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Creating a smarter customer
PETSMART, INC. 2006 ANNUAL REPORT
Creating a Smarter Pet Parent
PETSMART, INC. 2006 ANNUAL REPORT

Table of contents

  • Page 1
    Creating a asmarter Creating Smarter Petcustomer Parent MA AR RT, T , I IN NC C.. 2 20 00 06 6 A AN RR TT PP EE TT SSM NN NU UA ALL R REEPPOO

  • Page 2
    ... PetsHotel cat and dog boarding facilities, and is a leading online provider of pet supplies and pet care information (www.petsmart.com). PetSmart provides a broad range of competitively priced pet food and pet products; and offers complete pet training, pet grooming, pet boarding, doggie day camp...

  • Page 3
    ... most important elements to building a successful relationship with her new pet, so she signs up for a training class before leaving the store. She receives information that helps her choose the healthiest food at the right stage of her dog's life, and offers to try new products. She even receives...

  • Page 4
    EXPERIENCE CUSTOMER EXP t looking as shiny to her local ates will , LD THE PET H When Jennifer is looking for a of vaccinations, she is r located in her neig OS IE PI BANF T A L® PTION S GR OOMIN ORES PR ODUC TRA INING PE TSHOTELS A over impresse the in-store B peace of mind....

  • Page 5
    ... help her find the products and solutions that make it easier to be a great pet parent. Jennifer trusts the friendly and dedicated PetsHotel associates to provide the best care 24-hours a day for her dog while she is away. our of the hotel helped ease Jennifer's anxiety aving her pet, and she was...

  • Page 6
    ... their pets holiday or birthday gifts.5 To 78 percent of all cat owners and 85 percent of all dog owners, the pet is much more than a pet, it's part of the family.6 TM 1 5 Sources: Packaged Facts; BCC; APPMA. Note: Includes veterinary, does not include equine. Source: Pew Research Center, 2005...

  • Page 7
    ..., smarter and more confident pet parents. Today, pet parents want to provide the best level of care for their pets, who are valued members of the family. They rely on the associates in our stores to educate them and lead them to make the right choices for their pets. As experts in this industry...

  • Page 8
    ... that the North American market will ultimately support 1,400 stores. And as we bring more stores to our customers, we introduce them to the choices, information and expertise we offer. Our pet services business-grooming, pet training, PetSmart PetsHotel® and Doggie Day CampSM-is the largest...

  • Page 9
    ... offers designed to change their behavior, and build their long-term loyalty to PetSmart by making their shopping experience more meaningful. The program is not just about traffic or coupons, it's about increasing customer loyalty and driving spend per pet. Initiatives like the New Pet Center and...

  • Page 10
    ...posted on our website our Corporate Governance Guidelines and related information. • Eleven of our 12 members of the Board of Directors are independent of PetSmart and our management. • The Lead Director and all members of the board committees-the Audit Committee, the Compensation Committee, and...

  • Page 11
    ...the closing sale price of the registrant's common stock on July 30, 2006, the last business day of the registrant's most recently completed second fiscal quarter, as reported on the NASDAQ Global Select Market was approximately $3,259,222,000. This calculation excludes approximately 1,960,000 shares...

  • Page 12
    ... About Market Risks ...Financial Statements and Supplementary Data ...Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...Controls and Procedures ...Other Information ...PART III Directors, Executive Officers and Corporate Governance ...Executive Compensation...

  • Page 13
    ... selection of private brands across a range of product categories. We complement our strong product assortment with value-added pet services, including grooming, training, boarding and day camp. All our stores offer complete pet training services and virtually all our stores feature pet styling...

  • Page 14
    ... 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 control and aquatic supplies. Veterinary care, other pet services and purchases of pets...

  • Page 15
    ...existing stores with this new format in fiscal 2006 and will continue the program in fiscal 2007 and 2008. Expand our pet services business. Based on net sales, we are North America's leading provider of pet services, which include professional grooming, training, boarding and day camp. Pet services...

  • Page 16
    ...stores through third-party vendors, and we do not own any trailers. We operate the following distribution centers: Location Square Footage Date Opened Distribution Type Brockport, New York . Phoenix, Arizona ...Ennis, Texas ...Columbus, Ohio ...Gahanna, Ohio ...Hagerstown, Maryland. Newnan, Georgia...

