8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 28, 2005

PETCO Animal Supplies, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-23574	20-2148979
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9125 Rehco Road, San Diego, California	92121
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (858) 453-7845

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

This Current Report on Form 8-K is filed by PETCO Animal Supplies, Inc., a Delaware corporation (the “Company”), in connection with the matters described herein.

Item 2.02. Results of Operations and Financial Condition.

On June 28, 2005, the Company issued a press release announcing that it has filed its Annual Report on Form 10-K for the year ended January 29, 2005 and its Quarterly Report on Form 10-Q for the quarter ended April 30, 2005 with the Securities and Exchange Commission. In the press release, the Company also included comparisons of its as adjusted financial results for the fourth quarter and full fiscal year 2004 ended January 29, 2005 to the financial results previously reported on March 10, 2005. A copy of this press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2. of Form 8-K, the information contained in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such information shall not be incorporated by reference in any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press Release issued by PETCO Animal Supplies, Inc. on June 28, 2005

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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: June 28, 2005	PETCO ANIMAL SUPPLIES, INC.
	By:	/s/ Rodney Carter
	Name:	Rodney Carter
	Title:	Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press Release issued by PETCO Animal Supplies, Inc. on June 28, 2005

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EX-99.1

-Exhibit 99.1

FOR IMMEDIATE RELEASE CONTACT: Rodney Carter, Senior Vice President and Chief Financial Officer Phone: (858) 202-7848

PETCO Files Annual Report on Form 10-K

• Internal Review of Distribution Operation is Complete

• PETCO Also Files First Quarter 2005 Form 10-Q

SAN DIEGO—June 28, 2005 — PETCO Animal Supplies, Inc. (NASDAQ: PETCE) today announced that it has filed with the Securities and Exchange Commission its annual report on Form 10-K for the fiscal year ended January 29, 2005, as well as its quarterly report on Form 10-Q for the first quarter of fiscal 2005.

The fourth quarter and fiscal year 2004 audited results reflect the following changes:

• An after-tax charge of $3.6 million, or $0.06 per diluted share, related to the conclusions of an internal review. As previously announced on April 15, 2005, subsequent to the Company’s March 10, 2005 earnings release, PETCO discovered within its Distribution Operation instances of errors in which certain expenses were under-accrued. Upon identification of these errors, the Company commenced a comprehensive internal review, which is now complete. The internal review concluded that the errors were limited to the Distribution Operation. In addition, the internal review confirmed that a restatement of prior financial statements would not be necessary.

• An income tax benefit of $2.3 million, or $0.04 per diluted share, reflecting a one-time favorable adjustment of an income tax accrual. Subsequent to the Company’s March 10, 2005 earnings release, PETCO identified a one-time favorable adjustment of an income tax accrual related to certain franchise taxes. This favorable income tax adjustment has been recorded in the fourth quarter of fiscal 2004.

Reflecting these adjustments, net earnings in fiscal 2004 were $82.4 million, or $1.41 per diluted share. Pro forma net earnings for fiscal 2004, as adjusted, were $84.9 million, or $1.45 per diluted share, excluding the one-time income tax benefit, compared to pro forma net earnings previously reported on March 10, 2005 of $88.6 million, or $1.51 per diluted share.

In the following pages of this news release, PETCO provides tables illustrating its condensed consolidated statements of operations and balance sheet, with comparisons of results “as reported” on March 10, 2005 with the “as adjusted” results reported today, on both a GAAP and pro forma basis, for the fourth quarter and full fiscal year ended January 29, 2005.

“We are pleased to file our Form 10-K, which represents the final step in a process that included a comprehensive internal review,” commented PETCO’s Chief Executive Officer, James M. Myers. “While it was very disappointing to identify a control deficiency in any part of our Company, it is important to note that the comprehensive review, which included the participation of independent, external experts, concluded that the errors in under-accruals were limited to our Distribution Operation. We acted quickly and decisively to strengthen our controls, processes and oversight responsibilities to prevent such errors in the future.”

The filing of PETCO’s 10-K and first quarter 2005 10-Q will bring the Company back in compliance with SEC filing requirements, and is expected to result in the cancellation of the NASDAQ review process with respect to the delisting of PETCO stock and the restoration of the stock symbol to “PETC”.

Outlook

In conjunction with its May 25, 2005 report of earnings for the first quarter of fiscal 2005, PETCO had provided financial guidance for its second fiscal quarter. That prior outlook indicated earnings of $0.33 - $0.35 per diluted share, reflecting the expectation that costs associated with the now-completed review of the Company’s Distribution Operation would approximate $0.01 per share. Those second quarter costs are now estimated to be $0.02 per share.

