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Still hungry
PETsMART, INC. 2002 ANNUAL REPORT
®

Table of contents

  • Page 1
    ® Still hungry P E T s M A R T, I N C . 2 0 0 2 A N N U A L R E P O R T

  • Page 2
    ... and Canada, as well as a large pet supply catalog business and the Internet's leading online provider of pet products and information (www.petsmart.com). PETsMART provides a broad range of competitively priced pet food and supplies, and offers complete pet training, grooming and adoption services.

  • Page 3
    FINANCIAL HIGHLIGHTS (In thousands, except margins and per-share amounts) 2000 2001 2002 T O TA L R E S U LT S Net Sales Net Income (loss) Operating Cash Flow Earnings (loss) Per Share Total Debt Margin $ 2,224,222 $ $ $ $ $ 2,501,012 $ $ $ $ $ 2,695,184 $ $ $ $ (30,904) 110,700 (0.28) 253,...

  • Page 4
    ... of growth-and we generated $223 million in cash from operations. Pet services sales grew 29 percent and we reduced inventory per store by 9 percent. Those impressive numbers reflect the work we've done to reposition our strategy and transform the business. Based on our early results, we think this...

  • Page 5
    ... concept to expand the test in 2003, with seven new hotels in key markets. Finally, there is our work to provide superior service and an exceptional customer experience. We've made enormous strides in transforming PETsMART from a task-driven company to a culture of customer focus. While we've...

  • Page 6
    ... around our customers' needs. The store format organizes product by pet type, making it easier and more enjoyable to shop. It promotes product adjacencies and cross-selling, and puts new emphasis on pet the business by establishing PETsMART as the recognizable symbol of Total Lifetime Careâ„¢- the...

  • Page 7
    Meeting customer needs To the customers, it means the right product is on the shelf when they need it. Developing pet services Our pet In two of our Phoenix stores, we're testing a new PETsHOTEL concept. The hotel offers boarding and daycare for dogs and cats at a state-of-the-art facility with ...

  • Page 8
    ...into loyal, life-long PETsMART customers. Educating our associates People PETsMART is building a company unsurpassed in providing the highest quality service and shopping experience. We're aligning everything we do-from how we recruit, hire and educate our people to how we manage our operations and...

  • Page 9
    ... and comprehensive curriculum on PETsMART, its products and its services that each associate and manager completes immediately after starting with the company. Our managers also are well trained to properly run the store operations, understand the business, communicate the objectives and coach their...

  • Page 10
    ... for our shareholders. "We're at the beginning of our work to make PETsMART a great company." PETsMART is in an industry with great fundamentals, great demographic trends and one of the fastest growth rates in retail. Pet parenting is on the rise and the existing $29 billion market is projected...

  • Page 11
    ... Ã'le number 0-21888 PETsMART, Inc. (Exact name of registrant as speciÃ'ed in its charter) Delaware (State or other jurisdiction of incorporation or organization) 94-3024325 (I.R.S. Employer IdentiÃ'cation No.) 19601 N. 27th Avenue Phoenix, Arizona 85027 (Address of principal executive oÇces...

  • Page 12
    ... 12. 13. 14. 15. PART I Business Properties Legal Proceedings Submission of Matters to a Vote of Security Holders PART II Market for the Registrant's Common Stock and Related Stockholder Matters Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of...

  • Page 13
    ... easy-to-shop, full service specialty environment. We also reach customers through our direct marketing channels, PETsMART.com, the Internet's most frequented pet e-commerce site, as well as a web site dedicated to equine products, and two major branded catalogs. Our strategy emphasizes driving for...

  • Page 14
    ... store sales growth, proÃ'tability, and return on investment. The Pet Food and Pet Supply Industry The pet product industry serves a large and growing market. In 2001, the Business Communications Company, Inc., which conducts surveys every two years, estimated the market for pet and equine products...

  • Page 15
    ... to pet care. Full-service veterinary hospitals in our stores generally oÃ...er routine examinations and vaccinations, dental care, a pharmacy, and both routine and complex surgical procedures. Our prototype 2,000 square foot in-store hospital provides operating and examining rooms as well as on-site...

  • Page 16
    ... of our business. In addition, through our strategic relationship with BanÃ'eld, The Pet HospitalTM, we are focused on increasing the number of stores that oÃ...er full service veterinary care. OÃ...ering outstanding customer service. Our emphasis on the customer is a cultural shift designed to provide...