  • Page 17
    ...water tropical fish, birds, reptiles and small pets. Pets comprised 3% of our net sales in fiscal 2006, 2005 and 2004. We do not sell dogs or cats but instead provide space in most stores for adoption partners to use. Pet Services Pet services, which include grooming, training, boarding and day camp...

  • Page 18
    ... Information by Business Segment and Geographic Data As of January 28, 2007, we had two operating segments, PetSmart North America, which included all retail locations, and PetSmart Direct, which included our e-commerce operations and equine catalog. We evaluated our segment reporting requirements...

  • Page 19
    ... any amendments or waivers to the policy in the Corporate Governance section of the PetSmart Internet web-site located at www.petm.com. Management Our executive officers and their ages and positions on March 18, 2007, are as follows: Name Age Position Philip L. Francis ...Robert F. Moran ...Timothy...

  • Page 20
    ...2006. He joined PetSmart as Vice President, Strategic Planning and Customer Relationships in September 2000 and was appointed Senior Vice President and Chief Marketing Officer in January 2003. From 1999 to 2000, Mr. Hall worked as a consultant for Bain & Company, Inc., a global management consulting...

  • Page 21
    ... our financial performance. Opening new stores may attract some customers away from other stores already operated by us in those markets and diminish their sales. Our ability to be successful with our store development efforts is dependent on various factors including: • Identifying store sites...

  • Page 22
    ... with our customers, the demand for our products and services, our market share and our profitability. Our results may fluctuate due to seasonal changes associated with the pet products retail industry and the timing of expenses, new store openings and store closures. Our business is subject...

  • Page 23
    ... operation of our business is dependent on our information systems. In particular, we rely on our information systems to effectively manage our financial data, warehousing, distribution, merchandise planning and replenishment functions and to maintain our in-stock positions. We possess offsite...

  • Page 24
    ... merchandisers, our business could be harmed. In addition, if the grocery brands currently available to such retailers were to gain market share at the expense of the premium brands sold only through specialty pet food and pet supply outlets, our business could be harmed. We purchase a substantial...

  • Page 25
    ... management and services personnel could require us to pay higher wages or other compensation to attract a sufficient number of employees. Turnover, which has historically been high among entry-level or part-time associates at our stores and distribution centers, increases the risk associates...

  • Page 26
    ... could experience increased costs associated with operating inefficiencies which could have an adverse effect on our financial results. Changes to estimates related to our property and equipment, or operating results that are lower than our current estimates at certain store locations, may cause us...

  • Page 27
    ... from the transfer of diseases from pets in our stores to other animals, associates and customers. From time to time, we have been subject to class action lawsuits, governmental action, intellectual property infringement claims, product liability claims for some of the products we sell and general...

  • Page 28
    ... claim costs and currently recorded liabilities and could have a material impact on our consolidated financial statements. Pending legislation, weather, catastrophic events, disease or other factors could disrupt our operations, supply chain and the supply of the small pets and products we sell...

  • Page 29
    ... of companies. These fluctuations, as well as general economic and market conditions, including but not limited to those listed above, may harm the market price of our common stock. Our operating and financial performance in any given period might not meet the guidance we have provided to the public...

  • Page 30
    ... purchase right was distributed on August 29, 1997, for each share of common stock held on that date. The Stockholder Rights Plan is scheduled to expire August 28, 2007. We are also subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, and the application...

  • Page 31
    ... States: Number of Stores Alabama ...Arizona ...Arkansas ...California ...Colorado ...Connecticut ...Delaware ...Florida ...Georgia ...Idaho ...Illinois ...Indiana ...Iowa ...Kansas ...Kentucky ...Louisiana ...Maine...Maryland ...Massachusetts ...Michigan ...Minnesota...Mississippi ...Missouri...

  • Page 32
    ... 115,000 square feet. 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 ...Reno, Nevada ...Ottawa, Illinois ... ... 230,000...

  • Page 33
    ... 2005 2006 On March 27, 2007, the Board of Directors declared a quarterly cash dividend of $0.03 per share payable on May 11, 2007 to stockholders of record on April 27, 2007. Holders. On March 14, 2007, there were 5,831 holders of record of our common stock. Equity Compensation Plan Information...

  • Page 34
    ... stock for each period in the quarter ended January 28, 2007: 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(1) Period Average Price Paid per Share...

  • Page 35
    ..., except to the extent that the Company specifically incorporates it by reference into such filing. The following graph shows a five-year comparison of the cumulative total stockholders' returns for our common stock, the S&P 500 Index, and the S&P Specialty Stores Index based on a $100 investment on...

