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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): September 02, 2026

 

 

 

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 (see General Instructions A.2. below):

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 September 2, 2026, Petco Health and Wellness Company, Inc. (the “Company”) issued a press release disclosing its financial results for the quarter ended August 1, 2026. 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 4:15 p.m. Eastern Time on September 2, 2026 to discuss the Company’s financial results for the quarter ended August 1, 2026. 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 call will also be made available on the Company’s investor relations page approximately two hours after the webcast call.

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 September 2, 2026

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:

September 2, 2026

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

 

img172829526_0.gif

Petco Reports Second Quarter 2026 Results

2nd Consecutive Quarter of Positive Comparable Sales Growth

Delivered Q2 Profitability Ahead of Outlook

Announces $75 Million Debt Prepayment, Progressing Toward 2x Leverage1 Target

Reaffirms Fiscal 2026 Outlook

San Diego, September 2, 2026 – Petco (Nasdaq: WOOF), the retailer “where the pets go” to find everything they need to live their best lives, today reported its second quarter 2026 financial results.

Joel Anderson, Chief Executive Officer of Petco, stated, “We delivered stronger than expected profitability in the quarter while achieving our second consecutive quarter of positive comps. We were pleased to see growth in consumables, which highlights that our 'Reach for the Sky' strategy is gaining traction. Looking ahead to the second half, we are positioned to benefit from several growth drivers and are pleased to reaffirm our full-year sales and profitability outlook. We remain confident in our ability to generate sustainable, long-term growth.”

Q2 2026 Overview

In the second quarter of 2026, the Company received substantially all IEEPA tariff refunds related to tariffs paid under IEEPA in 2025 and 2026. All results below include a net benefit of $6.8 million related to such refunds, representing the proceeds net of investments to propel the repositioning of new assortments for future growth, and to a lesser degree, offset incremental fuel and tariff expense in Q2.

For the second quarter of 2026 compared to the second quarter of 2025:

Net sales of $1.5 billion increased 0.05%; comparable sales increased 0.6%. These results reflect a sales disruption from the initial stronger-than-expected points redemption from our membership program relaunch. Prior to the relaunch, sales were trending ahead of our Q2 outlook.
Gross profit increased to $591.1 million; gross margin rate increased 37 basis points to 39.7% of net sales, compared to $585.3 million or 39.3% of net sales last year. Without the net benefit from the tariff refund, normalized gross margin was about flat with the prior year.
Operating income increased 11.1% to $47.8 million compared to $43.0 million last year; operating margin increased 32 basis points to 3.2% compared to 2.9% of net sales last year.
Net income increased to $38.7 million versus $14.0 million.
Adjusted EBITDA2 was $122.2 million versus $113.9 million. Without the net benefit from the tariff refund, normalized adjusted EBITDA was $115.4 million.
The Company closed 1 net store, ending the quarter with 1,377 stores.

 


 

Sabrina Simmons, Chief Financial Officer of Petco, added, “We are pleased to deliver another quarter of positive comps and deliver on our bottom-line commitments as we execute on our economic model. Subsequent to the second quarter, we voluntarily prepaid an additional $75 million in debt, bringing our total prepayments to $170 million in the past nine months. Looking ahead, we are pleased to reaffirm our full-year sales and Adjusted EBITDA outlook, reflecting confidence in our second half strategic initiatives while remaining thoughtful about balancing the dynamic backdrop while investing behind our growth priorities.”

Q2 2026 Balance Sheet and Cash Flow

Ending cash balance grew by $104.8 million to $293.5 million versus $188.7 million last year.
Inventory decreased 1.1% year-over-year versus the 0.05% increase in net sales.
Cash provided by operating activities year-to-date was $130.6 million compared to $70.4 million last year.
Free cash flow2 was $60.8 million year-to-date versus $9.9 million last year.
Total debt was $1.48 billion, down from $1.59 billion last year.
Subsequent to the second quarter, the Company prepaid $75.0 million in debt, underscoring its commitment to lowering its leverage ratio1 to 2x.

2026 Outlook

The Company reaffirmed its full year 2026 net sales and Adjusted EBITDA2 outlook, which includes net IEEPA tariff refunds of $6.8 million, and provided its outlook for the third quarter of 2026. Given the Company's solid profit performance in the first half of the year, the outlook provides the Company the flexibility to continue investing behind its growth initiatives in the second half, while also absorbing ongoing supply chain headwinds.

