-----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, Geu8bDe7TljaM0mn+g+rB3vVJvURrcjtS1tav1dsk6aO/wCrIUXWoMFUTIQpyrOS x3RkvxFRckutB5nh3+zKBA== 0000888455-97-000020.txt : 19971217 0000888455-97-000020.hdr.sgml : 19971217 ACCESSION NUMBER: 0000888455-97-000020 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971101 FILED AS OF DATE: 19971216 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: SEC FILE NUMBER: 000-23574 FILM NUMBER: 97739314 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 ____________________ FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 1, 1997 ( ) 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. (Exact name of registrant as specified in its charter) Delaware 33-0479906 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9125 Rehco Road, San Diego, California 92121 (Address of principal executive office) (Zip Code) (619) 453-7845 (Registrant's telephone number, including area code) 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 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, 1997 20,973,795 PETCO Animal Supplies, Inc. Form 10-Q For the Quarter Ended November 1, 1997 Index Part I Financial Information Page Item 1. Consolidated Financial Statements Consolidated Balance Sheets at February 1, 1997 and November 1, 1997 3 Consolidated Statements of Operations for the thirteen and thirty-nine weeks ended November 2, 1996 and November 1, 1997 4 Consolidated Statements of Cash Flows for the thirty-nine weeks ended November 2, 1996 and November 1, 1997 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3. Quantitative and Qualitative Disclosures about Market Risk 12 Part II Other Information Item 6. Exhibits and Reports on Form 8-K 12 Signatures 13 PETCO ANIMAL SUPPLIES, INC. CONSOLIDATED BALANCE SHEETS (unaudited, in thousands, except shares) February 1, November 1, 1997 1997 ASSETS Current assets: Cash and cash equivalents $ 44,338 $ 3,828 Receivables 7,881 13,210 Inventories 82,782 98,993 Other current assets 2,428 2,866 Total current assets 137,429 118,897 Fixed assets, net 109,829 132,092 Goodwill 42,408 40,113 Deferred tax assets 19,070 29,308 Other assets 2,244 2,724 $310,980 $323,134 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 42,457 $ 47,378 Accrued expenses 18,043 28,429 Accrued salaries and employee benefits 9,096 7,734 Revolving credit facility 8,950 23,000 Current portion of capital lease and other obligations 4,575 5,278 Total current liabilities 83,121 111,819 Capital lease and other obligations, excluding current portion 15,581 12,538 Accrued store closing costs 8,691 9,710 Deferred rent 7,088 8,500 Stockholders' equity: Common stock, $.0001 par value, 100,000,000 shares authorized, 20,153,423 and 20,973,454 shares issued and outstanding, respectively 2 2 Additional paid-in capital 265,971 270,611 Accumulated deficit (69,474) (90,046) Total stockholders' equity 196,499 180,567 _______ _______ $310,980 $323,134
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 November 2, November 1, November 2, November 1, 1996 1997 1996 1997 Net sales $ 151,556 $ 191,775 $ 428,829 $ 538,143 Cost of sales and occupancy costs 112,095 141,304 319,915 400,123 Gross profit 39,461 50,471 108,914 138,020 Selling, general, and administrative expenses 34,333 52,964 97,709 131,252 Merger and business integration costs 2,949 22,496 17,894 31,937 Operating income (loss) 2,179 (24,989) (6,689) (25,169) Interest income (expense) 54 (882) (407) (2,056) Earnings (loss) before income taxes 2,233 (25,871) (7,096) (27,225) Income taxes (benefit) 1,116 (8,858) (1,982) (8,698) Net earnings (loss) $ 1,117 $ (17,013) $ (5,114) $ (18,527) Net earnings (loss) per common and common equivalent share $ 0.06 $ (0.81) $ (0.27) $ (0.90) Weighted average number of common and common equivalent shares outstanding 20,146,685 20,958,804 19,183,990 20,520,325
See accompanying notes to consolidated financial statements PETCO ANIMAL SUPPLIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited, in thousands) Thirty-nine weeks ended November 2, November 1, 1996 1997 Cash flows from operating activities: Net loss $ (5,114) $(18,527) Depreciation and amortization 12,902 17,877 Deferred taxes (2,256) (10,238) Changes in assets and liabilities: Receivables (2,490) (4,778) Inventories (19,033) (13,444) Other current assets (2,071) (236) Other assets (1,157) (185) Accounts payable 5,525 871 Accrued expenses 2,566 8,352 Accrued salaries and employee benefits 466 (1,362) Accrued store closing costs 4,150 1,576 Deferred rent (642) 1,281 Other -- 7,437 Net cash used in operating activities (7,154) (11,376) Cash flows from investing activities: Additions to fixed assets (35,419) (41,301) Net cash invested in acquisitions of businesses (7,598) -- Net cash used in investing activities (43,017) (41,301) Cash flows from financing activities: Net borrowings under revolving credit facility 4,511 14,050 Repayment of capital lease and other obligations (1,640) (4,918) Proceeds from the issuance of common stock 78,989 2,445 Distributions to shareholders (769) -- Net cash provided by financing activities 81,091 11,577 Net increase(decrease) in cash and cash equivalents 30,920 (41,100) Cash and cash equivalents at beginning of year 17,185 44,338 Cash and cash equivalents at beginning of year of immaterial pooling of interests -- 590 Cash and cash equivalents at end of period $ 48,105 $ 3,828