  • Page 17
    ... in-stock positions, and better distribution center productivity. We operate the following distribution centers: Location Square Footage Date Opened Distribution Type Brockport, New York Ennis, Texas Columbus, Ohio Gahanna, Ohio Hagerstown, Maryland Newnan, Georgia Phoenix, Arizona(1 Reno...

  • Page 18
    ... that the principal competitive factors inÃ-uencing our business are product selection and quality, convenience of store locations, customer service, price, and availability of pet services. Many of the products we oÃ...er are not currently available in grocery stores, warehouse clubs or other mass...

  • Page 19
    ... of business, our Ã'nancial 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. You should carefully...

  • Page 20
    ...distribution, merchandise planning and replenishment functions, and to maintain our in-stock positions. Our information systems are centrally located at our headquarters in Phoenix, Arizona, and we possess oÃ...site redundancy capabilities. The failure of our information systems to perform as designed...

  • Page 21
    ... a result of seasonal changes associated with the pet food and pet supply retailing industry and the timing of controllable expenses and new store openings. Our business is subject to seasonal Ã-uctuation. We typically realize a higher portion of our net sales and operating proÃ't during the fourth...

  • Page 22
    ... management and Ã'nancial resources. International operations require the integration of personnel with varying cultural and business backgrounds and an understanding of the relevant diÃ...erences in the legal and regulatory environments. In addition, we purchase signiÃ'cant amounts of pet supplies...

  • Page 23
    ... from pets in our stores to associates and patrons of our stores. In addition, 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...

  • Page 24
    ... 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 to the anti-takeover provisions of Section 203 of the Delaware...

  • Page 25
    ... Vice President, Services, Strategic Planning and Business Development Vice President, Controller, and Chief Accounting OÇcer Senior Vice President, Distribution Senior Vice President, Merchandising Philip L. Francis has been a director of PETsMART since 1989, and Chief Executive OÇcer since...

  • Page 26
    ...Manager of Sears Hardware Stores. Kenneth T. Hall was appointed Senior Vice President and Chief Marketing OÇcer in January 2003. He joined PETsMART as Vice President, Strategic Planning and Customer Relationships in October 2000. From 1999 to 2000, Mr. Hall worked as a consultant for Bain & Company...

  • Page 27
    ... Stores Alabama Arizona Arkansas California Colorado Connecticut Delaware Florida Georgia Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Hampshire New Jersey New Mexico New...

  • Page 28
    ... lease for this space expires in 2010. Our distribution centers and respective lease expirations are as follows: Location Square Footage Lease Expiration Ennis, Texas Columbus, Ohio Gahanna, Ohio Hagerstown, Maryland Newnan, Georgia Phoenix, Arizona Reno, Nevada 230,000 613,000 276,000 252...

  • Page 29
    ...Common Stock and Related Stockholder Matters 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 price per share of our common stock. These prices represent...

  • Page 30
    ...marketing channels, PETsMART.com, the Internet's most popular pet e-commerce site, as well as a web site dedicated to equine products, and two major branded catalogs. We complement our extensive product assortment with a wide selection of value-added pet services, including grooming and pet training...

  • Page 31
    .... The costs for future rental payments associated with closed stores are calculated using the net present value method, at a risk-free interest rate, over the remaining life of the lease, net of expected sublease income. Judgment is used to estimate the underlying real estate market related to the...

  • Page 32
    ... warehousing and distribution costs related to our PETsMART Direct operations and certain costs of payroll, fringe beneÃ'ts and supplies relating to our training and PETsHOTEL services to cost of sales. These costs had been classiÃ'ed in prior periods as operating expenses. (2) We adopted SFAS No...

  • Page 33
    ... 2002, we opened 27 new stores, and closed four stores. The increase in services revenue, which includes grooming, training and our three PETsMART PETsHOTELTM operations, was due primarily to higher volume. The decrease in revenue from direct marketing channels was from lower pet catalog sales, due...

  • Page 34
    ... 34 new stores and closed seven stores. Also contributing to the sales increase was a $27.3 million increase, or 29.7% increase in services revenue, which includes grooming, training, and PETsHOTEL revenue in 2001 compared with 2000. In 2001, net sales related to the catalog and Internet businesses...

  • Page 35
    ... losses generated by PETsMART.com, our annual eÃ...ective tax rate for 2000 was 41.2%. EÃ...ective for 2001, losses from PETsMART.com are included in our consolidated federal income tax return. Liquidity and Capital Resources Cash Flow and Balance Sheet Data Cash provided by operations increased $32...

