-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TsembJJVehBzQ8cr+G8jPWJUI8pgnYTofIS8/bgXN0qE/A3zY9CyCQdj+bp6k8l0 MK7LAOQ7LOHp3M3oW64fXQ== 0000888455-96-000011.txt : 19961213 0000888455-96-000011.hdr.sgml : 19961213 ACCESSION NUMBER: 0000888455-96-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961102 FILED AS OF DATE: 19961212 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PETCO ANIMAL SUPPLIES INC CENTRAL INDEX KEY: 0000888455 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 330479906 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-23574 FILM NUMBER: 96679636 BUSINESS ADDRESS: STREET 1: 9125 REHCO RD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194537845 MAIL ADDRESS: STREET 1: 9125 REHCO RD CITY: SAN DIEGO STATE: CA ZIP: 92121 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 2, 1996 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to __________ Commission file number: 0-23574 PETCO ANIMAL SUPPLIES, INC. (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Delaware 33-0479906 9125 Rehco Road San Diego, CA 92121 (619) 453-7845 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Title Date Outstanding Common Stock, $.0001 Par Value December 10, 1996 16,555,221 PETCO Animal Supplies Inc. Index Part I Financial Information Page Item 1. Consolidated Financial Statements Consolidated Balance Sheets at February 3, 1996 and November 2, 1996 3 Consolidated Statements of Operations for the thirteen and thirty-nine weeks ended October 28, 1995 and November 2, 1996 4 Consolidated Statement of Stockholders' Equity for the thirty-nine weeks ended November 2, 1996 5 Consolidated Statements of Cash Flows for the thirty-nine weeks ended October 28, 1995 and November 2, 1996 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Part II Other Information Item 6. Exhibits and Reports on Form 8-K 14 Signatures 15 PETCO ANIMAL SUPPLIES, INC. CONSOLIDATED BALANCE SHEETS (unaudited, in thousands, except shares) February 3, November 2, 1996 1996 ASSETS Current assets: Cash and cash equivalents $ 10,637 $ 42,927 Receivables 4,560 6,741 Inventories 45,756 63,288 Other current assets 718 2,290 Total current assets 61,671 115,246 Fixed assets, net 58,060 84,369 Goodwill 31,767 37,418 Deferred tax assets 10,521 12,777 Other assets 1,467 2,419 $163,486 $252,229 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 25,774 $ 29,524 Accrued expenses 12,581 16,780 Accrued salaries and employee benefits 5,194 6,332 Revolving credit facility -- -- Current portion of capital lease and other obligations 2,758 4,006 Total current liabilities 46,307 56,642 Capital lease and other obligations, excluding current portion 11,524 14,152 Accrued store closing costs 4,804 7,496 Deferred rent 3,462 2,624 Stockholders' equity: Preferred stock, $.0001 par value, 2,000,000 shares authorized, no shares issued and outstanding -- -- Common stock, $.0001 par value, 100,000,000 shares authorized, 13,612,826 and 16,550,406 shares issued and outstanding, respectively 1 2 Additional paid-in capital 131,714 210,817 Accumulated deficit (34,326) (39,504) Total stockholders' equity 97,389 171,315 Commitments and contingencies $163,486 $252,229
See accompanying notes to consolidated financial statements PETCO ANIMAL SUPPLIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, in thousands, except share data) Thirteen weeks ended Thirty-nine weeks ended October 28, November 2, October 28, November 2, 1995 1996 1995 1996 Net sales $ 71,080 $ 107,908 $ 195,523 $ 307,692 Cost of sales and occupancy costs 58,016 79,320 152,473 228,786 Gross profit 13,064 28,588 43,050 78,906 Selling, general, and administrative expenses 24,229 23,366 50,128 66,629 Merger and nonrecurring charges -- 2,949 -- 17,894 Operating income (loss) (11,165) 2,273 (7,078) (5,617) Interest income, net 233 280 311 163 Earnings (loss) before income taxes (10,932) 2,553 (6,767) (5,454) Income taxes (benefits) (13,287) 1,226 (12,110) (1,045) Net earnings (loss) $ 2,355 $ 1,327 $ 5,343 $ (4,409) Net earnings (loss) per common and common equivalent share $ 0.17 $ 0.08 $ 0.43 $ (0.28) Weighted average number of common and common equivalent shares outstanding 13,612,051 16,549,500 12,320,692 15,586,805
See accompanying notes to consolidated financial statements PETCO ANIMAL SUPPLIES, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (unaudited, in thousands, except share data) Common Stock Additional Total Paid-in Accumulated Stockholders' Shares Amount Capital Deficit Equity Balances at February 3, 1996 13,612,826 $ 1 $131,714 $ (34,326) $ 97,389 Sale of common stock 2,892,758 1 78,633 -- 78,634 Exercise of options 44,304 -- 458 -- 458 Issuance of stock for services 687 -- 17 -- 17 Retirement of stock (169) -- (5) -- (5) Distributions to shareholders -- -- -- (769) (769) Net loss -- -- -- (4,409) (4,409) Balances at November 2, 1996 16,550,406 $ 2 $210,817 $ (39,504) $171,315
