Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 30, 2022 | Aug. 30, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jul. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Petco Health and Wellness Company, Inc. | |
Entity Central Index Key | 0001826470 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --01-28 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Class A Common Stock, par value $0.001 per share | |
Trading Symbol | WOOF | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-39878 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-1005932 | |
Entity Address, Address Line One | 10850 Via Frontera | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92127 | |
City Area Code | 858 | |
Local Phone Number | 453-7845 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 227,918,486 | |
Class B-1 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 37,790,781 | |
Class B-2 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 37,790,781 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jul. 30, 2022 | Jan. 29, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 125,187 | $ 211,602 |
Receivables, less allowance for credit losses ($1,393 and $931, respectively) | 44,762 | 55,618 |
Merchandise inventories, net | 723,336 | 675,111 |
Prepaid expenses | 53,955 | 42,355 |
Other current assets | 66,589 | 86,091 |
Total current assets | 1,013,829 | 1,070,777 |
Fixed assets | 1,872,567 | 1,745,691 |
Less accumulated depreciation | (1,101,442) | (1,018,769) |
Fixed assets, net | 771,125 | 726,922 |
Operating lease right-of-use assets | 1,378,947 | 1,338,465 |
Goodwill | 2,186,829 | 2,183,991 |
Trade name | 1,025,000 | 1,025,000 |
Other long-term assets | 166,702 | 152,786 |
Total assets | 6,542,432 | 6,497,941 |
Current liabilities: | ||
Accounts payable and book overdrafts | 416,603 | 403,976 |
Accrued salaries and employee benefits | 104,222 | 150,630 |
Accrued expenses and other liabilities | 220,247 | 210,872 |
Current portion of operating lease liabilities | 272,089 | 265,897 |
Current portion of long-term debt and other lease liabilities | 22,251 | 21,764 |
Total current liabilities | 1,035,412 | 1,053,139 |
Senior secured credit facilities, net, excluding current portion | 1,634,346 | 1,640,390 |
Operating lease liabilities, excluding current portion | 1,135,627 | 1,096,133 |
Deferred taxes, net | 326,739 | 318,355 |
Other long-term liabilities | 131,162 | 134,105 |
Total liabilities | 4,263,286 | 4,242,122 |
Commitments and contingencies (Notes 3 and 6) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value: Authorized - 25.0 million shares; Issued and outstanding - none | ||
Additional paid-in-capital | 2,103,176 | 2,133,821 |
Retained earnings | 180,315 | 142,166 |
Accumulated other comprehensive loss | (4,611) | (2,238) |
Total stockholders’ equity | 2,279,146 | 2,274,014 |
Noncontrolling interest | (18,195) | |
Total equity | 2,279,146 | 2,255,819 |
Total liabilities and equity | 6,542,432 | 6,497,941 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock value | 228 | 227 |
Class B-1 Common Stock | ||
Stockholders' equity: | ||
Common stock value | 38 | 38 |
Class B-2 Common Stock | ||
Stockholders' equity: | ||
Common stock value |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jul. 30, 2022 | Jan. 29, 2022 |
Allowance for credit loss, current | $ 1,393 | $ 931 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares, issued | 227,900,000 | 227,200,000 |
Common stock, shares, outstanding | 227,900,000 | 227,200,000 |
Class B-1 Common Stock | ||
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares, issued | 37,800,000 | 37,800,000 |
Common stock, shares, outstanding | 37,800,000 | 37,800,000 |
Class B-2 Common Stock | ||
Common stock, par value per share | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares, issued | 37,800,000 | 37,800,000 |
Common stock, shares, outstanding | 37,800,000 | 37,800,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2022 | Jul. 31, 2021 | Jul. 30, 2022 | Jul. 31, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,480,797 | $ 1,434,534 | $ 2,956,788 | $ 2,849,528 |
Cost of sales | 886,320 | 835,124 | 1,754,637 | 1,653,133 |
Gross profit | 594,477 | 599,410 | 1,202,151 | 1,196,395 |
Selling, general and administrative expenses | 544,472 | 525,942 | 1,102,207 | 1,075,178 |
Operating income | 50,005 | 73,468 | 99,944 | 121,217 |
Interest income | (137) | (13) | (157) | (34) |
Interest expense | 21,820 | 19,206 | 41,454 | 39,735 |
Loss on extinguishment and modification of debt | 0 | 0 | 0 | 20,838 |
Other non-operating loss (income) | 10,259 | (45,162) | 9,945 | (45,162) |
Income before income taxes and income from equity method investees | 18,063 | 99,437 | 48,702 | 105,840 |
Income tax expense | 6,638 | 27,011 | 16,638 | 29,690 |
Income from equity method investees | (2,031) | (2,429) | (5,194) | (4,854) |
Net income | 13,456 | 74,855 | 37,258 | 81,004 |
Net loss attributable to noncontrolling interest | 0 | (256) | (891) | (1,667) |
Net income attributable to Class A and B-1 common stockholders | $ 13,456 | $ 75,111 | $ 38,149 | $ 82,671 |
Net income per Class A and B-1 common share: | ||||
Basic | $ 0.05 | $ 0.28 | $ 0.14 | $ 0.31 |
Diluted | $ 0.05 | $ 0.28 | $ 0.14 | $ 0.31 |
Weighted average shares used in computing net income per Class A and B-1 common share: | ||||
Basic | 265,431 | 264,216 | 265,241 | 264,216 |
Diluted | 265,835 | 265,217 | 265,777 | 265,123 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2022 | Jul. 31, 2021 | Jul. 30, 2022 | Jul. 31, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income | $ 13,456 | $ 74,855 | $ 37,258 | $ 81,004 |
Net loss attributable to noncontrolling interest | 0 | (256) | (891) | (1,667) |
Net income attributable to Class A and B-1 common stockholders | 13,456 | 75,111 | 38,149 | 82,671 |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustment | (775) | 789 | (2,373) | 3 |
Total other comprehensive (loss) income, net of tax | (775) | 789 | (2,373) | 3 |
Comprehensive income | 12,681 | 75,644 | 34,885 | 81,007 |
Comprehensive loss attributable to noncontrolling interest | (256) | (891) | (1,667) | |
Comprehensive income attributable to Class A and B-1 common stockholders | $ 12,681 | $ 75,900 | $ 35,776 | $ 82,674 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Common Stock Class A Common Stock | Common Stock Class B-1 Common Stock | Common Stock Class B-2 Common Stock | Additional Paid-in Capital | (Accumulated Deficit) Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders'/Members' Equity | Noncontrolling Interest |
Beginning Balance at Jan. 30, 2021 | $ 2,055,265 | $ 264 | $ 2,092,110 | $ (22,251) | $ (1,275) | $ 2,068,848 | $ (13,583) | |||
Beginning Balance (in shares) at Jan. 30, 2021 | 226,424 | 37,791 | 37,791 | |||||||
Equity-based compensation expense (Note 5) | 11,604 | 11,604 | 11,604 | |||||||
Net income | 6,149 | 7,560 | 7,560 | (1,411) | ||||||
Foreign currency translation adjustment, net of tax | (786) | (786) | (786) | |||||||
Issuance of restricted stock awards (in shares) | 55 | |||||||||
Ending Balance at May. 01, 2021 | 2,072,232 | 264 | 2,103,714 | (14,691) | (2,061) | 2,087,226 | (14,994) | |||
Ending Balance (in shares) at May. 01, 2021 | 226,479 | 37,791 | 37,791 | |||||||
