations, we accrue for estimated shrink losses based on historical shrinkage results, taking into consideration any current trends in the business.

We have not made any material changes in our methodology used to establish our inventory valuation and shrink reserves during the past three fiscal years, and we have not had material adjustments between our estimated shrinkage percentages and actual results. A 10% difference in our actual valuation reserve at January 29, 2022 would have an insignificant effect on pre-tax loss in fiscal 2021. Additionally, we do not believe there is a

56

reasonable likelihood that there will be a material change in future estimates or assumptions we use to calculate our shrink reserve. However, if estimates of losses are inaccurate, we may be exposed to losses or gains that could be material. A 10% difference in our actual shrink reserve at January 29, 2022 would have affected pre-tax loss by $2.8 million in fiscal 2021.

Vendor Allowances

We receive various forms of consideration from our merchandise vendors (vendor allowances).  We receive 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.

We establish a deferral for vendor income that is earned but not yet received and record the deferral as a reduction to merchandise inventory.  The majority of the year-end vendor income deferrals are collected within the following fiscal quarter, and we do not believe there is reasonable likelihood that the assumptions used in our estimate will change significantly.  Historically, adjustments to our vendor income deferral have not been material.  A 10% difference in our vendor income deferred at January 29, 2022 would have affected pre-tax loss by $2.7 million in fiscal 2021.

We have not made any material changes in the accounting methodology we use to assess valuation allowances during the past three fiscal years.

Long-lived Assets

Long-lived assets, other than goodwill and intangible assets, which are separately discussed below, are tested for recoverability whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset (or group of assets) exceeds its fair value, with fair value determined based on the income approach.

Factors we consider important and which could trigger an impairment review include: (i) significant underperformance of a pet care center relative to expected historical or projected future operating results; (ii) significant changes in the manner of our use of assets or strategy for our overall business; (iii) significant negative industry or economic trends; or (iv) planned pet care center closings.

We have not made any material changes in the accounting methodology we use to assess impairment losses during the past three fiscal years.

Goodwill and Trade Name Intangible Assets

Goodwill

We evaluate goodwill annually in our fourth quarter or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We have identified one reporting unit and selected our fourth fiscal quarter to perform our annual goodwill impairment testing. Goodwill impairment guidance provides entities the option to perform a qualitative assessment to determine whether further impairment testing is necessary. The qualitative assessment requires significant judgments about economic conditions, including the entity’s operating environment, its industry and other market conditions, entity-specific events related to financial performance or loss of key personnel, and other events that could impact the reporting unit. If management concludes, based on assessment of relevant events, facts, and circumstances, that it is more likely than not that a reporting unit’s fair value is greater than its carrying value, no further impairment testing is required.

57

If management’s assessment of qualitative factors indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then a quantitative assessment is performed. We also have the option to bypass the qualitative assessment described above and proceed directly to the quantitative assessment, where we compare the fair value of the reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value of our net assets assigned to that unit, goodwill is not considered impaired and we are not required to perform further testing. If the carrying value of net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then we would record an impairment loss equal to the difference.

In cases where a quantitative test is performed, the fair value of our reporting unit is estimated using the assistance of a third-party valuation firm and quantitative impairment tests are calculated using a discounted cash flow analysis and a public company analysis. Significant assumptions inherent in these valuation methodologies are employed and include, but are not limited to, prospective financial information, growth rates, discount rates, and comparable multiples from publicly traded companies in similar industries.

We have not made any material changes in the accounting methodology we use to assess goodwill impairment losses during the past three fiscal years.

Indefinite-lived trade name

We consider the Petco trade name to be an indefinite-lived intangible asset, as we currently anticipate that this trade name will contribute cash flows to us indefinitely. We perform our annual impairment test during the fourth quarter of each year or whenever events or changes in circumstances indicate the carrying value may not be recoverable. Management has the option to first perform a quantitative assessment of its trade name asset to determine whether it is necessary to perform a quantitative impairment test. We also have the option to bypass the qualitative assessment described above and proceed directly to quantitative assessment.

In cases where a quantitative test is performed, the fair value of our trade name is estimated using the assistance of a third-party valuation firm using the relief from royalty valuation method, a variation of the discounted cash flow approach. Significant assumptions inherent in the valuation methodology are employed and include, but are not limited to, prospective financial information, royalty rates and discount rates. An impairment charge is recorded for the amount by which the carrying amount of the trade name exceeds its fair value.

We have not made any material changes in the accounting methodology we use to assess indefinite-lived trade name impairment during the past three fiscal years.

Self-insurance Reserves

We maintain accruals for our self-insurance of workers’ compensation, employee-related healthcare benefits and general and auto liabilities. Insurance coverage is in place above per occurrence retention limits to limit our exposure to large claims. These insurance policies have stated maximum coverage limits, after which we bear the risk of loss. When estimating our self-insurance reserves, we consider a number of factors, including historical experience, trends related to claims and payments, and information provided by our insurance brokers and actuaries. Periodically, we review our assumptions and valuations provided by our actuaries to determine the adequacy of our self-insurance reserves.

We are required to make assumptions and to apply judgments to estimate the ultimate cost to settle reported claims and claims incurred but not reported at the balance sheet date. There were no significant changes to the self-insurance reserves during the past three years other than routine current period activity. A 10% change in our self-insurance reserves at January 29, 2022 would have affected pre-tax loss by $8.5 million in fiscal 2021.

Recent Accounting Pronouncements

Refer to Note 1, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for information regarding recently issued accounting pronouncements.

58