Assumptions in the outlook include that economic conditions, currency rates and the tax and regulatory landscape remain generally consistent, and that current or planned tariffs on imports into the U.S. from China and other countries as of September 2, 2026, will remain at current levels. Additionally, the outlook assumes no additional IEEPA tariff refunds are received for the balance of the year.

Full Year 2026 Outlook

 

 

FY 2026 Outlook*

Net Sales

Flat to up 1.5% year over year

Adjusted EBITDA2

$415 million to $430 million

Net Interest Expense

~$122 million

Capital Expenditures

~$140 million

Depreciation & Amortization

~$200 million

Net Store Closures

~15-20

 

2


 

Third Quarter 2026 Outlook

 

 

Q3 2026 Outlook*

Net Sales

0.4% to 1.0% growth

Adjusted EBITDA 2

$100 million to $103 million

 

(1)
Leverage ratio is defined as net debt divided by Adjusted EBITDA2
(2)
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.

* 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.

Earnings Conference Call Webcast Information:

Management will host an earnings conference call on September 2, 2026 at approximately 4:15 PM Eastern Time to discuss the Company’s financial results. A live webcast of the conference call will be available on the Company's Investor Relations page at https://ir.petco.com/news-and-events/events-and-presentations. A replay of the webcast will be available through the same link approximately two hours after the conference call.

About Petco:

We're proud to be "where the pets go" to find everything they need to live their best lives for more than 60 years — from their favorite meals and toys, to trusted supplies and expert support from people who get it, because we live it. We believe in the universal truths of pet parenthood — the boundless boops, missing slippers, late night zoomies and everything in between. And we're here for it. Every tail wag, every vet visit, every step of the way. We nurture the pet-human bond in the aisles of more than 1,500 Petco stores across the U.S., Mexico and Chile. Customers experience our exclusive selection of pet care products, services, expertise and membership offerings in stores and online at petco.com, and on the Petco app. In 1999, we founded Petco Love. Together, we support thousands of local animal welfare groups nationwide and have helped find homes for over 7 million animals through in-store adoption events.

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 Q3 and full year 2026 outlook, operational reset of our business, our competitive positioning, profitability, cash generation through our economic model, expense leverage, operating margin expansion, cost action plans and associated cost-savings, our path to sustainable, profitable growth and our expectations regarding tariffs, IEEPA tariff refunds and associated impacts. 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,” “estimates,” “projects”, “forecasts” or the negative thereof or other variations thereon or comparable terminology. These statements are only predictions based on our current expectations and projections about future events and reflect our beliefs regarding such future events

3


 

and do not represent historical facts or statements of current condition. 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 and tariff refunds; (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), government shutdowns, 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; (xxii) our ability to deliver sustainable, profitable growth and (xxiii) the other risks, uncertainties and other factors identified under “Risk Factors” in our most recent Annual Report on Form 10-K and elsewhere in Petco’s Securities and Exchange Commission filings. The occurrence of any such factors could significantly alter the results set forth in these statements.

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

4


 

Investor Contact:

Roxanne Meyer, InvestorRelations@petco.com

Media Contact:

Ventura Olvera, pressinquiries@petco.com

5


 

PETCO HEALTH AND WELLNESS COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited and subject to reclassification)

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

 

 

August 1,
2026

 

 

August 2,
2025

 

 

August 1,
2026

 

 

August 2,
2025

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

1,216,857

 

 

$

1,225,605

 

 

$

2,444,944

 

 

$

2,467,496

 

Services and other

 

 

272,363

 

 

 

262,924

 

 

 

541,008

 

 

 

514,432

 

Total net sales

 

 

1,489,220

 

 

 

1,488,529

 

 

 

2,985,952

 

 

 

2,981,928

 

Cost of sales:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

 

733,898

 

 

 

747,143

 

 

 

1,491,676

 

 

 

1,513,428

 

Services and other

 

 

164,175

 

 

 

156,067

 

 

 

328,704

 

 

 

313,213

 

Total cost of sales

 

 

898,073

 

 

 

903,210

 

 

 

1,820,380

 

 

 

1,826,641

 

