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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): March 26, 2025

 

 

 

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 March 26, 2025, Petco Health and Wellness Company, Inc. (the “Company”) issued a press release disclosing its financial results for the quarter and year ended February 1, 2025. 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 4:30 p.m. Eastern Time on March 26, 2025 to discuss the Company’s financial results for the quarter and year ended February 1, 2025. 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 April 9, 2025 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 March 26, 2025

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:

March 26, 2025

By:

/s/ Giovanni Insana

 

 

Name:

Title:

Giovanni Insana
Chief Legal Officer and Secretary

 


EX-99.1 2 woof-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

 

 

Contacts:

 

 

 

Investor Relations

Media Relations

Tina Romani

Lisa Stark

investorrelations@petco.com

Lisa.stark@petco.com

 

FOR IMMEDIATE RELEASE: March 26, 2025

Petco Health + Wellness Company, Inc. Reports Fourth Quarter and Full Year 2024 Financial Results

Expects Double-Digit Adjusted EBITDA Growth in 2025*

San Diego, March 26, 2025 – Petco Health and Wellness Company, Inc. (Nasdaq: WOOF) today announced its fourth quarter and full year 2024 financial results.

Q4 2024 Overview

Net revenue of $1.6 billion decreased 7.3% year over year inclusive of the negative impact from the loss of the 53rd week in 2023
Comparable sales increased 0.5% year over year
Gross profit of $589.3 million decreased 2.8% year over year compared to $606.3 million last year
GAAP net loss of $13.8 million compared to GAAP net loss of $22.6 million last year
Adjusted EBITDA1 of $96.1 million compared to $105.3 million last year

Full Year 2024 Overview

Net revenue of $6.1 billion decreased 2.2% year over year inclusive of the negative impact from the loss of the 53rd week in 2023
Comparable sales increased 0.3% year over year
Gross profit of $2.3 billion decreased 1.3% year over year compared to $2.4 billion last year
GAAP net loss of $101.8 million compared to GAAP net loss of $1.3 billion last year inclusive of a $1.2 billion non-cash goodwill impairment charge
Adjusted EBITDA1 of $336.5 million compared to $401.1 million last year
Operating cash flow of $177.7 million compared to $215.7 million last year
Free Cash Flow1 of $49.7 million compared to ($9.9) million last year

“Our results in the fourth quarter demonstrate the progress we’ve made to return Petco to retail operating excellence,” said Joel Anderson, Petco’s Chief Executive Officer. “While there is more work ahead, I am confident our new leadership team is well-positioned to build on this early momentum, deliver double-digit adjusted EBITDA improvement in 2025 and set the business up for sustainable profitable growth.”

 

1


 

 

 

Full Year 2025 Guidance

 

 

FY 2025 Guidance*

Net revenue

Down low single digits year over year

Adjusted EBITDA

$375 million to $390 million

Net interest expense

~$130 million

Capital expenditures

$130-140 million

Depreciation & amortization

~$200 million

Real estate

~20-30 net closures

 

 

First Quarter 2025 Guidance

 

 

Q1 2025 Guidance*

Net revenue

Down low single digits year over year

Adjusted EBITDA

$82 million to $83 million

 

*Assumptions in the guidance include that economic conditions, currency rates and the tax and regulatory landscape remain generally consistent. Adjusted EBITDA is a non-GAAP financial measure and has 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 are made in a manner consistent with the relevant definitions and assumptions noted herein and in our filings with the Securities and Exchange Commission.

(1)
Adjusted EBITDA 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.

Earnings Conference Call Webcast Information:

Management will host an earnings conference call on March 26, 2025 at approximately 4:30 PM 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 April 9, 2025 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.

 

2


 

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 independent nonprofit organization, we work with and support thousands of local animal welfare groups across the country and, through in-store adoption events, we've helped find homes for nearly 7 million animals.