See accompanying notes to consolidated financial statements PETCO ANIMAL SUPPLIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited, in thousands) Thirty-nine weeks ended October 28, November 2, 1995 1996 Cash flows from operating activities: Net earnings $ 5,343 $ (4,409) Depreciation and amortization 5,335 9,977 Deferred taxes (12,945) (2,256) Changes in assets and liabilities: Receivables (596) (2,181) Inventories (7,183) (17,532) Other current assets 352 (1,572) Other assets 840 (952) Accounts payable 2,142 3,750 Accrued expenses 1,860 4,199 Accrued salaries and employee benefits (9) 1,138 Accrued store closing costs 3,634 2,692 Deferred rent 650 (838) Net cash used in operating activities (577) (7,984) Cash flows from investing activities: Additions to fixed assets (21,644) (28,795) Net cash invested in acquisitions of businesses (4,115) (7,598) Net cash used in investing activities (25,759) (36,393) Cash flows from financing activities: Repayment of capital lease and other obligations (387) (1,668) Proceeds from the issuance of common stock 47,214 79,104 Distributions to shareholders (193) (769) Net cash provided by financing activities 46,634 76,667 Net increase in cash and cash equivalents 20,298 32,290 Cash and cash equivalents at beginning of year 7,339 10,637 Cash and cash equivalents at end of period $ 27,637 $ 42,927
See accompanying notes to consolidated financial statements PETCO ANIMAL SUPPLIES, INC. Notes to Consolidated Financial Statements Note 1 - General In the opinion of management of Petco Animal Supplies, Inc. (the "Company"), the unaudited consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary to present the financial position, results of operations and cash flows as of and for the periods ended October 28, 1995, and November 2, 1996. Because of the seasonal nature of the Company's business, the results of operations for the thirteen and thirty-nine weeks ended October 28, 1995 and November 2, 1996, are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and footnotes thereto for the fiscal year ended February 3, 1996 included in the Company's Form 10-K Annual Report (File No. 0- 23574) filed with the Securities and Exchange Commission (the "Commission") on April 27, 1996 and subsequently restated to reflect the merger with Pet Nosh which was accounted for as a pooling of interests, in the Company's Registration Statement on Form S-4 (Registration No. 333-14699) filed with the Commission on October 23, 1996, as amended by Amendment No. 1 filed with the Commission on November 20, 1996. Note 2 - Acquisitions In March 1996, the Company assumed lease obligations and purchased all tangible personal property and inventory used in connection with eight pet food and supply stores located in Maryland and Virginia and operated under the trade name P.T. Moran ("P.T. Moran"). In July 1996, the Company acquired all of the outstanding equity securities of a retailer with eight pet food and supply stores located in New York, New Jersey and Connecticut and operated under the trade name Pet Nosh ("Pet Nosh") for an aggregate consideration of 645,553 shares of common stock. The transaction was accounted for as a pooling of interests. In October 1996, the Company acquired all of the outstanding equity securities of a retailer with four pet food and supply stores located in Colorado operated under the trade name PETS USA ("PETS USA") for an aggregate consideration of 231,153 shares of common stock. The transaction was accounted for as a pooling of interests. All prior period financial statements presented have been restated to reflect the acquisitions accounted for as a pooling of interests. Prior to the acquisitions, Pet Nosh and PETS USA each used a December 31 fiscal year end while the Company's fiscal year ends on the Saturday nearest January 31. The restated financial statements combine historical financial statements of the Company for the fiscal year ended February 3, 1996, with the historical financial statements of Pet Nosh and PETS USA for the fiscal year ended December 31, 1995. Accordingly, the second quarter ended August 3, 1996 consisted of thirteen weeks of operating results of the Company and four months of operating results of Pet Nosh, and, the third quarter ended November 2, 1996 