Gross profit

 

 

591,147

 

 

 

585,319

 

 

 

1,165,572

 

 

 

1,155,287

 

Selling, general and administrative expenses

 

 

543,335

 

 

 

542,297

 

 

 

1,093,134

 

 

 

1,095,906

 

Operating income

 

 

47,812

 

 

 

43,022

 

 

 

72,438

 

 

 

59,381

 

Interest income

 

 

(2,493

)

 

 

(909

)

 

 

(3,989

)

 

 

(2,268

)

Interest expense

 

 

32,556

 

 

 

33,297

 

 

 

65,340

 

 

 

66,791

 

Loss on extinguishment and modification of debt

 

 

 

 

 

 

 

 

11,840

 

 

 

 

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

 

 

17,749

 

 

 

10,634

 

 

 

(753

)

 

 

(5,142

)

Income tax (benefit) expense

 

 

(15,710

)

 

 

746

 

 

 

(13,511

)

 

 

1,241

 

Income from equity method investees

 

 

(5,201

)

 

 

(4,084

)

 

 

(10,756

)

 

 

(8,694

)

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

 

$

38,660

 

 

$

13,972

 

 

$

23,514

 

 

$

2,311

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.14

 

 

$

0.05

 

 

$

0.08

 

 

$

0.01

 

Diluted

 

$

0.13

 

 

$

0.05

 

 

$

0.08

 

 

$

0.01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

285,629

 

 

 

279,058

 

 

 

284,657

 

 

 

278,303

 

Diluted

 

 

290,497

 

 

 

285,741

 

 

 

289,691

 

 

 

284,350

 

 

6


 

PETCO HEALTH AND WELLNESS COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(Unaudited and subject to reclassification)

 

 

 

August 1,
2026

 

 

January 31,
2026

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

293,498

 

 

$

256,736

 

Receivables, less allowance for credit losses1

 

 

38,386

 

 

 

45,812

 

Merchandise inventories, net

 

 

601,591

 

 

 

590,210

 

Prepaid expenses

 

 

54,433

 

 

 

51,747

 

Other current assets

 

 

65,190

 

 

 

75,281

 

Total current assets

 

 

1,053,098

 

 

 

1,019,786

 

Fixed assets

 

 

2,433,782

 

 

 

2,378,208

 

Less accumulated depreciation

 

 

(1,803,480

)

 

 

(1,722,060

)

Fixed assets, net

 

 

630,302

 

 

 

656,148

 

Operating lease right-of-use assets

 

 

1,268,518

 

 

 

1,288,593

 

Goodwill

 

 

980,064

 

 

 

980,064

 

Trade name

 

 

1,025,000

 

 

 

1,025,000

 

Other long-term assets

 

 

209,668

 

 

 

203,834

 

Total assets

 

$

5,166,650

 

 

$

5,173,425

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable and book overdrafts

 

$

455,314

 

 

$

450,552

 

Accrued salaries and employee benefits

 

 

132,518

 

 

 

154,148

 

Accrued expenses and other liabilities

 

 

225,908

 

 

 

204,751

 

Current portion of operating lease liabilities

 

 

340,643

 

 

 

320,082

 

Current portion of long-term debt and other lease liabilities

 

 

12,061

 

 

 

4,608

 

Total current liabilities

 

 

1,166,444

 

 

 

1,134,141

 

Senior secured credit facilities, net, excluding current portion

 

 

872,798

 

 

 

1,488,527

 

Senior notes, net

 

 

590,567

 

 

 

-

 

Operating lease liabilities, excluding current portion

 

 

1,005,146

 

 

 

1,047,185

 

Deferred taxes, net

 

 

246,861

 

 

 

234,911

 

Other long-term liabilities

 

 

77,907

 

 

 

104,407

 

Total liabilities

 

 

3,959,723

 

 

 

4,009,171

 

Commitments and contingencies

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

Class A common stock2

 

 

248

 

 

 

244

 

Class B-1 common stock3

 

 

38

 

 

 

38

 

Class B-2 common stock4

 

 

 

 

 

 

Preferred stock5

 

 

 

 

 

 

Additional paid-in-capital

 

 

2,328,170

 

 

 

2,312,354

 

Accumulated deficit

 

 

(1,116,479

)

 

 