  • Page 36
    ... 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 37
    ... locations. PetsHotel provides boarding for dogs and cats, 24-hour supervision, an on-call veterinarian, temperature controlled rooms and suites, daily specialty treats and play time as well as day camp for dogs. At the end of the fiscal year, we operated 62 PetsHotels. We estimate an ultimate build...

  • Page 38
    ... will be stores with certain inventory items that have not been counted. For each reporting period presented, we estimate the inventory shrinkage based on a two-year historical trend analysis. Changes in shrink results or market conditions could cause actual results to vary from estimates used to...

  • Page 39
    ... 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 can make no assurances that additional charges for these stores will not be required based...

  • Page 40
    ... in our net sales and include grooming, training, boarding and day camp operations, increased by 25.8%, or $77.2 million, to $376.0 million. This increase was primarily due to continued strong demand for our grooming and training services as well as the addition of 30 new PetsHotels during fiscal...

  • Page 41
    ... than product sales. In addition, we opened 30 PetsHotels in fiscal 2006 compared to 16 in fiscal 2005. PetsHotels have higher costs as a percentage of revenue in the first several years. We also experienced higher redemptions of promotional offers in our PetPerks program, which are recorded as...

  • Page 42
    ... fuel prices, which caused a decrease in consumer spending. In addition, we lost 437 days of sales from store closures due to the effect of hurricanes in the third quarter of fiscal 2005. Services sales, which are included in our net sales and include grooming, training, boarding and day camp...

  • Page 43
    ... payable increased by $8.5 million primarily as a result of increased merchandise inventory levels. Accrued payroll, bonus and employee benefits increased $17.0 million due to increased reserves for worker's compensation activity, increased bonus accruals and timing of payroll related payments...

  • Page 44
    ... primarily related to new stores, remodel projects, information systems projects and fixtures and equipment for a new distribution center. Net cash used in financing activities for fiscal 2006 was $145.0 million, which is comprised primarily of $161.9 million for the purchase of treasury stock, $19...

  • Page 45
    investment in the development of our information systems, to add to our services capacity with the expansion of certain grooming salons, to remodel or replace certain store assets and to continue our store refresh program. In addition, we plan to purchase 19 Super Pet stores in Canada, as described ...

  • Page 46
    ...of credit for guarantees provided for insurance programs, capital lease agreements and utilities. As of January 28, 2007, $51.6 million was outstanding under our letters of credit. Related Party Transactions We have an investment in MMIH, a provider of veterinary and other pet-related services. MMIH...

  • Page 47
    ... future performance. Controllable expenses, such as advertising, could fluctuate from quarter-to-quarter in a fiscal year. Net sales of certain products and services designed to address pet health needs are seasonal. Because our stores typically draw customers from a large trade area, net sales also...

  • Page 48
    ... well as changes in our credit standing. In addition, a market risk exists associated with fuel prices. Energy Costs Increased fuel prices have negatively impacted our results of operations during fiscal 2006. Fuel surcharges for transporting product from our vendors to our distribution centers and...

  • Page 49
    ... assurance that information required to be discussed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Management's Report on Internal Control Over Financial Reporting We...

  • Page 50
    ... opinions. A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other...

  • Page 51
    ... the policies in PetSmart's Code of Business Ethics and Policies. We require full compliance with this policy and all designated associates including our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and other individuals performing similar positions, to sign...

  • Page 52
    ... caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 27, 2007. PetSmart, Inc. By: PHILIP L. FRANCIS Philip L. Francis Chairman of the Board of Directors, and Chief Executive Officer /s/ POWER OF ATTORNEY KNOWALL PERSONS BY THESE PRESENTS, that...

  • Page 53
    Signature Title Date /s/ AMIN I. KHALIFA Amin I. Khalifa /s/ /s/ /s/ RONALD KIRK Ronald Kirk Director Director Director Director Director Director March 27, 2007 March 27, 2007 March 27, 2007 March 27, 2007 March 27, 2007 March 27, 2007 RICHARD K. LOCHRIDGE Richard K. Lochridge BARBARA A. ...

  • Page 54
    ... 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 55
    ...., Pet Wise, Inc., 3003300 Nova Scotia Company, Petscard, LLC, and Petsmart Leasing, Inc. Separation Agreement with Timothy E. Kullman, dated December 12, 2006 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm Certification of Chief Executive Officer as required by Rule...

