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Petco Health and Wellness pany(WOOF) - 2024 Q4 - Annual Report

Operations and Locations - Petco operates 1,423 pet care centers in the U.S. and Puerto Rico, and 131 centers in Mexico, with a total of 288 full-service veterinary hospitals as of February 3, 2024[30][32]. - The company provided nearly 650,000 hours of training to its pet care center partners in fiscal 2023, with 40% of General Manager positions filled by internal candidates[42]. - Petco's distribution network includes seven primary and two regional distribution centers, enhancing its logistics capabilities through ship-from-store and curbside programs[43]. - The company leases all distribution center locations and 1,423 pet care centers in the U.S. and Puerto Rico, with original lease terms generally lasting ten years[215]. - The majority of pet care center leases, excluding renewal options, will expire over the next ten years[215]. Financial Performance and Sales - In fiscal 2023, Petco observed a softening in discretionary spending and shifting consumer preferences towards more value-centric products due to the inflationary macroeconomic environment[35]. - The company has experienced a decline in discretionary consumer spending due to persistent inflation, negatively impacting sales and profitability[61]. - In fiscal 2023, the company broadened its assortment to include more national brand products, which are typically lower priced and less profitable[62]. - The company’s sales growth is expected to come primarily from the organic growth of existing product and service offerings[74]. - The company’s operating results and share price may be volatile, influenced by various market factors[189]. Customer Engagement and Marketing - The Vital Care membership program, which includes a free tier and a paid tier, serves as a key driver of customer engagement and repeat visits[34]. - Petco's marketing strategy evolved in fiscal 2023, creating an in-house retail media network to enhance customer acquisition and retention[37]. - The company’s owned product assortment, including brands like WholeHearted and Reddy, significantly contributed to enterprise sales in fiscal 2023, driving customer loyalty and repeat purchases[31]. Labor and Workforce - The company has implemented a minimum base wage of 15perhourfornontraineepartners,resultinginapproximately1515 per hour for non-trainee partners, resulting in approximately 15% average wage increases for pet care center partners[41]. - The company faces challenges in recruiting and retaining skilled veterinarians, which could disrupt its veterinary services business[75]. - The company has faced labor shortages at distribution centers, which have adversely affected operational results[91]. - Labor shortages and increased wage competition could adversely affect operations and customer service quality[115]. Supply Chain and Operational Risks - Significant disruptions in the supply chain due to COVID-19 and rising fuel prices have impacted vendor capabilities, potentially impairing business and financial results[83]. - The company does not maintain long-term supply contracts with vendors, which could lead to competitive disadvantages if significant vendors are lost[84]. - Increased costs and supply chain disruptions due to uncertainties in international trade agreements, particularly with China and Mexico, could negatively impact financial results[104]. - Fluctuations in commodity prices, such as grains and meat proteins, could materially adversely affect operating results, with increased costs observed throughout 2023[112]. Regulatory and Compliance Issues - The company faces extensive governmental regulations, which may result in material liabilities and costs to comply with existing or future laws, potentially disrupting operations and adversely affecting financial results[125]. - Compliance with FDA regulations is critical, as misclassification of products could lead to enforcement actions and product recalls, impacting business operations[127]. - The company is subject to various state and federal regulations regarding the dispensing of prescription pet medications, which could lead to sanctions or fines if not complied with[155]. - The company faces increased scrutiny from regulators and stakeholders regarding its sustainability practices, which could negatively impact its reputation and business operations[159]. Financial Obligations and Debt - As of February 3, 2024, the company has a 1,700 million secured term loan facility maturing on March 4, 2028, and a secured asset-based revolving credit facility of up to 500millionmaturingonMarch4,2026[160].TheABLRevolvingCreditFacilitywasamendedinMarch2024,increasingtotalavailabilityfrom500 million maturing on March 4, 2026[160]. - The ABL Revolving Credit Facility was amended in March 2024, increasing total availability from 500 million to $581 million, with two tranches maturing on March 4, 2026, and March 29, 2029[161]. - The company may incur substantial additional indebtedness in the future, increasing debt service obligations and reducing cash available for operations[166]. - The agreements governing the company's indebtedness impose restrictive covenants that limit operational flexibility and could adversely affect long-term interests[162]. Cybersecurity and Technology - Cybersecurity risks pose a threat to the company’s operations, with potential for significant financial and reputational damage from breaches[96]. - The company relies heavily on information systems for operations, and failures or interruptions could disrupt business activities[99]. - The company is implementing artificial intelligence solutions, including machine learning and generative AI tools, to assist in the development of services and products, though this presents risks related to accuracy and operational vulnerabilities[123]. - The company has a comprehensive multi-layered cybersecurity risk assessment program that is reviewed and updated semi-annually[202]. Legal and Litigation Risks - The company is involved in routine litigation that could require significant management attention and result in legal expenses, potentially affecting its financial condition[152]. - The company is involved in legal proceedings that could have a material adverse effect on its business if decided adversely[217]. - The company believes there are no pending lawsuits or claims that may materially affect its financial condition or results of operations[217]. Market and Competitive Environment - The company has faced increased competition from internet retailers, which may adversely affect its business and financial condition[79]. - Premium pet food brands are not widely available in mass merchants, and increased availability could negatively impact sales and gross margins[85]. - The company seeks growth through acquisitions and strategic investments, but failure to manage these effectively could harm financial performance[92]. Governance and Shareholder Matters - The Principal Stockholder controls approximately 69% of the outstanding voting power, allowing significant influence over corporate actions requiring stockholder approval[177]. - The company is classified as a "controlled company" under Nasdaq rules, which exempts it from certain corporate governance requirements, potentially limiting stockholder protections[179]. - Four out of ten directors are affiliated with the Sponsors, which may create conflicts of interest affecting business decisions[180]. - The company has no current plans to pay regular cash dividends on its Class A common stock, making returns dependent solely on stock price appreciation[183].