-----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, LgnUQti9ujc3zfO2o8eZSJbC1KnxhuU5k1oOgwY32BmbEJ0OAcyCTLunZuTwwo4P biBbT8049+CWcFfvWrCnGg== /in/edgar/work/20000822/0000912057-00-038664/0000912057-00-038664.txt : 20000922 0000912057-00-038664.hdr.sgml : 20000922 ACCESSION NUMBER: 0000912057-00-038664 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000817 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PETCO ANIMAL SUPPLIES INC CENTRAL INDEX KEY: 0000888455 STANDARD INDUSTRIAL CLASSIFICATION: [5990 ] IRS NUMBER: 330479906 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23574 FILM NUMBER: 707585 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 8-K 1 a8-k.txt 8-K As filed with the Securities and Exchange Commission on August 22, 2000. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 17, 2000 PETCO ANIMAL SUPPLIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-23574 33-0479906 (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 9125 REHCO ROAD, SAN DIEGO, CALIFORNIA 92121 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (858) 453-7845 ITEM 5. OTHER EVENTS. On August 17, 2000, Petco Animal Supplies, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits. --------- 99.1 Press Release, dated August 17, 2000, issued by Petco Animal Supplies, Inc.
2 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 hereunto duly authorized. Date: August 22, 2000 Petco Animal Supplies, Inc. By: /s/ JAMES M. MYERS ----------------------------------- James M. Myers Senior Vice President and Chief Financial Officer 3 EXHIBIT INDEX
Exhibit No. Page - ----------- ---- 99.1 Press Release, dated August 17, 2000, issued by Petco Animal Supplies, Inc.
4 EX-99.1 2 ex-99_1.txt EXHIBIT 99.1 [LOGO] PET FOOD AND SUPPLIES - -------------------------------------------------------------------------------- 9125 Rehco Road San Diego, California 92121 (858) 453-7845 FOR IMMEDIATE RELEASE James M. Myers, Senior Vice President and Chief Financial Officer (858) 677-3005 PETCO REPORTS SECOND QUARTER SALES AND EARNINGS OPERATING EARNINGS ARE $0.27 PER SHARE INCLUDING INTERNET OPERATIONS, NET EARNINGS ARE $0.12 PER SHARE SAN DIEGO - August 17, 2000 - PETCO Animal Supplies, Inc. (NASDAQ: PETC) today reported sales and net earnings for its second quarter and six month period ended July 29, 2000. Net sales for the second quarter increased to $262.7 million from $236.2 million in the second quarter last year. During the second quarter, comparable store sales rose 5.0%. For the six months (26 weeks) ended July 29, 2000, net sales increased to $527.9 million from $465.8 million in the same period last year. Comparable store sales increased 6.7% for the six month period. Gross profit margin improved to 27.9% in the second quarter, from 26.2% in the second quarter last year. The wider availability of Iams brand pet food reduced comparable store sales growth. However, the sales mix continued to shift in favor of higher-margin supplies. Pet supplies and services in the second quarter represented more that 65% of sales, an increase of more than 400 basis points in sales mix on a year-over-year basis. Operating income climbed to $12.1 million for the second quarter compared with $8.9 million in the second quarter last year. Operating income for the six month period increased to $23.6 from $16.7 in the prior year period. Net earnings for the second quarter were $2.7 million, or $0.12 per diluted share, compared with $4.1 million, or $0.19 per diluted share, in the second quarter last year. Net earnings include the negative impact of Internet operations and equity in loss of unconsolidated affiliates, and related tax effects, of $0.15 per diluted share, for the second quarter 2000. Operating earnings for the second quarter, or net earnings excluding Internet operations and equity in loss of unconsolidated affiliates, and related tax effects, increased to $5.9 million, or $0.27 per diluted share, an increase over operating earnings in the prior year of $4.1 million, or $0.19 per diluted share. Net earnings for the year to date (26 weeks) were $9.1 million, or $0.42 per diluted share, compared with $7.7 million, or $0.36 per diluted share, in the prior year period. Net earnings include the negative impact of Internet operations and equity in loss of unconsolidated affiliates, and related tax effects, of $0.11 per diluted share, for the year to date. (more) PETCO Animal Supplies, Inc. August 17, 2000 Page 2 of 4 Operating earnings for the year to date, or net earnings excluding Internet operations and equity in loss of unconsolidated affiliates, and related tax effects, increased to $11.4 