Forward-Looking Statements:

This earnings release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not statements of historical fact, including, but not limited to, statements regarding our Q1 and full year 2025 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, mass and grocery 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, prevailing interest rates and the impact of tariffs; (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.

 

3


 

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.

 

4


 

PETCO HEALTH AND WELLNESS COMPANY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited and subject to reclassification)

 

 

 

13 Weeks Ended

 

 

14 Weeks Ended

 

 

 

 

 

52 Weeks Ended

 

 

53 Weeks Ended

 

 

 

 

 

 

February 1,
2025

 

 

February 3,
2024

 

 

Percent
Change

 

 

February 1,
2025

 

 

February 3,
2024

 

 

Percent
Change

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

1,310,217

 

 

$

1,420,713

 

 

 

(8

%)

 

$

5,116,891

 

 

$

5,273,710

 

 

 

(3

%)

Services and other

 

 

241,913

 

 

 

253,763

 

 

 

(5

%)

 

 

999,571

 

 

 

981,574

 

 

 

2

%

Total net sales

 

 

1,552,130

 

 

 

1,674,476

 

 

 

(7

%)

 

 

6,116,462

 

 

 

6,255,284

 

 

 

(2

%)

Cost of sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

 

811,204

 

 

 

903,156

 

 

 

(10

%)

 

 

3,173,269

 

 

 

3,269,628

 

 

 

(3

%)

Services and other

 

 

151,666

 

 

 

164,972

 

 

 

(8

%)

 

 

618,791

 

 

 

631,821

 

 

 

(2

%)

Total cost of sales

 

 

962,870

 

 

 

1,068,128

 

 

 

(10

%)

 

 

3,792,060

 

 

 

3,901,449

 

 

 

(3

%)

Gross profit

 

 

589,260

 

 

 

606,348

 

 

 

(3

%)

 

 

2,324,402

 

 

 

2,353,835

 

 

 

(1

%)

Selling, general and administrative expenses

 

 

571,872

 

 

 

606,182

 

 

 

(6

%)

 

 

2,317,351

 

 

 

2,311,625

 

 

 

0

%

Goodwill impairment

 

 

 

 

 

 

 

N/M

 

 

 

 

 

 

1,222,524

 

 

 

(100

%)

Operating income (loss)

 

 

17,388

 

 

 

166

 

 

 

10,375

%

 

 

7,051

 

 

 

(1,180,314

)

 

N/M

 

Interest income

 

 

(1,278

)

 

 

(326

)

 

 

292

%

 

 

(3,714

)

 

 

(3,405

)

 

 

9

%

Interest expense

 

 

34,111

 

 

 

39,658

 

 

 

(14

%)

 

 

143,531

 

 

 

150,909

 

 

 

(5

%)

Loss on extinguishment and modification of debt

 

 

 

 

 

 

 

N/M

 

 

 

 

 

 

920

 

 

 

(100

%)

Other non-operating loss (income)

 

 

1,000

 

 

 

 

 

N/M

 

 

 

(4,800

)

 

 

(4,727

)

 

 

2

%

Loss before income taxes and income from
   equity method investees

 

 

(16,445

)

 

 

(39,166

)

 

 

(58

%)

 

 

(127,966

)

 

 

(1,324,011

)

 

 

(90

%)

Income tax expense (benefit)

 

 

2,504

 

 

 

(10,435

)

 

N/M

 

 

 

(7,481

)

 

 

(27,613

)

 

 

(73

%)

Income from equity method investees

 

 

(5,112

)

 

 

(6,156

)

 

 

(17

%)

 

 

(18,669

)

 

 

(16,188

)

 

 

15

%

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

 

$

(13,837

)

 

$

(22,575

)

 

 

(39

%)

 

$

(101,816

)

 

$

(1,280,210

)

 

 

(92

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.05

)

 

$

(0.08

)

 

 

(40

%)

 

$

(0.37

)

 

$

(4.78

)

 

 