consisted of thirteen weeks of operating results of the Company and four months of operating results of PETS USA. Distributions to shareholders reflected in the accompanying Consolidated Statement of Stockholders' Equity are related to activities of acquired businesses. As a result of the acquisition of P.T. Moran, Pet Nosh and leases for four former Herman's Sporting Goods locations, the Company recorded merger and nonrecurring charges of $14.9 million during the thirteen weeks ended August 3, 1996 and, as a result of the acquisition of PETS USA, merger and nonrecurring charges of $2.9 million were recorded during the thirteen weeks ended November 2, 1996. These charges include transaction costs, costs attributable to lease cancellation and closure of duplicate or inadequate facilities, facility conversion costs, cancellation of certain contractual obligations and other integration costs. The Company entered into an Agreement and Plan of Merger ("Merger Agreement") dated October 3, 1996 with Pet Food Warehouse, Inc. ("Pet Food Warehouse"). The Boards of Directors of the Company and Pet Food Warehouse have approved the Merger Agreement. Under the terms of the Merger Agreement, each outstanding share of Pet Food Warehouse common stock will be converted into the right to receive a fraction of a share of the Company's common stock according to an exchange ratio defined in the Merger Agreement. The transaction is intended to qualify as a tax free reorganization and pooling of interests for accounting purposes. The transaction is subject to approval by the Pet Food Warehouse shareholders and is anticipated to close on or about December 31, 1996. Note 3 - Net Earnings (Loss) Per Share Net earnings (loss) per common and common equivalent share are computed by dividing net earnings (loss) by the weighted average number of common and common equivalent shares outstanding during the period. For the thirteen and thirty-nine weeks ended October 28, 1995 and November 2, 1996, common equivalent shares were not included as their effects would not be materially dilutive. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General The Company currently utilizes both superstore and traditional store formats and follows a strategy of converting and expanding its store base from a traditional store format to a superstore format. As a result of this strategy, the Company has opened and acquired superstores, has expanded, remodeled, and relocated traditional stores into superstores, collectively referred to as conversions, and has closed underperforming stores. At November 2, 1996, the Company operated 287 stores, including 222 superstores, in sixteen states and the District of Columbia. At October 28, 1995, the Company operated 239 stores, of which 156 were superstores. As a result of the Company's plan to open approximately 90 to 100 superstores this year, including acquisitions and conversions of existing traditional stores into superstore formats, the Company anticipates certain costs to increase as a percentage of sales in the near term. In addition, the timing of new superstore openings and related preopening expenses and the amount of revenue contributed by new and existing superstores may cause the Company's quarterly results of operations to fluctuate. The Company expects continued downward pressure on its gross profit as a percentage of sales from higher occupancy costs in new stores and increased competitive pressures in certain markets. This trend should be offset, however, by increased sales from maturing stores and the benefit of expanded merchandise assortments in existing stores. Increased payroll, advertising and other store level expenses as a percentage of sales in new stores should also contribute to lower store operating margins. In addition, the Company charges preopening costs associated with each new superstore to earnings as incurred. Therefore, the Company expects that the opening of a large number of new superstores in a given quarter may adversely impact its quarterly results of operations for that quarter. The Company acquired eight P.T. Moran stores in March 1996, eight Pet Nosh stores in July 1996, and four PETS USA stores in October 1996. The Company is in the process of integrating the merchandise mix, and operating and marketing philosophies into the Company format of superstores. Although the Company does not expect the results of the P.T. Moran, Pet Nosh, and PETS USA stores to be dilutive on its fiscal 1996 operating results, there can be no assurances these stores can achieve their anticipated profitability. The