Petsmart 2005 Annual Report Download

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Building lifetime relationships is smart business.
PETSMART, INC.
2005 ANNUAL REPORT

Table of contents

  • Page 1
    P E T S M A R T, I N C. 2005 ANNUAL REPORT Building lifetime relationships is smart business.

  • Page 2
    ... provider of pet products and information (www.PetSmart.com). PetSmart provides a broad range of competitively priced pet food and supplies; offers complete ® pet training, grooming, boarding, day camp and adoption services; and provides a full line of equine products through State Line Tack.

  • Page 3
    ... our work, careful and considerate. And we like to have some fun along the way. Whether it's finding the right pet, the best food or the perfect toy, signing up for training or grooming sessions, checking into a PetsHotel or taking home a newly adopted dog ® or cat, we have the answers. We're smart...

  • Page 4
    ... industry, including thousands of products exclusive to PetSmart. Our exclusive Vet AssuredSM program of health care for all the small pets, birds, reptiles and amphibians sold in our stores makes us an industry leader in pet care. The veterinariansupervised program sets high standards and monitors...

  • Page 5
    ... Through our exclusive Vet Assured program, PetSmart's veterinarians also oversee the quality of care that PetSmart pets receive, even before they reach our stores. Dr. Nick lives with a Shiba Inu dog, multiple cats, fish, hermit crabs, an outdoor koi pond that also is home to many water turtles and...

  • Page 6
    Our smart services fulfill pet parents'

  • Page 7
    desire to treat their pets like family.

  • Page 8
    ...aggressive marketing initiative in our history, repositioning our brand from "mart" to "smart," promoting the bond between pet and pet parent, highlighting our products and services and telling customers why PetSmart is the best place to find exactly what pet parents need. PetSmart's TV ad campaign...

  • Page 9
    ... to products and services only we provide. More than a loyalty card, our PetPerks savings program is a sophisticated data mining and management system that helps us create customer communications and offers that are specific to delivering Total Lifetime Care to pets. Our marketing campaigns are...

  • Page 10
    Our smart solutions help

  • Page 11
    pets live longer and healthier lives.

  • Page 12
    ...services offered inside all our hotels, we're adding stand-alone, 2,400-square-foot in-store Doggie Day Camps in certain locations where there isn't a PetsHotel. PetSmart Doggie Day CampSM provides great in-store theater, further differentiates us and has a solid profitability model. We plan to open...

  • Page 13
    ... last year thanks to our 1,500 PetSmart accredited trainers. Training customers are guaranteed 100 percent satisfaction or they can take the class again for free. Our customers adopt an average of 1,000 pets per day from our in-store PetSmart Charities® Adoption Centers. People who make the smart...

  • Page 14
    Associates are passionate, smart and understand

  • Page 15
    the special bond people have with their pets.

  • Page 16
    ... with the Eagle II format, focusing on markets with the greatest number of older stores. We remain on track to complete every store in the chain by 2008. Our services-grooming, pet training, PetsHotel and Doggie Day Camp-attract new pet parents to our business model and let us create strong, lasting...

  • Page 17
    ... of total sales captured by the cards. Using this data, we have developed successful relationship marketing promotions. We expect the PetPerks program to deliver meaningful benefit to the top line in 2006 by driving loyalty, increasing spend per pet and enticing customers to products and services...

  • Page 18
    ... establish committee member roles and responsibilities. • PetSmart has a clear code of ethics and business policies. • PetSmart has complaint procedures in place for both associates and others. • The PetSmart internal audit department reviews key areas of our business and financial processes...

  • Page 19
    ... company (as defined in Exchange Act Rule 12b-2). Yes n No ¥ The aggregate market value of the common stock held by non-affiliates of the registrant, based on the closing sale price of the Registrant's Common Stock on July 31, 2005, the last business day of the Registrant's most recently completed...

  • Page 20
    ... ...Financial Statements and Supplementary Data ...Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...Controls and Procedures ...Other Information ...PART III Directors and Executive Officers of the Registrant ...Executive Compensation ...Security Ownership of...