Beginning Balance at Jan. 30, 2021 | 2,055,265 | 264 | 2,092,110 | (22,251) | (1,275) | 2,068,848 | (13,583) | |||
Beginning Balance (in shares) at Jan. 30, 2021 | 226,424 | 37,791 | 37,791 | |||||||
Net income | 81,004 | |||||||||
Ending Balance at Jul. 31, 2021 | 2,159,382 | 264 | 2,115,220 | 60,420 | (1,272) | 2,174,632 | (15,250) | |||
Ending Balance (in shares) at Jul. 31, 2021 | 226,491 | 37,791 | 37,791 | |||||||
Beginning Balance at May. 01, 2021 | 2,072,232 | 264 | 2,103,714 | (14,691) | (2,061) | 2,087,226 | (14,994) | |||
Beginning Balance (in shares) at May. 01, 2021 | 226,479 | 37,791 | 37,791 | |||||||
Equity-based compensation expense (Note 5) | 11,506 | 11,506 | 11,506 | |||||||
Net income | 74,855 | 75,111 | 75,111 | (256) | ||||||
Foreign currency translation adjustment, net of tax | 789 | 789 | 789 | |||||||
Issuance of restricted stock awards (in shares) | 12 | |||||||||
Ending Balance at Jul. 31, 2021 | 2,159,382 | 264 | 2,115,220 | 60,420 | (1,272) | 2,174,632 | (15,250) | |||
Ending Balance (in shares) at Jul. 31, 2021 | 226,491 | 37,791 | 37,791 | |||||||
Beginning Balance at Jan. 29, 2022 | 2,255,819 | 265 | 2,133,821 | 142,166 | (2,238) | 2,274,014 | (18,195) | |||
Beginning Balance (in shares) at Jan. 29, 2022 | 227,187 | 37,791 | 37,791 | |||||||
Equity-based compensation expense (Note 5) | 12,055 | 12,055 | 12,055 | |||||||
Net income | 23,802 | 24,693 | 24,693 | (891) | ||||||
Foreign currency translation adjustment, net of tax | (1,598) | (1,598) | (1,598) | |||||||
Issuance of common stock, net of tax withholdings | (2,371) | (2,371) | (2,371) | |||||||
Issuance of common stock, net of tax withholdings (in shares) | 291 | |||||||||
Ending Balance at Apr. 30, 2022 | 2,287,707 | 265 | 2,143,505 | 166,859 | (3,836) | 2,306,793 | (19,086) | |||
Ending Balance (in shares) at Apr. 30, 2022 | 227,478 | 37,791 | 37,791 | |||||||
Beginning Balance at Jan. 29, 2022 | 2,255,819 | 265 | 2,133,821 | 142,166 | (2,238) | 2,274,014 | (18,195) | |||
Beginning Balance (in shares) at Jan. 29, 2022 | 227,187 | 37,791 | 37,791 | |||||||
Net income | 37,258 | |||||||||
Ending Balance at Jul. 30, 2022 | 2,279,146 | 266 | 2,103,176 | 180,315 | (4,611) | 2,279,146 | ||||
Ending Balance (in shares) at Jul. 30, 2022 | 227,909 | 37,791 | 37,791 | |||||||
Beginning Balance at Apr. 30, 2022 | 2,287,707 | 265 | 2,143,505 | 166,859 | (3,836) | 2,306,793 | (19,086) | |||
Beginning Balance (in shares) at Apr. 30, 2022 | 227,478 | 37,791 | 37,791 | |||||||
Equity-based compensation expense (Note 5) | 13,422 | 13,422 | 13,422 | |||||||
Net income | 13,456 | 13,456 | 13,456 | |||||||
Foreign currency translation adjustment, net of tax | (775) | (775) | (775) | |||||||
Investment in veterinary joint venture(Note 1) | (35,000) | (54,086) | (54,086) | $ 19,086 | ||||||
Issuance of common stock, net of tax withholdings | 336 | 1 | 335 | 336 | ||||||
Issuance of common stock, net of tax withholdings (in shares) | 431 | |||||||||
Ending Balance at Jul. 30, 2022 | $ 2,279,146 | $ 266 | $ 2,103,176 | $ 180,315 | $ (4,611) | $ 2,279,146 | ||||
Ending Balance (in shares) at Jul. 30, 2022 | 227,909 | 37,791 | 37,791 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 30, 2022 | Jul. 31, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 37,258 | $ 81,004 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 95,570 | 82,845 |
Amortization of debt discounts and issuance costs | 2,456 | 3,369 |
Provision for deferred taxes | 9,216 | 12,691 |
Equity-based compensation | 25,117 | 23,110 |
Impairments, write-offs and losses on sale of fixed and other assets | 1,369 | 2,690 |
Loss on extinguishment and modification of debt | 0 | 20,838 |
Income from equity method investees | (5,194) | (4,854) |
Non-cash operating lease costs | 210,946 | 210,490 |
Other non-operating loss (income) | 9,945 | (45,162) |
Changes in assets and liabilities: | ||
Receivables | 10,856 | 1,937 |
Merchandise inventories | (48,225) | (89,784) |
Prepaid expenses and other assets | (21,932) | 3,294 |
Accounts payable and book overdrafts | 12,626 | 74,466 |
Accrued salaries and employee benefits | (37,345) | (6,017) |
Accrued expenses and other liabilities | 5,148 | 51,145 |
Operating lease liabilities | (205,884) | (220,655) |
Other long-term liabilities | (1,839) | 997 |
Net cash provided by operating activities | 100,088 | 202,404 |
Cash flows from investing activities: | ||
Cash paid for fixed assets | (136,190) | (99,883) |
Cash paid for acquisitions, net of cash acquired | (2,888) | (2,807) |
Cash paid for interest in veterinary joint venture | (35,000) | 0 |
Proceeds from sale of assets | 2,127 | 105 |
Net cash used in investing activities | (171,951) | (102,585) |
Cash flows from financing activities: | ||
Borrowings under long-term debt agreements | 4,000 | 1,700,000 |
Repayments of long-term debt | (12,500) | (1,682,361) |
Debt refinancing costs | 0 | (24,665) |
Payments for finance lease liabilities | (2,964) | (2,044) |
Proceeds from employee stock purchase plan and stock option exercises | 2,591 | 1,721 |
Tax withholdings on stock-based awards | (13,461) | 0 |
Payment of offering costs | 0 | (3,844) |
Net cash used in financing activities | (22,334) | (11,193) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (94,197) | 88,626 |
Cash, cash equivalents and restricted cash at beginning of year | 221,890 | 119,540 |
Cash, cash equivalents and restricted cash at end of year | 127,693 | 208,166 |
Supplemental cash flow disclosures: | ||
Interest paid, net | 35,631 | 29,463 |
Capitalized interest | 371 | 181 |
Income taxes paid | 5,461 | 5,195 |
Supplemental non-cash investing and financing activities disclosure: | ||
Accounts payable and accrued expenses for capital expenditures | $ 41,343 | $ 28,105 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of Presentation Petco Health and Wellness Company, Inc. (together with its consolidated subsidiaries, the “Company”) is a category-defining health and wellness company focused on improving the lives of pets, pet parents, and its own partners. The Company manages its business as one reportable operating segment. In the opinion of management, the accompanying consolidated financial statements contain all adjustments necessary for a fair presentation as prescribed by accounting principles generally accepted in the United States (“GAAP”). All adjustments were comprised of normal recurring adjustments, except as noted in these Notes to Consolidated Financial Statements. There have been no significant changes from the significant accounting policies disclosed in Note 1 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2022 The accompanying consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Interim financial results are not necessarily indicative of results anticipated for the full year. The accompanying consolidated financial statements and these Notes to Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2022, from which the prior year balance sheet information herein was derived. Veterinary Joint Venture The Company previously held a 50% investment in a joint venture with a domestic partner to build and operate veterinary clinics in Petco locations. The joint venture was a variable interest entity for which the Company was the primary beneficiary, and accordingly, the joint venture’s results of operations and statements of financial position are included in the Company’s consolidated financial statements. In May 2022, the Company completed the purchase of the remaining 50% of the issued and outstanding membership interests of the joint venture, which is now a wholly owned subsidiary of the Company, for cash consideration of $35.0 million. Direct transaction costs related to this purchase were not material. Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates are based on information that is currently available and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could vary from those estimates under different assumptions or conditions. Cash and Cash Equivalents The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets to the total amounts reported in the consolidated statements of cash flows (in thousands). July 30, 2022 January 29, 2022 Cash and cash equivalents $ 125,187 $ 211,602 Restricted cash included in other current assets 2,506 10,288 Total cash, cash equivalents and restricted cash in the statement of cash flows $ 127,693 $ 221,890 Recent Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2020-04 – Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions affected by the anticipated transition from LIBOR. As a result of the reference rate reform initiative, certain widely used reference rates such as LIBOR are expected to be discontinued. The guidance is designed to simplify how entities account for contracts, such as receivables, debt, leases, derivative instruments and hedging, that are modified to replace LIBOR or other benchmark interest rates with new rates. The guidance is effective upon issuance and may be applied through December 31, 2022. The Company is currently evaluating the impact of this accounting standard, but does not expect it to have a material impact on the consolidated financial statements and related disclosures. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jul. 30, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 2. Revenue Recognition Net sales by product type and services were as follows (in thousands): Thirteen weeks ended Twenty-six weeks ended July 30, 2022 July 31, 2021 July 30, 2022 July 31, 2021 Consumables $ 687,068 $ 611,946 $ 1,372,998 $ 1,207,078 Supplies and companion animals 600,711 663,572 1,199,890 1,321,744 Services and other 193,018 159,016 383,900 320,706 Net sales $ 1,480,797 $ 1,434,534 $ 2,956,788 $ 2,849,528 |
Senior Secured Credit Facilitie
Senior Secured Credit Facilities | 6 Months Ended |
Jul. 30, 2022 | |
Debt Disclosure [Abstract] | |
Senior Secured Credit Facilities | 3. Senior Secured Credit Facilities The Company previously had a senior secured term loan facility (the “Amended Term Loan Facility”), which was fully repaid on March 4, 2021, and a senior secured asset-based revolving credit facility (the “Amended Revolving Credit Facility”), which was terminated on March 4, 2021. On March 4, 2021, the Company entered into a $1,700.0 million secured term loan facility maturing on March 4, 2028 (the “First Lien Term Loan”) and a secured asset-based revolving credit facility with availability of up to $500.0 million, subject to a borrowing base, maturing on March 4, 2026 (the “ABL Revolving Credit Facility”). As of July 30, 2022, the Company was in compliance with its covenants under the First Lien Term Loan and the ABL Revolving Credit Facility. Term Loan Facilities On March 4, 2021, the Company entered into the First Lien Term Loan and repaid all outstanding principal and interest on the Amended Term Loan Facility. Interest on 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 and interest payments commenced on June 30, 2021 . Principal payments are $ 4.25 million quarterly. In connection with the March 4, 2021 transaction described above, the Company recognized a loss on debt extinguishment and modification of $19.6 million on the term loan facilities, which consisted of a $6.5 million write-off of unamortized debt discount and issuance costs on the Amended Term Loan Facility and $13.1 million of third-party expenses. Fees relating to the Company’s entry into the First Lien Term Loan consisted of arranger fees and other third-party expenses. Of those fees, $3.2 million was capitalized as debt issuance costs, along with $4.3 million of original issue discount. The remaining portion of original issue discount and debt issuance costs of the Amended Term Loan Facility previously capitalized is being amortized over the contractual term of the First Lien Term Loan to interest expense using the effective interest rate in effect on the date of issuance, as these amounts represent the portion that was not substantially modified. As of July 30, 2022, the outstanding principal balance of the First Lien Term Loan was $1,678.8 million ($1,655.5 million, net of the unamortized discount and debt issuance costs). As of January 29, 2022, the outstanding principal balance of the First Lien Term Loan was $1,687.3 million ($1,662.1 million, net of the unamortized discount and debt issuance costs). The weighted average interest rate on the borrowings outstanding was 5.6% and 4.1% as of July 30, 2022 and January 29, 2022, respectively. Debt issuance costs are being amortized over the contractual term to interest expense using the effective interest rate in effect at issuance. As of July 30, 2022 and January 29, 2022, the estimated fair value of the First Lien Term Loan was approximately $1,624.2 million and $1,687.3 million, respectively, based upon Level 2 fair value hierarchy inputs. Revolving Credit Facilities On March 4, 2021, the Company entered into the ABL Revolving Credit Facility and terminated the Amended Revolving Credit Facility. The ABL Revolving Credit Facility has availability up to $500.0 million, subject to a borrowing base. Fees relating to the Company’s entry into the ABL Revolving Credit Facility consisted of arranger fees and other third-party expenses. Of those fees, $4.1 million was capitalized as debt issuance costs. Unamortized debt issuance costs of $1.2 million were written off and recognized as a loss on debt extinguishment and modification in connection with this transaction. The remaining portion of debt issuance costs of the Amended Revolving Credit Facility previously capitalized is being amortized over the contractual term of the ABL Revolving Credit Facility as these amounts represent the portion that was not substantially modified. As of July 30, 2022 and January 29, 2022, no amounts were outstanding under the ABL Revolving Credit Facility. At July 30, 2022, $443.9 million was available under the ABL Revolving Credit Facility, which is net of $56.1 million of outstanding letters of credit issued in the normal course of business and no borrowing base reduction for a shortfall in qualifying assets. Unamortized debt issuance costs of $4.2 million relating to the ABL Revolving Credit Facility were outstanding and were being amortized using the straight-line method over the remaining term of the agreement as of July 30, 2022. Unamortized debt issuance costs of $4.7 million relating to the ABL Revolving Credit Facility were outstanding and were being amortized using the straight-line method over the remaining term of the agreement as of January 29, 2022. The ABL Revolving Credit Facility has