Company's business is also subject to some seasonal fluctuations. Historically, the Company has realized a higher portion of its net sales during the fourth quarter and a lower portion of its net sales in the third quarter. Results of Operations Third Quarter 1996 Compared to Third Quarter 1995 Net sales increased 51.8% to $107.9 million for the thirteen weeks ended November 2, 1996, ("third quarter 1996") from $71.1 million for the thirteen weeks ended October 28, 1995, ("third quarter 1995"). The increase in net sales in third quarter 1996 resulted primarily from the addition of 72 superstores, including the conversion of 20 traditional stores into superstores, and partially offset by the closing of nine stores in the past year, and a comparable store net sales increase of 17.0%. The comparable store net sales increase was attributable to maturing superstores, more effective marketing efforts and expanded merchandise assortments in existing stores. The net increase in the Company's store base accounted for approximately $26.2 million, or 71.2% of the net sales increase, and $10.6 million, or 28.8% of the net sales increase, was attributable to the increase in comparable store net sales. Gross profit, defined as net sales less cost of sales including occupancy costs, more than doubled to $28.6 million in third quarter 1996 from $13.1 million in third quarter 1995. Cost of sales and occupancy costs in the third quarter 1995 included charges of $4.3 million arising from the writedown of fixed assets and related costs with respect to the Company's central distribution facility. Excluding these charges, gross profit increased $11.2 million, or 64.4%, in third quarter 1996. As a percentage of sales, gross profit, on a comparable basis, increased to 26.5% in third quarter 1996 from 24.5% in third quarter 1995. This increase reflects a better sales mix, increased occupancy leverage and lower distribution expenses related to more efficient operation of the Company's central distribution facility during the current period. Selling, general and administrative expenses decreased $0.8 million to $23.4 million in third quarter 1996 from $24.2 million in the same period last year. Selling, general and administrative expenses in the third quarter 1995 included charges of $9.2 million related to acquisition activities. Excluding these charges, selling, general and administrative expenses increased $8.4 million, or 56.0%, in third quarter 1996. Selling, general and administrative expenses increased primarily as a result of higher personnel and related costs associated with new store openings and acquisitions. As a percentage of net sales, on a comparable basis, these expenses increased to 21.7% in third quarter 1996 from 21.1% in third quarter 1995 primarily due to increased amortization expense from goodwill. Merger and nonrecurring charges of $2.9 million were recorded in third quarter 1996 following the acquisition of PETS USA. Operating income in third quarter 1996 was $2.3 million compared to an operating loss of $11.2 million in third quarter 1995 which included $13.5 million in charges related to acquisition and warehousing activities. Operating income, excluding these charges and merger and nonrecurring charges, on a comparable basis, more than doubled to $5.2 million in third quarter 1996 from $2.3 million in third quarter 1995 and increased as a percentage of net sales to 4.8% in third quarter 1996 from 3.2% in third quarter 1995. Net interest income was $0.3 million in third quarter 1996 and $0.2 million in third quarter 1995. Income taxes were $1.2 million in third quarter 1996, compared to income tax benefits of $13.3 million in third quarter 1995. Income tax benefits in the prior year primarily related to recognition of deferred tax assets and the benefit of the loss before income taxes for the third quarter 1995. Net earnings were $1.3 million for the third quarter 1996 compared with $2.4 million for the same period last year. Net earnings, excluding merger and nonrecurring adjustments and related tax benefits, on a comparable basis, more than doubled to $3.3 million, or $0.20 per share, for the third quarter 1996 compared to $1.6 million, or $0.12 per share, for the third quarter 1995. Thirty-nine Weeks Ended November 2, 1996 Compared to Thirty-nine Weeks Ended October 28, 1995 Net sales increased 57.4% to $307.7 million for the thirty-nine weeks ended November 2, 1996 from $195.5 million for the thirty-nine weeks ended October 28, 1995. The increase in net sales resulted primarily from the addition of 72 