  • Page 21
    ... our distribution capabilities, implementing new management information systems, reformatting our stores around the needs of our customers, developing our pet services business and creating a culture of customer service. We opened 100 net new stores in fiscal 2005 and, at the end of the fiscal year...

  • Page 22
    ..., specialty pet stores, veterinarians and farm and feed stores. Pet supplies and medicine sales account for approximately 25%, or $8.8 billion, of the market. These sales include dog and cat toys, collars and leashes, cages and habitats, books, vitamins and supplements, shampoos, flea and tick...

  • Page 23
    ... associates to identify customer needs and provide appropriate solutions. We measure their success in every store, and a portion of the annual incentive program for managers, from the store level to the executive team, is linked to key customer service and in-stock metrics. By providing pet parents...

  • Page 24
    ... centers: Location Square Footage Date Opened Distribution Type Brockport, New York ...Phoenix, Arizona ...Ennis, Texas ...Columbus, Ohio ...Gahanna, Ohio ...Hagerstown, Maryland . . Newnan, Georgia ...Phoenix, Arizona ...Reno, Nevada ...Ottawa, Illinois ... 392,000 February 1990 Catalog, internet...

  • Page 25
    ..., shampoos, medication, toys, pet carriers, pet houses and equestrian supplies. We also offer a complete line of supplies for fish, birds, reptiles and small pets. These products include aquariums and habitats, filters and birdcages. In certain stores, we have an equine department that serves trade...

  • Page 26
    ... pet care solutions. We are subject to no collective bargaining agreements and have experienced no work stoppages. We consider our relationship with our associates to be good. Increases in the federal minimum wage in recent years have not had a material effect on our business. Financial Information...

  • Page 27
    ...PetSmart as President of North American Stores in July 1999. From 1998 to 1999, he was President of Toys 'R' Us, Ltd., Canada. Prior to 1991, for a total of 20 years, he was with Sears, Roebuck and Company in a variety of financial and merchandising positions, including President and Chief Executive...

  • Page 28
    ... normal course of business, our financial position is routinely subjected to a variety of risks, including market risks associated with store expansion, investments in information systems, international expansion, vendor reliability, competitive forces and government regulatory actions. Our actual...

  • Page 29
    ...operation of our business is dependent on our information systems. In particular, we rely on our information systems to effectively manage our sales, financial data, warehousing, distribution, merchandise planning and replenishment functions and to maintain our in-stock positions. We possess offsite...

  • Page 30
    ... vendors to provide products in a timely or cost-effective manner, could harm our business. We buy from several hundred vendors worldwide and, together, our two largest vendors accounted for approximately 15.1% of our total sales for fiscal 2005. Sales of premium pet food for dogs and cats comprise...

  • Page 31
    ... services in our stores and increase the number of stores in which Banfield provides veterinary services, may be impacted. Our international operations may result in additional market risks, which may harm our business. We entered the Canadian market in 1996 and operated 30 stores in Canada...

  • Page 32
    ...due to the injury or death of a pet in our stores or while under our care in connection with the pet services we provide. In addition, we sell certain small pets including fish, birds, reptiles and small rodents in our stores. Given the large number of small pets we sell, deaths or injuries of these...

  • Page 33
    ... from pets in our stores to other animals, associates and customers. From time to time, we have been subject to product liability claims for some of the products we sell. Any negative publicity or claims relating to any of the foregoing could harm our reputation and business, as well as expose...

  • Page 34
    ... certificate of incorporation. In August 1997, our Board of Directors adopted a Stockholder Rights Plan, commonly referred to as a poison pill, under which one preferred share purchase right was distributed on August 29, 1997, for each share of common stock held on that date. We are also subject...