  • Page 56
    ...Exhibit 10.15 to PetSmart's Annual Report on Form 10-K for the fiscal year ended February 2, 2003 (File No. 0-21888), filed on April 18, 2003. (19) Incorporated by reference to Exhibit 10.16 to PetSmart's Current Report on Form 8-K (File No. 0-21888), filed on December 15, 2006. (20) Incorporated by...

  • Page 57
    APPENDIX F PetSmart, Inc. and Subsidiaries Index to Consolidated Financial Statements and Financial Statement Schedule Page Report of Independent Registered Public Accounting Firm...Consolidated Balance Sheets as of January 28, 2007 and January 29, 2006...Consolidated Statements of Operations and ...

  • Page 58
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of PetSmart, Inc. Phoenix, Arizona We have audited the accompanying consolidated balance sheets of PetSmart, Inc. and subsidiaries (the "Company") as of January 28, 2007 and January 29, 2006, and the ...

  • Page 59
    ... 23,751 $1,863,691 Total assets...$2,053,477 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and bank overdraft...$ 179,638 Accrued payroll, bonus and employee benefits ...120,801 Accrued occupancy expenses and deferred rents ...44,972 Current maturities of capital lease obligations ...17,667...

  • Page 60
    PetSmart, Inc. and Subsidiaries Consolidated Statements of Operations and Comprehensive Income Fiscal Year Ended January 28, January 29, January 30, 2007 2006 2005 (In thousands, except per share data) Net sales ...Cost of sales ...Gross profit ...Operating, general and administrative expenses ......

  • Page 61
    ... Treasury Common Treasury Common Paid-In Retained Stock Stock Stock (Loss) Stock Capital Earnings (In thousands, except per share data) Total BALANCE AT FEBRUARY 1, 2004 ...144,813 Stock options and employee stock purchase plan compensation cost ...Tax benefits from tax deductions in excess of the...

  • Page 62
    ... benefits from tax deductions in excess of the compensation Non-cash interest expense ...Changes in assets and liabilities: Receivables, net ...Merchandise inventories ...Prepaid expenses and other current assets ...Other noncurrent assets ...Accounts payable ...Accrued payroll, bonus and employee...

  • Page 63
    ...life stages of pets and pet services, which include professional grooming, training, boarding and day camp. PetSmart also offers pet products through an e-commerce site. As of January 28, 2007, PetSmart had full-service veterinary hospitals in 608 of its stores. Medical Management International, Inc...

  • Page 64
    ... of Sales Merchandise inventories represent finished goods and are recorded at the lower of cost or market. Cost is determined by the moving average cost method and includes inbound freight as well as certain procurement and distribution costs related to the processing of merchandise. The Company...

  • Page 65
    ... Financial Statements - (Continued) Cost of sales includes the following types of expenses: • Purchase price of merchandise inventories sold; • Transportation costs associated with moving merchandise inventories from the Company's vendors to its distribution centers and its retail stores...

  • Page 66
    ...$190,000 each year. Insurance Liabilities and Reserves The Company maintains standard property and casualty insurance on all its properties and leasehold interests, product liability insurance that covers products and the sale of pets, self-insured health plans, employer's professional liability and...

  • Page 67
    ... 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 life of the lease. Judgment is used to estimate the underlying real estate market related to...

  • Page 68
    ... recognized net of applicable sales tax in the Consolidated Statements of Operations and Comprehensive Income. The Company records sales tax liability in other current liabilities on the Consolidated Balance Sheets. Vendor Concentration Risk The Company purchases merchandise inventories from several...

  • Page 69
    ... to Employees," and related interpretations, as permitted by SFAS No. 123, "Accounting for Stock-based Compensation." Effective January 31, 2005, the Company adopted the fair value recognition provisions of SFAS No. 123(R), Share-Based Payment, using the modified retrospective transition method...

  • Page 70
    ... full-service veterinary hospitals inside 596 of the Company's stores, under the registered trademark of Banfield, The Pet Hospital. Philip L. Francis, PetSmart's Chairman and Chief Executive Officer, and Robert F. Moran, PetSmart's President and Chief Operating Officer, are members of the board of...

  • Page 71
    ... retail stores' occupancy costs. The Company records occupancy costs as a component of cost of sales in its Consolidated Statements of Operations and Comprehensive Income. Licensing fees are determined by fixed costs per square foot, adjusted for the number of days the hospitals are open and sales...