(1,139,993

)

Accumulated other comprehensive loss

 

 

(5,050

)

 

 

(8,389

)

Total stockholders’ equity

 

 

1,206,927

 

 

 

1,164,254

 

Total liabilities and stockholders’ equity

 

$

5,166,650

 

 

$

5,173,425

 

 

1.
Allowances for credit losses are $801 and $779, respectively
2.
Class A common stock, $0.001 par value: Authorized - 1.0 billion shares; Issued and outstanding - 248.2 million and 243.7 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

7


 

PETCO HEALTH AND WELLNESS COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited and subject to reclassification)

 

 

 

26 Weeks Ended

 

 

 

August 1,
2026

 

 

August 2,
2025

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

23,514

 

 

$

2,311

 

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

 

 

 

 

 

 

Depreciation and amortization

 

 

99,440

 

 

 

99,171

 

Amortization of debt discounts and issuance costs

 

 

2,689

 

 

 

2,499

 

Provision for deferred taxes

 

 

(1,439

)

 

 

1,113

 

Equity-based compensation

 

 

18,051

 

 

 

18,209

 

Loss on extinguishment and modification of debt

 

 

11,840

 

 

 

 

Income from equity method investees

 

 

(10,756

)

 

 

(8,694

)

Amounts reclassified out of accumulated other comprehensive loss

 

 

(24

)

 

 

(413

)

Non-cash operating lease costs

 

 

206,243

 

 

 

205,005

 

Changes in assets and liabilities:

 

 

 

 

 

 

Receivables

 

 

7,427

 

 

 

5,783

 

Merchandise inventories

 

 

(11,381

)

 

 

44,823

 

Prepaid expenses and other assets

 

 

3,696

 

 

 

(9,487

)

Accounts payable and book overdrafts

 

 

5,084

 

 

 

(69,691

)

Accrued salaries and employee benefits

 

 

(21,628

)

 

 

(26,729

)

Accrued expenses and other liabilities

 

 

20,722

 

 

 

14,508

 

Operating lease liabilities

 

 

(209,279

)

 

 

(206,414

)

Other long-term liabilities

 

 

(13,615

)

 

 

(1,556

)

Net cash provided by operating activities

 

 

130,584

 

 

 

70,438

 

Cash flows from investing activities:

 

 

 

 

 

 

Cash paid for fixed assets

 

 

(69,788

)

 

 

(60,516

)

Insurance recoveries

 

 

422

 

 

 

 

Proceeds from sale of assets

 

 

 

 

 

2,425

 

Cash received from partial surrender of officers' life insurance

 

 

74

 

 

 

 

Net cash used in investing activities

 

 

(69,292

)

 

 

(58,091

)

Cash flows from financing activities:

 

 

 

 

 

 

Borrowings under long-term debt agreements

 

 

1,500,000

 

 

 

 

Repayments of long-term debt

 

 

(1,502,250

)

 

 

 

Debt refinancing costs and original issue discount

 

 

(28,442

)

 

 

 

Payments for finance lease liabilities

 

 

(3,172

)

 

 

(3,252

)

Proceeds from employee stock purchase plan and stock option exercises

 

 

1,923

 

 

 

1,998

 

Tax withholdings on stock-based awards

 

 

(4,261

)

 

 

(3,026

)

Net cash used in financing activities

 

 

(36,202

)

 

 

(4,280

)

 

 

 

 

 

 

Net increase in cash, cash equivalents and restricted cash

 

 

25,090

 

 

 

8,067

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

269,412

 

 

 

181,665

 

Cash, cash equivalents and restricted cash at end of period

 

$

294,502

 

 

$

189,732

 

 

8


 

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.

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 January 31, 2026 filed with the SEC on March 13, 2026 for additional information on Adjusted EBITDA.

The table below reflects the calculation of Adjusted EBITDA for the thirteen and twenty-six weeks ended August 1, 2026 compared to the thirteen and twenty-six weeks ended August 2, 2025.