  • Page 35
    ...New Hampshire ...New Jersey ...New Mexico ...New York ...North Carolina ...North Dakota ...Ohio...Oklahoma ...Oregon ...Pennsylvania...Rhode Island ...South Carolina ...Tennessee ...Texas ...Utah ...Vermont ...Virginia ...Washington...West Virginia ...Wisconsin...Total U.S. stores ...Canada ...Total...

  • Page 36
    ... 2009. Our distribution centers and respective lease expirations are as follows: Location Square Footage Lease Expiration Ennis, Texas ...Phoenix, Arizona ...Columbus, Ohio...Gahanna, Ohio...Hagerstown, Maryland ...Newnan, Georgia ...Phoenix, Arizona ...Reno, Nevada ...Ottawa, Illinois ... ... 230...

  • Page 37
    ... the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Price Range of Common Stock and Dividend Policy. Our common stock is traded on the NASDAQ National Market under the symbol PETM. The following table indicates the intra-day quarterly high and low...

  • Page 38
    ... funds to purchase additional common stock for each period in the thirteen weeks ended January 29, 2006: Total Number of Shares Purchased Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value That May Yet be Purchased Under the Plans or Programs...

  • Page 39
    ... open at end of period ...Square footage at end of period ...Net sales per square foot(3) ...Net sales growth ...Increase in comparable store sales(4) ...Selected Balance Sheet Data: Merchandise inventories ...Working capital ...Total assets ...Total debt(5) ...Total stockholders' equity ...Current...

  • Page 40
    ...,600 associates as part of our emphasis on customer service and providing pet care solutions. We complement our extensive product assortment with a wide selection of value-added pet services, including grooming, pet training, boarding and day camp. All our stores offer complete pet training services...

  • Page 41
    ... pricing strategies and increased inventory levels resulting in more of our costs being capitalized in inventory. Improved margins on product sales were partially offset by increased occupancy and warehousing costs related to new store openings and the opening of our Illinois distribution facility...

  • Page 42
    ... the costs for future occupancy payments, net of expected sublease income, associated with closed stores using the net present value method, at a credit-adjusted risk-free interest rate, over the remaining life of the lease. We use judgment to estimate the underlying real estate market related to...

  • Page 43
    ...of certain losses. Final agreement has not been reached with the Internal Revenue Service on this issue and, therefore, no benefit has been reflected in the consolidated financial statements related to this item. Management currently estimates that the range of potential benefit will be between zero...

  • Page 44
    ... fuel prices. Inventory-related costs increased due to higher inventory shrinkage results and higher obsolescence charges. In addition, gross profit on our services decreased as a percentage of net sales due to the increase in variable and infrastructure expenses associated with the opening of new...

  • Page 45
    ... 83 net new stores and a 6.3% increase in comparable store sales for fiscal 2004. Services sales, which are included in our net sales and include grooming, pet training, pet boarding and day camp operations, increased by 24.4%, or $47.2 million, to $240.7 million. Gross Profit Gross profit increased...

  • Page 46
    ... January 30, 2005 primarily due to the build up of inventory for our new distribution center, 100 net new stores in fiscal 2005 and a decision to slightly increase our average inventory per store in support of a strong and consistent in-stock position. Accounts payable increased by $25.1 million as...

  • Page 47
    ...systems projects and fixtures and equipment for a new distribution center. Net cash used in financing activities for 2005 was $251.7 million, which is comprised primarily of $265.0 million for the purchase of treasury stock, $17.2 million for dividends and $10.3 million for payments on capital lease...

  • Page 48
    ... in MMI Holdings, Inc., or MMIH, a provider of veterinary and other pet-related services. MMIH, through a wholly owned subsidiary, Medical Management International, Inc., or MMI, operates full-service veterinary hospitals inside 513 of our stores, under the registered trademark of Banfield, The Pet...

  • Page 49
    ...to Employees", and its related implementation guidance. SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their grant-date fair values. SFAS No. 123(R) is effective for public companies at...

  • Page 50
    ...well as changes in our credit standing. In addition, a market risk exists associated with fuel prices. Interest Rate Risk We have the ability to use a revolving line of credit and short-term bank borrowings to support seasonal working capital needs and to finance capital requirements of the business...