(92

%)

Diluted

 

$

(0.05

)

 

$

(0.08

)

 

 

(40

%)

 

$

(0.37

)

 

$

(4.78

)

 

 

(92

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

276,305

 

 

 

268,615

 

 

 

3

%

 

 

273,410

 

 

 

267,549

 

 

 

2

%

Diluted

 

 

276,305

 

 

 

268,615

 

 

 

3

%

 

 

273,410

 

 

 

267,549

 

 

 

2

%

 

 

5


 

PETCO HEALTH AND WELLNESS COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(Unaudited and subject to reclassification)

 

 

 

February 1,
2025

 

 

February 3,
2024

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

165,756

 

 

$

125,428

 

Receivables, less allowance for credit losses1

 

 

40,425

 

 

 

44,369

 

Merchandise inventories, net

 

 

653,329

 

 

 

684,502

 

Prepaid expenses

 

 

53,515

 

 

 

58,615

 

Other current assets

 

 

60,594

 

 

 

38,830

 

Total current assets

 

 

973,619

 

 

 

951,744

 

Fixed assets, net

 

 

725,438

 

 

 

816,367

 

Operating lease right-of-use assets

 

 

1,302,346

 

 

 

1,384,050

 

Goodwill

 

 

980,064

 

 

 

980,297

 

Trade name

 

 

1,025,000

 

 

 

1,025,000

 

Other long-term assets

 

 

187,963

 

 

 

205,694

 

Total assets

 

$

5,194,430

 

 

$

5,363,152

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable and book overdrafts

 

$

492,878

 

 

$

485,131

 

Accrued salaries and employee benefits

 

 

157,460

 

 

 

101,265

 

Accrued expenses and other liabilities

 

 

177,079

 

 

 

200,278

 

Current portion of operating lease liabilities

 

 

306,400

 

 

 

310,507

 

Current portion of long-term debt and other lease liabilities

 

 

5,346

 

 

 

15,962

 

Total current liabilities

 

 

1,139,163

 

 

 

1,113,143

 

Senior secured credit facilities, net, excluding current portion

 

 

1,578,091

 

 

 

1,576,223

 

Operating lease liabilities, excluding current portion

 

 

1,037,206

 

 

 

1,116,615

 

Deferred taxes, net

 

 

217,712

 

 

 

251,629

 

Other long-term liabilities

 

 

108,628

 

 

 

121,113

 

Total liabilities

 

 

4,080,800

 

 

 

4,178,723

 

Commitments and contingencies

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

Class A common stock2

 

 

239

 

 

 

231

 

Class B-1 common stock3

 

 

38

 

 

 

38

 

Class B-2 common stock4

 

 

 

 

 

 

Preferred stock5

 

 

 

 

 

 

Additional paid-in-capital

 

 

2,280,495

 

 

 

2,229,582

 

Accumulated deficit

 

 

(1,149,059

)

 

 

(1,047,243

)

Accumulated other comprehensive (loss) income

 

 

(18,083

)

 

 

1,821

 

Total stockholders’ equity

 

 

1,113,630

 

 

 

1,184,429

 

Total liabilities and stockholders' equity

 

$

5,194,430

 

 

$

5,363,152

 

 

(1)
Allowances for credit losses are $1,594 and $1,806, respectively
(2)
Class A common stock, $0.001 par value: Authorized - 1.0 billion shares; Issued and outstanding - 239.1 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

 

6


 

PETCO HEALTH AND WELLNESS COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited and subject to reclassification)

 

 

 

52 Weeks
Ended

 

 

53 Weeks
Ended

 

 

 

February 1,
2025

 

 

February 3,
2024

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(101,816

)

 

$

(1,280,210

)

Adjustments to reconcile net loss to net cash provided by
  operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

199,727

 

 

 

200,782

 

Amortization of debt discounts and issuance costs

 

 

4,896

 

 

 

4,972

 