In its report of results for the first fiscal quarter, PETCO also discussed refinements to its marketing plans to more effectively communicate with its customers. These refinements are being implemented and, as previously discussed, will be in effect during the latter part of the second fiscal quarter.

The Company currently expects to report a comparable store net sales increase of approximately 3% - 4% for the second fiscal quarter. In view of this anticipated comparable store sales gain, as well as the additional $0.01 per share in costs associated with the Distribution-related review, the Company now expects to report earnings at the lower end of a revised range of $0.31 - $0.33 per diluted share. PETCO intends to provide an update to its outlook for fiscal 2005 when it reports its earnings for the second fiscal quarter in August.

About PETCO Animal Supplies, Inc.

PETCO is a leading specialty retailer of premium pet food, supplies and services. PETCO’s vision is to best promote, through its people, the highest level of well being for companion animals, and to support the human-animal bond. PETCO generated net sales of more than $1.8 billion in fiscal 2004. It operates over 740 stores in 47 states and the District of Columbia, as well as a leading destination for on-line pet food and supplies at www.petco.com. Since its inception in 1999, The PETCO Foundation, PETCO’s non-profit organization, has raised more than $23 million in support of more than 2,700 non-profit grassroots animal welfare organizations around the nation.

Forward Looking Statements

Certain statements in this news release that are not historical fact constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements. 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 performance of new stores, ability to execute expansion strategy and sustain growth, debt levels, reliance on vendors and exclusive distribution arrangements, competition, integration of operations as a result of acquisitions, compliance with various state and local regulations, remediation of any internal control deficiencies, the outcome of existing litigation and dependence on senior management, are discussed from time to time in the reports filed by PETCO with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended January 29, 2005.

PETCO Animal Supplies, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

	As Reported on March 10, 2005				As Adjusted
	Quarter ended 1/29/05				Quarter ended 1/29/05
	GAAP Basis		Pro Forma Basis		GAAP Basis		Pro Forma Basis
Net sales	$	492,313	$	492,313	$	492,313	$	492,313
Cost of sales and occupancy costs		314,886		313,546		320,469		319,129
Gross profit		177,427		178,767		171,844		173,184
Selling, general and administrative expenses		121,124		121,124		121,124		121,124
Operating income		56,303		57,643		50,720		52,060
Interest expense, net		4,589		4,589		4,589		4,589
Debt retirement costs		6,754		—		6,754		—
Earnings before income taxes		44,960		53,054		39,377		47,471
Income taxes		17,353		20,541		13,070		18,591
Net earnings	$	27,607	$	32,513	$	26,307	$	28,880
Net earnings per common share, basic	$	0.48	$	0.56	$	0.46	$	0.50
Net earnings per common share, diluted	$	0.47	$	0.55	$	0.45	$	0.49
Basic weighted average number of common shares		57,631		57,631		57,631		57,631
Diluted weighted average number of common shares		58,725		58,725		58,725		58,725

This press release includes information presented on a pro forma basis. These pro-forma financial measures are considered “non-GAAP” financial measures within the meaning of SEC Regulation G. The Company believes that this presentation of pro forma results provides useful information to both management and investors by excluding specific costs and expenses that we believe are not indicative of core operating results. The presentation of this additional information should not be considered in isolation or as a substitute for results prepared in accordance with generally accepted accounting principles. The reconciliations set forth below are provided in accordance with Regulation G and reconcile the pro forma financial measures with the most directly comparable GAAP-based financial measures.

PETCO Animal Supplies, Inc.

Reconciliation of GAAP Financial Measures to Pro Forma Financial Measures

(In thousands, except per share data)

	Quarter ended 1/29/05
	As reported on 3/10/2005			As Adjusted
Reconciliation of GAAP to Pro Forma Gross Profit
GAAP gross profit	$	177,427		$	171,844
Adjustments:
Lease accounting adjustment		1,340			1,340
Pro forma gross profit	$	178,767		$	173,184
Reconciliation of GAAP to Pro Forma Operating Income
GAAP operating income	$	56,303		$	50,720
Adjustments:
Lease accounting adjustment		1,340			1,340
Pro forma operating income	$	57,643		$	52,060
Reconciliation of GAAP to Pro Forma Net Earnings
GAAP net earnings	$	27,607		$	26,307
Adjustments:
Lease accounting adjustment		1,340			1,340
Debt retirement costs		6,754			6,754
Tax effect of adjustments		(3,188	)		(3,188	)
Adjustment of income tax accrual		—			(2,333	)
Pro forma net earnings	$	32,513		$	28,880
GAAP net earnings per common share, diluted	$	0.47		$	0.45
Pro forma net earnings per common share, diluted	$	0.55		$	0.49
Diluted weighted average number of shares (GAAP and Pro forma)		58,725			58,725