  • Page 51
    ... by a program of internal audits and appropriate reviews by management, written policies and guidelines, careful selection and training of qualified personnel and a written Code of Business Conduct adopted by our Company's Board of Directors, applicable to all PetSmart Directors and all officers and...

  • Page 52
    ...INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders PetSmart, Inc. Phoenix, Arizona We have audited management's assessment, included in the accompanying Management's Report on Internal Control Over Financial Reporting, that PetSmart, Inc. and subsidiaries (the "Company...

  • Page 53
    ... statements and financial statement schedule and included an explanatory paragraph regarding the Company's adoption of Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, using the modified retrospective transition method. DELOITTE & TOUCHE LLP Phoenix, Arizona...

  • Page 54
    ...the Board of Directors" in our proxy statement for our Annual Meeting of Stockholders to be held on June 22, 2006. The required information concerning our executive officers is contained in Item 1, Part 1 of this Annual Report on Form 10-K. All PetSmart associates must act ethically at all times and...

  • Page 55
    ... to be signed on its behalf by the undersigned, thereunto duly authorized, on April 7, 2006. PetSmart, Inc. By: /s/ PHILIP L. FRANCIS Philip L. Francis Chairman of the Board of Directors, and Chief Executive Officer POWER OF ATTORNEY KNOWALL PERSONS BY THESE PRESENTS, that each person whose...

  • Page 56
    ...Jr. /s/ GREGORY P. JOSEFOWICZ Gregory P. Josefowicz /s/ AMIN I. KHALIFA Amin I. Khalifa RONALD KIRK Ronald Kirk Director April 7, 2006 Director April 7, 2006 Director April 7, 2006 /s/ Director April 7, 2006 /s/ RICHARD K. LOCHRIDGE Richard K. Lochridge BARBARA A. MUNDER Barbara A. Munder...

  • Page 57
    ... amended 2002 Employee Stock Purchase Plan Form of Restricted Stock Bonuses Credit Agreement among PetSmart, certain lenders, and Administrative Lender, dated as of November 21, 2003, as Amended and Restated Form of Promissory Note with executive officers Non-Qualified Deferred Compensation Plan, as...

  • Page 58
    ...required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended * †Filed herewith. Compensation plans or arrangements in which directors or executive officers are eligible to participate. (1) Incorporated by reference to Exhibit 3.3(i) to PetSmart's Registration Statement on Form...

  • Page 59
    ...reference to Exhibit 10.19 to PetSmart's Current Report on Form 8-K (File No. 0-21888), filed February 7, 2005. (23) The certifications attached as Exhibit 32.1 and Exhibit 32.2 accompany this Annual Report on Form 10-K, are not deemed filed with the Securities and Exchange Commission and are not to...

  • Page 60
    ... to Consolidated Financial Statements and Financial Statement Schedule Page Report of Independent Registered Public Accounting Firm...Consolidated Balance Sheets as of January 29, 2006 and January 30, 2005...Consolidated Statements of Operations and Comprehensive Income for the fiscal years ended...

  • Page 61
    ... REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders PetSmart, Inc. Phoenix, Arizona We have audited the accompanying consolidated balance sheets of PetSmart, Inc. and subsidiaries (the "Company") as of January 29, 2006 and January 30, 2005, and the related consolidated statements...

  • Page 62
    ...' EQUITY Accounts payable and bank overdraft...$ 155,424 Accrued payroll, bonus and employee benefits ...103,827 Accrued occupancy expenses ...42,425 Current maturities of capital lease obligations ...12,559 Other current liabilities ...148,495 Total current liabilities ...Capital lease obligations...

  • Page 63
    PetSmart, Inc. and Subsidiaries Consolidated Statements of Operations and Comprehensive Income Fiscal Year Ended January 29, January 30, February 1, 2006 2005 2004 (In thousands, except per share data) Net sales ...Cost of sales ...Gross profit ...Operating, general and administrative expenses ......