availability up to $500.0 million and a $150.0 million letter of credit sub-facility. The availability is limited to a borrowing base, which allows borrowings of up to 90% of eligible accounts receivable plus 90% of the net orderly liquidation value of eligible inventory plus up to $50.0 million of qualified cash of the Company to which the Company and guarantors have no access, less reserves as determined by the administrative agent. Letters of credit reduce the amount available to borrow under the ABL Revolving Credit Facility by their face value. Interest on the ABL Revolving Credit Facility is based on, at the Company’s option, either the base rate or Adjusted LIBOR subject to a floor of 0%, in either case, plus an applicable margin. The applicable margin is currently equal to 25 basis points in the case of base rate loans and 125 basis points in the case of Adjusted LIBOR loans. The applicable margin is adjusted quarterly based on the average historical excess availability as a percentage of the Line Cap, which represents the lesser of the aggregate ABL Revolving Credit Facility and the borrowing base, as follows: Average Historical Excess Availability Applicable Margin for Adjusted LIBOR Loans Applicable Margin for Base Rate Loans Less than 33.3% of the Line Cap 1.75 % 0.75 % Less than 66.7% but greater than or equal to 33.3% of the Line Cap 1.50 % 0.50 % Greater than or equal to 66.7% of the Line Cap 1.25 % 0.25 % The ABL Revolving Credit Facility is subject to an unused commitment fee. If the actual daily utilized portion exceeds 50%, the unused commitment fee is 0.25%. Otherwise, the unused commitment fee is 0.375% and is not dependent upon excess availability. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements Assets and Liabilities Measured on a Recurring Basis The following table presents information about assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value (in thousands): July 30, 2022 Level 1 Level 2 Level 3 Assets (liabilities): Money market mutual funds $ 60,418 $ — $ — Investments of officers' life insurance $ — $ 13,210 $ — Non-qualified deferred compensation plan $ — $ (18,206 ) $ — Investment in Rover Group, Inc. $ 22,874 $ — $ — January 29, 2022 Level 1 Level 2 Level 3 Assets (liabilities): Money market mutual funds $ 167,277 $ — $ — Investments of officers' life insurance $ — $ 14,575 $ — Non-qualified deferred compensation plan $ — $ (17,453 ) $ — Investment in Rover Group, Inc. $ 32,819 $ — $ — The fair value of money market mutual funds is based on quoted market prices, such as quoted net asset values published by the fund as supported in an active market. Money market mutual funds included in the Company’s cash and cash equivalents were $59.5 million and $158.0 million as of July 30, 2022 and January 29, 2022, respectively. Also included in the Company’s money market mutual funds balances were $0.9 million and $9.3 million as of July 30, 2022 and January 29, 2022, respectively, which relate to the Company’s restricted cash, and are included in other current assets in the consolidated balance sheets. The Company maintains a deferred compensation plan for key executives and other members of management, which is funded by investments in officers’ life insurance. The fair value of this obligation is based on participants’ elected investments, which reflect the closing market prices of similar assets. The Company previously held an equity investment, in the form of multiple series of preferred stock, in A Place for Rover, Inc., an online marketplace for pet care, which was historically accounted for as an equity security without a readily determinable fair value. In July 2021, A Place for Rover, Inc. completed a business combination with Nebula Caravel Acquisition Corp., a publicly-traded special purpose acquisition company. The combined entity was renamed to Rover Group, Inc. (“Rover”), and the Company’s equity investment was converted into shares of Rover Class A common stock. In September 2021, the Company received additional shares of Rover Class A common stock in accordance with certain earnout provisions from the July 2021 business combination. The Company now remeasures the fair value of its investment on a quarterly basis, and the resulting gains or losses are included in other non-operating income in the consolidated statements of operations. On November 23, 2021 , the Company completed the sale of approximately 11 % of its Rover Class A common stock for net proceeds of $ 6.1 million in cash as part of its participation in an underwritten secondary offering by certain Rover shareholders. In February 2022, the Company amended a collaboration agreement with a vendor, and as part of the amendment the Company was granted a right to receive equity and warrants for common shares of the vendor that is subject to certain performance conditions and other contingencies. The Company evaluated the agreement under FASB Accounting Standards Codification 705-20, Consideration Received from a Vendor, and no material consideration was recognized during the twenty-six week period ended July 30, 2022. Assets Measured on a Non-Recurring Basis The Company’s non-financial assets, which primarily consist of goodwill, other intangible assets, fixed assets and equity and other investments, are reported at carrying value, or at fair value as of the date of the Company’s acquisition of Petco Holdings, Inc. LLC on January 26, 2016, and are not required to be measured at fair value on a recurring basis. However, on a periodic basis (at least annually for goodwill and indefinite-lived intangibles or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable), non-financial assets are assessed for impairment. If impaired, the carrying values of the assets are written down to fair value using Level 3 inputs. There were no triggering events identified and no indication of impairment of the Company’s goodwill, indefinite-lived trade name, other intangible assets or equity and other investments during the thirteen or twenty-six week periods ended July 30, 2022 and July 31, 2021. During the thirteen and twenty-six week periods ended July 30, 2022, the Company recorded fixed asset and right-of-use asset impairment charges of $0.2 million and $1.0 million, respectively. During the thirteen and twenty-six week periods ended July 31, 2021, the Company recorded fixed asset and right-of-use asset impairment charges of $1.4 million and $2.5 million, respectively. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jul. 30, 2022 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 5. Stockholders’ Equity Equity-Based Compensation Equity-based compensation awards under the Company’s current incentive plan The Company’s controlling parent, Scooby LP, also maintains an incentive plan (the “2016 Incentive Plan”) under which it has awarded partnership unit awards to certain current and former employees, consultants, and non-employee directors of the Company that are restricted profit interests in Scooby LP subject to a distribution threshold (“Series C Units”) The following table summarizes the Company’s equity-based compensation expense by award type (in thousands): Thirteen weeks ended Twenty-six weeks ended July 30, 2022 July 31, 2021 July 30, 2022 July 31, 2021 RSUs and RSAs $ 8,690 $ 6,353 $ 15,157 $ 12,825 Options 2,038 2,045 3,846 4,137 ESPP 315 317 612 390 Other awards 1,852 2,791 5,502 5,758 Total equity-based compensation expense $ 12,895 $ 11,506 $ 25,117 $ 23,110 Activity under the 2021 Equity Incentive Plan was as follows (shares and dollars in thousands): RSUs and RSAs Options Nonvested/outstanding, January 29, 2022 2,587 3,327 Granted 4,470 503 Vested and delivered/exercised (986 ) (45 ) Forfeited/expired (431 ) (266 ) Nonvested/outstanding, July 30, 2022 5,640 3,519 Unrecognized compensation expense as of July 30, 2022 $ 90,555 $ 13,866 Weighted average remaining expense period as of July 30, 2022 2.4 Years 1.9 Years RSA activity has not been material and relates to an RSA of Class A common stock granted to an executive in March 2021. For this grant, 50% of the RSA becomes vested on each of the first two anniversaries of the grant date. Unvested RSAs are not considered participating securities for earnings per share purposes, as any related dividends are forfeitable. The ESPP allows eligible employees to contribute up to 15% of their base earnings towards purchases of Class A common stock, subject to an annual maximum. The purchase price will be 85% of the lower of (i) the fair market value of the stock on the associated lookback date and (ii) the fair market value of the stock on the last day of the related purchase period. Series C Unit activity under the 2016 Incentive Plan was as follows (in thousands): Units Outstanding, January 29, 2022 207,178 Granted — Forfeited (4,685 ) Outstanding, July 30, 2022 202,493 Vested, July 30, 2022 142,540 No additional Series C Units have been or will be awarded following the Company’s initial public offering. As of July 30, 2022, unrecognized compensation expense related to the unvested portion of Scooby LP’s Series C Units was $13.2 million, which is expected to be recognized over a weighted average period of 1.7 Earnings (Loss) Per Share Potentially dilutive securities include potential Class A common shares related to outstanding stock options, unvested RSUs and RSAs, and the ESPP, calculated using the treasury stock method. The calculation of diluted shares outstanding excludes securities where the combination of the exercise or purchase price (in the case of options and the ESPP) and the associated unrecognized compensation expense is greater than the average market price of Class A common shares because the inclusion of these securities would be anti-dilutive. There were approximately 5.3 million and 3.4 million potential shares that were anti-dilutive and excluded from the computation of diluted shares outstanding during the twenty-six weeks ended July 30, 2022 and July 31, 2021, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies The Company is involved in legal proceedings and is subject to other claims and litigation, in each case, arising in the ordinary course of its business. The Company has made accruals with respect to certain of these matters, where appropriate, which are reflected in the Company’s consolidated financial statements but are not, individually or in the aggregate, considered material. For other matters, the Company has not made accruals because management has not yet determined that a loss is probable or because the amount of loss cannot be reasonably estimated. While the ultimate outcome of the matters cannot be determined, the Company currently does not expect that these matters will have a material adverse effect on its consolidated financial statements. The outcome of any litigation is inherently uncertain, however, and if decided adversely to the Company, or if the Company determines that settlement of particular litigation is appropriate, the Company may be subject to liability that could have a material adverse effect on its consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Petco Health and Wellness Company, Inc. (together with its consolidated subsidiaries, the “Company”) is a category-defining health and wellness company focused on improving the lives of pets, pet parents, and its own partners. The Company manages its business as one reportable operating segment. In the opinion of management, the accompanying consolidated financial statements contain all adjustments necessary for a fair presentation as prescribed by accounting principles generally accepted in the United States (“GAAP”). All adjustments were comprised of normal recurring adjustments, except as noted in these Notes to Consolidated Financial Statements. There have been no significant changes from the significant accounting policies disclosed in Note 1 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2022 The accompanying consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Interim financial results are not necessarily indicative of results anticipated for the full year. The accompanying consolidated financial statements and these Notes to Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2022, from which the prior year balance sheet information herein was derived. |
Veterinary Joint Venture | Veterinary Joint Venture The Company previously held a 50% investment in a joint venture with a domestic partner to build and operate veterinary clinics in Petco locations. The joint venture was a variable interest entity for which the Company was the primary beneficiary, and accordingly, the joint venture’s results of operations and statements of financial position are included in the Company’s consolidated financial statements. In May 2022, the Company completed the purchase of the remaining 50% of the issued and outstanding membership interests of the joint venture, which is now a wholly owned subsidiary of the Company, for cash consideration of $35.0 million. Direct transaction costs related to this purchase were not material. |
Use of Estimates | Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates are based on information that is currently available and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could vary from those estimates under different assumptions or conditions. |
Cash and Cash Equivalents | Cash and Cash Equivalents The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets to the total amounts reported in the consolidated statements of cash flows (in thousands). July 30, 2022 January 29, 2022 Cash and cash equivalents $ 125,187 $ 211,602 Restricted cash included in other current assets 2,506 10,288 Total cash, cash equivalents and restricted cash in the statement of cash flows $ 127,693 $ 221,890 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2020-04 – Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions affected by the anticipated transition from LIBOR. As a result of the reference rate reform initiative, certain widely used reference rates such as LIBOR are expected to be discontinued. The guidance is designed to simplify how entities account for contracts, such as receivables, debt, leases, derivative instruments and hedging, that are modified to replace LIBOR or other benchmark interest rates with new rates. The guidance is effective upon issuance and may be applied through December 31, 2022. The Company is currently evaluating the impact of this accounting standard, but does not expect it to have a material impact on the consolidated financial statements and related disclosures. |