superstores, including the conversion of 20 traditional stores into superstores, and partially offset by the closing of nine stores in the past year, and a comparable store net sales increase of 17.8%. The comparable store net sales increase was attributable to maturing superstores, more effective marketing efforts and expanded merchandise assortments in existing stores. The net increase in the Company's store base accounted for approximately $81.7 million, or 72.8% of the net sales increase, and $30.5 million, or 27.2% of the net sales increase, was attributable to the increase in comparable store net sales. Gross profit increased $35.8 million, or 83.1%, to $78.9 million for the thirty- nine weeks ended November 2, 1996 from $43.1 million for the same period last year. Excluding charges of $4.3 million arising from the writedown of fixed assets and related costs with respect to the Company's central distribution facility in the third quarter 1995, gross profit, on a comparable basis, increased $31.5 million, or 66.5%, for the thirty-nine weeks ended November 2, 1996 from the same period in 1995. As a percentage of net sales, gross profit, on a comparable basis, increased to 25.6% for the thirty-nine weeks ended November 2, 1996 from 24.2% for the same period last year. This increase reflects a better sales mix, increased occupancy leverage and lower distribution expenses related to the more efficient operation of the Company's central distribution facility during the current period. Selling, general and administrative expenses increased $16.5 million, or 32.9%, to $66.6 million for the thirty-nine weeks ended November 2, 1996 compared to $50.1 million for the same period last year. Selling, general and administrative expenses for the thirty-nine weeks ended October 28, 1995 included charges of $9.2 million related to acquisition activities. Excluding these charges, selling, general and administrative expenses increased $25.7 million, or 62.8%, for the thirty-nine weeks ended November 2, 1996. Selling, general and administrative expenses increased primarily as a result of higher personnel and related costs associated with new store openings and acquisitions. As a percentage of net sales, on a comparable basis, these expenses increased to 21.6% for the thirty-nine weeks ended November 2, 1996 from 20.9% for the same period last year primarily due to increased amortization expense from goodwill. Merger and nonrecurring charges of $17.9 million were recorded in the thirty-nine weeks ended November 2, 1996 following the acquisition of P.T. Moran, Pet Nosh, PETS USA and the four former Herman's Sporting Goods locations. Operating loss of $5.6 million was incurred in the thirty-nine weeks ended November 2, 1996, reflecting $17.9 million in merger and nonrecurring charges, compared to operating loss of $7.1 million in the prior year, reflecting $13.5 million in warehousing and acquisition charges. Operating income, excluding the merger and nonrecurring charges, on a comparable basis, increased to $12.3 million for the thirty-nine weeks ended November 2, 1996 from $6.4 million for the same period last year. Operating income as a percentage of net sales, on a comparable basis, increased to 4.0% for the thirty-nine weeks ended November 2, 1996 from 3.3% for the same period last year. Net interest income was $0.2 million for the thirty-nine weeks ended November 2, 1996 compared to net interest income of $0.3 million for the same period last year. Income tax benefits were $1.0 million in the thirty-nine weeks ended November 2, 1996 compared to income tax benefits of $12.1 million in the prior year. Income tax benefits in the prior year primarily related to the recognition of deferred tax assets and the benefit of the loss before incomes taxes for the third quarter 1995. Net loss of $4.4 million was incurred for the thirty-nine weeks ended November 2, 1996, reflecting the merger and nonrecurring adjustments and related income tax benefits, compared to net earnings of $5.3 million for the same period of the prior year. Net earnings, excluding merger and nonrecurring adjustments and related tax benefits, on a comparable basis, increased 73.8% to $7.3 million, or $0.47 per share, for the thirty-nine weeks ended November 2, 1996 compared to net earnings of $4.2 million, or $0.34 per share, for the thirty-nine weeks ended October 28, 1995. Liquidity and Capital Resources The Company has financed its operations and expansion program through internal cash flow, external borrowings and the sale of equity securities. At November 2, 1996, total