  • Page 64
    ...) Stock Stock Stock Stock Capital (Loss) (In thousands, except per share data) Total BALANCE AT FEBRUARY 2, 2003 (as previously reported) ...139,914 Adjustment (see Note 2) ...BALANCE AT FEBRUARY 2, 2003 ...Stock options and employee stock purchase plan compensation cost ...Tax benefit from tax...

  • Page 65
    ... plans ...Purchase of treasury stock ...Payments on capital lease obligations ...Increase (decrease) in bank overdraft...Payments on deferred financing fees ...Tax benefits from tax deductions in excess of the compensation cost recognized ...Cash dividends paid to stockholders ... ... Net cash (used...

  • Page 66
    ...826 retail stores. The Company offers a broad line of products for all the life stages of pets and is the nation's largest provider of pet services, which include professional grooming, pet training, boarding and day camp. PetSmart is a leading direct retailer of pet and equine products and supplies...

  • Page 67
    .... Cost of sales includes the following types of expenses: • Purchase price of products sold; • Freight expenses associated with moving merchandise inventories from our vendors to our distribution centers and our retail stores; • Freight expenses associated with moving merchandise inventories...

  • Page 68
    ... improvements and capital lease assets are amortized using the straight-line method over the shorter of the lease term or the estimated useful lives of the related assets. Computer software consists primarily of third party software purchased for internal use. Costs associated with the preliminary...

  • Page 69
    ...covers products and the sale of live pets, self-insured health plans, employer's professional liability and workers' compensation insurance. Property insurance covers approximately $1,200,000,000 in buildings and contents, including furniture and fixtures, leasehold improvements and inventory. Under...

  • Page 70
    PetSmart, Inc. and Subsidiaries Notes to Consolidated Financial Statements - (Continued) Company calculates the cost for future occupancy payments net of sublease income associated with closed stores using the net present value method, at a credit-adjusted risk-free interest rate, over the remaining...

  • Page 71
    ... for estimated product returns that it expects to occur under its return policy based on historical return rates. Revenue for grooming, pet training, PetsHotel and Doggie Day Camp is recognized when services are performed. The Company also records deferred revenue for the sale of gift cards and...

  • Page 72
    ..., and its related implementation guidance. SFAS No. 123(R)requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their grant-date fair values. SFAS No. 123(R) is effective for public companies at the beginning...

  • Page 73
    ...except per share data): Fiscal Year Ended January 30, 2005 Consolidated Statements of Operations As Previously As Currently Reported Adjustments Reported Cost of sales ...Gross profit ...Operating, general and administrative expenses ...Operating income ...Income before income tax expense ...Income...

  • Page 74
    ...., or MMI, operated full-service veterinary hospitals inside 513 of the Company's stores as of January 29, 2006, under the registered tradename of Banfield. The Company's investment consists of common and convertible preferred stock. The Company accounts for its investment using the cost method, as...

  • Page 75
    ...entered into a merchandising agreement with MMI and Hills Pet Nutrition, Inc. to provide certain prescription diet and other therapeutic pet foods in all stores with an operating Banfield hospital. The activity resulting from this agreement is not material to the Company's financial statements. Note...

  • Page 76
    .... 146. The costs for future occupancy payments associated with closed stores are calculated by using the net present value method, at a credit-adjusted risk-free interest rate, over the remaining life of the lease, net of expected sublease income. The activity related to the closed store reserve was...

  • Page 77
    ... income tax rate to the Company's effective tax rate is as follows (dollars in thousands): January 29, 2006 Dollars % Fiscal Year Ended January 30, 2005 Dollars % February 1, 2004 Dollars % Provision at federal statutory tax rate ...$101,224 State income taxes, net of federal income tax benefit...

  • Page 78
    ...and may cover multiple years. The Internal Revenue Service is currently examining the Company's tax returns for fiscal 2002, 2003 and 2004. While the examination has not been finalized, no issues have been identified that would have a material impact on the Company's financial position or results of...