Goodwill and Intangible Assets Impairment | The Company’s non-financial assets, which primarily consist of goodwill, other intangible assets, fixed assets and equity and other investments, are reported at carrying value, or at fair value as of the date of the Company’s acquisition of Petco Holdings, Inc. LLC on January 26, 2016, and are not required to be measured at fair value on a recurring basis. However, on a periodic basis (at least annually for goodwill and indefinite-lived intangibles or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable), non-financial assets are assessed for impairment. If impaired, the carrying values of the assets are written down to fair value using Level 3 inputs. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Potentially dilutive securities include potential Class A common shares related to outstanding stock options, unvested RSUs and RSAs, and the ESPP, calculated using the treasury stock method. The calculation of diluted shares outstanding excludes securities where the combination of the exercise or purchase price (in the case of options and the ESPP) and the associated unrecognized compensation expense is greater than the average market price of Class A common shares because the inclusion of these securities would be anti-dilutive. |
Litigation | The Company is involved in legal proceedings and is subject to other claims and litigation, in each case, arising in the ordinary course of its business. The Company has made accruals with respect to certain of these matters, where appropriate, which are reflected in the Company’s consolidated financial statements but are not, individually or in the aggregate, considered material. For other matters, the Company has not made accruals because management has not yet determined that a loss is probable or because the amount of loss cannot be reasonably estimated. While the ultimate outcome of the matters cannot be determined, the Company currently does not expect that these matters will have a material adverse effect on its consolidated financial statements. The outcome of any litigation is inherently uncertain, however, and if decided adversely to the Company, or if the Company determines that settlement of particular litigation is appropriate, the Company may be subject to liability that could have a material adverse effect on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jul. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets to the total amounts reported in the consolidated statements of cash flows (in thousands). July 30, 2022 January 29, 2022 Cash and cash equivalents $ 125,187 $ 211,602 Restricted cash included in other current assets 2,506 10,288 Total cash, cash equivalents and restricted cash in the statement of cash flows $ 127,693 $ 221,890 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jul. 30, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Net Sales by Product Type and Services | Net sales by product type and services were as follows (in thousands): Thirteen weeks ended Twenty-six weeks ended July 30, 2022 July 31, 2021 July 30, 2022 July 31, 2021 Consumables $ 687,068 $ 611,946 $ 1,372,998 $ 1,207,078 Supplies and companion animals 600,711 663,572 1,199,890 1,321,744 Services and other 193,018 159,016 383,900 320,706 Net sales $ 1,480,797 $ 1,434,534 $ 2,956,788 $ 2,849,528 |
Senior Secured Credit Facilit_2
Senior Secured Credit Facilities (Tables) | 6 Months Ended |
Jul. 30, 2022 | |
Debt Disclosure [Abstract] | |
Applicable Margin for Adjusted LIBOR Loans and Base Rate Loans based on Average Historical Excess Availability | The applicable margin is adjusted quarterly based on the average historical excess availability as a percentage of the Line Cap, which represents the lesser of the aggregate ABL Revolving Credit Facility and the borrowing base, as follows: Average Historical Excess Availability Applicable Margin for Adjusted LIBOR Loans Applicable Margin for Base Rate Loans Less than 33.3% of the Line Cap 1.75 % 0.75 % Less than 66.7% but greater than or equal to 33.3% of the Line Cap 1.50 % 0.50 % Greater than or equal to 66.7% of the Line Cap 1.25 % 0.25 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value (in thousands): July 30, 2022 Level 1 Level 2 Level 3 Assets (liabilities): Money market mutual funds $ 60,418 $ — $ — Investments of officers' life insurance $ — $ 13,210 $ — Non-qualified deferred compensation plan $ — $ (18,206 ) $ — Investment in Rover Group, Inc. $ 22,874 $ — $ — January 29, 2022 Level 1 Level 2 Level 3 Assets (liabilities): Money market mutual funds $ 167,277 $ — $ — Investments of officers' life insurance $ — $ 14,575 $ — Non-qualified deferred compensation plan $ — $ (17,453 ) $ — Investment in Rover Group, Inc. $ 32,819 $ — $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jul. 30, 2022 | |
Stockholders Equity Note [Abstract] | |
Summary of Equity-based Compensation Expense by Award Type | The following table summarizes the Company’s equity-based compensation expense by award type (in thousands): Thirteen weeks ended Twenty-six weeks ended July 30, 2022 July 31, 2021 July 30, 2022 July 31, 2021 RSUs and RSAs $ 8,690 $ 6,353 $ 15,157 $ 12,825 Options 2,038 2,045 3,846 4,137 ESPP 315 317 612 390 Other awards 1,852 2,791 5,502 5,758 Total equity-based compensation expense $ 12,895 $ 11,506 $ 25,117 $ 23,110 |
Schedule of Nonvested Share Activity | Activity under the 2021 Equity Incentive Plan was as follows (shares and dollars in thousands): RSUs and RSAs Options Nonvested/outstanding, January 29, 2022 2,587 3,327 Granted 4,470 503 Vested and delivered/exercised (986 ) (45 ) Forfeited/expired (431 ) (266 ) Nonvested/outstanding, July 30, 2022 5,640 3,519 Unrecognized compensation expense as of July 30, 2022 $ 90,555 $ 13,866 Weighted average remaining expense period as of July 30, 2022 2.4 Years 1.9 Years |
Schedule of Series C Unit Activity Under 2016 Incentive Plan | Series C Unit activity under the 2016 Incentive Plan was as follows (in thousands): Units Outstanding, January 29, 2022 207,178 Granted — Forfeited (4,685 ) Outstanding, July 30, 2022 202,493 Vested, July 30, 2022 142,540 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions | 1 Months Ended | 6 Months Ended |
May 31, 2022 USD ($) | Jul. 30, 2022 Segment | |
Summary Of Significant Accounting Policies [Line Items] | ||
Number of reportable segments | 1 | |
Number of operating segments | 1 | |
Variable Interest Entities, Primary Beneficiary | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Ownership percentage | 50% | |
Percentage of remaining ownership interest purchased in variable interest entity | 50% | |
Cash consideration | $ | $ 35 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jul. 30, 2022 | Jan. 29, 2022 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 125,187 | $ 211,602 |
Restricted cash included in other current assets | $ 2,506 | $ 10,288 |
Restricted Cash and Cash Equivalents, Asset, Statement of Financial Position [Extensible List] | Other current assets | Other current assets |
Total cash, cash equivalents and restricted cash in the statement of cash flows | $ 127,693 | $ 221,890 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Net Sales by Product Type and Services (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2022 | Jul. 31, 2021 | Jul. 30, 2022 | Jul. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Net sales | $ 1,480,797 | $ 1,434,534 | $ 2,956,788 | $ 2,849,528 |