 

(dollars in thousands)

 

13 Weeks Ended

 

 

26 Weeks Ended

 

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

 

August 1,
2026

 

 

August 2,
2025

 

 

August 1,
2026

 

 

August 2,
2025

 

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

 

$

38,660

 

 

$

13,972

 

 

$

23,514

 

 

$

2,311

 

Add (deduct):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

30,063

 

 

 

32,388

 

 

 

61,351

 

 

 

64,523

 

Income tax (benefit) expense

 

 

(15,710

)

 

 

746

 

 

 

(13,511

)

 

 

1,241

 

Depreciation and amortization

 

 

50,399

 

 

 

49,360

 

 

 

99,440

 

 

 

99,171

 

Income from equity method investees

 

 

(5,201

)

 

 

(4,084

)

 

 

(10,756

)

 

 

(8,694

)

Loss on extinguishment and modification of debt

 

 

 

 

 

 

 

 

11,840

 

 

 

 

Equity-based compensation

 

 

8,600

 

 

 

8,789

 

 

 

18,051

 

 

 

18,209

 

Mexico joint venture EBITDA (1)

 

 

13,139

 

 

 

10,360

 

 

 

26,055

 

 

 

20,558

 

Other costs (2)

 

 

2,269

 

 

 

2,329

 

 

 

3,566

 

 

 

5,990

 

Adjusted EBITDA

 

$

122,219

 

 

$

113,860

 

 

$

219,550

 

 

$

203,309

 

Net sales

 

$

1,489,220

 

 

$

1,488,529

 

 

$

2,985,952

 

 

$

2,981,928

 

Net margin (3)

 

 

2.6

%

 

 

0.9

%

 

 

0.8

%

 

 

0.1

%

Adjusted EBITDA Margin

 

 

8.2

%

 

 

7.6

%

 

 

7.4

%

 

 

6.8

%

 

(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.

9


 

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(in thousands)

 

August 1,
2026

 

 

August 2,
2025

 

 

August 1,
2026

 

 

August 2,
2025

 

Net income

 

$

10,402

 

 

$

8,167

 

 

$

21,506

 

 

$

17,387

 

Depreciation

 

 

8,838

 

 

 

6,793

 

 

 

17,144

 

 

 

13,390

 

Income tax expense

 

 

5,216

 

 

 

3,935

 

 

 

10,410

 

 

 

8,101

 

Foreign currency loss

 

 

326

 

 

 

696

 

 

 

470

 

 

 

404

 

Interest expense, net

 

 

1,496

 

 

 

1,129

 

 

 

2,579

 

 

 

1,833

 

EBITDA

 

$

26,278

 

 

$

20,720

 

 

$

52,109

 

 

$

41,115

 

50% of EBITDA

 

$

13,139

 

 

$

10,360

 

 

$

26,055

 

 

$

20,558

 

 

(2)
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.
(3)
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.

Free Cash Flow

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

The table below reflects the calculation of Free Cash Flow for the thirteen and twenty-six weeks ended August 1, 2026 compared to the thirteen and twenty-six weeks ended August 2, 2025.

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(in thousands)

 

August 1,
2026

 

 

August 2,
2025

 

 

August 1,
2026

 

 

August 2,
2025

 

Net cash provided by operating activities

 

$

161,553

 

 

$

85,892

 

 

$

130,584

 

 

$

70,438

 

Cash paid for fixed assets

 

 

(31,635

)

 

 

(32,104

)

 

 

(69,788

)

 

 

(60,516

)

Free Cash Flow

 

$

129,918

 

 

$

53,788

 

 

$

60,796

 

 

$

9,922

 

 

Net Debt

The table below reflects the calculation for net debt as of August 1, 2026 compared to January 31, 2026 and August 2, 2025.

 

(dollars in thousands)

 

August 1,
2026

 

 

January 31,
2026

 

 

August 2,
2025

 

Total debt:

 

 

 

 

 

 

 

 

 

Senior secured credit facilities, net, including current portion

 

$

881,798

 

 

$

1,488,527

 

 

$

1,580,688

 

Senior notes, net

 

 

590,567

 

 

 

 

 

 

 

Finance leases, including current portion

 

 

7,542

 

 

 

9,683

 

 

 

12,012

 

Total debt

 

 

1,479,907

 

 

 

1,498,210

 

 

 

1,592,700

 

Less: cash and cash equivalents

 

 

(293,498

)

 

 

(256,736

)

 

 

(188,748

)

Net Debt

 

$

1,186,409

 

 

$

1,241,474

 

 

$

1,403,952

 

 

10