  • Page 79
    ... market price of common shares. Note 9 - Employee Benefit Plans The Company has a defined contribution plan pursuant to Section 401(k) of the Internal Revenue Code (the "401(k) Plan"). The 401(k) Plan covers substantially all employees that meet certain service requirements. The Company matches...

  • Page 80
    PetSmart, Inc. and Subsidiaries Notes to Consolidated Financial Statements - (Continued) Stockholder Rights Plan On August 4, 1997, the Company adopted a Stockholder Rights Plan under which one preferred share purchase right was distributed on August 29, 1997 for each share of common stock held on ...

  • Page 81
    ...allow the Company to renew for three to five additional five-year terms. Store leases, excluding renewal options, expire at various dates through 2023. Generally, the leases require payment of property taxes, utilities, common area maintenance, insurance and, if annual sales at certain stores exceed...

  • Page 82
    ... 2006, the Company had letters of credit for guarantees of $39,659,000 for insurance policies, $2,000,000 for capital lease agreements and $22,000 for utilities. The liabilities associated with the insurance policies, capital leases and utilities were recorded in the consolidated balance sheet as of...

  • Page 83
    ... 7,886,000 additional options or awards may be issued under these plans. These grants are made to employees, including officers, consultants and directors of the Company, at the fair market value on the date of the grant. As of January 29, 2006, stock options to purchase approximately 287,000 shares...

  • Page 84
    ... Consolidated Financial Statements - (Continued) The following tables summarize information about stock options outstanding at January 29, 2006: Outstanding Range of Exercise Prices Number of Options (In thousands) Weighted Average Exercise Price Weighted Average Remaining Years of Contractual Life...

  • Page 85
    ... the total income tax benefit recognized in the Consolidated Statement of Operations is as follows (in thousands): 2005 2004 2003 Operating, general and administrative expenses Stock options expense ...Employee stock purchase plan expense ...Restricted stock expense...Total compensation cost ...Tax...

  • Page 86
    ... as they occurred. The Company estimated the fair value of employee stock purchases using the Black-Scholes option pricing model. The valuation model requires the input of subjective assumptions including the expected volatility and lives. Actual values of purchases could vary significantly from the...

  • Page 87
    ... Statements - (Continued) Note 17 - Financial Information by Business Segment As of January 29, 2006, the Company had two operating segments, PetSmart North America, which included all retail locations, and PetSmart Direct, which included our internet operations and equine catalog. The Company...

  • Page 88
    ... Notes to Consolidated Financial Statements - (Continued) (1) The following is a summary of the effects of the adoption of SFAS No. 123(R) and reclassifications: As Previously Reported Adjustments As Currently Reported Gross profit ...Operating income ...Income before income tax expense ...Net...

  • Page 89
    ...REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of PetSmart, Inc. Phoenix, Arizona We have audited the consolidated financial statements of PetSmart, Inc. and subsidiaries (the "Company") as of January 29, 2006 and January 30, 2005, and for each of the three fiscal years...

  • Page 90
    ... Valuation and Qualifying Accounts Balance at Beginning of Period Charged to Expense Deductions (In thousands) Balance at End of Period Description Valuation reserve deducted in the balance sheet from the asset to which it applies: Merchandise inventories: Lower of cost or market Fiscal 2003...

  • Page 91
    ..., Services, Strategic Planning and Business Development Francesca M. Spinelli Senior Vice President, People Corporate Information Corporate Offices 19601 North 27th Avenue Phoenix, AZ 85027 (623) 580-6100 Transfer Agent and Registrar Wells Fargo Bank, N.A. Wells Fargo Shareowner Services P .O. Box...

  • Page 92
    19601 North 27th Avenue Phoenix, AZ 85027 623-580-6100 www.PetSmart.com ©2006 PetSmart Store Support Group, Inc. All rights reserved.