Consumables | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net sales | 687,068 | 611,946 | 1,372,998 | 1,207,078 |
Supplies and companion animals | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net sales | 600,711 | 663,572 | 1,199,890 | 1,321,744 |
Services and other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net sales | $ 193,018 | $ 159,016 | $ 383,900 | $ 320,706 |
Senior Secured Credit Facilit_3
Senior Secured Credit Facilities - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Mar. 04, 2021 | Jul. 30, 2022 | Jul. 31, 2021 | Jul. 30, 2022 | Jul. 31, 2021 | Jan. 29, 2022 | |
Line Of Credit Facility [Line Items] | ||||||
Credit facility, covenant compliance | the Company was in compliance with its covenants under the First Lien Term Loan and the ABL Revolving Credit Facility. | |||||
Loss on debt extinguishment | $ 0 | $ 0 | $ 0 | $ (20,838,000) | ||
Letter of credit sub facility | 150,000,000 | $ 150,000,000 | ||||
Maximum borrowing capacity of eligible accounts receivable in percentage | 90% | |||||
Borrowing capacity of net orderly liquidation value of eligible inventory in percentage | 90% | |||||
Qualified cash | 50,000,000 | $ 50,000,000 | ||||
Amended Term Loan Facility | ||||||
Line Of Credit Facility [Line Items] | ||||||
Credit facility, maturity date | Mar. 04, 2021 | |||||
Loss on debt extinguishment | $ (19,600,000) | |||||
Write-off of unamortized debt discount and issuance costs | 6,500,000 | |||||
Debt issuance cost related to third party expenses | $ 13,100,000 | |||||
Outstanding principal balance, gross | $ 1,687,300,000 | |||||
Outstanding principal balance, net of unamortized discount and debt issuance costs | $ 1,662,100,000 | |||||
Weighted average interest rate | 4.10% | |||||
Amended Term Loan Facility | Level 2 | ||||||
Line Of Credit Facility [Line Items] | ||||||
Estimated fair value of credit facility | $ 1,687,300,000 | |||||
First Lien Term Loan | ||||||
Line Of Credit Facility [Line Items] | ||||||
Credit facility, initiation date | Mar. 04, 2021 | |||||
Borrowings under credit facility | $ 1,700,000,000 | |||||
Credit facility, maturity date | Mar. 04, 2028 | |||||
Debt instrument floor rate | 0.75% | |||||
Quarterly principal payments | $ 4,250,000 | |||||
Principal and interest payments commencement date | Jun. 30, 2021 | |||||
Arranger fees and other third party expenses capitalized as debt issuance costs | $ 3,200,000 | |||||
Debt original issue discount | $ 4,300,000 | |||||
Outstanding principal balance, gross | 1,678,800,000 | 1,678,800,000 | ||||
Outstanding principal balance, net of unamortized discount and debt issuance costs | $ 1,655,500,000 | $ 1,655,500,000 | ||||
Weighted average interest rate | 5.60% | 5.60% | ||||
First Lien Term Loan | Level 2 | ||||||
Line Of Credit Facility [Line Items] | ||||||
Estimated fair value of credit facility | $ 1,624,200,000 | $ 1,624,200,000 | ||||
First Lien Term Loan | Base Rate | ||||||
Line Of Credit Facility [Line Items] | ||||||
Debt instrument basis spread on variable rate | 0.50% | |||||
Applicable annual rate | 2.25% | |||||
First Lien Term Loan | Adjusted LIBOR | ||||||
Line Of Credit Facility [Line Items] | ||||||
Debt instrument basis spread on variable rate | 1% | |||||
Applicable annual rate | 3.25% | |||||
Amended Revolving Credit Facility | ||||||
Line Of Credit Facility [Line Items] | ||||||
Credit facility, maturity date | Mar. 04, 2021 | |||||
Outstanding principal balance, net of unamortized discount and debt issuance costs | 0 | |||||
Unamortized debt issuance costs | $ 4,700,000 | |||||
ABL Revolving Credit Facility | ||||||
Line Of Credit Facility [Line Items] | ||||||
Credit facility, initiation date | Mar. 04, 2021 | |||||
Borrowings under credit facility | $ 500,000,000 | |||||
Credit facility, maturity date | Mar. 04, 2026 | |||||
Debt instrument floor rate | 0% | |||||
Arranger fees and other third party expenses capitalized as debt issuance costs | $ 4,100,000 | |||||
Outstanding principal balance, net of unamortized discount and debt issuance costs | 0 | $ 0 | ||||
Unamortized debt issuance costs | $ 1,200,000 | 4,200,000 | 4,200,000 | |||
Borrowings available under credit facility | 443,900,000 | 443,900,000 | ||||
Outstanding letters of credit | 56,100,000 | 56,100,000 | ||||
Borrowings base reduction | $ 0 | 0 | ||||
Maximum borrowing capacity | $ 500,000,000 | |||||
Line of credit facility, unused commitment fee percentage | 0.375% | |||||
ABL Revolving Credit Facility | Actual Daily Utilized Portion Exceeds 50% | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, unused commitment fee percentage | 0.25% | |||||
ABL Revolving Credit Facility | Base Rate | ||||||
Line Of Credit Facility [Line Items] | ||||||
Debt instrument basis spread on variable rate | 0.25% | |||||
ABL Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||
Line Of Credit Facility [Line Items] | ||||||
Debt instrument basis spread on variable rate | 1.25% |
Senior Secured Credit Facilit_4
Senior Secured Credit Facilities - Applicable Margin for Adjusted LIBOR Loans and Base Rate Loans based on Average Historical Excess Availability (Details) - ABL Revolving Credit Facility | 6 Months Ended |
Jul. 30, 2022 | |
Applicable Margin for Adjusted LIBOR Loans | |
Line Of Credit Facility [Line Items] | |
Applicable Margin Rate for Loans based on Average Historical Excess Availability | 1.25% |
Applicable Margin for Adjusted LIBOR Loans | Less than 33.3% of the Line Cap | |
Line Of Credit Facility [Line Items] | |
Applicable Margin Rate for Loans based on Average Historical Excess Availability | 1.75% |
Applicable Margin for Adjusted LIBOR Loans | Less than 66.7% but Greater than or Equal to 33.3% of the Line Cap | |
Line Of Credit Facility [Line Items] | |
Applicable Margin Rate for Loans based on Average Historical Excess Availability | 1.50% |
Applicable Margin for Adjusted LIBOR Loans | Greater than or Equal to 66.7% of the Line Cap | |
Line Of Credit Facility [Line Items] | |
Applicable Margin Rate for Loans based on Average Historical Excess Availability | 1.25% |
Applicable Margin for Base Rate Loans | |
Line Of Credit Facility [Line Items] | |
Applicable Margin Rate for Loans based on Average Historical Excess Availability | 0.25% |
Applicable Margin for Base Rate Loans | Less than 33.3% of the Line Cap | |
Line Of Credit Facility [Line Items] | |
Applicable Margin Rate for Loans based on Average Historical Excess Availability | 0.75% |
Applicable Margin for Base Rate Loans | Less than 66.7% but Greater than or Equal to 33.3% of the Line Cap | |
Line Of Credit Facility [Line Items] | |
Applicable Margin Rate for Loans based on Average Historical Excess Availability | 0.50% |
Applicable Margin for Base Rate Loans | Greater than or Equal to 66.7% of the Line Cap | |
Line Of Credit Facility [Line Items] | |
Applicable Margin Rate for Loans based on Average Historical Excess Availability | 0.25% |
Senior Secured Credit Facilit_5
Senior Secured Credit Facilities - Applicable Margin for Adjusted LIBOR Loans and Base Rate Loans based on Average Historical Excess Availability (Parenthetical) (Details) - ABL Revolving Credit Facility | 6 Months Ended |