million, or $0.53 per diluted share, an increase over operating earnings in the prior year period of $7.7 million, or $0.36 per diluted share. PETCO added 12 new superstores during the second quarter of fiscal 2000, compared with 10 new superstores opened in same period a year ago. PETCO has added 29 new superstores through the first six months of fiscal 2000. As previously reported, the Company has entered into a definitive merger agreement with a company organized by Leonard Green & Partners, L.P. and Texas Pacific Group. Completion of the transaction is subject to customary closing conditions, including stockholder approval, receipt of regulatory and other approvals and the completion of debt financing. PETCO anticipates completing the transaction in the fall of 2000. PETCO is a leading specialty retailer of premium pet food and supplies. PETCO operated 509 stores in 40 states and the District of Columbia as of July 29, 2000. Certain statements in this news release that are not historical fact constitute "forward-looking statements" within the meaning of Section 21E of the Securities and Exchange Act of 1934 and 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 PETCO to be materially different from historical results or from any results expressed or implied by such forward-looking statements. These factors, such as integration of operations as a result of acquisitions, competition, reliance on vendors, product lines and exclusive distribution arrangements, dependence on senior management and performance of new superstores, are discussed under the caption "Certain Cautionary Statements" in PETCO's Annual Report on Form 10-K for the year ended January 29, 2000. (more) PETCO Animal Supplies, Inc. August 17, 2000 Page 3 of 4 PETCO Animal Supplies, Inc. Consolidated Statements of Earnings (Unaudited, in thousands, except per share data)
Thirteen Weeks Ended Twenty-Six Weeks Ended ---------------------- --------------------- July 29, July 31, July 29, July 31, 2000 1999 2000 1999 --------- --------- --------- --------- Net sales $ 262,719 $ 236,184 $ 527,885 $ 465,841 Cost of sales and occupancy costs 189,348 174,304 381,248 344,839 --------- --------- --------- --------- Gross profit 73,371 61,880 146,637 121,002 Selling, general and administrative expenses 61,280 52,991 122,999 104,301 --------- --------- --------- --------- Operating income 12,091 8,889 23,638 16,701 Interest expense, net 2,362 2,078 4,742 4,002 --------- --------- --------- --------- Earnings before internet operations and equity in loss of unconsolidated affiliates and income taxes 9,729 6,811 18,896 12,699 Internet operations and equity in loss of unconsolidated affiliates (2,992) -- 1,903 -- --------- --------- --------- --------- Earnings before income taxes 6,737 6,811 20,799 12,699 Income taxes 4,043 2,690 11,724 5,016 --------- --------- --------- --------- Net earnings $ 2,694 $ 4,121 $ 9,075 $ 7,683 ========= ========= ========= ========= Operating earnings per common share: Basic $ 0.28 $ 0.20 $ 0.54 $ 0.36 Diluted $ 0.27 $ 0.19 $ 0.53 $ 0.36 Earnings per common share: Basic $ 0.13 $ 0.20 $ 0.43 $ 0.36 Diluted $ 0.12 $ 0.19 $ 0.42 $ 0.36 Weighted average number of common shares outstanding: Basic 21,108 21,090 21,108 21,082 Diluted 21,669 21,497 21,445 21,303
(more) PETCO Animal Supplies, Inc. August 17, 2000 Page 4 of 4 PETCO Animal Supplies, Inc. Condensed Consolidated Balance Sheets (in thousands)
July 29, January 29, 2000 2000 ------------ ------------ (unaudited) ASSETS Cash and cash equivalents $ 31,411 $ 36,059 Receivables 9,465 8,721 Inventories 110,439 116,913 Deferred tax assets 10,097 18,686 Other 5,846 4,844 ------------ ------------ Total current assets 167,258 185,223 Fixed assets, net 192,885 192,403 Goodwill 45,270 36,362 Investment in affiliates 33,127 26,360 Other assets 13,363 13,546 ------------ ------------ $ 451,903 $ 453,894 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 44,096 $ 52,147 Accrued expenses 37,182 31,929 Accrued salaries and employee benefits 16,304 15,285 Current portion of long-term debt 9,125 9,125 Current portion of capital lease and other obligations 7,202 7,854 ------------ ------------ Total current liabilities 113,909 116,340 Long-term debt, excluding current portion 85,400 89,050 Capital lease and other obligations, excluding current portion 9,087 12,436 Accrued store closing costs 4,071 5,378 Deferred tax liability 7,083 7,083 Deferred rent and other liabilities 17,372 17,717 Stockholders' equity 214,981 205,890 ------------ ------------ $ 451,903 $ 453,894 ============ ============
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