PETCO Animal Supplies, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

	As Reported on March 10, 2005				As Adjusted
	Year ended 1/29/05				Year ended 1/29/05
	GAAP Basis		Pro Forma Basis		GAAP Basis		Pro Forma Basis
Net sales	$	1,812,145	$	1,812,145	$	1,812,145	$	1,812,145
Cost of sales and occupancy costs		1,175,771		1,174,431		1,181,354		1,180,014
Gross profit		636,374		637,714		630,791		632,131
Selling, general and administrative expenses		472,780		472,780		472,780		472,780
Operating income		163,594		164,934		158,011		159,351
Interest expense, net		19,337		19,337		19,337		19,337
Debt retirement costs		6,754		—		6,754		—
Earnings before income taxes		137,503		145,597		131,920		140,014
Income taxes		53,830		57,018		49,547		55,068
Net earnings	$	83,673	$	88,579	$	82,373	$	84,946
Net earnings per common share, basic	$	1.45	$	1.54	$	1.43	$	1.48
Net earnings per common share, diluted	$	1.43	$	1.51	$	1.41	$	1.45
Basic weighted average number of common shares		57,542		57,542		57,542		57,542
Diluted weighted average number of common shares		58,511		58,511		58,511		58,511

This press release includes information presented on a pro forma basis. These pro-forma financial measures are considered “non-GAAP” financial measures within the meaning of SEC Regulation G. The Company believes that this presentation of pro forma results provides useful information to both management and investors by excluding specific costs and expenses that we believe are not indicative of core operating results. The presentation of this additional information should not be considered in isolation or as a substitute for results prepared in accordance with generally accepted accounting principles. The reconciliations set forth below are provided in accordance with Regulation G and reconcile the pro forma financial measures with the most directly comparable GAAP-based financial measures.

PETCO Animal Supplies, Inc.

Reconciliation of GAAP Financial Measures to Pro Forma Financial Measures

(In thousands, except per share data)

	Year ended 1/29/05
	As reported on 3/10/2005			As Adjusted
Reconciliation of GAAP to Pro Forma Gross Profit
GAAP gross profit	$	636,374		$	630,791
Adjustments:
Lease accounting adjustment		1,340			1,340
Pro forma gross profit	$	637,714		$	632,131
Reconciliation of GAAP to Pro Forma Operating Income
GAAP operating income	$	163,594		$	158,011
Adjustments:
Lease accounting adjustment		1,340			1,340
Pro forma operating income	$	164,934		$	159,351
Reconciliation of GAAP to Pro Forma Net Earnings
GAAP net earnings	$	83,673		$	82,373
Adjustments:
Lease accounting adjustment		1,340			1,340
Debt retirement costs		6,754			6,754
Tax effect of adjustments		(3,188	)		(3,188	)
Adjustment of income tax accrual		—			(2,333	)
Pro forma net earnings	$	88,579		$	84,946
GAAP net earnings per common share, diluted	$	1.43		$	1.41
Pro forma net earnings per common share, diluted	$	1.51		$	1.45
Diluted weighted average number of shares (GAAP and Pro forma)		58,511			58,511

PETCO Animal Supplies, Inc.

Condensed Consolidated Balance Sheets

(In thousands)

	As Reported on March 10, 2005		As Adjusted
	January 29, 2005		January 29, 2005
ASSETS
Cash and cash equivalents	$	36,815	$	36,815
Receivables		17,875		17,875
Inventories		167,038		167,038
Deferred tax assets		18,012		17,680
Other current assets		9,481		10,916
Total current assets		249,221		250,324
Fixed assets, net		333,300		333,300
Goodwill		40,179		40,179
Other assets		16,650		16,650
	$	639,350	$	640,453
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	82,142	$	82,142
Accrued expenses and other current liabilities		136,078		141,044
Current portion of long-term debt		353		353
Total current liabilities		218,573		223,539
Senior credit facility		85,000		85,000
Senior subordinated notes payable		103,982		103,982
Deferred rent and other liabilities		92,703		90,637
Total liabilities		500,258		503,158
Stockholders’ equity		139,092		137,295
	$	639,350	$	640,453