  • Page 36
    ...forward distribution centers. Approximately 69% of our stores are operating under the new store format. Our primary long-term capital requirements consist of opening new stores, reformatting existing stores to our new store format, and expenditures associated with the equipment and computer software...

  • Page 37
    ..., make planned capital expenditures, scheduled debt payments, and reÃ'nance indebtedness, depends on our future operating performance and cash Ã-ow, which are subject to prevailing economic conditions and to Ã'nancial, business and other factors, some of which are beyond our control. OÃ... Balance...

  • Page 38
    ...operating results are not necessarily meaningful and that these comparisons cannot be relied upon as indicators of future performance. In addition, sales of certain products and services designed to address pet health needs are seasonal. Because our stores typically draw customers from a large trade...

  • Page 39
    ... Task Force Issue No. 94-3, ""Liability Recognition for Certain Employee Termination BeneÃ'ts and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).'' The new standard requires companies to recognize costs associated with exit or disposal activities when they are...

  • Page 40
    ... the planned opening of additional stores in existing markets, which may diminish sales of existing stores, we anticipate that comparable store sales increases may be lower in future periods. As a result of our expansion plans, we anticipate the timing of new store openings, related preopening costs...

  • Page 41
    ... of Executive OÇcers,'' ""Stock Option Grants, Exercises and Plans,'' and ""Employment and Severance Arrangements'' to be contained in our proxy statement. Item 12. Security Ownership of Certain BeneÃ'cial Owners and Management and Related Stockholder Matters The information required by...

  • Page 42
    ... this Annual Report on Form 10-K. The principal executive oÇcer and principal Ã'nancial oÇcer concluded, based on their review, that our disclosure controls and procedures, as deÃ'ned by Exchange Act Rules 13a-14(c) and 15d-14(c), are eÃ...ective and ensure that we disclose the required information...

  • Page 43
    ..., thereunto duly authorized, on April 14, 2003. PETSMART, INC. By: PHILIP L. FRANCIS Philip L. Francis Chairman of the Board of Directors, and Chief Executive OÇcer /s/ POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints...

  • Page 44
    ... D. O'Malley NANCY J. PEDOT Nancy J. Pedot WALTER J. SALMON Walter J. Salmon THOMAS G. STEMBERG Thomas G. Stemberg Director April 14, 2003 /s/ Director April 14, 2003 /s/ Director April 14, 2003 /s/ Director April 14, 2003 /s/ Director April 14, 2003 /s/ Director April 14, 2003 32

  • Page 45
    ..., results of operations and cash Ã-ows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying oÇcer and I are responsible for establishing and maintaining disclosure controls and procedures (as deÃ'ned in Exchange Act Rules 13a-14 and...

  • Page 46
    ..., results of operations and cash Ã-ows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying oÇcer and I are responsible for establishing and maintaining disclosure controls and procedures (as deÃ'ned in Exchange Act Rules 13a-14 and...

  • Page 47
    ... and OÇcers. 1995 Equity Incentive Plan, as amended. 1996 Non-Employee Directors' Equity Plan, as amended. 1997 Equity Incentive Plan, as amended. 2002 Employee Stock Purchase Plan. Form of Restricted Stock Bonuses. Credit Agreement among PETsMART, certain lenders, and Administrative Lender...

  • Page 48
    ... reference to Exhibit 10.9 to PETsMART's Annual Report on Form 10-K for the Ã'scal year ended February 3, 2002 (File No. 0-21888), Ã'led on April 15, 2002. (12) Incorporated by reference to Exhibit 10.11 to PETsMART's Quarterly Report on Form 10-Q for the thirteen weeks ended August 4, 2002 (File No...

  • Page 49
    PETsMART, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE Page Reports of Independent Auditors Consolidated Balance Sheets as of February 2, 2003 and February 3, 2002 Consolidated Statements of Operations for the Ã'scal years ended February 2, ...

  • Page 50
    ..., the Company acquired a controlling interest in PETsMART.com, Inc. and the Company has consolidated PETsMART.com, Inc. since that date. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform...

  • Page 51
    ...) present fairly, in all material respects, the Ã'nancial position of PETsMART.com, Inc. (the ""Company'') at December 19, 2000, and the results of its operations and its cash Ã-ows for the period from January 3, 2000 to December 19, 2000, in conformity with accounting principles generally accepted...