  • Page 72
    ... January 28, 2007 Fiscal Year Ended January 29, January 30, 2006 2005 Opening balance ...Charges ...Cash payments ...Ending balance ... $ 9,604 4,276 (6,191) $ 7,689 $ 9,141 4,309 (3,846) $ 9,604 $ 14,762 4,798 (10,419) $ 9,141 The current portion of the closed store reserve is recorded in other...

  • Page 73
    PetSmart, Inc. and Subsidiaries Notes to Consolidated Financial Statements - (Continued) Income tax expense consisted of the following (in thousands): January 28, 2007 Fiscal Year Ended January 29, January 30, 2006 2005 Current provision: Federal ...State/Foreign ...Deferred: Federal ...State/...

  • Page 74
    ... Balance Sheets are as follows (in thousands): January 28, 2007 January 29, 2006 Deferred income tax assets: Capital lease obligations ...Employee benefit expense ...Deferred rents ...Net operating loss carryforwards ...Capital loss carryforwards ...Reserve for closed stores ...Miscellaneous...

  • Page 75
    ... Programs In April 2000, the Board of Directors approved a plan to purchase the Company's common stock. In March 2003, the Board of Directors extended the term of the purchase of the Company's common stock for an additional three years through March 2006 and increased the authorized amount of annual...

  • Page 76
    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 77
    ... allow the Company to renew for three to five additional five-year terms. Store leases, excluding renewal options, expire at various dates through fiscal 2024. Generally, the leases require payment of property taxes, utilities, common area maintenance, insurance and, if annual sales at certain...

  • Page 78
    ...,334 The rental commitments schedule includes all locations for which the Company has the right to control the use of the property and includes open stores, closed stores, stores to be opened in the future, distribution centers and corporate offices. The Company has recorded accrued rent of $1,849...

  • Page 79
    ... price at the end of the amended term. The decision date for each property is May 2007, with any payment under these options to occur in May 2008. The Company is currently evaluating its options under the lease agreements to determine the impact on its consolidated financial statements. Purchase...

  • Page 80
    ... to employees, including officers, consultants and directors of the Company, at the fair market value on the date of the grant. Activity in all of the Company's stock option plans is as follows (in thousands, except per share data): 2004 Weighted-Average Remaining Contractual Term Shares Weighted...

  • Page 81
    ...180 $ 92,051 The Company has an Employee Stock Purchase Plan, or ESPP, that allows essentially all employees who meet certain service requirements to purchase the Company's common stock on semi-annual offering dates at 85% of the fair market value of the shares on the offering date or, if lower, at...

  • Page 82
    ... total income tax benefit recognized in the Consolidated Statement of Operations and Comprehensive Income were as follows (in thousands): 2006 Fiscal Year 2005 2004 Stock options expense ...Employee stock purchase plan expense...Restricted stock expense ...Total stock-based compensation cost ...Tax...

  • Page 83
    ... stock awards. Note 15 - Supplemental Schedule of Cash Flows Supplemental cash flow information for fiscal 2006, 2005 and 2004 was as follows (in thousands): 2006 Fiscal Year 2005 2004 Interest paid...Income taxes paid, net of refunds ...Assets acquired using capital lease obligations ...Assets...

  • Page 84
    ...exit of the equine product line in fiscal 2007. MMI Holdings, Inc. On February 28, 2007, the Company announced an agreement to increase its portion of the voting shares of MMIH, the operator of Banfield, The Pet Hospital. The increase will result in the Company accounting for its share in MMIH using...

  • Page 85
    REPORT OF INDEPENDENT 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 28, 2007 and January 29, 2006, and for each of ...

  • Page 86
    ... and Qualifying Accounts Description Balance at Beginning of Period Charged to Expense Deductions (In thousands) Balance at End of Period Valuation reserves deducted in the Consolidated Balance Sheets from the asset to which it applies: Merchandise inventories: Lower of cost or market Fiscal 2004...

  • Page 87
    EXHIBIT INDEX Exhibit Number Description of Document 3.4 10.21 23.1 31.1 31.2 32.1 32.2 Bylaws of PetSmart, as amended 2006 Equity Incentive Plan Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm Certification of Chief Executive Officer as required by Rule 13a-14(a) ...

  • Page 88
    ...AZ 85012 Stockholder 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 Global Select Market under the symbol "PETM." PetSmart Website www.PetSmart...

  • Page 89
    19601 North 27th Avenue Phoenix, AZ 85027 623-580-6100 www.PetSmart.com ©2007 PetSmart Store Support Group, Inc. All rights reserved.