assets were $252.2 million, of which $115.2 million were current assets. Net cash used in operating activities was $8.0 million for the thirty- nine weeks ended November 2, 1996 and $0.6 million for the same period of the prior year. The Company's sales are substantially on a cash basis, therefore cash flow generated from operating stores provides a source of liquidity to the Company. The principal use of operating cash is for the purchase of merchandise inventories. A portion of the Company's inventory purchases is financed through vendor credit terms. The Company uses cash in investing activities to acquire stores, purchase fixed assets for new and converted stores and, to a lesser extent, to purchase warehouse and office fixtures, equipment and computer hardware and software in support of its distribution and administrative functions. During the thirty-nine weeks ended November 2, 1996 the Company acquired three retailers of pet food and supplies and during the thirty-nine weeks ended October 28, 1995 the Company acquired four retailers of pet food and supplies. Net cash of $7.6 million and $4.1 million, respectively, was invested in the acquisitions of these businesses. Cash used in investing activities was $36.4 million for the thirty-nine weeks ended November 2, 1996 and $25.8 million for the same period of the prior year. The Company also finances some of its purchases of equipment and fixtures through capital leases and other obligations. Purchases of $5.5 million and $3.0 million of fixed assets were financed in this manner during the thirty-nine weeks ended November 2, 1996 and October 28, 1995, respectively. The Company believes that additional sources of capital lease and other financing are available on a cost- effective basis and plans to use them, as necessary, in connection with its expansion program. The Company's primary long-term capital requirement is funding for the opening or acquisition of superstores and the conversion of traditional stores into superstores. During the thirty-nine weeks ended November 2, 1996 and October 28, 1995, net proceeds of $78.6 million and $46.9 million, respectively, were obtained from public offerings of common stock to provide funds for the Company's expansion program, the acquisition of related businesses and for working capital requirements. The Company has a revolving credit facility with a commitment of up to $25.0 million which expires June 2, 1997. Borrowings under this facility are unsecured and bear interest, at the Company's option, at either the bank's reference rate or LIBOR plus 1.0%. The revolving credit facility contains certain affirmative and negative covenants related to working capital, net worth, leverage, profitability, capital expenditures and payment of cash dividends. As of February 3, 1996, the Company had available net operating loss carryforwards of $8.5 million for federal income tax purposes, which begin expiring in 2004, and $1.8 million for California income tax purposes, which begin expiring in 1996. The Company anticipates that available cash and cash equivalents as well as funds available under the revolving credit facility, funds generated by operations, currently available vendor financing, and capital lease and other financing will be sufficient to finance its continued operations and planned store openings for at the least the next twelve months. Certain Cautionary Statements Certain statements in this Quarterly Report on Form 10-Q that are not historical fact constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results of the Company to be materially different from historical results or from any results expressed or implied by such forward-looking statements. These factors are discussed under the caption "Certain Cautionary Statements" in the Company's Annual Report on Form 10-K for the year ended February 3, 1996. Part II. Other Information None Item 6. Exhibits and Reports on Form 8-K 1. Exhibits (a) 27.1 Financial Data Schedule (filed electronically only) 2. Reports on Form 8-K (a) The Company filed no reports on Form 8-K during the thirteen weeks ended November 2, 1996. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PETCO ANIMAL SUPPLIES, INC. By: /s/ James M. Myers James M. Myers Senior Vice President Finance and Chief Accounting Officer Date: December 12, 1996 EX-27 2
5 3-MOS FEB-01-1997 NOV-02-1996 42,927 0 6,741 0 63,288 115,246 108,854 24,485 252,229 56,642 0 0 0 2 171,313 252,229 107,908 107,908 79,320 79,320 26,308 0 (280) 2,553 1,226 1,327 0 0 0 1,327 .08 .08
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