  • Page 52
    ...current liabilities Subordinated convertible notes Capital lease obligations Accrued merger, business integration, and restructuring costs Deferred rents and other liabilities Total liabilities Commitments and contingencies Stockholders' Equity: Preferred stock; $.0001 par value; 10,000 shares...

  • Page 53
    ...share data) Net sales Cost of sales Gross proÃ't Operating expenses General and administrative expenses Operating income Interest income Interest expense Income before equity loss in PETsMART.com... translation adjustments Comprehensive income (loss Earnings (loss) per common share: Basic...

  • Page 54
    ... to oÇcers Purchase of treasury stock, at cost Net loss BALANCE AT JANUARY 28, 2001 ÏÏÏ Tax beneÃ't from exercise of stock options Issuance of common stock under stock incentive plans Amortization of deferred compensation, net of award reacquisitions and adjustments Other comprehensive loss...

  • Page 55
    ... by operating activities CASH FLOWS USED IN INVESTING ACTIVITIES: Purchases of property and equipment Investment in cost holdings Investment in equity holdings Purchase of controlling interest in PETsMART.com, net of cash of $6,202 Proceeds from sales of property and equipment Net cash used...

  • Page 56
    ... largest provider of high-quality grooming and pet training services. Through its strategic relationship with BanÃ'eld, The Pet HospitalTM, PETsMART makes full-service veterinary care available in approximately 300 of its stores. Through its direct marketing channels, PETsMART is also a leading mail...

  • Page 57
    .... Cost of sales includes the following types of expenses: direct costs associated with the products sold, including inbound freight; salaries of the groomers and trainers and other costs related to the services line of business; warehousing costs, including procurement and distribution costs; store...

  • Page 58
    ... of the remaining shares held by PETsMART.com minority stockholders for approximately $9,500,000, and eliminated the minority interest balance of $604,000. The net amount of $8,896,000 was recorded in goodwill, and is associated with the pet Internet and pet catalog direct marketing channels, which...

  • Page 59
    ... cash Ã-ow method or market appraisals. As a result of continued losses incurred at its PETsMART Direct subsidiary, and an analysis of the current business model, in Ã'scal 2001, the Company performed an impairment analysis in accordance with SFAS No. 121, ""Accounting for the Impairment of Long...

  • Page 60
    ... costs in general and administrative expenses (see Note 6). The costs for future rental payments associated with closed stores are calculated using the net present value method, at a risk-free interest rate, over the remaining life of the lease, net of expected sublease income. The Company records...

  • Page 61
    ... plans as well an Employee Stock Purchase Plan (see Note 14). The Company accounts for those plans under APB Opinion No. 25, and related Interpretations. Accordingly, no compensation cost is reÃ-ected in net income, as all options granted under those plans had an exercise price equal to the market...

  • Page 62
    ... Task Force Issue No. 94-3, ""Liability Recognition for Certain Employee Termination BeneÃ'ts and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).'' The new standard requires companies to recognize costs associated with exit or disposal activities when they are...

  • Page 63
    ... the current year presentation. Note 2 ÃŒ Acquisition of Controlling Interest in PETsMART.com In Ã'scal 2000, the Company accounted for its investment using the equity method in accordance with APB No. 18 and recognized its share of the losses in PETsMART.com until it acquired a controlling interest...

  • Page 64
    ...Management International, Inc., (""MMI''), operates full-service veterinary hospitals and wellness hospitals inside approximately 300 of the PETsMART stores, under the name BanÃ'eld, The Pet HospitalTM. The Company's investment consists of common and convertible preferred stock. The Company accounts...

  • Page 65
    ...the purpose of purchasing shares of the Company's common stock on the open market. These loans mature Ã've years after issuance and accrue interest at 7.75% per annum, with principal and interest due at maturity. The oÇcers are required to hold the common stock for a minimum of 12 to 18 months. The...

  • Page 66
    ...Ã'llment for the pet and equine catalogs, e-commerce sites, and instore State Line Tack departments, and manages customer service for all direct marketing operations. Also as part of the plan, the Company closed Ã've small neighborhood PetWise retail stores located in upstate New York, and recorded...

  • Page 67
    ..., equipment, software, and goodwill, which was recorded in general and administrative expenses. The fair value of such assets was determined based on market appraisals and analysis of expected future discounted cash Ã-ows. Also in Ã'scal 2001, the Company analyzed the inventory at PETsMART Direct...

  • Page 68
    PETsMART... 2002 2001 Current provision: Federal ... statutory income tax rate to the Company's eÃ...ective tax rate before minority interest ...Costs associated with the settlement of litigation 5,545 Enacted change in foreign income tax rate Non-deductible corporate joint venture losses ÏÏ ÃŒ Change...