Provision for deferred taxes

 

 

(30,492

)

 

 

(53,549

)

Equity-based compensation expense

 

 

50,212

 

 

 

81,859

 

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

 

 

8,790

 

 

 

2,833

 

Loss on extinguishment and modification of debt

 

 

 

 

 

920

 

Income from equity method investees

 

 

(18,669

)

 

 

(16,188

)

Amounts reclassified out of accumulated other comprehensive loss

 

 

(3,146

)

 

 

(488

)

Goodwill impairment

 

 

 

 

 

1,222,524

 

Non-cash operating lease costs

 

 

414,396

 

 

 

429,056

 

Other non-operating loss (income)

 

 

(4,800

)

 

 

(4,727

)

Changes in assets and liabilities:

 

 

 

 

 

 

Receivables

 

 

4,178

 

 

 

5,211

 

Merchandise inventories

 

 

30,767

 

 

 

(32,072

)

Prepaid expenses and other assets

 

 

(3,960

)

 

 

(8,009

)

Accounts payable and book overdrafts

 

 

8,484

 

 

 

103,919

 

Accrued salaries and employee benefits

 

 

56,981

 

 

 

11,347

 

Accrued expenses and other liabilities

 

 

(12,455

)

 

 

(8,495

)

Operating lease liabilities

 

 

(418,219

)

 

 

(446,981

)

Other long-term liabilities

 

 

(7,201

)

 

 

3,015

 

Net cash provided by operating activities

 

 

177,673

 

 

 

215,719

 

Cash flows from investing activities:

 

 

 

 

 

 

Cash paid for fixed assets

 

 

(127,990

)

 

 

(225,598

)

Cash paid for acquisitions, net of cash acquired

 

 

(629

)

 

 

(6,725

)

Cash paid for investments

 

 

(457

)

 

 

 

Proceeds from investment

 

 

998

 

 

 

24,878

 

Proceeds from sale of assets

 

 

1,369

 

 

 

 

Cash received from partial surrender of officers' life insurance

 

 

2,806

 

 

 

 

Net cash used in investing activities

 

 

(123,903

)

 

 

(207,445

)

Cash flows from financing activities:

 

 

 

 

 

 

Borrowings under long-term debt agreements

 

 

201,000

 

 

 

273,000

 

Repayments of long-term debt

 

 

(201,000

)

 

 

(348,000

)

Debt refinancing costs

 

 

(3,028

)

 

 

 

Payments for finance lease liabilities

 

 

(5,707

)

 

 

(5,925

)

Proceeds from employee stock purchase plan and stock option exercises

 

 

3,770

 

 

 

4,223

 

Tax withholdings on stock-based awards

 

 

(6,289

)

 

 

(8,650

)

Proceeds from issuance of common stock

 

 

2,500

 

 

 

 

Net cash used in financing activities

 

 

(8,754

)

 

 

(85,352

)

 

 

 

 

 

 

Net decrease in cash, cash equivalents and restricted cash

 

 

45,016

 

 

 

(77,078

)

Cash, cash equivalents and restricted cash at beginning of period

 

 

136,649

 

 

 

213,727

 

Cash, cash equivalents and restricted cash at end of period

 

$

181,665

 

 

$

136,649

 

 

 

7


 

NON-GAAP FINANCIAL MEASURES

The following information provides definitions and reconciliations of the non-GAAP financial measures presented in this earnings release to the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles (GAAP). The company has provided this non-GAAP financial information, which is not calculated or presented in accordance with GAAP, as information supplemental and in addition to the financial measures presented in 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 as applicable, for the thirteen and fifty-two weeks ended February 1, 2025 compared to the fourteen and fifty-three weeks ended February 3, 2024, respectively.