Jul. 30, 2022 | |
Less than 33.3% of the Line Cap | Applicable Margin for Adjusted LIBOR Loans | Maximum | |
Line Of Credit Facility [Line Items] | |
Percentage of average historical excess availability of loans | 33.30% |
Less than 33.3% of the Line Cap | Applicable Margin for Base Rate Loans | Maximum | |
Line Of Credit Facility [Line Items] | |
Percentage of average historical excess availability of loans | 33.30% |
Less than 66.7% but Greater than or Equal to 33.3% of the Line Cap | Applicable Margin for Adjusted LIBOR Loans | Maximum | |
Line Of Credit Facility [Line Items] | |
Percentage of average historical excess availability of loans | 66.70% |
Less than 66.7% but Greater than or Equal to 33.3% of the Line Cap | Applicable Margin for Adjusted LIBOR Loans | Minimum | |
Line Of Credit Facility [Line Items] | |
Percentage of average historical excess availability of loans | 33.30% |
Less than 66.7% but Greater than or Equal to 33.3% of the Line Cap | Applicable Margin for Base Rate Loans | Maximum | |
Line Of Credit Facility [Line Items] | |
Percentage of average historical excess availability of loans | 66.70% |
Less than 66.7% but Greater than or Equal to 33.3% of the Line Cap | Applicable Margin for Base Rate Loans | Minimum | |
Line Of Credit Facility [Line Items] | |
Percentage of average historical excess availability of loans | 33.30% |
Greater than or Equal to 66.7% of the Line Cap | Applicable Margin for Adjusted LIBOR Loans | Minimum | |
Line Of Credit Facility [Line Items] | |
Percentage of average historical excess availability of loans | 66.70% |
Greater than or Equal to 66.7% of the Line Cap | Applicable Margin for Base Rate Loans | Minimum | |
Line Of Credit Facility [Line Items] | |
Percentage of average historical excess availability of loans | 66.70% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Jul. 30, 2022 | Jan. 29, 2022 |
Level 1 | Money Market Mutual Funds | ||
Assets (liabilities): | ||
Asset fair value | $ 60,418 | $ 167,277 |
Level 1 | Investments of Officers' Life Insurance | ||
Assets (liabilities): | ||
Asset fair value | 0 | 0 |
Level 1 | Investment in Rover Group, Inc. | ||
Assets (liabilities): | ||
Asset fair value | 22,874 | 32,819 |
Level 2 | Money Market Mutual Funds | ||
Assets (liabilities): | ||
Asset fair value | 0 | 0 |
Level 2 | Investments of Officers' Life Insurance | ||
Assets (liabilities): | ||
Asset fair value | 13,210 | 14,575 |
Level 2 | Investment in Rover Group, Inc. | ||
Assets (liabilities): | ||
Asset fair value | 0 | 0 |
Level 3 | Money Market Mutual Funds | ||
Assets (liabilities): | ||
Asset fair value | 0 | 0 |
Level 3 | Investments of Officers' Life Insurance | ||
Assets (liabilities): | ||
Asset fair value | 0 | 0 |
Level 3 | Investment in Rover Group, Inc. | ||
Assets (liabilities): | ||
Asset fair value | 0 | 0 |
Non-qualified Deferred Compensation Plan | Level 1 | ||
Assets (liabilities): | ||
Liabilities fair value | 0 | 0 |
Non-qualified Deferred Compensation Plan | Level 2 | ||
Assets (liabilities): | ||
Liabilities fair value | (18,206) | (17,453) |
Non-qualified Deferred Compensation Plan | Level 3 | ||
Assets (liabilities): | ||
Liabilities fair value | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Nov. 23, 2021 | Jul. 30, 2022 | Jul. 31, 2021 | Jul. 30, 2022 | Jul. 31, 2021 | Jan. 29, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Impairment of fixed asset and right-of-use asset | $ 0.2 | $ 1.4 | $ 1 | $ 2.5 | ||
Cash and Cash Equivalents | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Money market mutual funds | 59.5 | 59.5 | $ 158 | |||
Restricted Cash | Other Current Assets | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Money market mutual funds | $ 0.9 | $ 0.9 | $ 9.3 | |||
Investment in Rover Group, Inc. | Class A Common Stock | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Percentage of common stock sold | 11% | |||||
Net proceeds from sale of common stock | $ 6.1 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Equity-based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2022 | Jul. 31, 2021 | Jul. 30, 2022 | Jul. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | $ 12,895 | $ 11,506 | $ 25,117 | $ 23,110 |
RSUs and RSAs | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | 8,690 | 6,353 | 15,157 | 12,825 |
Options | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | 2,038 | 2,045 | 3,846 | 4,137 |
ESPP | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | 315 | 317 | 612 | 390 |
Other Awards | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total equity-based compensation expense | $ 1,852 | $ 2,791 | $ 5,502 | $ 5,758 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Nonvested Share Activity (Details) - 2021 Equity Incentive Plan shares in Thousands, $ in Thousands | 6 Months Ended |
Jul. 30, 2022 USD ($) shares | |
RSUs and RSAs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Nonvested/outstanding, January 29, 2022 | 2,587 |
Granted | 4,470 |
Vested and delivered/exercised | (986) |
Forfeited/expired | (431) |
Nonvested/outstanding, July 30, 2022 | 5,640 |
Unrecognized compensation expense as of July 30, 2022 | $ | $ 90,555 |
Weighted average remaining expense period as of July 30, 2022 | 2 years 4 months 24 days |
Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options outstanding, January 30, 2021 | 3,327 |
Granted | 503 |
Options exercised | (45) |
Forfeited/expired | (266) |
Options outstanding, October 30, 2021 | 3,519 |
Unrecognized compensation expense as of October 30, 2021 | $ | $ 13,866 |
Weighted average remaining expense period as of July 30, 2022 | 1 year 10 months 24 days |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |
Mar. 31, 2021 | Jul. 30, 2022 | Jul. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Anti-dilutive shares excluded from computation of diluted shares outstanding | 5,300,000 | 3,400,000 | |
2016 Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of additional shares awarded | 0 | ||
Unrecognized compensation expense related to the unvested portion | $ 13.2 | ||
Weighted average period for recognition | 1 year 8 months 12 days | ||
Class A Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Employee stock purchase plan maximum percentage of earnings to purchase shares by eligible participants | 15% | ||
Purchase price as a percentage of the lesser of the market value of such shares at either the lookback date or last day of related purchase period | 85% | ||
Class A Common Stock | 2016 Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Threshold percentage of direct and indirect holdings of common stock | 90% | ||
Class A Common Stock | Executive | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 2 years | ||
Class A Common Stock | First Two Anniversaries of Grant Date | Executive | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of restricted shares vested | 50% |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Series C Unit Activity Under 2016 Incentive Plan (Details) - 2016 Incentive Plan | 6 Months Ended |
Jul. 30, 2022 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding, January 29, 2022 | 207,178,000 |
Granted | 0 |
Forfeited | (4,685,000) |
Outstanding, July 30, 2022 | 202,493,000 |
Vested, July 30, 2022 | 142,540,000 |