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" or "PETCO"), 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 November 1, 1997, and for the periods ended November 2, 1996 and November 1, 1997. Because of the seasonal nature of the Company's business, the results of operations for the thirteen and thirty-nine weeks ended November 2, 1996 and November 1, 1997, are not necessarily indicative of the results to be expected for the full year. The Company's fiscal year ends on the Saturday closest to January 31, resulting in years of either 52 or 53 weeks. All references to a fiscal year refer to the fiscal year ending on the Saturday closest to January 31 of the following year. For example, references to fiscal 1996 refer to the fiscal year beginning on February 4, 1996 and ending on February 1, 1997. For further information, refer to the consolidated financial statements and footnotes thereto for fiscal 1996 included in the Company's Form 10-K Annual Report (File No. 0-23574) filed with the Securities and Exchange Commission on April 30, 1997. NOTE 2 - ACQUISITIONS During fiscal 1996, the Company completed two acquisitions of retailers of pet food and supplies in transactions accounted for as purchases. The aggregate fair value of assets acquired was $14,433 and assumed liabilities were $1,384 with $13,049 of net cash invested in the acquisition of these businesses. The excess of the aggregate cost over the fair value of net assets acquired was $11,293 which was recorded as goodwill and is being amortized over fifteen years. The consolidated financial statements include the operating results from the closing date for each respective purchase acquisition. The Company acquired all of the outstanding equity securities of a retailer with eight pet food and supply stores operated under the tradename Pet Nosh in July 1996 and a retailer with four pet food and supply stores operated under the tradename PETS USA in October 1996, in exchange for an aggregate 876,706 shares of common stock in transactions accounted for as poolings of interests. All prior period financial statements have previously been restated for these acquisitions. The company acquired all of the outstanding equity securities of a retailer with thirty-two pet food and supply stores operated under the tradename Pet Food Warehouse in December 1996 in exchange for 2,052,190 shares of common stock, and a retailer with eighty-two pet food and supply stores operated under the tradename PetCare ("PetCare") in November 1997 in exchange for 1,543,445 shares of common stock, (collectively, the "Pooled Companies"), with these acquisitions accounted for as poolings of interests. Consolidated financial statements for the periods presented have been restated to include the financial position and results of operations and cash flows of the Pooled Companies. Net sales and net earnings (loss) for PETCO, as previously reported, and the Pooled Companies for the periods preceding the acquisitions were as follows: Pooled PETCO Companies Combined Thirteen weeks ended November 2, 1996 Net sales $107,908 $ 43,648 $151,556 Net earnings (loss) 1,327 (210) 1,117 Thirty-nine weeks ended November 2, 1996 Net sales 307,692 121,137 428,829 Net earnings (loss) (4,409) (705) (5,114) PETCO PetCare Combined Twenty-six weeks ended August 2, 1997 Net sales $292,292 $ 54,076 $346,368 Net earnings (loss) 475 (1,988) (1,513)
In August 1997, the Company acquired all of the outstanding equity securities of a retailer with four pet food and supply stores operated under the tradename Super Pets. In October 1997, the Company acquired all of the outstanding equity securities of a retailer with nine pet food and supply stores operated under the tradename Paws, a retailer with five pet food and supply stores operated under the tradename The PetCare Company, and a retailer with four pet food and supply stores operated under the tradename Pet Food Savemart, in exchange for an aggregate 613,077 shares of common stock. These acquisitions were accounted for as poolings of interests with their financial positions and results of operations for the thirteen weeks ended November 1, 1997 included in the accompanying consolidated financial statements. Previously reported financial statements have not been restated to include the results of these acquisitions as revenues and results of operations prior to the acquisition were not material to the consolidated financial results of the Company. Distributions to shareholders reflected in the accompanying Consolidated Statements of Cash Flows are related to activities of acquired companies. The Company recorded merger and business integration costs of $2.9 million during the thirteen weeks ended November 2, 1996, and $17.9 million during the thirty-nine weeks ended November 2, 1996. These costs include transaction costs, costs attributable to lease cancellation and closure of duplicate or inadequate facilities and activities, facility conversion costs, cancellation of certain contractual obligations and other integration costs. The Company recorded charges of $33.5 million during the thirteen weeks ended November 1, 1997, which consist of merger and integration costs of $22.5 million and $11.0 million of related costs reflected in selling, general and administrative expenses. The Company recorded charges of $42.9 million during the thirty-nine weeks ended November 1, 1997, which consist of merger and business integration costs of $31.9 million and $11.0 million of related costs reflected in selling, general and administrative expenses. These costs include transaction costs, costs attributable to lease cancellation and closure of duplicate or inadequate facilities and activities, facility conversion costs, cancellation of certain contractual obligations and other integration costs. 