  • Page 69
    ... Deferred income tax assets: Deferred rents Reserve for closed stores Miscellaneous reserves and accruals Employee beneÃ't expense Depreciation Net operating loss carryforwards Capital loss carryforwards Income tax credits Other Total deferred income tax assets Valuation allowance Net...

  • Page 70
    ... common stock. In Ã'scal 2002 and 2001, options to purchase approximately 609,300 and 2,616,000 shares of common stock, respectively, were outstanding but not included in the computation of diluted earnings per share because the options' exercise prices were greater than the average market price of...

  • Page 71
    ... 2006. Note 9 ÃŒ Employee BeneÃ't Plan The Company has a deÃ'ned 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 employee contributions, up...

  • Page 72
    ... for the structured lease facilities, insurance programs, import purchases and utilities. As of February 2, 2003, $47.4 million was outstanding under our letters of credit. Operating and Capital Leases The Company leases substantially all of its stores, retail distribution centers, corporate oÇces...

  • Page 73
    ... stores occupied by veterinary services, which is recorded as income from leased departments within cost of sales in the accompanying consolidated statements of operations. Licensing fees are determined by Ã'xed costs per square foot, adjusted for the number of days the hospitals are open and sales...

  • Page 74
    ... current oÇcers and directors. These plaintiÃ...s subsequently dismissed the state court complaint, prior to the issuance of any rulings on the merits, and added the claims from the state complaint to a consolidated federal complaint. The consolidated complaint related to the 1996 acquisition of Pet...

  • Page 75
    ... shares for aggregate proceeds of $1,006,000. At the Annual Shareholder Meeting held June 27, 2002, a new Employee Stock Purchase Plan (the ""Plan'') was approved by the Shareholders. Under this Plan, essentially all employees with six or more months of service will be able to purchase common stock...

  • Page 76
    ... stock awards to purchase up to 22,083,314 shares of common stock to employees including oÇcers, consultants or directors of the Company, at fair market value at the date of grant. At February 2, 2003, stock options to purchase 14,493,366 shares of common stock were outstanding with exercise prices...

  • Page 77
    ... 7.53 $ 7.85 $ 9.44 $10.40 $11.70 $14.37 $22.03 $ 8.31 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 that date. No certiÃ'cates for the...

  • Page 78
    ... and distribution costs related to our PETsMART Direct operations to cost of sales. Also, in 2000 and 2001 and in the Ã'rst quarter of 2002, we reclassiÃ'ed certain costs of payroll, fringe beneÃ'ts and supplies relating to our training and PETsHOTEL services, to cost of sales. These costs had...

  • Page 79
    PETsMART, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ÃŒ (Continued) (2) We adopted SFAS No. 145, ""Rescission ...2001 and 2000, respectively, as a reduction to general and administrative expenses. We also reclassiÃ'ed the related income tax expense of $0.5 million and $1.9 million...

  • Page 80
    ...audits. In our opinion, such consolidated Ã'nancial statement schedule, when considered in relation to the basic consolidated Ã'nancial statements taken as a whole, presents fairly in all material respects the information set forth therein. DELOITTE & TOUCHE LLP Phoenix, Arizona March 4, 2003 F-32

  • Page 81
    SCHEDULE II PETsMART, INC. AND SUBSIDIARIES 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...

  • Page 82
    ... General and administrative expenses Loss on disposal of subsidiaryÏÏÏÏ Merger and business integration costs Operating income Interest income Interest expense Income before equity loss in PETsMART.com, income tax expense, minority interest, and cumulative eÃ...ect of a change in accounting...

  • Page 83
    ...of Regulation S-K. Management believes that this presentation provides useful information to investors regarding the results of operations of our stores. (6) North American retail stores only, excludes catalog and Internet sales in all periods, and includes only stores open at least 52 weeks. Fiscal...

  • Page 84
    ... Central Avenue Suite 1200 Phoenix, AZ 85012 Shareholder Inquiries PETsMART Investor Relations 19601 North 27th Avenue Phoenix, AZ 85027 (623) 587-2025 [email protected] PETsMART Common Stock The company's common stock is traded on the NASDAQ National Market under the symbol "PETM."

  • Page 85
    19601 NORTH 27TH AVENUE PHOENIX, AZ 85027 6 2 3 - 5 8 0 - 610 0 W W W . P E T S M A R T. C O M