Adjusted EBITDA

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

 

 

14 Weeks
Ended

 

 

52 Weeks
Ended

 

 

53 Weeks
Ended

 

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

 

February 1,
2025

 

 

February 3,
2024

 

 

February 1,
2025

 

 

February 3,
2024

 

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

 

$

(13,837

)

 

$

(22,575

)

 

$

(101,816

)

 

$

(1,280,210

)

Add (deduct):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

32,833

 

 

 

39,332

 

 

 

139,817

 

 

 

147,504

 

Income tax expense (benefit)

 

 

2,504

 

 

 

(10,435

)

 

 

(7,481

)

 

 

(27,613

)

Depreciation and amortization

 

 

50,313

 

 

 

52,189

 

 

 

199,727

 

 

 

200,782

 

Income from equity method investees

 

 

(5,112

)

 

 

(6,156

)

 

 

(18,669

)

 

 

(16,188

)

Loss on debt extinguishment and modification

 

 

 

 

 

 

 

 

 

 

 

920

 

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

 

1,222,524

 

Losses on sale of assets, impairments and write-offs

 

 

341

 

 

 

631

 

 

 

8,790

 

 

 

2,833

 

Equity-based compensation expense

 

 

9,507

 

 

 

17,428

 

 

 

50,212

 

 

 

81,859

 

Other non-operating loss (income)

 

 

1,000

 

 

 

 

 

 

(4,800

)

 

 

(4,727

)

Mexico joint venture EBITDA (1)

 

 

11,233

 

 

 

11,759

 

 

 

41,615

 

 

 

38,226

 

Acquisition and divestiture-related integration costs (2)

 

 

 

 

 

 

 

 

3,719

 

 

 

 

Other costs (3)

 

 

7,341

 

 

 

23,167

 

 

 

25,412

 

 

 

35,193

 

Adjusted EBITDA

 

$

96,123

 

 

$

105,340

 

 

$

336,526

 

 

$

401,103

 

Net sales

 

$

1,552,130

 

 

$

1,674,476

 

 

$

6,116,462

 

 

$

6,255,284

 

Net margin (4)

 

 

(0.9

%)

 

 

(1.3

%)

 

 

(1.7

%)

 

 

(20.5

%)

Adjusted EBITDA Margin

 

 

6.2

%

 

 

6.3

%

 

 

5.5

%

 

 

6.4

%

 

 

 

 

 

Free Cash Flow

 

8


 

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 fifty-two weeks ended February 1, 2025 compared to the fifty-three weeks ended February 3, 2024.

 

(in thousands)

 

52 Weeks
Ended

 

 

53 Weeks
Ended

 

 

February 1,
2025

 

 

February 3,
2024

 

Net cash provided by operating activities

 

$

177,673

 

 

$

215,719

 

Cash paid for fixed assets

 

 

(127,990

)

 

 

(225,598

)

Free Cash Flow

 

$

49,683

 

 

$

(9,879

)

 

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

 

 

14 Weeks
Ended

 

 

52 Weeks
Ended

 

 

53 Weeks
Ended

 

(in thousands)

 

February 1,
2025

 

 

February 3,
2024

 

 

February 1,
2025

 

 

February 3,
2024

 

Net income

 

$

10,224

 

 

$

12,311

 

 

$

37,559

 

 

$

32,375

 

Depreciation

 

 

6,536

 

 

 

7,070

 

 

 

27,360

 

 

 

26,141

 

Income tax expense

 

 

5,014

 

 

 

2,541

 

 

 

16,010

 

 

 

11,449

 

Foreign currency loss

 

 

176

 

 

 

557

 

 

 

169

 

 

 

1,520

 

Interest expense, net

 

 

516

 

 

 

1,039

 

 

 

2,131

 

 

 

4,966

 

EBITDA

 

$

22,466

 

 

$

23,518

 

 

$

83,229

 

 

$

76,451

 

50% of EBITDA

 

$

11,233

 

 

$

11,759

 

 

$

41,615

 

 

$

38,226

 

 

(2)
Acquisition and divestiture-related integration 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 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.

 

9