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 November 2, 1996 and November 1, 1997, common equivalent shares were not included as their effect 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 1, 1997, the Company operated 451 stores, including 383 superstores, in 33 states and the District of Columbia. At November 2, 1996, the Company operated 389 stores, of which 314 were superstores. As a result of the Company's plan to open approximately 40 superstores this year, including conversions of existing traditional stores into superstore formats and excluding acquisitions, 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. During fiscal 1996, the Company completed two acquisitions of retailers of pet food and supplies which were accounted for as purchases. In July 1996, the Company acquired a retailer that operated eight pet food and supply stores under the tradename Pet Nosh located in New York, New Jersey, and Connecticut. In October 1996, the Company acquired a retailer that operated four pet food and supply stores under the tradename PETS USA located in Colorado. In December 1996, the Company acquired a retailer that operated thirty-two pet food and supply stores under the tradename Pet Food Warehouse located in Minnesota, Iowa, Wisconsin, North Dakota and South Dakota. In August 1997, the Company acquired a retailer that operated four pet food and supply stores under the tradename Super Pets located in Southern California. In October 1997, the Company acquired a retailer that operated nine pet food and supply stores under the tradename Paws located in Pennsylvania and New Jersey, a retailer that operated five pet food and supply stores under the tradename The PetCare Company located in Southern California, and a retailer that operated four pet food and supply stores under the tradename Pet Food Savemart located in Kansas and Missouri. In November 1997, the Company acquired a retailer that operated eighty-two stores under the tradename PetCare located in ten midwestern and southern states. These eight acquisitions have been accounted for as poolings of interest. The consolidated financial statements for the prior periods presented have been restated to include the accounts of Pet Nosh, PETS USA, Pet Food Warehouse, and PetCare. 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 1997 COMPARED TO THIRD QUARTER 1996 Net sales increased 26.5% to $191.8 million for the thirteen weeks ended November 2, 1997 ("third quarter 1997") from $151.6 million for the thirteen weeks ended November 2, 1996 ("third quarter 1996"). The increase in net sales in third quarter 1997 resulted primarily from the addition of 77 superstores, including the conversion of 17 traditional stores into superstores, partially offset by the closing of 22 stores in the past year, and a comparable store net sales increase of 10.2%. The comparable store net sales increase was attributable to maturing superstores, increased advertising, and expanded merchandise assortments in existing stores. The net increase in the Company's store base accounted for approximately $29.6 million, or 73.7% of the net sales increase, and $10.6 million, or 26.3% 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, increased $11.0 million to $50.5 million in third quarter 1997 from $39.5 million in third quarter 1996. As a percentage of sales, gross profit increased to 26.3% in third quarter 1997 from 26.0% in third quarter 1996. This increase reflects greater purchasing leverage during the current period. Selling, general and administrative expenses increased $18.6 million to $53.0 million in third quarter 1997 from $34.3 million in third quarter 1996. Selling, general and administrative expenses in the third quarter 1997 include charges of $11.0 million related to the acquisition of PetCare. Excluding these charges, these expenses decreased to 21.9% of net sales in third quarter 1997 from 22.7% in third quarter 1996 primarily due to better cost controls at the store level during the current period. Merger and business integration costs of $22.5 million were recorded in third quarter 1997 compared to $2.9 million in third quarter 1996. Operating loss in third quarter 1997 was $25.0 million compared to an operating income of $2.2 million in third quarter 1996. Operating income, excluding merger and business integration costs and other charges, increased to $8.5 million or 4.4% of net sales in the third quarter 1997 from $5.1 million or 3.4% of net sales in the third quarter 1996. Net interest expense was $0.9 million for the third quarter 1997 compared to net interest income of $0.1 million for the third quarter 1996. Income tax benefit was $8.9 million in third quarter 1997, compared to income taxes of $1.1 million in third quarter 1996. Income tax benefit reflects the benefit of the loss before income taxes for the third quarter 1997. Net loss was $17.0 million for the third quarter 1997 compared with a net income of $1.1 million for the same period last year. Net earnings, excluding merger and business integration costs and other charges and related tax benefits, on a comparable basis, increased 45% to $4.5 million, or $0.22 per share, for the third quarter 1997 compared to $3.1 million, or $0.15 per share, for the third quarter 1996. THIRTY-NINE WEEKS ENDED NOVEMBER 1, 1997 COMPARED TO THIRTY-NINE WEEKS ENDED NOVEMBER 2, 1996 Net sales increased 25.5% to $538.1 million for the thirty-nine weeks ended November 1, 1997 from $428.8 million for the thirty-nine weeks ended November 2, 1996. The increase in net sales resulted primarily from the addition of 77 superstores, including the conversion of 17 traditional stores into superstores, partially offset by the closing of 22 stores in the past year, and a comparable store net sales increase of 12.1%. The comparable store net sales increase was attributable to maturing superstores, increased advertising and expanded merchandise assortments in existing stores. The net increase in the Company's store base accounted for approximately $75.5 million, or 69.1% of the net sales increase, and $33.8 million, or 30.9% of the net sales increase, was attributable to the increase in comparable store net sales. Gross profit increased $29.1 million, or 26.7%, to $138.0 million for the thirty-nine weeks ended November 1, 1997 from $108.9 million for the same period last year. As a percentage of net sales, gross profit increased to 25.6% for the thirty-nine weeks ended November 1, 1997 from 25.4% for the same period last year. This increase reflects greater purchasing leverage during the current period. Selling, general and administrative expenses increased $33.6 million to $131.3 million in fiscal 1997 from $97.7 million for the same period last year. Selling, general and administrative expenses in fiscal 1997 include charges of $11.0 million related to the acquisition of PetCare. Excluding these charges, these expenses decreased to 22.3% for the thirty-nine weeks ended November 1, 1997 from 22.8% for the same period last year primarily due to better cost controls at the store level during the current period. Merger and business integration costs of $31.9 million were recorded in the thirty-nine weeks ended November 1, 1997 compared to $17.9 million in the thirty-nine weeks ended November 2, 1996. Operating loss was $25.2 million for the thirty-nine weeks ended November 1, 1997, compared to an operating loss of $6.7 million in the same period last year. Operating income, excluding merger and business integration costs and other charges, on a comparable basis, increased to $17.7 million or 3.3% of net sales for the thirty-nine weeks ended November 1, 1997 from $11.2 million or 2.6% of net sales for the same period last year. Net interest expense increased to $2.1 million for the thirty-nine weeks ended November 1, 1997 from $0.4 million for the same period last year. Income tax benefit was $8.7 million in the thirty-nine weeks ended November 1, 1997 compared to income tax benefit of $2.0 million for the same period last year. Income tax benefit primarily reflects the benefit of the loss before incomes taxes. Net loss was $18.5 million for the thirty-nine weeks ended November 1, 1997 compared to a net loss of $5.1 million for the same period last year. Net earnings, excluding merger and business integration costs and other charges and related tax benefits, on a comparable basis, increased 37% to $9.3 million, or $0.45 per share, for the thirty-nine weeks ended November 1, 1997 compared to $6.8 million, or $0.36 per share, for the thirty-nine weeks ended November 2, 1996. 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 1, 1997, total assets were $323.1 million, of which $118.9 million were current assets. Net cash used in operating activities was $11.4 million for the thirty-nine weeks ended November 1, 1997 and $7.2 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 a retailer of pet food and supplies with net cash of $7.6 invested in the acquisition of this business. Cash used in investing activities was $41.3 million for the thirty-nine weeks ended November 1, 1997 and $43.0 million for the same period of the prior year. The Company finances some of its purchases of equipment and fixtures through capital leases and other obligations. Purchases of $0.7 million and $6.5 million of fixed assets were financed in this manner during the thirty-nine weeks ended November 1, 1997 and November 2, 1996, 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, net proceeds of $79.0 million were obtained from the issuance 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 $40.0 million which expires December 6, 1998. Borrowings under this facility are unsecured and bear interest, at the Company's option, at either the bank's reference rate or LIBOR plus 0.375% based on the Company's leverage ratio at November 1, 1997. At November 1, 1997 the Company had outstanding borrowings under this facility in the amount of $23.0 million. The revolving credit facility contains certain affirmative and negative covenants related to debt, interest and fixed charges coverage and consolidated net worth. As of February 1, 1997, the Company had available net operating loss carryforwards of $14.9 million for federal income tax purposes, which begin expiring in 2004, and $8.9 million for state income tax purposes, which begin expiring in 1997. The Company anticipates that funds generated by operations, funds available under the existing or a replacement revolving credit facility, 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 1, 1997. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not Applicable 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 1, 1997. 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 15, 1997 14 EX-27 2
5 9-MOS JAN-31-1998 NOV-01-1997 3,828 0 13,210 0 98,993 118,897 132,092 0 323,134 111,819 0 0 0 2 180,565 323,134 538,143 538,143 400,123 400,123 163,189 0 2,056 (27,225) (8,698) (18,527) 0 0 0 (18,527) (0.90) (0.90)
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